Brown & Brown (BRO) 10-K risk factor changes: FY2025 vs FY2024

Also, if any of our key employees were to join a competitor or form a competing company, some of our customers could choose to use the services of that competitor instead of our [removed: services.][added: services, which has occurred in the past and may occur again.]

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, software bugs, malicious or destructive code, hacking, social engineering attacks (including “phishing” [removed: attacks] [added: attacks, business email compromise] and digital or telephonic impersonation), computer viruses, ransomware, malware, employee or insider error or threats, malfeasance, social engineering, physical breaches or other actions, any of which could expose us to unauthorized access, exfiltration, manipulation, corruption, loss or [removed: 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.]

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

[removed: 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 acquisition 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.

Additional post-acquisition risks include integration into our existing culture, [added: managing such acquired business or the larger company that results from such acquisition, an inability to establish uniform standards, controls, systems, procedures and policies,] risks related to retention of personnel, entry into unfamiliar or complex markets or lines of business, contingencies or [removed: liabilities,] [added: liabilities not covered by or in excess of escrowed or indemnified amounts,] such as [added: those arising from] violations of sanctions laws or anti-corruption laws, risk relating to ensuring compliance with licensing and regulatory requirements and tax and accounting issues.

These new lines of business, technologies, products, and services may present us with additional [removed: risks,] [added: risks or increased regulatory burden,] particularly in instances where the markets are new or not fully developed or where participants in such markets are new entrants.

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

Political and economic instability (including acts of [removed: terrorism] [added: terrorism, military actions, armed conflicts] and outbreaks of war) either in the United States or globally;

Adverse trade policies, [added: trade wars or tariffs,] and adverse changes to any of the policies of either the U.S. or any of the international jurisdictions in which we operate;

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 [removed: integrity,] [added: quality, integrity and availability,] we could experience operational disruptions, regulatory or other legal problems, increases in operating expenses, loss of existing customers, difficulty in attracting new customers and/or maintaining third-party relationships or suffer other adverse consequences.

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

We have internal policies [added: and controls] governing the [added: development, procurement, deployment, and] use of AI and RPA by our employees designed to [added: align with globally recognized AI principles, maintain trust with customers and] protect us from [added: cybersecurity threats,] breaches of data [removed: privacy,] [added: privacy and intellectual property,] errors and omissions liability and regulatory enforcement risk; however, our employees could violate these policies and [added: they or external threat actors could circumvent our controls and] expose us to such risks.

This could potentially render such models inadequate or flawed, negatively impacting the effectiveness of the [removed: technology.][added: technology or our services.]

[removed: 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.

[removed: The use] [added: We cannot predict the effect] of these [removed: technologies by our competitors may give them a competitive advantage that cannot be predicted] [added: changes] at this time, and [removed: it] [added: they] may [added: decrease the demand for our services or] negatively affect our assumptions regarding the competitive landscape of our business.

For the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] no more than 5% of our total core commissions was derived from insurance policies underwritten by one insurance company.

Our business is exposed to various risks arising out of natural disasters, including earthquakes, hurricanes, fires, floods, tornadoes, [added: droughts,] extreme weather or other climate events.

The occurrence of natural disasters could also result in reduced underwriting capacity by insurance carriers, making it more difficult for us to place [removed: business.][added: business, as well as cause us to incur operational challenges.]

A significant portion of our businesses are concentrated in Florida, Michigan, [removed: California,] Massachusetts, [removed: Georgia, and] [added: California,] New [removed: York,] [added: York and Georgia] where for the year ended December 31, [removed: 2024,] [added: 2025,] we derived approximately [removed: 20%,] [added: 16%,] 9%, [removed: 7%, 7%,] [added: 8%,] 6%, [added: 6%,] and 5% of our annual revenue, respectively.

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

Because our business is concentrated in the jurisdictions identified above, we face greater exposure to unfavorable changes in regulatory conditions in those jurisdictions than insurance intermediaries whose operations are more diversified through a greater number of states and/or [removed: countries.]

We are susceptible to losses and interruptions caused by hurricanes (particularly in Florida, where we have [removed: 52] [added: 68] offices and our headquarters, as well as in Texas, where we have [removed: 19] [added: 34] offices), earthquakes (including in California, where we have [removed: 20] [added: 22] 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.

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

WE ARE SUBJECT TO LIMITED UNDERWRITING RISK THROUGH OUR PARTICIPATION IN [removed: CAPITALIZED] CAPTIVE INSURANCE FACILITIES, WHICH MAY SUBJECT US TO LIMITED CLAIMS EXPENSES.

For the year ended December 31, [removed: 2024,] [added: 2025,] we derived less than 4% of our annual total revenues from our F&I businesses.

Some of these providers are located outside the U.S., which exposes us to business disruptions and political risks inherent when conducting business outside of the U.S. As we do not control many of the actions of these third parties, we are subject to the risk that their decisions, actions, inactions or operations may adversely impact us and replacing these service providers could create significant delay in services or operations and/or additional [removed: expense][added: expense.]

