Brown & Brown (BRO) 10-K risk factor changes: FY2024 vs FY2023

OUR INABILITY TO HIRE, RETAIN AND DEVELOP QUALIFIED EMPLOYEES, AS WELL AS THE LOSS OF ANY OF OUR EXECUTIVE OFFICERS OR OTHER KEY EMPLOYEES, COULD NEGATIVELY IMPACT OUR ABILITY TO RETAIN EXISTING [removed: BUSINESS AND] [added: BUSINESS,] GENERATE NEW [removed: BUSINESS.][added: BUSINESS AND/OR INNOVATE.]

There is significant competition [removed: from] within the insurance industry and from businesses outside the industry for exceptional employees, especially in key positions.

Our success and future performance [removed: depends] [added: depend] in part upon the continued services of our executive officers, senior management, and other highly skilled personnel.

Losing employees who manage or support substantial customer relationships or possess substantial experience or expertise could adversely affect our ability to secure and complete customer [removed: engagements,] [added: engagements and/or innovate,] which would adversely affect our results of operations.

Also, if any of our key employees were to join [removed: an existing] [added: a] competitor or form a competing company, some of our customers could choose to use the services of that competitor instead of our services.

In addition, regulation or legislation impacting the workforce or the ability to enforce employment-related restrictive covenants (due to [removed: state or federal] [added: applicable] laws or regulations), may lead to increased uncertainty and competition for talent.

In addition, we could be adversely affected if we fail to adequately plan for the succession of our senior leaders and key [removed: executives.][added: executives, fail to successfully execute such plan, or if such plans are not well-received by our investors, customers, business partners or employees.]

We rely on information technology and third-party vendors to provide effective and efficient service to our customers, process claims, and timely and accurately report information to [removed: carriers and] [added: carriers,] which often involves secure processing of [removed: confidential] [added: confidential,] sensitive, proprietary and other types of information.

Cybersecurity breaches of any of the systems we rely on may result from circumvention of security systems, denial-of-service attacks or other cyber-attacks, [added: software bugs, malicious or destructive code,] hacking, [added: social engineering attacks (including] “phishing” [removed: attacks,] [added: attacks and digital or telephonic impersonation),] computer viruses, ransomware, malware, employee or insider [removed: error,] [added: error or threats,] malfeasance, social engineering, physical breaches or other actions, any of which could expose us to [removed: data loss,] [added: unauthorized access, exfiltration, manipulation, corruption, loss or disclosure of proprietary, customer, employee or other data, the inability to render services due to system outages or other business disruptions, regulatory action and scrutiny,] monetary and reputational damages and significant increases in compliance costs.

The risk of such cybersecurity breaches may be increased by our [removed: increased] reliance on work-from-home or other remote work technologies.

We have from time to time experienced cybersecurity incidents, such as malware infections, phishing [removed: campaigns] [added: campaigns, ransomware] and vulnerability exploit attempts, which to date have not had a material impact on our business.

[removed: Additionally, we] [added: We] are an acquisitive [removed: organization] [added: organization,] and the process of integrating the information systems of the businesses we acquire is complex and exposes us to additional [removed: risk] [added: risks] as we might not adequately identify weaknesses in the [removed: targets’] [added: acquired company’s] information systems, which could expose us to unexpected liabilities or make our own systems more vulnerable to attack.

In the future, any material breaches of cybersecurity, or media reports of the same, even if untrue, could cause us to experience reputational harm, loss of customers and revenue, loss of proprietary data, regulatory actions and scrutiny, sanctions or other statutory penalties, litigation, liability for failure to safeguard customers’ [removed: information] [added: information, impairment of invested capital] or financial losses.

[added: As] these threats evolve, cybersecurity incidents will be more difficult to detect, defend [removed: against] [added: against, mitigate] and remediate.

OUR GROWTH STRATEGY DEPENDS, IN PART, ON THE ACQUISITION OF OTHER INSURANCE [removed: INTERMEDIARIES,] [added: INTERMEDIARIES AND RELATED BUSINESSES,] WHICH MAY NOT BE AVAILABLE ON ACCEPTABLE TERMS IN THE FUTURE OR WHICH, IF CONSUMMATED, MAY NOT BE ADVANTAGEOUS TO US.

Our growth strategy partially includes the acquisition of other insurance [removed: intermediaries.][added: intermediaries and related businesses.]

Our ability to successfully identify suitable acquisition candidates, [added: negotiate transactions on favorable terms,] complete acquisitions, successfully integrate acquired businesses into our operations, and expand into new markets requires us to implement and continuously improve our operations and our financial and management information systems.

Acquisitions also involve a number of risks, such as diversion of management’s attention; difficulties in the integration of acquired operations and retention of employees; increase in expenses and working capital requirements, which could reduce our return on invested capital; entry into unfamiliar markets or lines of business; unanticipated problems or legal liabilities; estimation of [removed: the] acquisition [removed: earn-out payables;] [added: earn-outs;] and tax and accounting issues, some or all of which could have a material adverse effect on our results of operations, financial condition and cash flows.

We have substantial operations in the United Kingdom, as well as operations in Belgium, Bermuda, Canada, Cayman Islands, France, Germany, Hong Kong, Republic of Ireland, Italy, Malaysia, the [removed: Netherlands] [added: Netherlands, Singapore] and United Arab Emirates.

Burdens of complying with a wide variety of labor practices and international [removed: laws,] [added: laws and or disclosure requirements,] including those relating to export and import duties, environmental policies and privacy issues.

The internet, for example, is increasingly used to securely transmit benefits and related information to [removed: customers] [added: customers, operate our day-to-day activities,] and to facilitate business-to-business information exchange and transactions.

We are continuously taking steps to upgrade and expand our information systems capabilities, including how we electronically interact with our [removed: customers and] [added: customers, vendors,] insurance [removed: carriers.][added: carriers and other intermediaries.]

If the information we rely upon to run our businesses was found to be inaccurate or unreliable or if we fail to effectively maintain our information systems and data integrity, we could experience operational disruptions, regulatory or other legal problems, increases in operating expenses, loss of existing customers, difficulty in attracting new [removed: customers,] [added: customers and/or maintaining third-party relationships] or suffer other adverse consequences.

Our technological development projects may not deliver the benefits we expect once they are completed or may [added: need to] be replaced or become obsolete more quickly than expected, which could result in the accelerated recognition of [removed: expenses.][added: expenses or write-offs.]

WE DERIVE [removed: A SIGNIFICANT PORTION OF] OUR COMMISSION REVENUES FROM A LIMITED NUMBER OF INSURANCE [removed: COMPANIES,] [added: COMPANIES AND INTERMEDIARIES,] THE LOSS OF WHICH COULD RESULT IN LOSS OF CAPACITY TO WRITE BUSINESS, ADDITIONAL EXPENSE AND LOSS OF MARKET SHARE OR A MATERIAL DECREASE IN OUR COMMISSIONS.

For the [removed: year] [added: years] ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] no more than [removed: 5.0%] [added: 5%] of our total core commissions was derived from insurance policies underwritten by one insurance company.

Should any insurance company [added: or intermediary] seek to terminate its arrangements with us or to otherwise decrease the number of insurance policies underwritten for us, we believe that other insurance companies [added: or intermediaries] are available to underwrite the business, although some additional expense and loss of market share could result.

THE OCCURRENCE OF NATURAL DISASTERS COULD RESULT IN DECLINES IN PROFIT-SHARING CONTINGENT COMMISSIONS OR REDUCED INSURER CAPACITY, AND MAY ALSO SUBJECT OUR [removed: CAPITALIZED] CAPTIVE INSURANCE FACILITIES TO CLAIMS EXPENSES, WHICH COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS][added: OPERATIONS.]

The occurrence of any of these events may cause a decrease to our profit-sharing contingent commissions, which are special revenue-sharing commissions paid by insurance companies based primarily upon the profitability [added: of policies] placed with such [removed: companies] [added: companies,] generally during the prior year.

If access to underwriting markets for certain lines of coverage becomes unavailable or difficult due to the impact of natural disasters, this may have a negative impact on our customers’ access to [removed: coverage, which could in turn reduce] [added: coverage and] our ability to [removed: place certain lines of coverage and] [added: issue policies, which could] negatively impact our business.

Natural disasters may also subject our insurance company subsidiary operations, including the [removed: capitalized] captive insurance facilities in which we participate, to claims [removed: expenses.][added: expenses, which may be volatile.]

A significant portion of our businesses are concentrated in Florida, [added: Michigan,] California, Massachusetts, Georgia, [removed: Michigan,] and New York, where for the year ended December 31, [removed: 2023,] [added: 2024,] we derived approximately 20%, [removed: 8%, 8%,] [added: 9%,] 7%, 7%, [added: 6%,] and 5% of our annual revenue, respectively.

We believe the current regulatory environment for insurance intermediaries in these states is no more restrictive than in other [removed: states.][added: jurisdictions.]

We also derived approximately [removed: 10%] [added: 11%] of our annual revenue from our businesses located in the United Kingdom.

We are susceptible to losses and interruptions caused by hurricanes (particularly in Florida, where we have [removed: 54] [added: 52] offices and our headquarters, as well as in Texas, where we have [removed: 17] [added: 19] offices), earthquakes (including in California, where we have [removed: 23] [added: 20] offices), power shortages, telecommunications failures, water shortages, floods, fire, extreme weather conditions, geopolitical events such as terrorist acts and other natural or human-made disasters.

[removed: Our insurance coverage with respect to natural] disasters is limited and is subject to deductibles and coverage limits.

OUR COMMISSION REVENUE COULD FLUCTUATE AS A RESULT OF FACTORS OUTSIDE OF OUR [removed: CONTROL][added: CONTROL.]

Due to the cyclical nature of the insurance market and the impact of other market conditions on insurance premiums, commission levels may vary widely between [removed: accounting] [added: financial reporting] periods.

[removed: A] [added: An extended] period of low or declining premium rates, generally known as a “soft” or “softening” market, generally leads to downward pressure on commission revenue and can have a material adverse impact on our commission revenue and operating margins.

In addition, insurance carriers may seek to reduce their expenses by reducing the commission rates payable to insurance [removed: agents or] [added: agents,] brokers [added: or intermediaries] such as us.

Competition for skilled professionals remains intense, and employers are implementing new offerings to attract talent, including increasing compensation, enhancing health and wellness solutions, and providing in-office and remote work options.

We may be unable to retain our employees if we do not offer employment terms that are competitive with the rest of the labor market.

We may have to devote significant resources to attract and retain talent, which could negatively affect our business, results of operations and financial condition.

Our key personnel, including our executive officers, may be subject to targeted cybersecurity or physical threats, which, if realized, could adversely affect our business.

In addition to the potential impact to us if these risks are realized, which may include reputational harm, the loss of such key personnel or their inability to continue their service with us, we may incur additional expenses to offer monitoring or protection for such key personnel against these threats.

We face potential threats due to new and increasingly sophisticated methods of attack.

Any of the foregoing may be exacerbated by a delay or failure to detect a cybersecurity incident or the full extent of such incident.

A compromise may not manifest itself for months, or even years, and we may not be able to detect a compromise in a timely manner.

In addition, disclosure or media reports of actual or perceived security vulnerabilities to our systems or those of our third-party service providers, even if no breach has been attempted or occurred, could lead to reputational harm, loss of customers and revenue, or increased regulatory actions and scrutiny.

Despite our efforts to mitigate cybersecurity threats, we cannot guarantee our measures will prevent, contain, detect, or remediate all incidents.

The costs and operational consequences of enhancing system protections could rise significantly as threats increase.

While we endeavor to design and implement technologies, policies and procedures to identify such incidents as quickly as possible, any response could take substantial time, and there may be extensive delays before we obtain full and reliable information.

During such time we would not necessarily know the extent of the harm or how best to remediate it, and certain errors or actions could be repeated or compounded before they are discovered and remediated, all of which may further increase the costs and consequences of such incident.

Any of these losses may not be insured against or be fully covered by insurance we maintain.

Additionally, our control over and ability to monitor the cybersecurity practices of our third-party vendors and service providers, and other third parties with whom we do business, remains limited, and there can be no assurance that we can prevent, mitigate, or remediate the risk of any compromise or failure in the cybersecurity infrastructure owned or controlled by such third parties.

Additionally, any contractual protections with such third parties, including our right to indemnification, if any, may be limited or insufficient to prevent a negative impact on our business from such compromise or failure.

Additionally, failure to successfully identify and complete acquisitions would likely result in slower growth.

Additional post-acquisition risks include integration into our existing culture, risks related to retention of personnel, entry into unfamiliar or complex markets or lines of business, contingencies or liabilities, such as violations of sanctions laws or anti-corruption laws, risk relating to ensuring compliance with licensing and regulatory requirements and tax and accounting issues.

We may enter new lines of business, implement new technologies, or offer new products and services within existing lines of business either through acquisitions or through initiatives to generate organic revenue growth.

These new lines of business, technologies, products, and services may present us with additional risks, particularly in instances where the markets are new or not fully developed or where participants in such markets are new entrants.

Such risks include the investment of significant time and resources; the possibility that these efforts will not be successful and could result in reputational damage to us; the possibility that the marketplace does not accept our products or services, that new technologies are not effective, or that we are unable to retain customers that adopt our new products or services; and the risk of new or additional liabilities associated with these efforts, including potential errors and omissions or other claims.

External factors, such as compliance with new or revised regulations, competitive alternatives and shifting market preferences may also impact the successful implementation of a line of business, product or service.

Additionally, when we dispose of businesses, such as the sale of our third-party claims administration and adjusting services business in the fourth quarter of 2023, we face certain risks, including the risk that we continue to be subject to certain liabilities of those businesses following those dispositions and may not be able to negotiate for limitations on those liabilities.

We are also subject to the risk that the sales price is less than the amount reflected on our balance sheet.

The occurrence of one or more of these risks may impact our business, results of operations, or financial condition.

Additionally, we use artificial intelligence (“AI”) and robotic processing automation (“RPA”) in our business, including with respect to services provided to our customers.

We have internal policies governing the use of AI and RPA by our employees designed to protect us from breaches of data privacy, errors and omissions liability and regulatory enforcement risk; however, our employees could violate these policies and expose us to such risks.

Furthermore, our exposure to these risks may increase if our vendors, suppliers, or other third-party providers employ AI or RPA in relation to the products or services they provide to us, as we have limited control over such use in third-party products or services.

These risks include the input or processing of confidential information, including material non-public information, in contravention of our policies or contractual restrictions to which any of the foregoing are subject, or in violation of applicable laws or regulations, including

those relating to data protection.

If any of these risks materialize, such information could become part of a dataset that is accessible by other third-party AI or RPA applications and/or users.

Additionally, AI and RPA heavily rely on the collection and analysis of extensive data sets and interaction between systems.

Due to the impracticality of incorporating all relevant data into the models or algorithms used by AI and RPA it is inevitable that data sets within these models will contain inaccuracies and errors, and potential biases.

This could potentially render such models inadequate or flawed, negatively impacting the effectiveness of the technology.

We are exposed to the risks associated with these inaccuracies, errors and biases, along with the adverse impacts that such flawed models could have on our business and operations.

Furthermore, governance and ethical issues relating to the use of AI or RPA may also result in reputational harm, liability and/or financial losses.

AI, RPA and related applications are developing rapidly.

The use of these technologies by our competitors may give them a competitive advantage that cannot be predicted at this time, and it may negatively affect our assumptions regarding the competitive landscape of our business.

Consequently, it is difficult to predict all risks associated with these new technologies, which may eventually impact our business, results of operations, or financial condition.

While we have disaster recovery procedures in place, they may not be effective.

We cannot entirely eliminate all risk of improper access to private information, and the cost and operational consequences of implementing, maintaining and enhancing further system protections measures could increase significantly as cybersecurity threats increase.

As

Significant inflation is often accompanied by higher interest rates.

If there were a slowdown in vehicle

For example, the European Union adopted a comprehensive General Data Privacy Regulation (“GDPR”) in May 2016, which replaced the former EU Data Protection Directive and related country-specific legislation.

Complying with the enhanced obligations imposed by the GDPR may result in significant costs to our business and require us to revise certain of our business practices.

We expect that there will

In 2022, the Company acquired GRP (Jersey) Holdco Limited and its business and the general insurance operating companies of BdB Limited companies and in 2023 Kentro Capital Limited (the “Acquisitions”).

Additionally, there has been increased regulatory focus on ESG and sustainability.

we have otherwise run afoul of regulation.

We are a diversified insurance agency, wholesale brokerage, insurance programs and services [removed: organization] headquartered in Daytona Beach, Florida.

We have increased revenues every year from 1993 to [removed: 2023,] [added: 2024,] with the exception of 2009, when our revenues declined 1.0%.

Our revenues grew from $95.6 million in 1993 to [removed: $4.3] [added: $4.8] billion in [removed: 2023,] [added: 2024,] reflecting a compound annual growth rate of 13.5%.

In the same [removed: 30-year] [added: 31-year] period, we increased net income from $8.1 million to [removed: $870.5 million] [added: $1.0 billion] in [removed: 2023,] [added: 2024,] a [removed: 16.9%] [added: 16.8%] compound annual growth rate.

Historically, we have grown our revenues as a result of our focus on [removed: net] new [removed: business] [added: business, customer retention] and acquisitions.

The term “core commissions and fees” excludes profit-sharing contingent commissions, and [removed: therefore] [added: therefore, it] represents the revenues earned directly from specific insurance policies sold, and specific fee-based services rendered.

Payments are primarily received in the first and second quarters of each subsequent year, based upon the aforementioned considerations for the prior year(s), but may differ from the amount estimated and accrued due to the lack of complete [added: visibility regarding] loss information until [removed: paid.][added: they are received.]

Over the last three years, profit-sharing contingent commissions have averaged approximately [removed: 3.3%] [added: 3.6%] of commissions and fees revenue.

Fee revenues are generated by: (i) our [removed: Services segment, which is primarily a fee-based business that provides insurance-related services, including third-party claims administration and comprehensive medical utilization management services in both the workers’ compensation and all-lines liability arenas, as well as Medicare Set-aside services, Social Security disability and Medicare benefits advocacy services, and claims adjusting services; (ii) our National] Programs and Wholesale Brokerage segments, which earn fees primarily for the issuance of insurance policies on behalf of insurance [removed: companies;] [added: carriers] and [removed: (iii)] [added: (ii)] our Retail segment in our large-account customer base, where we primarily earn fees for securing insurance for our customers, [removed: and] in our [removed: automobile dealer services (“F&I”)] [added: F&I] businesses where we earn fees for assisting our customers [added: with creating and selling warranty and service risk management programs and fees for Medicare Set-aside services, Social Security disability services and Medicare benefits advocacy services.]

Fee revenues as a percentage of our total commissions and fees, represented [removed: 23.9%] [added: 21.1%] in [removed: 2023] [added: 2024] and [removed: 25.8%] [added: 23.9%] in [removed: 2022.][added: 2023.]

For the year ended December 31, [removed: 2023,] [added: 2024,] our commissions and fees growth rate was [removed: 17.9%] [added: 12.1%] and our consolidated Organic Revenue growth rate was [removed: 10.2%.][added: 10.4%.]

Historically, investment income has consisted primarily of interest earnings on operating cash and where permitted, on premiums [removed: and advance premiums] collected and held in a fiduciary capacity before being remitted to insurance companies.

In the discussion and analysis of our results of operations, in addition to reporting financial results in accordance with generally accepted accounting principles (“GAAP”), we provide references to the following non-GAAP financial measures as defined in Regulation G of the SEC rules: [removed: Total Revenues - Adjusted,] Organic Revenue, EBITDAC, EBITDAC Margin, EBITDAC - Adjusted and EBITDAC Margin - Adjusted.

[removed: We present these] [added: These] measures [removed: because we believe such information is] of [removed: interest to the investment community and because we believe it provides additional meaningful methods to evaluate the Company’s] operating performance [removed: from period to period on a basis that] may not be otherwise apparent on a GAAP basis due to the impact of certain items that have a high degree of variability, that we believe are not indicative of ongoing performance and that are not easily comparable from period to period.

Consistent with Regulation G, a description of such information is provided below and tabular reconciliations of this supplemental non-GAAP financial information to our most comparable GAAP information are contained in this Annual Report on Form 10-K under “Results of Operations - Segment [removed: Information.][added: Information.”]

We view Organic Revenue and Organic Revenue growth as important indicators when assessing and evaluating our performance on a consolidated basis and for each of our [removed: four] [added: three] segments, because they allow us to determine a comparable, but non-GAAP, measurement of revenue growth that is associated with the revenue sources that were a part of our business in both the current and prior [removed: year] [added: year,] and that are expected to continue in the future.

We also view [removed: Total Revenues - Adjusted,] EBITDAC, EBITDAC - Adjusted, EBITDAC Margin and EBITDAC Margin - Adjusted as important indicators when assessing and evaluating our performance, as they present more comparable measurements of our operating margins in a meaningful and consistent manner.

Organic Revenue is our core commissions and fees less: (i) the core commissions and fees earned for the first [removed: 12] [added: twelve] months by newly acquired operations; (ii) divested business (core commissions and fees generated from offices, books of business or niches sold or terminated during the comparable [removed: period);] [added: period)] and (iii) Foreign Currency Translation (as defined below).

EBITDAC - Adjusted is defined as EBITDAC, excluding (i) (gain)/loss on disposal, (ii) [added: for 2022 and 2023,] Acquisition/Integration Costs (as defined [removed: below),] [added: below) and] (iii) for 2023, the 1Q23 Nonrecurring Cost (as defined [removed: below) and (iv) Foreign Currency Translation (as defined] below).

EBITDAC Margin - Adjusted is defined as EBITDAC - Adjusted divided by [removed: Total Revenues - Adjusted.][added: total revenues.]

“Acquisition/Integration Costs” means the acquisition and integration costs (e.g., costs associated with regulatory filings, legal/accounting services, due diligence and the costs of integrating our information technology systems) arising out of our acquisitions of GRP (Jersey) Holdco Limited and its [removed: business ("GRP"),] [added: business,] Orchid Underwriters Agency and CrossCover Insurance [removed: Services ("Orchid"),] [added: Services,] and BdB Limited [removed: companies ("BdB"),] [added: companies,] which are not considered to be normal, recurring or part of the ongoing operations.

Our industry peers may provide similar supplemental non-GAAP information with respect to one or more of these measures, although they may not use the same or comparable terminology and may not make identical [removed: adjustments and,] [added: adjustments; and] therefore, comparability may be limited.

From 1993 through the fourth quarter of [removed: 2023,] [added: 2024,] we acquired [removed: 644] [added: 676] insurance intermediary operations.

In particular, the accounting for these areas is subject to [removed: uncertainty] [added: uncertainty,] because it requires significant use of judgment to be made by management.

The majority of our revenue is commissions derived from our performance as agents and brokers, acting on behalf of insurance carriers to sell products to customers that are seeking to transfer [removed: risk,] [added: risk;] and conversely, acting on behalf of those customers in negotiating with insurance carriers seeking to acquire risk in exchange for premiums.

In the majority of these arrangements, our performance obligation is complete upon the effective date of the bound [removed: policy,] [added: policy;] as such, that is when the associated revenue is recognized.