At December 31, [removed: 2024,] [added: 2025,] our executive officers, directors and certain of their family members collectively beneficially owned approximately [removed: 15.6%] [added: 13.1%] of our outstanding common stock, of which J.

Barrett Brown, our executive vice [removed: president and the president of our Retail segment,] [added: president,] beneficially owned approximately [removed: 15.0%.][added: 12.6%.]

We are subject to a variety of continuously evolving and developing laws and regulations globally regarding privacy, data protection and data security, including those related to the collection, storage, retention, handling, use, processing, disclosure, [added: cross-border] transfer, destruction and security of personal data.

[removed: Significant uncertainty exists as privacy and data protection] [added: Such] laws [removed: evolve] [added: are complex] and may be interpreted and applied differently from jurisdiction to [removed: jurisdiction] [added: jurisdiction, which] may create inconsistent or conflicting requirements.

Due to this uncertainty, we may face challenges complying with existing and new laws, [added: including achieving compliance within the required periods for compliance,] and our policies and governance frameworks may not be successful in mitigating these risks.

Many statutory requirements, both in the United States and abroad, include obligations for companies to notify [removed: individuals] [added: individuals, or the applicable regulatory authority,] of security breaches involving certain personal [removed: information,] [added: information before we fully understand or appreciate the extent of the breach,] which could result from breaches experienced by us or our vendors.

In addition, enforcement actions and investigations by regulatory authorities related to data security incidents and privacy violations [added: generally] continue to increase.

The enactment of more restrictive laws, rules, regulations or future enforcement actions or investigations could impact us through increased costs or restrictions on our [removed: business,] [added: business] and [removed: noncompliance] could result in regulatory penalties and significant legal liability.

We have put in place administrative, physical, procedures and technological safeguards designed to protect the security and privacy of this information; however, we cannot guarantee that this information will not be improperly disclosed or [removed: accessed.][added: accessed, or that the administrative, physical, procedures and technological safeguards are adequate to ensure that this information is timely disposed of or deleted in a manner compliant with such policies and applicable law or regulation.]

Disclosure of this information, or other security breach of our information systems, or those of third-party vendors we rely [removed: on,] [added: on] could harm our reputation and subject us to liability under our contracts and laws that protect personal data, resulting in increased costs or loss of revenues.

We [removed: will be] [added: are] subject to the risk that we, our employees and our agents may take actions determined to be in violation of any of these laws, regulations or policies, for which we might be held responsible.

We are subject to various actual and potential claims, [added: including the claims detailed in “We are subject to risks related to Accession’s business, including underwriting risk in connection with certain captive insurance companies” above,] regulatory actions and other proceedings, including those relating to alleged errors and omissions in connection with the placement or servicing of insurance and/or the provision of services in the ordinary course of business, of which we cannot, and likely will not be able to, predict the outcome with certainty.

[removed: Various state] legislatures [removed: or legislatures] in the international jurisdictions in which we operate may adopt new laws addressing contingent commission arrangements, including laws prohibiting such arrangements, and addressing disclosure of such arrangements to insureds.

[added: Other legislative developments that] could adversely affect us include: changes in our business compensation model as a result of regulatory developments (for example, potential changes to the Affordable Care Act); and federal and state governments establishing programs to provide health insurance or, in certain cases, property insurance in catastrophe-prone areas or other alternative market types of coverage that compete with or completely replace, insurance products offered by insurance carriers.

Risks Related to the Acquisition of Accession

WE MAY FAIL TO REALIZE ALL OF THE ANTICIPATED BENEFITS OF THE TRANSACTION (INCLUDING USE OF ACCESSION’S DEFERRED TAX ASSETS), AND THE TRANSACTION OR THOSE BENEFITS MAY TAKE LONGER TO REALIZE THAN EXPECTED.

We believe that there are significant benefits and synergies that may be realized through the Transaction.

However, the efforts to realize these benefits and synergies will be a complex process and may disrupt existing operations if not implemented in a timely and efficient manner.

The full benefits of the Transaction, including the anticipated synergies and growth opportunities, may not be realized as expected or may not be achieved within the anticipated time frame, or at all.

In addition, our use post-closing of any of Accession’s deferred tax assets may be subject to limitation.

Failure to achieve the anticipated benefits of the Transaction could adversely affect our results of operations or cash flows, and decrease or delay any anticipated accretive effect of the Transaction.

FINANCING THE TRANSACTION RESULTED IN AN INCREASE IN OUR INDEBTEDNESS, WHICH COULD ADVERSELY AFFECT US, INCLUDING BY DECREASING OUR BUSINESS FLEXIBILITY AND INCREASING OUR INTEREST EXPENSE.

As of December 31, 2025, our total debt was $7,613 million.

We financed the purchase price of the Transaction with the net proceeds of certain securities offerings and cash on hand.