When we are paid a fee for [removed: service,] [added: service;] however, the associated revenue is recognized over a period of time that coincides with when the customer simultaneously receives and consumes the benefit of our work, which characterizes most of our claims processing arrangements and various services performed in our property and casualty, and employee benefits practices.

These premiums are reported net of the ceded premiums for reinsurance and recognized [removed: evenly] [added: ratably] over the associated policy periods.

Management determines a [removed: policy] cancellation reserve based upon historical cancellation experience adjusted in accordance with known circumstances.

These assets [removed: generally] [added: primarily] consist of purchased customer [removed: accounts, non-compete agreements,] [added: accounts] and the excess of purchase prices over the fair value of identifiable net assets acquired (goodwill).

In connection with acquisitions, we record the estimated value of the net tangible assets purchased and the value of the identifiable intangible assets purchased, which [removed: typically] [added: primarily] consist of purchased customer [removed: accounts and non-compete agreements.][added: accounts.]

Purchased customer accounts [removed: and non-compete agreements] are amortized on a straight-line basis over the related estimated [removed: lives and contract periods, which typically range from 3 to] [added: lives, generally] 15 years.

We completed our most recent evaluation of impairment for goodwill as of November 30, [removed: 2023] [added: 2024] and determined that the fair value of goodwill exceeded the carrying value of such assets.

Additionally, there have been no impairments recorded for amortizable intangible assets for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

During the performance measurement period, we review the probable outcome of the performance conditions associated with our performance awards [removed: quarterly] and adjust the expense recognition accruals with the expected performance outcome.

During the first quarter of [removed: 2022,] [added: 2023,] the performance conditions for approximately [removed: 1.3 million shares of the Company’s common stock granted under the Company’s 2010 SIP and approximately 22,000] [added: 970,000] shares of the Company’s common stock granted under the Company’s 2019 SIP were determined by the Compensation Committee to have been satisfied relative to the performance-based grants issued in [removed: 2019] [added: 2020] and [removed: 2021.][added: 2022.]

These grants had a performance measurement period that concluded on December 31, [removed: 2021.][added: 2024.]

The vesting condition for these grants requires continuous employment for a period of up to five years from the [removed: 2019 grant date and four years from the 2021] [added: 2022] grant date in order for the awarded shares to become fully vested and nonforfeitable.

[removed: As a result of the awarding of these shares, the] grantees will be eligible to receive payments of dividends and exercise voting privileges.

During the first quarter of [removed: 2023,] [added: 2024,] the performance conditions for approximately [removed: 970,000] [added: 1.2 million] shares of the Company’s common stock granted under the [removed: under the] Company’s 2019 SIP were determined by the Compensation Committee to have been satisfied relative to the performance-based grants issued in [removed: 2020] [added: 2021] and [removed: 2022.][added: 2023.]

Income before income taxes for the year ended December 31, 2024, increased by $157 million, or 13.7% over 2023, driven by Organic Revenue growth, increased profit-sharing contingent commissions, leveraging our expense base, net new business, increased investment income, acquisitions completed in the past twelve months and the change in estimated acquisition earn-out payables.

This was partially offset by a decrease in the gain on disposal primarily associated with the divestiture of certain businesses within the former Services segment during the fourth quarter of 2023.

We present these measures because we believe such information is of interest to the investment community.

We believe they provide additional meaningful methods to evaluate the Company’s operating performance from period to period.

Beginning January 1, 2024, we no longer exclude Foreign Currency Translation from the calculation of EBITDAC - Adjusted and EBITDAC Margin - Adjusted.

Prior periods are presented on the same basis so that the calculations of EBITDAC - Adjusted and EBITDAC Margin - Adjusted are comparable for both periods.

We no longer exclude Foreign Currency Translation from the calculation of these earnings measures because fluctuations in Foreign Currency Translation affect both our revenues and expenses, largely offsetting each other.

Therefore, excluding Foreign Currency Translation from these earnings measures provides no meaningful incremental value in evaluating our financial performance.

“(Gain)/loss on disposal” is a caption on our consolidated statements of income which reflects net proceeds received as compared to net book value related to sales of books of business and other divestiture transactions, such as the disposal of a business through sale or closure.

As a result of the awarding of these shares, the

| Profit-sharing contingent commissions | | | 166 | | | | 27.7 | % | | | 130 | |

| Total revenues | | | 4,805 | | | | 12.9 | % | | | 4,257 | |

| Other operating expenses | | | 710 | | | | 9.2 | % | | | 650 | |

| Gain on disposal | | | (31 | ) | | | (78.3 | )% | | | (143 | ) |

| Amortization | | | 178 | | | | 7.2 | % | | | 166 | |

| Depreciation | | | 44 | | | | 10.0 | % | | | 40 | |

| Interest | | | 193 | | | | 1.6 | % | | | 190 | |

| Total expenses | | | 3,502 | | | | 12.6 | % | | | 3,111 | |

| Income before income taxes | | | 1,303 | | | | 13.7 | % | | | 1,146 | |

| Income taxes | | | 301 | | | | 9.5 | % | | | 275 | |

| Net income before non-controlling interests | | | 1,002 | | | | 15.0 | % | | | 871 | |

| Less: Net income attributable to non-controlling interests | | | 9 | | | NMF | | | | | — | |

| Net income attributable to the Company | | $ | 993 | | | | 14.0 | % | | $ | 871 | |

| EBITDAC - Adjusted (2) | | $ | 1,689 | | | | 17.0 | % | | $ | 1,444 | |

| Capital expenditures | | $ | 82 | | | | 18.8 | % | | $ | 69 | |

| Total assets at December 31, | | $ | 17,612 | | | | 18.3 | % | | $ | 14,883 | |

Amortization expense for 2024 increased $12 million to $178 million, or 7.2% over 2023.

Estimations of

| (in millions) | | 2024 | | | | 2023 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| (in millions) | | 2024 | | | | 2023 | | | | 2024 | | | | 2023 | | | | 2024 | | | | 2023 | | | | 2024 | | | | 2023 | | |

| Commissions and fees | | $ | 2,720 | | | $ | 2,500 | | | $ | 1,375 | | | $ | 1,160 | | | $ | 610 | | | $ | 539 | | | $ | 4,705 | | | $ | 4,199 | |

| Total change | | $ | 220 | | | | | | | $ | 215 | | | | | | | $ | 71 | | | | | | | $ | 506 | | | | | |

| Total growth % | | | 8.8 | % | | | | | | | 18.5 | % | | | | | | | 13.2 | % | | | | | | | 12.1 | % | | | | |

| Core commissions and fees | | $ | 2,676 | | | $ | 2,450 | | | $ | 1,280 | | | $ | 1,095 | | | $ | 583 | | | $ | 524 | | | $ | 4,539 | | | $ | 4,069 | |

| Acquisitions revenues | | | (81 | ) | | | — | | | | (57 | ) | | | — | | | | (8 | ) | | | — | | | | (146 | ) | | | — | |

| Dispositions | | | — | | | | (6 | ) | | | — | | | | (97 | ) | | | — | | | | 2 | | | | — | | | | (101 | ) |

| Organic Revenue(2) | | $ | 2,595 | | | $ | 2,452 | | | $ | 1,223 | | | $ | 999 | | | $ | 575 | | | $ | 527 | | | $ | 4,393 | | | $ | 3,978 | |

| Organic Revenue growth(2) | | $ | 143 | | | | | | | $ | 224 | | | | | | | $ | 48 | | | | | | | $ | 415 | | | | | |

with creating and selling warranty and service risk management programs.

Income before income taxes for the year ended December 31, 2023 increased by $270.0 million, or 30.8% over 2022, driven by net new business, growth from existing customers, acquisitions we completed in the last 12 months and an increase in the (gain)/loss on disposal primarily associated with the divestiture of certain businesses within the Services segment during the fourth quarter of 2023, which were partially offset by incremental operating costs, increased amortization expense as a result of acquisitions, along with higher interest expense associated with an increase in the reference rate associated with the portion of our debt that carries a floating rate, and an increase in the change in estimated acquisition earn-out payables.

Total Revenues - Adjusted is our total revenues, excluding Foreign Currency Translation (as defined below).

Non-compete agreements are valued based upon their duration and any unique features of the particular agreements.

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| REVENUES | | | | | | | | | | | | |

| Total revenues | | | 4,257.1 | | | | 19.1 | % | | | 3,573.4 | |

| EXPENSES | | | | | | | | | | | | |

| Amortization | | | 166.0 | | | | 13.2 | % | | | 146.6 | |

| Depreciation | | | 40.0 | | | | 2.0 | % | | | 39.2 | |

| Interest | | | 190.0 | | | | 34.6 | % | | | 141.2 | |

| Total expenses | | | 3,111.0 | | | | 15.3 | % | | | 2,697.3 | |

| Income before income taxes | | | 1,146.1 | | | | 30.8 | % | | | 876.1 | |

| Income taxes | | | 275.6 | | | | 34.9 | % | | | 204.3 | |

| NET INCOME | | $ | 870.5 | | | | 29.6 | % | | $ | 671.8 | |

| EBITDAC - Adjusted (2) | | $ | 1,444.7 | | | | 23.1 | % | | $ | 1,173.8 | |

| Total assets at December 31, | | $ | 14,883.4 | | | | 6.5 | % | | $ | 13,973.5 | |

(1)

(2)

A non-GAAP financial measure

NMF = Not a meaningful figure

The gains on disposal were due to activity associated with sales of businesses or book of business.

Amortization expense for 2023 increased $19.4 million to $166.0 million, or 13.2% over 2022.

The increase is due to higher average debt balances resulting from debt issuance and bank financing in the first quarter of 2022 to fund the acquisitions of Orchid, GRP, and BdB, as well as increases in the floating-rate benchmark associated with our adjustable-rate debt.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Commissions and fees | | $ | 2,433.0 | | | $ | 2,080.4 | | | $ | 1,064.3 | | | $ | 858.1 | | | $ | 539.0 | | | $ | 452.8 | | | $ | 163.1 | | | $ | 171.9 | | | $ | 4,199.4 | | | $ | 3,563.2 | |

| Total change | | $ | 352.6 | | | | | | | $ | 206.2 | | | | | | | $ | 86.2 | | | | | | | $ | (8.8 | ) | | | | | | $ | 636.2 | | | | | |

| Profit-sharing contingent commissions | | | (49.9 | ) | | | (48.8 | ) | | | (65.2 | ) | | | (27.6 | ) | | | (14.8 | ) | | | (12.3 | ) | | | — | | | | — | | | | (129.9 | ) | | | (88.7 | ) |

| Core commissions and fees | | $ | 2,383.1 | | | $ | 2,031.6 | | | $ | 999.1 | | | $ | 830.5 | | | $ | 524.2 | | | $ | 440.5 | | | $ | 163.1 | | | $ | 171.9 | | | $ | 4,069.5 | | | $ | 3,474.5 | |

| Acquisitions | | | (203.5 | ) | | | — | | | | (47.1 | ) | | | — | | | | (34.4 | ) | | | — | | | | — | | | | — | | | | (285.0 | ) | | | — | |

| Dispositions | | | — | | | | (20.2 | ) | | | — | | | | (18.0 | ) | | | — | | | | (5.0 | ) | | | — | | | | (7.8 | ) | | | — | | | | (51.0 | ) |

| Organic Revenue(2) | | $ | 2,179.6 | | | $ | 2,020.2 | | | $ | 952.0 | | | $ | 812.5 | | | $ | 489.8 | | | $ | 436.6 | | | $ | 163.1 | | | $ | 164.1 | | | $ | 3,784.5 | | | $ | 3,433.4 | |

| Organic Revenue growth(2) | | $ | 159.4 | | | | | | | $ | 139.5 | | | | | | | $ | 53.2 | | | | | | | $ | (1.0 | ) | | | | | | $ | 351.1 | | | | | |

| Organic Revenue growth rate(2) | | | 7.9 | % | | | | | | | 17.2 | % | | | | | | | 12.2 | % | | | | | | | (0.6 | )% | | | | | | | 10.2 | % | | | | |

Excluding the amounts from the "Other" column the growth in commissions and fees was 17.0%.

| (in millions, except percentages) | | 2022 | | | | 2021 | | | | 2022 | | | | 2021 | | | | 2022 | | | | 2021 | | | | 2022 | | | | 2021 | | | | 2022 | | | | 2021 | | |

| Commissions and fees | | $ | 2,080.4 | | | $ | 1,764.9 | | | $ | 858.1 | | | $ | 701.1 | | | $ | 452.8 | | | $ | 402.6 | | | $ | 171.9 | | | $ | 178.9 | | | $ | 3,563.2 | | | $ | 3,047.5 | |

| Total change | | $ | 315.5 | | | | | | | $ | 157.0 | | | | | | | $ | 50.2 | | | | | | | $ | (7.0 | ) | | | | | | $ | 515.7 | | | | | |

The fair value of our invested assets at December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022,] [added: 2023,] approximated their respective carrying values due to their short-term duration and therefore, such market risk is not considered to be material.

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: $1,075.0] [added: $1,006] million outstanding under the Second Amended and Restated Credit Agreement and the Loan Agreement tied to [removed: SOFR.][added: the Secured Overnight Financing Rate (“SOFR”).]

These [removed: aforementioned notes] [added: agreements] bear interest on a floating basis and are therefore subject to changes in the associated interest expense.

Based upon our foreign currency rate exposure as of December 31, [removed: 2023,] [added: 2024,] an immediate 10% hypothetical change of foreign currency exchange rates would not have a material effect on our Consolidated Financial Statements.

Fee revenues are generated by: (i) our Services segment, which provides insurance-related services, including third-party claims administration and comprehensive medical utilization management services in both the workers’ compensation and all-lines liability arenas, as well as Medicare Set-aside services, Social Security disability and Medicare benefits advocacy services, and other claims adjusting services, (ii) our [removed: National] Programs and Wholesale Brokerage segments, which earn fees primarily for the issuing of insurance policies on behalf of insurance carriers, and (iii) our Retail segment for fees received in lieu of commissions or for other services provided.

As of December 31, [removed: 2023,] [added: 2024,] our activities were conducted in [removed: 322] [added: 315] domestic locations in [removed: 46] [added: 44] states, and [removed: 177] [added: 201] international locations in Belgium, Bermuda, Canada, Cayman Islands, France, Germany, Hong Kong Special Administrative Region of the People's Republic of China (“Hong Kong”), Republic of Ireland, Italy, Malaysia, the Netherlands, [added: Singapore,] United Arab Emirates and the United Kingdom.

[removed: Our] [added: Historically, our] business [removed: is] [added: was] divided into four reportable segments: (i) the Retail segment, (ii) the [removed: National] Programs segment, (iii) the Wholesale Brokerage segment and (iv) the Services segment.

The [removed: National] Programs segment, which acts as an MGU, provides professional liability and related package products for certain professionals, a range of insurance products for individuals, flood coverage, and targeted products and services designated for specific industries, trade groups, governmental entities and market niches, all of which are delivered through a nationwide network of independent agents, including Brown & Brown retail agents, as well as affinity groups, wholesale entities and sold direct to consumers.

[removed: As announced on October 31, 2023 and completed in] [added: In] the fourth quarter of 2023, the Company sold certain third-party claims administration and adjusting services [removed: businesses representing approximately 50%] of the [removed: total revenues of the] Services segment to Davies Group Ltd. [removed: As a result, beginning] [added: Beginning] in fiscal year 2024 the Company [removed: will operate] [added: operated] three segments: Retail, Programs [removed: (formerly National Programs),] and Wholesale.

Historical results [removed: will be] [added: were] recast to align with the three-segment structure with the remaining businesses to be included as part of the Retail segment.

[removed: However, with the sold businesses] representing, as a percentage of total Company, approximately 3% of the total revenue, 2% of the total assets and 2% of net income, the Company determined that treating the sale as discontinued operations was not appropriate.

The following table summarizes (i) the commissions and fees generated by each of our reportable operating segments for [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] and (ii) the percentage of our total commissions and fees represented by each segment for each such period:

| (in millions, except percentages) | | [removed: 2023] [added: 2024] | | | | % | | | | [removed: 2022] [added: 2023] | | | | % | | | | [removed: 2021] [added: 2022] | | | | % | | |

| Other | | | [removed: (1.7] [added: (2] | ) | | | (— | )% | | | [removed: (1.2] [added: (3] | ) | | | (— | )% | | | [removed: (1.7] [added: (1] | ) | | | (0.1 | )% |

Outside of the United States we have retail operations based in Bermuda, Canada, Cayman Islands, Republic of Ireland and the United Kingdom, managing general underwriter operations in Canada, France, Germany, Hong Kong, Italy, Malaysia, the Netherlands, United Arab Emirates and the United Kingdom; and wholesale brokerage operations based in Belgium, Hong Kong, [removed: Italy] [added: Italy, Singapore] and the United Kingdom.

These operations generated [removed: $527.0] [added: $665] million, [removed: $240.6] [added: $527] million and [removed: $78.0] [added: $240] million of revenues for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

See Note [removed: 16] [added: 15] to the Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional segment financial data relating to our business.

During [removed: 2023,] [added: 2024,] commissions and fees from our largest single Retail segment customer represented [removed: 0.8%] [added: 0.7%] of the Retail segment’s total commissions and fees.

As of December 31, [removed: 2023,] [added: 2024,] our Retail segment employed [removed: 9,705] [added: 10,962] employees.

Our Retail segment has physical locations in [removed: 42] [added: 44] states plus Bermuda, Canada, Cayman Islands, [added: the Netherlands,] Republic of Ireland and the United Kingdom.

[added: In connection with selling and marketing of insurance] coverages, we provide a broad range of related services to our customers, such as risk management strategies, loss control surveys and analysis, consultation in connection with placing insurance coverages and claims processing.

[removed: National Programs] [added: Programs] segment

As of December 31, [removed: 2023,] [added: 2024,] our [removed: National] Programs segment employed [removed: 3,743] [added: 3,986] employees.

Our [removed: National] Programs segment has physical locations in [removed: 20] [added: 16] states plus Canada, France, Germany, Hong Kong, Italy, Malaysia, the Netherlands, United Arab Emirates and the United Kingdom.

The [removed: National] Programs segment specializes in the development, underwriting and management of insurance program business, often designed for niche, underserved markets and distributes these coverages to retail agencies (including Brown & Brown retail offices), as well as affinity groups, wholesale entities and sold direct to consumers.

Our largest [removed: National] Programs segment customer represented approximately [removed: 8.1%] [added: 12.7%] of the segment's total commissions and fees.

As of December 31, [removed: 2023,] [added: 2024,] our Wholesale Brokerage segment employed [removed: 1,918] [added: 2,026] employees.

Our Wholesale Brokerage segment has physical locations in [removed: 22] [added: 24] states plus Belgium, Hong Kong, Italy and the United Kingdom.

The Wholesale Brokerage segment represents various U.S., [removed: U.K.,] [added: U.K.] and European surplus lines insurance companies.

During [removed: 2023,] [added: 2024,] commissions and fees from our largest Wholesale Brokerage segment customer represented approximately 1.3% of the Wholesale Brokerage segment’s total commissions and fees.

While it is difficult to quantify the impact on our business from individuals or small businesses purchasing insurance over the internet, we believe this risk would generally be isolated to personal lines customers with single-line coverage, or small businesses that do not have a complex insurance program, which represent a small portion of our overall Retail or [removed: National] Programs segments.

The enforceability of [removed: such] [added: these] agreements varies [removed: from state to state depending upon] [added: based on] applicable [removed: law] [added: laws] and factual circumstances.

The majority of our employment relationships are [removed: at-will] [added: at will] and terminable by either party at any time; however, the [removed: covenants regarding confidential information] [added: confidentiality] and non-solicitation [removed: of our customers and employees] [added: covenants] generally extend [removed: for a period of] at least two years after [removed: cessation of employment.][added: employment ends.]

[removed: Except for] [added: Apart from] certain [removed: of our] employees in Canada, none of our employees are subject to a collective bargaining [removed: agreement and we consider our relations with our employees to be good.][added: agreement.]

[removed: Our teammates are our greatest resource, and by challenging, empowering] [added: By empowering, challenging] and rewarding [removed: them,] our [removed: teams are driven to achieve] [added: teammates, we cultivate] extraordinary results.

[removed: Over] [added: With approximately] 20% of [removed: our] [added: the] Company [removed: is] owned by teammates, [removed: which] we [removed: believe cultivates] [added: foster] a unique ownership culture.

[removed: We strive to provide multiple opportunities for teammates to share in] [added: Programs like] the [removed: ownership of Brown & Brown and to help create personal wealth, including through our employee stock purchase program,] [added: Employee Stock Purchase Plan,] our [added: 2008 Sharesave Plan,] 401(k) [removed: plan,] and long-term equity [removed: grants.][added: grants encourage teammates to share in Brown & Brown’s success.]

[removed: With more than 60%] [added: Approximately 56%] of our U.S. teammates [removed: owning] [added: own] stock in our Company, [removed: we operate with] [added: which drives] an ownership mindset that influences how we invest [removed: in our business] and [removed: the work we do for] [added: serve] our customers.

[removed: We are committed] [added: Our commitment] to [removed: investing heavily] [added: learning is reflected] in [removed: our teammate education and development through] [added: programs like] Brown & Brown University [removed: ("BBU"),] [added: (BBU),] the [removed: Brown & Brown] Education Assistance [added: Program, our Women-Led Mentorship] Program and [removed: our] [added: the] Peer Partnership Program.

[removed: Brown & Brown offers a wide variety of] [added: We offer comprehensive] benefits, including [removed: medical and dental coverage, short-term and long-term] [added: medical, dental,] disability, life insurance and [removed: a] 401(k) [removed: plan.][added: plans.]

In [removed: 2023,] [added: 2024,] there were no widespread layoffs or pay [removed: reductions] [added: cuts] as a result of external factors, such as the economy or natural disasters.

We believe having a team that is diverse in thought, [removed: experience, skills] [added: experience] and [removed: work ethic,] [added: skills] results in teammate empowerment and high performance.

The mission of the DIB advisory council is [added: to] assist with recruiting and [added: the] development of inclusive relationships.

The DIB [removed: advisor] [added: advisory] council is overseen and guided by our chief people officer.

However, with the sold businesses

| Retail segment | | $ | 2,720 | | | | 57.8 | % | | $ | 2,503 | | | | 59.6 | % | | $ | 2,154 | | | | 60.5 | % |

| Programs segment | | | 1,375 | | | | 29.2 | % | | | 1,160 | | | | 27.6 | % | | | 957 | | | | 26.9 | % |

| Wholesale Brokerage segment | | | 610 | | | | 13.0 | % | | | 539 | | | | 12.8 | % | | | 453 | | | | 12.7 | % |

| Total | | $ | 4,703 | | | | 100.0 | % | | $ | 4,199 | | | | 100.0 | % | | $ | 3,563 | | | | 100.0 | % |

As of December 31, 2024, Brown & Brown employed 17,403 individuals worldwide.

We have agreements with our sales team and certain other employees to:

Safeguard our confidential information and trade secrets,

Restrict post-employment solicitation of our customers and

Prevent the hiring of our employees for a set period after separation.

We consider our employee relations to be strong.

Our foundation is built on four pillars: people, performance, service and innovation.

Our employees, whom we call “teammates,” form a cohesive team bound by shared behaviors and values—our cultural DNA.