These increases in our indebtedness may, among other things, reduce our flexibility to respond to changing business and economic conditions or to fund capital expenditures or working capital needs.

In addition, the amount of cash required to pay interest on our indebtedness, and thus the demands on our cash resources, will materially increase as a result of the Transaction.

WE HAVE MADE CERTAIN ASSUMPTIONS RELATING TO THE TRANSACTION WHICH MAY PROVE TO BE MATERIALLY INACCURATE.

We have made certain assumptions relating to the Transaction, which assumptions involve significant judgment and may not reflect the full range of uncertainties and unpredictable outcomes inherent in the Transaction and may be materially inaccurate.

These assumptions relate to numerous matters, including:

projections of future revenue and our earnings per share;

projections of future expenses and expense allocation relating to the Transaction and Accession;

our ability to realize the expected benefits of the Transaction;

unknown or contingent liabilities associated with the Transaction or Accession;

our ability to maintain, develop and deepen relationships with employees, including key brokers, and customers associated with Accession;

the amount of goodwill and intangibles that will result from the Transaction;

other purchase accounting adjustments that we may record in our financial statements in connection with the Transaction;

acquisition and integration costs, including restructuring charges and transaction costs;

the impact of the financing of the Transaction on our operating results or financial condition; and

other financial and strategic risks of the Transaction.

WE ARE SUBJECT TO RISKS RELATED TO ACCESSION’S BUSINESS, INCLUDING UNDERWRITING RISK IN CONNECTION WITH CERTAIN CAPTIVE INSURANCE COMPANIES.

We are subject to risks related to Accession’s business and assumed its insurance policies and other obligations.

Accession’s ownership of one or more captive insurance companies subjects us to underwriting risk through such ownership and/or participation and may also subject us to certain liabilities and expenses, including those subject to the indemnification provisions of the Agreement and Plan of Merger (the “Merger Agreement”), by and among Accession, the Company, Encore Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company and Kelso RSC (Investor), L.P., a Delaware limited partnership, solely in its capacity as the equityholder representative.

Accession also manages one or more protected cells in certain captive insurance companies for the purpose of facilitating underwriting capacity for certain of its customers.

While Accession’s underwriting risk through any such captive insurance company would generally be limited (absent any regulatory requirement for the contribution of additional capital or contractual obligation to fund any underwriting losses in excess of contributed capital), we may be subject to claims expenses associated with any losses from these customers or programs to the extent not covered by any reinsurance.

Our results of operations may be negatively impacted if any such captive insurance company incurs claims expenses.

Relatedly, we cannot predict the ultimate outcome of the litigation pending against Accession’s subsidiary, Oxford Risk Management Group LLC, with respect to the 2024 restructuring of the domicile of certain financial guarantee and final judgment preservation policies for segregated captive cells (the “FG Policies”), including remedies, damage awards or adverse results in such litigation, and any similar proceedings could have a material adverse effect on us.

Our results of operations would be negatively impacted if the costs of the claims relating to the FG Policies exceed the value of the cash within the captives, as well as the cash and stock held in the indemnity escrow fund pursuant to the terms of the Merger Agreement.

In addition, Accession has an advisory services business that assists certain customers with the establishment of captive insurance companies, for their own purposes, which leverage the benefits of Section 831(b) of the Internal Revenue Code of 1986, as amended, and which are subject to audit and oversight from the Internal Revenue Service (“IRS”).

The IRS has conducted investigations, and may be conducting investigations, of certain peers of Accession that also provide similar services, with respect to whether or not such third parties are acting as a tax shelter promoter in connection with those operations.

If the IRS were to disallow 831(b) elections, modify its guidance around 831(b) elections, or otherwise investigate our business and conclude that we are not in compliance with IRS regulations, whether or not merited, those events could harm our business, results of operations and financial condition.

Furthermore, where our businesses overlap, any risks we face may be intensified due to the Transaction.

This may exacerbate the risks we already undertake, as described in this Item 1A.

Our employees have been, and may continue to be, subject to poaching efforts by our competitors.

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.

Difficulties in staffing and managing international operations;

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.

disasters is limited and is subject to deductibles and coverage limits.

Other legislative developments that

In the event of certain defaults, the lenders thereunder would not

FUTURE PANDEMICS, EPIDEMICS OR OUTBREAKS OF INFECTIOUS DISEASE, AND THE RESULTING GOVERNMENTAL AND SOCIETAL RESPONSES MAY MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS, LIQUIDITY, CUSTOMERS, INSURANCE CARRIERS AND THIRD PARTIES.

The COVID-19 pandemic created significant volatility, uncertainty and economic disruption, which could further adversely affect our business and may materially and adversely affect our financial condition, results of operations and cash flows.

We cannot predict the impact that future pandemics, epidemics or outbreaks of infectious disease, will have in the future on our customers, insurance carriers, suppliers and other third-party contractors, and each of their financial conditions; however, any material effect on these parties could adversely impact us.