We are committed to serving our customers, communities, teammates, carrier partners and shareholders by embracing diversity of talent, experience and thought.

As a meritocracy, we provide opportunities for teammates to grow based on their performance and initiative with the goal of ensuring every teammate has a path to success.

Integrity, innovation, discipline and meritocracy define our culture.

Our customer-first approach drives a high-performing, decentralized organization focused on growth and service.

Our goal is to provide teammates with fulfilling, long-term careers.

Most of our workforce consists of full-time employees, but we also employ part-time and seasonal teammates.

Full-time teammates: Work 30+ hours weekly and are eligible for full benefits.

Part-time teammates: Work under 30 hours weekly and may qualify for limited benefits based on hours worked.

Seasonal/temporary teammates: Join for specific projects or interim needs, with limited durations.

We prioritize attracting and developing talented individuals with diverse backgrounds.

Recruitment spans all levels, and our internal recruiting teams are vital in onboarding top talent.

We have seen success hiring recent graduates, mid-level professionals and experienced industry leaders.

In 2024, we expanded our team by nearly 1,000 teammates through 32 acquisitions.

Additionally, partnerships with colleges and a robust internship program enable us to cultivate new talent.

Annually, we refine these offerings based on teammate feedback to ensure we meet their needs.

Flexible work arrangements, financial aid through the Disaster Relief Foundation and a focus on well-being exemplify our commitment to teammates and their families.

To foster engagement, we gather anonymous feedback annually.

In 2024, 94% of teammates rated Brown & Brown a Great Place to Work®.

Our meritocracy encourages teammates to rise based on their performance, supported by a culture that prioritizes health, well-being and inclusion.

Brown & Brown teammates have access to coaching, therapy, and work-life services through a teammate assistance program.

The program allows teammates to find confidential care for their emotional and mental health, how, when, and where they need it.

The benefit includes a fixed number of no-cost sessions of coaching or therapy per person per year, access to a deep repository of resources, videos, and articles on mental and physical health, as well as a suite of work-life services that provide advice on legal and financial issues, identity theft, and dependent care services.

Further, we recognize a growing need in our organization for teammates who also play the role of caregiver.

We are piloting a program with robust, personalized caregiving services to relieve some of the burden and stress of this role.

If the pilot proves successful, we anticipate a global rollout in 2026.

raising awareness regarding the importance of mental health and wellness.

Providing a safe environment is a core responsibility we take seriously.

The Company performed an evaluation to determine if the sold businesses should be reported as

discontinued operations.

| Retail segment | | $ | 2,434.7 | | | | 58.0 | % | | $ | 2,081.6 | | | | 58.4 | % | | $ | 1,766.6 | | | | 58.0 | % |

| National Programs segment | | | 1,064.3 | | | | 25.3 | % | | | 858.1 | | | | 24.1 | % | | | 701.1 | | | | 23.0 | % |

| Wholesale Brokerage segment | | | 539.0 | | | | 12.8 | % | | | 452.8 | | | | 12.7 | % | | | 402.6 | | | | 13.2 | % |

| Services segment | | | 163.1 | | | | 3.9 | % | | | 171.9 | | | | 4.8 | % | | | 178.9 | | | | 5.9 | % |

| Total | | $ | 4,199.4 | | | | 100.0 | % | | $ | 3,563.2 | | | | 100.0 | % | | $ | 3,047.5 | | | | 100.0 | % |

In connection with selling and marketing of insurance

Services segment

As of December 31, 2023, our Services segment employed 398 employees and provided a variety of insurance-related services.

The two businesses listed below were not part of the sale of certain businesses to Davies Group Ltd. in the fourth quarter of 2023.

In 2024, the financial results of these businesses, along with their historical financial results, will be included in the Retail segment.

Social Security Advocacy and Advisory. Social Security advocacy assists individuals throughout the United States who are seeking to establish eligibility for coverage under the federal Social Security Disability program and provides health plan selection and enrollment assistance for Medicare beneficiaries.

We work closely with employer sponsored group life, disability and health plan participants to assist disabled individuals in receiving the education, advocacy and benefit coordination assistance necessary to achieve the fastest possible benefit approvals.

In addition, we provide second injury fund recovery services to the workers’ compensation insurance market.

Medicare Secondary Payer compliance and Medicare Set-Aside. Medicare secondary payer compliance and Medicare Set-aside provides statutory compliance services, conditional payment negotiation and resolution, structured settlements/annuity funding, professional administration and a post-settlement durable medical equipment and pharmacy program administration.

The following businesses were sold to Davies Group Ltd. in the fourth quarter of 2023.

In 2024 the historical results associated with these businesses will be included within the Programs (formerly National Programs) segment.

Claims Administration. Claims administration provides third-party administration (“TPA”) services for commercial and personal property and casualty, medical, vocational, and professional liability insurance markets on a nationwide basis, providing claims adjusting, administration, subrogation, litigation and data management, claims investigations services, claim investigations, and audit services to insurance companies, self-insureds, public municipalities, insurance brokers and corporate entities.

We source claims activity from various Arrowhead programs in our National Programs segment, as well as from third parties.

Self-Insured Trust Administration. Self-insured trust administration provides TPA services for government entities and self-funded or fully-insured workers’ compensation and liability plans and trusts including claims administration and a dedicated subrogation recovery department.

Workers’ Compensation and Liability Plan Administration. Workers’ compensation and liability plan administration provides claims administration, cost containment consulting services for secondary disability and subrogation recoveries, certified and non-certified medical management programs, access to medical networks, case management, utilization review services and risk management services such as loss control.

In 2023, our five largest contracts represented approximately 38.8% of fee revenues in our Services segment.

At December 31, 2023, the Company had 16,152 employees globally.

We have agreements with our sales employees and certain other employees that include provisions that (i) protect our confidential information and trade secrets, (ii) restrict their ability post-employment to solicit the business of our customers, and (iii) prevent them from hiring of our employees for a period of time after separation from employment with us.

The cornerstones of our organization's guiding principles are people, performance, service and innovation.

We view ourselves as a team and refer to our employees as “teammates,” and our team is characterized by a common framework of behaviors, skills, and characteristics that create a link between what we do and how we do it – our cultural DNA.

We believe in always doing what is best for our customers, communities, teammates, carrier partners and shareholders.

We understand that every successful team thrives on the diversity of talent, thought, experience, character and work ethic.

Our ability to continue to serve our customers and communities is dependent on the effective recruitment and enhancement of the most qualified teammates.

We are an equal opportunity employer built on meritocracy, meaning our teammates have the opportunity to rise according to their merits and individual initiative.

At Brown & Brown, we have a culture built on integrity, innovation, superior capabilities, discipline and meritocracy.

Our commitment to doing what is best for our customers drives our sales culture and is a crucial component in our Company's strategy.

We operate as a lean, highly competitive, decentralized growth and profit-oriented sales and service organization.

Our goal is to provide our teammates with long-term careers, which is why a vast majority of our teammates are full-time teammates.

In addition, we also employ regular part-time teammates and seasonal/temporary teammates.

Full-time teammates work at least a 30 hours per week for an indefinite period of time and are generally eligible for all employment benefits provided by the Company.

Part-time teammates work less than 30 hours per week for an indefinite period of time, and depending on the average hours worked per week, they may be eligible for limited employment benefits as specified in terms of the particular benefit plan or policy.

Seasonal/temporary teammates are hired as an interim replacement to temporarily supplement our workforce or assist in completing a specific project, other than those supplied under contract by an outside agency; employment assignments in this category are typically of limited duration.

Our Company focuses on recruiting and developing the most capable teammates with diverse backgrounds and experiences.

We do not believe any of these [added: claims] are, or are likely to become, material to our business.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

| 300 North Beach Street, Daytona Beach, FL | | [removed: ] [added: ] | | 32114 |

The aggregate market value of the voting common stock held by non-affiliates of the registrant, computed by reference to the price at which the stock was last sold on June [removed: 30, 2023] [added: 28, 2024] (the last business day of the registrant’s most recently completed second fiscal quarter) was [removed: $16,289,316,561.][added: $21,449,617,971.]

The number of shares of the Registrant’s common stock, $0.10 par value, outstanding as of February [removed: 19, 2024] [added: 10, 2025] was [removed: 285,801,863.][added: 285,931,978.]

Portions of Brown & Brown, Inc.’s Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders are incorporated by reference into Part III of this Report.

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2023][added: 2024]

| Item 1A. | [Risk Factors](#item_1a_risk_factors) | [removed: 13] [added: 11] |

| Item 1B. | [Unresolved Staff Comments](#item_1b_unresolved_staff_comments) | [removed: 22] [added: 24] |

| Item 1C. | [Cybersecurity](#item_1c_cybersecurity) | [removed: 22] [added: 24] |

| Item 2. | [Properties](#item_2_properties) | [removed: 24] [added: 25] |

| Item 3. | [Legal Proceedings](#item_3_legal_proceedings) | [removed: 24] [added: 25] |

| Item 4. | [Mine Safety Disclosures](#item_4_mine_safety_disclosures) | [removed: 24] [added: 25] |

| [Part II](#part_ii) | | [removed: 25] [added: 26] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#item_5_market_for_registrants_common_equ) | [removed: 25] [added: 26] |

| Item 6. | [removed: Reserved] [added: [Reserved](#item_6_selected_financial_data)] | [removed: 27] [added: 28] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_7_managements_discussion_analysis_f) | [removed: 28] [added: 29] |

| Item 9. | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#item_9_changes_in_disagreements_with_acc) | [removed: 86] [added: 83] |

| Item 9A. | [Controls and Procedures](#item_9a_controls_procedures) | [removed: 86] [added: 83] |

| Item 9B. | [Other Information](#item_9b_or_information) | [removed: 86] [added: 83] |

| Item 9C. | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#item_9b_or_information)] [added: Inspections](#item_9c_disclosure_regarding_foreign)] | [removed: 86] [added: 83] |

| [Part III](#part_iii) | | [removed: 87] [added: 84] |

| Item 10. | [Directors, Executive Officers and Corporate Governance](#item_10_directors_executive_ficers_corpo) | [removed: 87] [added: 84] |

| Item 11. | [Executive Compensation](#item_11_executive_compensation) | [removed: 87] [added: 84] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12_security_ownership_certain_benef) | [removed: 88] [added: 85] |

| Item 13. | [Certain Relationships and Related Transactions, and Director Independence](#item_13_certain_relationships_related_tr) | [removed: 88] [added: 85] |

| Item 14. | [Principal Accounting Fees and Services](#item_14_principal_accounting_fees_servic) | [removed: 88] [added: 85] |

| [Part IV](#part_iv) | | [removed: 89] [added: 86] |

| Item 15. | [Exhibits, Financial Statement Schedules](#item_15_exhibits_financial_statements_sc) | [removed: 89] [added: 86] |

| Item 16. | [Form 10-K Summary](#item_16_form_10k_summary) | [removed: 91] [added: 88] |

| [Signatures](#signatures) | | [removed: 92] [added: 89] |

The loss of or significant change to any of our insurance company [added: or intermediary] relationships, which could result in loss of capacity to write business, additional expense, loss of market share or material decrease in our commissions;

The effect of natural disasters on our profit-sharing contingent commissions, insurer capacity or claims expenses within our [removed: capitalized] captive insurance facilities;

The effects of [added: significant or] sustained inflation or higher interest rates;

The significant control certain shareholders [removed: have over the Company;][added: have;]

Our reliance on vendors and other third parties to perform key functions of our business operations and provide services to our customers;

Fluctuations in foreign currency exchange rates;

A downgrade to our corporate credit rating, the credit ratings of our outstanding debt or other market speculation;

Changes in our accounting estimates and assumptions;

The Company relies on our internal Technology Solutions team and third-party vendors to [removed: provide] [added: deliver] effective and efficient [removed: service] [added: services] to our customers, process [removed: claims and timely] [added: claims,] and [removed: accurately] report information [removed: to carriers, which often involves secure processing of confidential, sensitive, proprietary] [added: accurately] and [removed: other types of information.][added: promptly to carriers.]