Even after a pandemic, epidemic or outbreak of infectious disease has subsided, we may experience materially adverse impacts to our business as a result of the global economic impact of these events.

Further, these events may affect our operating and financial results in a manner that is not presently known to us or that we currently do not consider as presenting significant risks to our operations.

These and other disruptions related to pandemics, epidemics or outbreaks of infectious disease could materially and adversely affect our business, financial condition, results of operations and cash flows.

Further, the potential effects pandemics, epidemics or outbreaks of infectious disease also could impact and, in some cases, magnify many of our risk factors described in this Annual Report on Form 10-K.

Additionally, any potential effects of pandemics, epidemics or outbreaks of infectious disease may lag behind the developments related to such events.

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

We also participate in [removed: capitalized] captive insurance facilities [removed: (the "Captives")] for the purpose of having additional capacity to place coverage, [removed: drive] [added: driving] additional revenues and to participate in underwriting results.

[removed: The Captives focus on property insurance for earthquake and wind exposed properties underwritten by certain of our MGUs and] [added: We] limit the Company's exposure to claims expenses through reinsurance or by only participating in certain tranches of the underwriting.

We have increased revenues every year from 1993 to [removed: 2024,] [added: 2025,] with the exception of 2009, when our revenues declined 1.0%.

Our revenues grew from $95.6 million in 1993 to [removed: $4.8] [added: $5.9] billion in [removed: 2024,] [added: 2025,] reflecting a compound annual growth rate of [removed: 13.5%.][added: 14.2%.]

In the same [removed: 31-year] [added: 32-year] period, we increased net income from $8.1 million to [added: over] $1.0 billion in [removed: 2024,] [added: 2025,] a [removed: 16.8%] [added: 16.9%] compound annual growth rate.

The volume of business from new and existing customers, fluctuations in insurable exposure units, changes in premium rate levels, changes in general economic and competitive conditions, a reduction of purchased [removed: limits] [added: limits,] or the occurrence of catastrophic weather events all affect our revenues.

For example, higher levels of inflation, an increase [added: in] the value of insurable exposure [removed: units,] [added: units] or a general decline in economic activity, could increase or decrease the value of insurable exposure units.

The net change in core commissions and fees reflects the aggregate changes attributable to: (i) net new and lost accounts; (ii) net changes in our customers’ exposure units, deductibles or insured limits; (iii) net changes in insurance premium rates or the commission rate paid to us by our carrier partners; (iv) the net change in fees paid to us by our [removed: customers;] [added: customers] and (v) any businesses acquired or disposed of.

Over the last three years, profit-sharing contingent commissions have averaged approximately [removed: 3.6%] [added: 4.4%] of commissions and [removed: fees revenue.][added: fees.]

Fee revenues are generated by: (i) our [removed: Programs and Wholesale Brokerage segments,] [added: Specialty Distribution segment,] which [removed: earn] [added: earns] fees primarily for the issuance of insurance policies on behalf of insurance carriers and (ii) our Retail segment in our large-account customer base, where we primarily earn fees for securing insurance for our customers, in our F&I businesses where we earn fees for assisting our customers with creating and selling warranty and service risk management [removed: programs] [added: 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: 21.1%] [added: 22.2%] in [removed: 2024] [added: 2025] and [removed: 23.9%] [added: 21.1%] in [removed: 2023.][added: 2024.]

For the year ended December 31, [removed: 2024,] [added: 2025,] our commissions and fees growth rate was [removed: 12.1%] [added: 22.5%] and our consolidated Organic Revenue growth rate was [removed: 10.4%.][added: 2.8%.]

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

Income before income taxes for the year ended December 31, [removed: 2024,] [added: 2025,] increased by [removed: $157] [added: $68] million, or [removed: 13.7%] [added: 5.2%] over [removed: 2023,] [added: 2024,] driven by Organic Revenue growth, increased profit-sharing contingent commissions, leveraging our expense base, [removed: net new business,] increased investment income, acquisitions completed in the past twelve months and the change in [removed: estimated acquisition earn-out payables.][added: mark-to-market of escrow liability.]

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

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: three] [added: two] 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.

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

EBITDAC - Adjusted is defined as EBITDAC, excluding (i) (gain)/loss on [removed: disposal,] [added: disposal (as defined below),] (ii) [removed: for 2022 and 2023,] Acquisition/Integration Costs (as defined below) and (iii) [removed: for 2023, the 1Q23 Nonrecurring Cost] [added: mark-to-market of escrow liability] (as defined below).

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

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: 2024,] [added: 2025,] we acquired [removed: 676] [added: 717] insurance intermediary operations.

Critical Accounting [removed: Policies][added: Policies and Estimates]

[removed: These] [added: In connection with acquisitions, we record the estimated fair value of net tangible] assets [added: purchased, the estimated fair value of identifiable intangible assets purchased, which] primarily consist of purchased customer [removed: accounts] [added: accounts,] and the excess of purchase prices over the fair value of identifiable net assets acquired (goodwill).

The [added: allocation of purchase price to intangible assets, the] determination of [added: the related] estimated useful lives and the [removed: allocation] [added: estimated fair value] of [removed: purchase price to intangible assets requires] [added: earn-out payables require] significant [removed: judgment] [added: estimates] and [added: assumptions and] affects the amount of future [removed: amortization and possible impairment charges.][added: expense recognized.]

Purchased customer accounts include the right to represent insureds or claimants supported by the physical records and files obtained from acquired businesses that contain information about insurance policies, customers and other matters essential to policy renewals [removed: of] [added: and] delivery of services.

[removed: Any change] [added: Changes] in these [added: estimates and] assumptions could affect the carrying value of purchased customer [removed: accounts.][added: accounts, earnout obligations, and the related future expenses.]

Purchased customer accounts are amortized on a straight-line basis over the related estimated [removed: lives,] [added: lives which] generally [added: average approximately] 15 years.

The recorded purchase prices [removed: for all acquisitions] include an estimation of the fair value of liabilities associated with any potential [removed: earn-out provisions, where an] [added: contingent consideration provisions (such as] earn-out [removed: is part of the negotiated transaction.][added: obligations).]

Subsequent changes in the fair value of earn-out obligations are recorded in the Consolidated Statement of Income as a result of updated expectations for the performance of the associated [removed: business.][added: businesses.]

These estimates are then discounted to a present value using a risk-adjusted rate that takes into consideration the likelihood that the [removed: forecast] [added: forecasted] earn-out payments will be made.

Goodwill is subject to at least an annual assessment for [removed: impairment, measured by a fair-value-based test.][added: impairment.]

Amortizable intangible assets are amortized over their useful lives and are subject to an impairment [removed: review based upon an estimate of the undiscounted future cash flows resulting from the use of] [added: review, whenever events or changes in circumstances indicate] the [removed: assets.][added: carrying value may not be recoverable.]

If the Company does not perform a qualitative assessment, or [added: if,] as a result of the qualitative assessment, it [removed: is not determined] [added: determines] that [removed: the fair value of the reporting unit more likely than not exceeds the carrying amount,] [added: a quantitative analysis is required,] the Company will [removed: calculate] [added: estimate] the fair value of the reporting unit for comparison against the carrying value.

If the [added: estimated] fair value of the reporting unit is less than its carrying value, an impairment loss would be recorded [removed: to the extent that] [added: for] the [removed: fair value] [added: amount] of [removed: the goodwill within the reporting unit is less than its] carrying [added: value in excess of fair] value.

Management assesses the recoverability of our goodwill and our amortizable [removed: intangibles and other long-lived] [added: intangible] assets annually and whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable.

Any of the following [removed: factors,] [added: factors are examples, that] if present, may trigger an impairment review: (i) a significant underperformance relative to historical or projected future operating results, (ii) a significant negative industry or economic trend, and (iii) a significant decline in our market capitalization.

If [removed: these estimates or related assumptions change in the future,] [added: our actual results are not consistent with our expectations,] we may be required to revise the assessment and, if appropriate, record an impairment charge.

We completed our most recent evaluation of impairment for goodwill as of November 30, [removed: 2024] [added: 2025,] and determined that the fair value of goodwill exceeded the carrying value [removed: of such assets.][added: for each reporting unit.]

Additionally, there have been no impairments recorded for amortizable intangible assets for the years ended December 31, [added: 2025,] 2024 [removed: and] [added: or] 2023.

We also operate registered insurance companies to support our national flood insurance program and to support our cross-collateralized segregated captive cell businesses.

We do not participate in earnings of the collateralized segregated captive cells.

This growth was partially offset by Acquisition/Integration Costs and the change in estimated acquisition earn-out payables.

“Acquisition/Integration Costs” means the acquisition and integration costs (e.g., costs associated with regulatory filings; costs for third-party professional services, including legal, accounting, consulting, financial advisory and due diligence; costs and fees associated with entry into the bridge financing commitment; costs of integrating or streamlining processes and information technology systems, including data migration and system integration; costs associated with optimizing vendor agreements and leased office space, including exit costs related to location combinations; and employment-related costs, including severance payments, costs associated with the transition of certain legacy compensation programs, retention-related compensation expenses, and incentive payments) arising out of our acquisition of Accession and acquisitions previously completed by Accession, which are not considered to be normal, recurring or part of ongoing operations.

“Mark-to-market of escrow liability” is a caption on our consolidated statements of income which reflects the non-cash change in the fair value associated with certain shares of the Company’s common stock held in escrow.

The change is driven by fluctuations in our stock price between the beginning of the period and the end of the period.

These escrowed shares represent a portion of the merger consideration payable in connection with our acquisition of Accession.

The escrowed shares secure certain indemnification obligations of the Accession equity holders related to businesses that are in run-off or discontinued.