We [added: actively] monitor the risks [removed: presented by the possibility of] [added: associated with potential] cybersecurity breaches of any of these systems.

[removed: Accordingly,] [added: Therefore,] we have [removed: significantly invested,] [added: made investments,] and will continue to invest, in technology security initiatives, information technology [removed: policies and] [added: policies,] resources, and teammate training to mitigate the risk of [removed: improper] [added: unauthorized] access to [removed: private] [added: sensitive or personally identifiable] information.

The Audit Committee, composed entirely of independent directors, is responsible for organization-wide oversight regarding information security and reports to the full [removed: Board.][added: board of directors.]

All directors typically attend our committee meetings, which we believe creates transparency and a more [added: collaborative and informed Board.]

The Audit Committee receives reports on at least a quarterly basis from the Company’s chief [removed: information] security [removed: officer, who is typically accompanied by the Company’s chief security] officer [removed: and chief information officer,] on the Company’s latest information security risks and mitigation strategies.

The Company’s chief [removed: information] security [removed: officer, under the direction of our chief security officer,] [added: officer] is responsible for developing and implementing our information security program.

Our chief [removed: information] security officer [removed: and our chief security officer each] has more than 35 years of experience in technology, operations, information risk and security.

Our chief [removed: information] security officer has deep experience developing comprehensive information security programs for large and complex [removed: financial services and insurance] organizations.

[removed: Our chief security officer] [added: He also] brings extensive experience in both the military and the private sector and is a specialist in attack surface reduction, incident response and recovery, targeted threat hunting, forensics/malware analysis and threat group analysis.

Our [removed: Information Security] [added: information security] team [removed: has] deployed a structured and measured vulnerability management program that proactively identifies vulnerabilities across our platforms and processes.

[removed: Our teammates] [added: They] are also subject to security awareness communications and random simulated phishing campaigns.

[removed: Teammates] [added: Moreover, teammates] are [removed: also] required to complete Health Insurance Portability and Accountability Act of 1996 (HIPAA) training every one or two years, depending on [added: their] location.

In [removed: 2023, substantially] [added: 2024, nearly] all Brown & Brown teammates completed ethical conduct [removed: training;] [added: training,] cybersecurity awareness [removed: training;] [added: training,] the California Consumer Privacy Act (CCPA) [removed: Survey;] [added: Survey,] and the Annual Certification for Insurance Licensees [removed: training] [added: training, which serves] as a reminder of the regulatory obligation to report certain changes to the jurisdictions [removed: in which] [added: where] they are licensed.

This process, which engages our [removed: Security Operations Center] [added: security operations center] (SOC) for incident identification, our internal security team for incident analysis and assignment, our Technology Solutions [removed: teams] [added: team] for isolation/remediation and our third-party business partner for continuity awareness and escalations.

We face a number of cybersecurity risks in connection with our business and have from time-to-time experienced cybersecurity incidents, such as malware infections, phishing [removed: campaigns] [added: campaigns, ransomware] and vulnerability exploit attempts, which to date have not had a material impact on our business strategy, results of operations, or financial condition.

For more information about the cybersecurity risks we face, see the risk factor entitled “A cybersecurity attack, or any other interruption in information technology and/or data security that may impact our operations [removed: or the operations of third parties that support us, could adversely affect our business, financial condition and reputation” in Item 1A - Risk Factors.]

This often requires the secure handling of confidential, sensitive, proprietary, and other types of information.

Internal persistent scans and external monthly scans;

Additionally, external partners and products undergo a comprehensive security risk assessment process using our security scorecard tool, which evaluates data security risks and vulnerability maturity.

Our teammates participate in an annual online security and compliance training program that includes testing.

or the operations of third parties that support us, could adversely affect our business, financial condition and reputation” in Item 1A - Risk Factors.

collaborative and informed Board.

In addition, external partners and products are submitted through a security risk assessment process facilitated through our security scorecard tool for data security risk and vulnerability maturity rating, and our teammates undertake a yearly security and compliance online training with test certification.

We lease offices at each of our other [removed: 499] [added: 514] locations.

See Note [removed: 15] [added: 14] to the Consolidated Financial Statements for additional information on our lease commitments.

On February [removed: 19, 2024,] [added: 10, 2025,] there were [removed: 285,801,863] [added: 285,931,978] shares of our common stock outstanding, held by approximately [removed: 1,564] [added: 1,616] shareholders of record.

These purchases may be carried out through open market purchases, block trades, accelerated share repurchase plans of up to [removed: $100.0] [added: $100] million each (unless otherwise approved by the board of directors), negotiated private transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Exchange Act.

On July 18, 2014, the Company’s board of directors authorized the repurchase of up to [removed: $200.0] [added: $200] million of its shares of common stock, and on July 20, 2015, the Company’s board of directors authorized the repurchase of up to an additional [removed: $400.0] [added: $400] million of the Company’s outstanding common stock.

On May 1, 2019, the board of directors approved an additional repurchase authorization amount of [removed: $372.5] [added: $373] million to bring the total available share repurchase authorization at that time to approximately [removed: $500.0] [added: $500] million.

At December 31, [removed: 2023,] [added: 2024,] the remaining amount authorized by our board of directors for share repurchases was [removed: $249.5] [added: $249] million.

Under the authorized repurchase programs, the Company has repurchased approximately [removed: 19.7] [added: 20] million shares for an aggregate cost of approximately [removed: $748.1] [added: $748] million between 2014 and [removed: 2023.][added: 2024.]

The following table presents information with respect to our purchases of our common stock during the three months ended December 31, [removed: 2023.][added: 2024.]

| Period | | Total number of shares [removed: purchased] [added: purchased(1)] | | | | Average price paid per share | | | | Total number of shares purchased as part of publicly announced plans or programs | | | | Approximate dollar value of shares that may yet be purchased under the plans or programs | | |

The following graph is a comparison of five-year cumulative total shareholder returns for our common stock as compared with the cumulative total shareholder return for the S&P 500 Composite [removed: Index,] [added: Index] and a group of peer insurance broker and agency companies (Aon plc, Arthur J.

The returns of each company have been weighted according to such companies’ respective stock market capitalizations as of December 31, [removed: 2018] [added: 2019] for the purposes of arriving at a peer group average.

The total return calculations are based upon an assumed $100.00 investment on December 31, [removed: 2018,] [added: 2019,] with all dividends reinvested.

[removed: ][added: ]

During 2024, the Company did not repurchase any of its shares.

| October 1, 2024 to October 31, 2024 | | | 3,027 | | | $ | 106.33 | | | | — | | | $ | 249 | |

| November 1, 2024 to November 30, 2024 | | | — | | | | — | | | | — | | | | 249 | |

| December 1, 2024 to December 31, 2024 | | | — | | | | — | | | | — | | | | 249 | |

| Total | | | 3,027 | | | $ | 106.33 | | | | — | | | $ | 249 | |

(1)

All shares reported in this column are attributable to shares withheld for taxes in connection with vesting of restricted shares awarded under our 2010 Stock Incentive Plan and 2019 Stock Incentive Plan.

| | | 12/19 | | | | 12/20 | | | | 12/21 | | | | 12/22 | | | | 12/23 | | | | 12/24 | | |

| Brown & Brown, Inc. | | | 100.00 | | | | 121.06 | | | | 180.74 | | | | 147.51 | | | | 185.46 | | | | 267.65 | |

| S&P 500 Composite | | | 100.00 | | | | 116.26 | | | | 147.52 | | | | 118.84 | | | | 147.64 | | | | 182.05 | |

| Peer Group | | | 100.00 | | | | 111.92 | | | | 158.48 | | | | 163.08 | | | | 182.06 | | | | 222.31 | |

Sales of Unregistered Securities

During 2023, the Company issued 261,614 shares of the Company's common stock to the owners of the businesses acquired in connection with the acquisition of Kentro Capital Limited.

The issuances were made in reliance upon the following exemptions or exclusions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”): Section 4(a)(2) of the Securities Act, Regulation D promulgated under the Securities Act and Regulation S promulgated under the Securities Act.

During 2023, the Company repurchased 2,100 shares at an average price of $53.84 for a total cost of $0.1 million under the current share repurchase authorization.

| October 1, 2023 to October 31, 2023 | | | — | | | $ | — | | | | — | | | $ | 249.5 | |

| November 1, 2023 to November 30, 2023 | | | — | | | | — | | | | — | | | | 249.5 | |

| December 1, 2023 to December 31, 2023 | | | — | | | | — | | | | — | | | | 249.5 | |

| Total | | | — | | | $ | — | | | | — | | | $ | 249.5 | |

| | | 12/18 | | | | 12/19 | | | | 12/20 | | | | 12/21 | | | | 12/22 | | | | 12/23 | | |

| Brown & Brown, Inc. | | | 100.00 | | | | 144.66 | | | | 175.13 | | | | 261.47 | | | | 213.40 | | | | 268.29 | |

| S&P 500 Composite | | | 100.00 | | | | 131.47 | | | | 155.65 | | | | 200.29 | | | | 163.98 | | | | 207.04 | |

| Peer Group | | | 100.00 | | | | 140.40 | | | | 151.85 | | | | 213.43 | | | | 216.03 | | | | 234.74 | |

| [Consolidated Statements of Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#consolidated_statements_income)] [added: 2022](#consolidated_statements_income)] | 47 |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#consolidated_statements_of_comp_income)] [added: 2022](#consolidated_statements_of_comp_income)] | 48 |

| [Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022](#consolidated_balance_sheets)] [added: 2023](#consolidated_balance_sheets)] | 49 |

| [Consolidated Statements of Shareholders’ Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#consolidated_statements_shareholders_equ)] [added: 2022](#consolidated_statements_shareholders_equ)] | 50 |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#consolidated_statements_cash_flows)] [added: 2022](#consolidated_statements_cash_flows)] | [removed: 52] [added: 51] |

| [Notes to Consolidated Financial Statements for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#notes_to_consolidated_financial_statemen)] [added: 2022](#notes_to_consolidated_financial_statemen)] | [removed: 55] [added: 52] |

| [Note 1: Summary of Significant Accounting Policies](#note_1_summary_significant_accounting_po) | [removed: 55] [added: 52] |

| [Note 2: Revenues](#note_2_revenues) | [removed: 60] [added: 57] |

| [Note 3: Business Combinations](#note_3_business_combinations) | [removed: 62] [added: 59] |

| [Note 4: Goodwill](#note_4_goodwill) | [removed: 65] [added: 61] |

| [Note 5: Amortizable Intangible Assets](#note_5_amortizable_intangible_assets) | [removed: 65] [added: 62] |

| [removed: [Note 6: Investments](#note_6_investments)] [added: Investments] | [removed: 65] | [added: | 19 | | | | 21 | |]

| [Note [removed: 7:] [added: 6:] Fixed Assets](#note_7_fixed_assets) | [removed: 68] [added: 63] |

| [Note [removed: 8:] [added: 7:] Accrued Expenses and Other Liabilities](#note_8_accrued_expenses_or_current_liabi) | [removed: 68] [added: 63] |

| [Note [removed: 9:] [added: 8:] Long-Term Debt](#note_9_longterm_debt) | [removed: 69] [added: 64] |

| [Note [removed: 10:] [added: 9:] Income Taxes](#note_10_income_taxes) | [removed: 71] [added: 66] |

| [Note [removed: 11:] [added: 10:] Employee Savings Plan](#note_11_employee_savings_plan) | [removed: 73] [added: 68] |