For certain large or complex acquisitions, we retain the services of certified valuation specialists to assist with assigning estimated values to certain acquired assets and assumed liabilities.

Typically, an income approach is used to estimate the present value of the expected future cash flows associated with the purchased customer accounts.

Critical estimates used in the model include forecasting future performance such as projected revenue growth and profit margins, selection of attrition rates and selection of discount rates.

To evaluate these assumptions, management considers historical data, operating strategies, expected synergies and available relevant market data.

Useful life is estimated as the period over which substantially all of the future cash flows from the purchased customer accounts will be received.

Many of the acquisitions we complete contain provisions for potential earn-out obligations.

The amounts recorded as earn-out payables are based upon the terms of the purchase agreements and the present value of expected future payments to be made to the sellers resulting from estimated future operating results of the acquired entities over a period subsequent to the acquisition date, typically one to three years.

The earn-out payables are measured at estimated fair value as of the acquisition date and are included in purchase price consideration.

For certain acquisitions, we also utilize a Monte Carlo simulation to estimate the fair value of earnout obligations.

Critical estimates used in the valuation of earn-out liabilities include forecasting future performance such as projected revenue growth and profit margins and selection of risk premiums, volatility and discount rates.

To evaluate these assumptions, management considers historical data, operating strategies, expected synergies and relevant market data from comparable public companies.

These estimates and assumptions require significant judgment.

While management believes the estimates and assumptions are reasonable, they are inherently uncertain.

We typically use a combination of market and income approach methodologies to estimate the fair value of our reporting units.

The income approach is generally based on a discounted cash flow analysis, which estimates the present value of the projected cash flows to be generated by the reporting unit.

Critical estimates and assumptions used in the analysis include forecasting future performance such as projected revenue growth, profit margins and capital expenditures as well as tax rates, cost of capital and risk premiums used in the selection of discount rates.

To evaluate these assumptions, management considers historical data, operating strategies and available relevant market data from comparable public companies.

The market approach estimates the value of our reporting units by comparing to comparable public companies.

Various valuation multiples of companies that are economically and operationally similar are used as data points for selecting multiples for the reporting units.

We will from time to time retain the services of certified valuation specialists to assist with the valuation of certain reporting units.

The review compares the carrying value of the assets, or asset groups, to an estimate of the undiscounted future cash flows resulting from the use of the assets.

An impairment is indicated if the estimated future cash flows are less than the carrying value of the asset.

An impairment loss would be recognized for the excess of the carrying value over the fair value of the asset.

These estimates and assumptions require significant judgment.

While management believes the estimates and assumptions are reasonable, they are inherently uncertain.

That impairment charge could have a material impact on our financial results.

With respect to time-based-only restricted stock units, the grantees are eligible to receive payments of dividend equivalents from the date of grant, and the awarded restricted stock units are included in the calculation of basic and diluted net income per share but are not included as issued and outstanding common stock shares until the awarded restricted stock units vest.

With respect to performance-based restricted stock awards that become awarded, the grantees are eligible to receive payments of dividends and exercise voting privileges from the awarded date, and the awarded shares are included as issued and outstanding common stock shares and included in the calculation of basic and diluted net income per share.

With respect to performance-based restricted stock units that become awarded, the grantees are eligible to receive payments of dividend equivalents from the awarded date, and the awarded restricted stock units are included in the calculation of basic and diluted net income per share but are not included as issued and outstanding common stock shares until the awarded restricted stock units vest.

| Investment income and other income | | | 139 | | | | 39.0 | % | | | 100 | |

| Mark-to-market of escrow liability | | | (54 | ) | | NMF | | | | | — | |

The increase was driven by approximately $42 million of interest income earned from the proceeds of the Company’s follow-on common stock offering and senior notes issuance in June 2025, which was held in preparation for the closing of the Transaction.

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.

These measures of operating performance 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.

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.

“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 business, Orchid Underwriters Agency and CrossCover Insurance Services, and BdB Limited companies, which are not considered to be normal, recurring or part of the ongoing operations.

“1Q23 Nonrecurring Cost” means approximately $11.0 million expensed and substantially paid in the first quarter of 2023 to resolve a business matter, which is not considered to be normal, recurring or part of the ongoing operations.

We have acquired significant intangible assets through acquisitions of businesses.

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 primarily consist of purchased customer accounts.

The valuation of purchased customer accounts involves significant estimates and assumptions concerning matters such as cancellation frequency, expenses and discount rates.

The excess of the purchase price of an acquisition over the fair value of the identifiable tangible and intangible assets is assigned to goodwill and is not amortized.

The fair value of earn-out obligations is based upon the present value of the expected future payments to be made to the sellers of the acquired businesses in accordance with the provisions contained in the respective purchase agreements.

In determining fair value, the acquired business’s future performance is estimated using financial projections developed by management for the acquired business, and this estimate reflects market participant assumptions regarding revenue growth and/or profitability.

Fair value is estimated based upon multiples of earnings, or on a discounted cash flow basis.

Management must make assumptions regarding estimated future cash flows and other factors to determine the fair value of these assets.

During the first quarter of 2023, the performance conditions for approximately 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 2020 and 2022.

These grants had a performance measurement period that concluded on December 31, 2022.

The vesting condition for these grants requires continuous employment for a period of up to five years from the 2020 grant date and four years from the 2022 grant date in order for the awarded shares to become fully vested and nonforfeitable.

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 2024, the performance conditions for approximately 1.2 million 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 2021 and 2023.

These grants had a performance measurement period that concluded on December 31, 2023.

The vesting condition for these grants requires continuous employment for a period of up to five years from the 2021 grant date and four years from the 2023 grant date in order for the awarded shares to become fully vested and nonforfeitable.

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 2025, the performance conditions for approximately 1 million shares of the Company’s common stock granted under the Company’s 2019 SIP are expected to be determined by the Compensation Committee to have been satisfied relative to the performance-based grants issued in 2022.

These grants had a performance measurement period that concluded on December 31, 2024.

The vesting condition for these grants requires continuous employment for a period of up to five years from the 2022 grant date in order for the awarded shares to become fully vested and nonforfeitable.

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

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

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

| Other income, net | | | 7 | | | | 16.7 | % | | | 6 | |

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

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

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

(2)

(3)

A non-GAAP financial measure

NMF = Not a meaningful figure

The increase was primarily driven by higher average interest rates and cash balances compared to 2023.

The fair value of our invested assets at December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] we had [removed: $1,006] [added: $632] million outstanding under the Second Amended and Restated Credit Agreement and the Loan Agreement tied to the Secured Overnight Financing Rate (“SOFR”).

We are subject to [removed: translational] [added: translation] exchange rate risk [removed: having] [added: because we have] businesses operating outside of the U.S. in the following functional [removed: currencies,] [added: currencies:] British pounds, Canadian dollar and euros [removed: and other currencies] [added: and,] to a lesser [removed: extent.][added: extent, other currencies.]

Based upon our foreign currency rate exposure as of December 31, [removed: 2024,] [added: 2025,] an immediate 10% hypothetical change of foreign currency exchange rates would not have a material effect on our Consolidated Financial Statements.

[removed: The Company] [added: Brown & Brown, Inc., a Florida corporation, and its subsidiaries (collectively, “Brown & Brown” or the “Company”) is a diversified insurance agency, wholesale brokerage, insurance programs and service organization that] markets and sells insurance products and services, primarily in the property, casualty and employee benefits areas.

[removed: Within] The [removed: Wright Insurance Group, LLC (“Wright”), we operate] [added: Company also operates] a write-your-own flood insurance carrier, Wright National Flood Insurance Company (“WNFIC”).

WNFIC’s underwriting business consists of policies written pursuant to the National Flood Insurance Program (“NFIP”), the program administered by the Federal Emergency Management Agency [removed: (“FEMA”).][added: (“FEMA”) to which premiums and underwriting exposure are ceded, and excess flood policies which are fully reinsured in the private market.]

As of December 31, [removed: 2024,] [added: 2025,] our activities were conducted in [removed: 315] [added: 468] domestic locations in [removed: 44] [added: 47] states, and [removed: 201] [added: 246] international locations in Belgium, Bermuda, Canada, Cayman Islands, France, Germany, Hong Kong Special Administrative Region of the People's Republic of China (“Hong Kong”), [removed: Republic of Ireland,] [added: India,] Italy, Malaysia, the Netherlands, [added: Republic of Ireland,] Singapore, United Arab Emirates and the United Kingdom.

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

The Retail segment provides a broad range of insurance products and services to commercial, public and quasi-public entities, and to professional and individual customers, as well as non-insurance warranty services and products through our [removed: F&I] [added: automobile and recreational vehicle dealer services ("F&I")] businesses.

The [removed: Programs segment,] [added: programs businesses,] which [removed: acts] [added: act] as [removed: an MGU, provides professional liability and related package products for certain professionals, a range of insurance products for individuals, flood coverage, and] [added: managing general underwriters (“MGUs”), provide] targeted products and services designated for specific industries, trade groups, governmental entities and market niches, [removed: all of] which are delivered [added: to the insured directly, to affinity groups,] through [added: wholesale brokers or through] a [removed: nationwide] [added: global] network of independent agents, including Brown & Brown retail [removed: agents, as well as affinity groups, wholesale entities and sold direct to consumers.][added: agents.]

The [removed: Wholesale Brokerage segment markets] [added: wholesale brokerage businesses underwrite] and [removed: sells] [added: place] excess and surplus commercial and personal lines insurance, [added: typically for specialized or hard-to-place types of risks,] primarily through a [removed: nationwide] [added: global] network of independent agents and brokers, including Brown & Brown retail agents.