| [Note [removed: 12:] [added: 11:] Stock-Based Compensation](#note_12_stockbased_compensation) | [removed: 73] [added: 68] |

| [Note [removed: 13:] [added: 12:] Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities](#note_13_supplemental_disclosures_cash_f) | [removed: 76] [added: 71] |

| [Note [removed: 14:] [added: 13:] Commitments and Contingencies](#note_14_commitments_contingencies) | [removed: 77] [added: 72] |

| [Note [removed: 15: Leases](#note_15_leases)] [added: 14: Leases](#note_14_leases)] | [removed: 78] [added: 72] |

| [Note [removed: 16:] [added: 15:] Segment Information](#note_16_segment_information) | [removed: 80] [added: 75] |

| [Note [removed: 17:] [added: 16:] Insurance Company Subsidiary Operations](#note_17_reinsurance) | [removed: 81] [added: 77] |

| [Note [removed: 18:] [added: 17:] Shareholders’ Equity](#note_20_shareholders_equity) | [removed: 82] [added: 78] |

| [Reports of Independent Registered Public Accounting Firm](#report_of_independant_registered_public) | [removed: 82] [added: 79] |

| (in millions, except per share data) | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | |

| Investment income | | | [removed: 52.4] [added: 93] | | | | [removed: 6.5] [added: 52] | | | | [removed: 1.1] [added: 7] | |

| Other income, net | | | [removed: 5.3] [added: 7] | | | | [removed: 3.7] [added: 6] | | | | [removed: 2.8] [added: 3] | |

| Employee compensation and benefits | | | [removed: 2,186.6] [added: 2,406] | | | | [removed: 1,816.9] [added: 2,187] | | | | [removed: 1,636.9] [added: 1,817] | |

| (Gain)/loss on disposal | | | [removed: (143.3] [added: (3] | ) | | | [removed: (4.5] [added: (28] | ) | | | [removed: (9.6] [added: —] | [removed: )] | [added: | | | |]

| Change in estimated acquisition earn-out payables | | | [removed: 21.8] [added: 2] | | | | [removed: (38.9] [added: 21] | [removed: )] | | | [removed: 40.4] [added: (39] | [added: )] |

| [removed: Income] [added: *Reconciliation of income] before income [removed: taxes] [added: taxes*] | | | [removed: 1,146.1] | | | | [removed: 876.1] | | | | [removed: 762.8] | | [added: | | | |]

| Basic | | $ | [removed: 3.07] [added: 3.48] | | | $ | [removed: 2.38] [added: 3.07] | | | $ | [removed: 2.08] [added: 2.38] | |

| Diluted | | $ | [removed: 3.05] [added: 3.46] | | | $ | [removed: 2.37] [added: 3.05] | | | $ | [removed: 2.07] [added: 2.37] | |

| (in millions) | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | |

| Foreign currency translation | | | [removed: 128.6] | | | | [removed: (137.5] | [added: | | | | | | | | | | | (91 |] ) | | | [removed: (9.3] | [added: | | | | | | | (91 |] ) |

| Unrealized gain/(loss) on available-for-sale debt securities, net of tax | | | [removed: 0.7] [added: 1] | | | | [removed: (1.5] [added: 1] | [removed: )] | | | [removed: (0.1] [added: (1] | ) |

| (in millions, except per share data) | | December 31, [removed: 2023] [added: 2024] | | | | December 31, [removed: 2022] [added: 2023] | | |

| Cash and [removed: cash] equivalents | | [removed: $] | [removed: 700.3] [added: —] | | | [removed: $] | [removed: 650.0] [added: —] | | [added: | | 10 | | | | 10 | |]

| Fiduciary cash | | | [removed: 1,602.6] [added: —] | | | | [removed: 1,383.2] [added: 11] | | [added: | | 23 | | | | 34 | |]

| Commissions and fees | | $ | 4,705 | | | $ | 4,199 | | | $ | 3,563 | |

| Total revenues | | | 4,805 | | | | 4,257 | | | | 3,573 | |

| Other operating expenses | | | 710 | | | | 650 | | | | 597 | |

| Gain on disposal | | | (31 | ) | | | (143 | ) | | | (5 | ) |

| Amortization | | | 178 | | | | 166 | | | | 147 | |

| Depreciation | | | 44 | | | | 40 | | | | 39 | |

| Interest | | | 193 | | | | 190 | | | | 141 | |

| Total expenses | | | 3,502 | | | | 3,111 | | | | 2,697 | |

| Income before income taxes | | | 1,303 | | | | 1,146 | | | | 876 | |

| Income taxes | | | 301 | | | | 275 | | | | 204 | |

| Net income before non-controlling interests | | | 1,002 | | | | 871 | | | | 672 | |

| Less: Net income attributable to non-controlling interests | | | 9 | | | | — | | | | — | |

| Net income attributable to the Company | | $ | 993 | | | $ | 871 | | | $ | 672 | |

| Net income attributable to the Company | | $ | 993 | | | $ | 871 | | | $ | 672 | |

| Foreign currency translation (loss)/gain | | | (91 | ) | | | 128 | | | | (138 | ) |

| Comprehensive income attributable to the Company | | $ | 903 | | | $ | 1,000 | | | $ | 533 | |

| Cash and cash equivalents | | $ | 675 | | | $ | 700 | |

| Fiduciary cash | | | 1,827 | | | | 1,603 | |

| Fiduciary receivables | | | 1,116 | | | | 1,125 | |

| Reinsurance recoverable | | | 1,527 | | | | 125 | |

| Other current assets | | | 354 | | | | 314 | |

| Goodwill | | | 7,970 | | | | 7,341 | |

| Other assets | | | 366 | | | | 301 | |

| Total assets | | $ | 17,612 | | | $ | 14,883 | |

| Fiduciary liabilities | | $ | 2,943 | | | $ | 2,727 | |

| Unearned premiums | | | 577 | | | | 462 | |

| Accounts payable | | | 373 | | | | 459 | |

| Other liabilities | | | 362 | | | | 326 | |

| Treasury stock, at cost 20 shares at 2024 and 2023 | | | (748 | ) | | | (748 | ) |

| Non-controlling interests | | | 17 | | | | — | |

| Retained earnings | | | 6,128 | | | | 5,289 | |

| Balance at January 1, 2022 | | | 282 | | | $ | 30 | | | $ | 849 | | | $ | (674 | ) | | $ | (9 | ) | | $ | 4,001 | | | $ | — | | | $ | 4,197 | |

| Foreign currency translation | | | | | | | | | | | 1 | | | | | | | | (138 | ) | | | | | | | | | | | (137 | ) |

| Balance at December 31, 2022 | | | 283 | | | | 30 | | | | 920 | | | | (748 | ) | | | (149 | ) | | | 4,553 | | | | — | | | | 4,606 | |

| Shares issued - employee stock compensation plans | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2023 | | | 285 | | | | 30 | | | | 1,027 | | | | (748 | ) | | | (19 | ) | | | 5,289 | | | | — | | | | 5,579 | |

| Net Income | | | | | | | | | | | | | | | | | | | | | | | 993 | | | | 9 | | | | 1,002 | |

| Shares issued - employee stock compensation plans | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net non-controlling interest acquired (disposed) | | | | | | | | | | | 2 | | | | | | | | | | | | | | | | 8 | | | | 10 | |

| Balance at December 31, 2024 | | | 286 | | | $ | 31 | | | $ | 1,118 | | | $ | (748 | ) | | $ | (109 | ) | | $ | 6,128 | | | $ | 17 | | | $ | 6,437 | |

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Commissions and fees | | $ | 4,199.4 | | | $ | 3,563.2 | | | $ | 3,047.5 | |

| Total revenues | | | 4,257.1 | | | | 3,573.4 | | | | 3,051.4 | |

| Other operating expenses | | | 649.9 | | | | 596.8 | | | | 403.0 | |

| Amortization | | | 166.0 | | | | 146.6 | | | | 119.6 | |

| Depreciation | | | 40.0 | | | | 39.2 | | | | 33.3 | |

| Interest | | | 190.0 | | | | 141.2 | | | | 65.0 | |

| Total expenses | | | 3,111.0 | | | | 2,697.3 | | | | 2,288.6 | |

| Income taxes | | | 275.6 | | | | 204.3 | | | | 175.7 | |

| Net income | | $ | 870.5 | | | $ | 671.8 | | | $ | 587.1 | |

| Dividends declared per share | | $ | 0.48 | | | $ | 0.42 | | | $ | 0.38 | |

| Comprehensive income | | $ | 999.8 | | | $ | 532.8 | | | $ | 577.7 | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Reinsurance recoverable | | | 125.2 | | | | 831.0 | |

| Goodwill | | | 7,340.8 | | | | 6,674.2 | |

| Investments | | | 21.0 | | | | 22.4 | |

| Total assets | | $ | 14,883.4 | | | $ | 13,973.5 | |

| Unearned premiums | | | 462.4 | | | | 412.3 | |

| Accounts payable | | | 458.9 | | | | 286.5 | |

| Treasury stock, at cost 19.7 shares at 2023, 19.7 shares at 2022, respectively. | | | (748.1 | ) | | | (748.0 | ) |

| Retained earnings | | | 5,288.5 | | | | 4,553.0 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at January 1, 2021 | | | 283,004 | | | $ | 30.0 | | | $ | 794.9 | | | $ | (591.3 | ) | | $ | \- | | | $ | 3,520.8 | | | $ | 3,754.4 | |

| Balance at December 31, 2021 | | | 282,496 | | | | 30.1 | | | | 849.4 | | | | (673.9 | ) | | | (9.4 | ) | | | 4,000.7 | | | | 4,196.9 | |

| Foreign currency translation | | | | | | | | | | | 1.0 | | | | | | | | (137.5 | ) | | | | | | | (136.5 | ) |

| Balance at December 31, 2022 | | | 283,221 | | | | 30.3 | | | | 919.7 | | | | (748.0 | ) | | | (148.4 | ) | | | 4,553.0 | | | | 4,606.6 | |

| Foreign currency translation | | | | | | | | | | | (0.2 | ) | | | | | | | 128.6 | | | | | | | | 128.4 | |

| Agency acquisition | | | 262 | | | | | | | | 18.3 | | | | | | | | | | | | | | | | 18.3 | |

| Purchase of treasury stock | | | (2 | ) | | | | | | | | | | | (0.1 | ) | | | | | | | | | | | (0.1 | ) |

| Balance at December 31, 2023 | | | 284,579 | | | $ | 30.4 | | | $ | 1,027.1 | | | $ | (748.1 | ) | | $ | (19.1 | ) | | $ | 5,288.5 | | | $ | 5,578.8 | |

| Amortization of debt discount and disposal of deferred financing costs | | | 1.0 | | | | 3.8 | | | | 2.8 | |

| Amortization of discounts and premiums, investment | | | 3.5 | | | | 0.2 | | | | 0.1 | |

| Effect of changes in foreign exchange rate changes | | | 0.2 | | | | (0.6 | ) | | | 0.5 | |

| Deferred acquisition purchase payment | | | — | | | | (5.1 | ) | | | — | |

| Payments on revolving credit facilities | | | (320.0 | ) | | | (350.0 | ) | | | — | |

| Purchase of treasury stock | | | (0.1 | ) | | | (74.1 | ) | | | (82.6 | ) |

| Cash dividends paid | | | (135.0 | ) | | | (119.5 | ) | | | (107.2 | ) |

There were no changes in or disagreements with accountants on accounting and financial disclosure in [removed: 2023.][added: 2024.]

We carried out an evaluation (the “Evaluation”) required by Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), under the supervision and with the participation of our chief executive officer (“CEO”) and chief financial officer (“CFO”), of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15 and 15d-15 under the Exchange Act (“Disclosure Controls”) as of December 31, [removed: 2023.][added: 2024.]

There has not been any change in our internal control over financial reporting identified in connection with the Evaluation that occurred during the quarter ended December 31, [removed: 2023] [added: 2024] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

During the fourth quarter of [removed: 2023,] [added: 2024,] none of the Company’s officers or directors adopted or terminated any “Rule 10b5-1 trading

The additional information required by this item regarding directors and executive officers is incorporated herein by reference to our definitive Proxy Statement to be filed with the SEC in connection with the Annual Meeting of Shareholders to be held in [removed: 2024] [added: 2025] (the [removed: “2024] [added: “2025] Proxy Statement”) under the headings “Board and Corporate Governance Matters” and “Other Important Information.” We have adopted a code of ethics that applies to our principal executive officer, principal financial officer and controller.

We have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.

A copy of our insider trading policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

The information required by this item is incorporated herein by reference to the [removed: 2024] [added: 2025] Proxy Statement under the heading “Compensation Matters.”

The following table sets forth information as of December 31, [removed: 2023,] [added: 2024,] with respect to compensation plans under which the Company’s equity securities are authorized for issuance:

| Brown & Brown, Inc. 2019 Stock Incentive Plan | | | [removed: 4,238,212] [added: 2,582,143] | | (2) |

| Brown & Brown, Inc. 1990 Employee Stock Purchase Plan | | | [removed: 2,991,813] [added: 2,273,356] | | |

The number of securities remaining available of [removed: 4,238,212] [added: 2,582,143] has been reduced by [removed: 1,422,486] [added: 1,480,857] to reflect the maximum shares potentially distributed subject to the level of performance obtained for outstanding performance-based grants which may be increased up to 200% of the target or decreased to zero.

The other information required by this item is incorporated herein by reference to the [removed: 2024] [added: 2025] Proxy Statement under the heading “Security Ownership of Management and Certain Beneficial Owners.”

| Total | | | 4,855,499 | | |

| Total | | | 7,230,025 | | |

The information required by this item is incorporated herein by reference to the [removed: 2024] [added: 2025] Proxy Statement under the headings “Director Independence,” “Related Party Transactions Policy” and “Relationships and Transactions with Affiliated Parties.”

The information required by this item is incorporated herein by reference to the [removed: 2024] [added: 2025] Proxy Statement under the heading “Fees Paid to Deloitte & Touche LLP.”

| 4.3 | | [removed: [First] [added: [Second] Supplemental Indenture, dated as of [removed: September 18, 2014,] [added: March 11, 2019,] between the Registrant and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to Form 8-K filed on [removed: September 18, 2014). ](https://www.sec.gov/Archives/edgar/data/79282/000119312514345625/d791510dex42.htm)] [added: March 12, 2019).](https://www.sec.gov/Archives/edgar/data/79282/000120677419000775/brown3559321-ex42.htm)] |

| 4.4 | | [Form of [removed: the] Registrant’s [removed: 4.200%] [added: 4.500%] Notes due [removed: 2024] [added: 2029] (incorporated by reference to Exhibit 4.3 to Form 8-K filed on [removed: September 18, 2014). ](https://www.sec.gov/Archives/edgar/data/79282/000119312514345625/d791510dex43.htm)] [added: March 12, 2019).](https://www.sec.gov/Archives/edgar/data/79282/000120677419000775/brown3559321-ex43.htm)] |

| 4.5 | | [removed: [Second] [added: [Third] Supplemental Indenture, dated as of [removed: March 11, 2019,] [added: September 24, 2020,] between [removed: the Registrant] [added: Brown & Brown, Inc.] and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to Form 8-K filed [removed: on March 12, 2019). ](https://www.sec.gov/Archives/edgar/data/79282/000120677419000775/brown3559321-ex42.htm)] [added: September 24, 2020).](https://www.sec.gov/Archives/edgar/data/79282/000156459020044547/bro-ex42_7.htm)] |

| 4.6 | | [Form of [removed: Registrant’s 4.500%] [added: Brown & Brown, Inc.'s 2.375%] Notes due [removed: 2029] [added: 2031] (incorporated by reference to Exhibit 4.3 to Form 8-K filed [removed: on March 12, 2019). ](https://www.sec.gov/Archives/edgar/data/79282/000120677419000775/brown3559321-ex43.htm)] [added: September 24, 2020).](https://www.sec.gov/Archives/edgar/data/79282/000156459020044547/bro-ex43_8.htm)] |

| 4.7 | | [removed: [Third] [added: [Fourth] Supplemental Indenture, dated as of [removed: September 24, 2020,] [added: March 17, 2022,] between Brown & Brown, Inc. and U.S. Bank [added: Trust Company] National Association [added: (as successor to U.S. Bank National Association)] (incorporated by reference to Exhibit 4.2 to Form 8-K filed [removed: September 24, 2020).](https://www.sec.gov/Archives/edgar/data/79282/000156459020044547/bro-ex42_7.htm)] [added: on March 17, 2022).](https://www.sec.gov/Archives/edgar/data/79282/000095017022004112/bro-ex4_2.htm)] |

| 4.8 | | [Form of Brown & Brown, Inc.'s [removed: 2.375%] [added: 4.200%] Notes due [removed: 2031] [added: 2032] (incorporated by reference to Exhibit 4.3 to Form 8-K filed [removed: September 24, 2020).](https://www.sec.gov/Archives/edgar/data/79282/000156459020044547/bro-ex43_8.htm)] [added: on March 17, 2022).](https://www.sec.gov/Archives/edgar/data/79282/000095017022004112/bro-ex4_3.htm)] |

| 4.9 | | [removed: [Fourth] [added: [Fifth] Supplemental Indenture, dated as of [removed: March 17, 2022,] [added: June 11, 2024,] between Brown & Brown, Inc. and U.S. Bank Trust [removed: Company] [added: Company,] National Association (as successor to U.S. Bank National [removed: Association) (incorporated] [added: Association)(incorporated] by reference to Exhibit 4.2 to Form 8-K filed on [removed: March 17, 2022).](https://www.sec.gov/Archives/edgar/data/79282/000095017022004112/bro-ex4_2.htm)] [added: June 11, 2024)](https://www.sec.gov/Archives/edgar/data/79282/000119312524159210/d750800dex42.htm).] |

| 4.10 | | [Form of Brown & Brown, Inc.'s [removed: 4.200%] [added: 5.650%] Notes due [removed: 2032] [added: 2034] (incorporated by reference to Exhibit 4.3 to Form 8-K filed on [removed: March 17, 2022).](https://www.sec.gov/Archives/edgar/data/79282/000095017022004112/bro-ex4_3.htm)] [added: June 11, 2024).](https://www.sec.gov/Archives/edgar/data/79282/000119312524159210/d750800dex43.htm)] |

| 10.1(a)* | | [Employment Agreement, dated and effective as of July 1, 2009 between the Registrant and J. Hyatt Brown (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30, [removed: 2009). ](https://www.sec.gov/Archives/edgar/data/79282/000118811209001779/ex10-1.htm)] [added: 2009).](https://www.sec.gov/Archives/edgar/data/79282/000118811209001779/ex10-1.htm)] |

| 10.5 | | [Second Amended and Restated Credit Agreement dated October 27, 2021, among the Registrant JPMorgan Chase Bank, N.A., Bank [added: of] America, N.A., Truist Bank and BMO Harris Bank N.A (incorporated by reference to Exhibit 10.5 to Form 10-K filed on February 22, [removed: 2022)](https://www.sec.gov/Archives/edgar/data/79282/000095017022001654/bro-ex10_5.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/79282/000095017022001654/bro-ex10_5.htm)] |

| 21 | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/79282/000095017024018890/bro-ex21.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/79282/000095017025019039/bro-ex21.htm)] |

| 23 | | [Consent of Deloitte & Touche [removed: LLP.](https://www.sec.gov/Archives/edgar/data/79282/000095017024018890/bro-ex23.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/79282/000095017025019039/bro-ex23.htm)] |

| 24 | | [Powers of [removed: Attorney.](https://www.sec.gov/Archives/edgar/data/79282/000095017024018890/bro-ex24.htm)] [added: Attorney.](https://www.sec.gov/Archives/edgar/data/79282/000095017025019039/bro-ex24.htm)] |

| 31.1 | | [Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/79282/000095017024018890/bro-ex31_1.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/79282/000095017025019039/bro-ex31_1.htm)] |

| 31.2 | | [Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/79282/000095017024018890/bro-ex31_2.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/79282/000095017025019039/bro-ex31_2.htm)] |

| 32.1 | | [Section 1350 Certification by the Chief Executive Officer of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/79282/000095017024018890/bro-ex32_1.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/79282/000095017025019039/bro-ex32_1.htm)] |

| 32.2 | | [Section 1350 Certification by the Chief Financial Officer of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/79282/000095017024018890/bro-ex32_2.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/79282/000095017025019039/bro-ex32_2.htm)] |

| [removed: 97] [added: 97] | | [Policy Regarding the Mandatory Recovery of [removed: Compensation](https://www.sec.gov/Archives/edgar/data/79282/000095017024018890/bro-ex97.htm)] [added: Compensation (incorporated by reference to Exhibit 97 to Form 10-K for the year ended December 31, 2023)](https://www.sec.gov/Archives/edgar/data/79282/000095017024018890/bro-ex97.htm).] |

| 101 | | The following financial statements from the Company’s Annual Report on Form 10-K for the period ended December 31, [removed: 2023,] [added: 2024,] formatted in inline XBRL, include: (i) Consolidated Statements of Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements. |

| 104 | | Cover Page Interactive Data File for the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2023,] [added: 2024,] formatted Inline XBRL (included as Exhibit 101). |

| 19 | | [Brown & Brown, Inc. Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/79282/000095017025019039/bro-ex19.htm). |

| | | |

| 4.11 | | [Form of Brown & Brown, Inc.'s 4.950% Notes due 2052 (incorporated by reference to Exhibit 4.4 to Form 8-K filed on March 17,2022).](https://www.sec.gov/Archives/edgar/data/79282/000095017022004112/bro-ex4_4.htm) |

| 10.1(e)* | | [Employment Agreement, dated as of November 16, 2018, between the Registrant and James C. Hays (incorporated by reference to Exhibit 10.1(e) to Form 10-K for the year ended December 31, 2019).](https://www.sec.gov/Archives/edgar/data/79282/000007928219000006/exhibit101eq42018.htm) |

| Date: February [removed: 22, 2024] [added: 12, 2025] | | By: | /s/ J. Powell Brown | |

| /s/ J. Powell Brown | | Director; president and chief executive officer (principal executive officer) | | February [removed: 22, 2024] [added: 12, 2025] |

| /s/ R. Andrew Watts | | Executive vice president, chief financial officer and treasurer (principal financial and accounting officer) | | February [removed: 22, 2024] [added: 12, 2025] |

| * | | Chairman of the board | | February [removed: 22, 2024] [added: 12, 2025] |

| * | | Director | | February [removed: 22, 2024] [added: 12, 2025] |

| Paul [added: J.] Krump | | | | |

| Wendell [added: S.] Reilly | | | | |

| * | | Director | | February 12, 2025 |

| Stephen P. Hearn | | | | |

| * | | Director | | February 12, 2025 |

| * | | Director | | February 12, 2025 |

| * | | Director | | February 12, 2025 |

| * | | Director | | February 12, 2025 |

| * | | Director | | February 12, 2025 |

| * | | Director | | February 12, 2025 |

| Bronislaw E. Masojada | | | | |

| * | | Director | | February 12, 2025 |

| * | | Director | | February 12, 2025 |

| * | | Director | | February 12, 2025 |

| * | | Director | | February 12, 2025 |

| * | | Director | | February 12, 2025 |

| James C. Hays | | | | |

| Bronek Masojada | | | | |