The following table summarizes (i) the commissions and fees generated by each of our reportable operating segments for [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] and (ii) the percentage of our total commissions and fees represented by each segment for each such period:

| (in millions, except percentages) | | [removed: 2024] [added: 2025] | | | | % | | | | [removed: 2023] [added: 2024] | | | | % | | | | [removed: 2022] [added: 2023] | | | | % | | |

| Retail segment | | $ | [removed: 2,720] [added: 3,386] | | | | [removed: 57.8] [added: 58.7] | % | | $ | [removed: 2,503] [added: 2,720] | | | | [removed: 59.6] [added: 57.8] | % | | $ | [removed: 2,154] [added: 2,503] | | | | [removed: 60.5] [added: 59.6] | % |

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

| Total | | $ | [removed: 4,703] [added: 5,763] | | | | 100.0 | % | | $ | [removed: 4,199] [added: 4,705] | | | | 100.0 | % | | $ | [removed: 3,563] [added: 4,199] | | | | 100.0 | % |

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

These operations generated [removed: $665] [added: $843] million, [removed: $527] [added: $665] million and [removed: $240] [added: $527] million of revenues for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively.

| Executive Liability | [removed: Long Term] [added: Long-Term] Care | Group Excess |

During [removed: 2024,] [added: 2025,] commissions and fees from our largest single Retail segment customer represented [removed: 0.7%] [added: 0.6%] of the Retail segment’s total commissions and fees.

As of December 31, [removed: 2024,] [added: 2025,] our Retail segment employed [removed: 10,962] [added: 14,531] employees.

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

As of December 31, [removed: 2024,] [added: 2025,] our [removed: Programs] [added: Specialty Distribution] segment employed [removed: 3,986] [added: 7,905] employees.

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

[removed: The Programs segment specializes] [added: Our programs businesses, operating under the name "Arrowhead Programs," specialize] in the development, underwriting and management of insurance program business, often designed for niche, underserved markets and [removed: distributes] [added: distribute] these coverages to retail agencies (including Brown & Brown retail offices), as well as affinity groups, wholesale entities and [removed: sold] direct to consumers.

Our largest [removed: Programs] [added: Specialty Distribution] segment customer represented approximately [removed: 12.7%] [added: 7.2%] of the segment's total commissions and fees.

We offer program management expertise for insurance carrier partners across numerous lines of business, which can be grouped into [removed: five] [added: six] broad categories as detailed below:

Personal [removed: Lines programs.] [added: Lines:] Personal lines programs offer a variety of insurance products to personal lines consumers including homeowners and personal property policies; residential earthquake; private passenger automobile and motorcycle coverage, which is currently in run-off.

Commercial [removed: Lines programs.] [added: Lines:] Specific industries and market niches are served by our commercial programs including automotive aftermarket, professional and amateur sports, special events and the entertainment industry; commercial transportation and trucking; forestry; manufactured [removed: housing; and workers’ compensation.]

Public [removed: Entity programs.] [added: Entity:] Public entity programs range from providing fully insured programs to establishing risk retention insurance pools, and excess and facultative specific coverages, including administration of various insurance trusts for cities, counties, municipalities, school boards, special taxing districts and quasi-governmental agencies.

[removed: Specialty programs. Specialty] [added: Specialty: These] programs include flood insurance, commercial difference-in-conditions (earthquake), all-risk commercial property, limited exposure captives, coastal property programs including wind, lender-placed solutions, sovereign native-American nations and parcel insurance.

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 [removed: or Programs] [added: and Specialty Distribution] segments.

As of December 31, [removed: 2024,] [added: 2025,] Brown & Brown employed [removed: 17,403] [added: 22,888] individuals worldwide.

With [removed: approximately] [added: nearly] 20% of the Company owned by teammates, we foster a unique ownership culture.

Programs like the [removed: Employee] [added: Teammate] Stock Purchase [removed: Plan, our 2008 Sharesave Plan,] [added: Plan ("TSPP"),] 401(k) and long-term equity grants encourage teammates to share in Brown & Brown’s success.

[removed: Approximately 56%] [added: Over 60%] of our U.S. teammates [removed: own stock] [added: participate] in our [removed: Company,] [added: TSPP,] which drives an ownership mindset that influences how we invest and serve our customers.

In [removed: 2024,] [added: 2025,] we expanded our team by nearly [removed: 1,000] [added: 5,794] teammates through [removed: 32] [added: 43] acquisitions.

In [removed: 2024,] [added: 2025,] there were no widespread layoffs or pay cuts as a result of external factors, such as the economy or natural disasters.

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

In 2022, we began establishing Teammate Resource Groups [removed: ("TRGs"),] [added: (each, a "TRG") that are] each founded around one identity.

We now have [removed: 11] [added: 13] TRGs, which meet internally, empower one another, host events and are expected to make recommendations on how our Company can improve policies, impact recruitment and continue to be a strong part of the community.

In addition, the Company monitors the representation of women and racial and ethnic [removed: minorities] [added: minorities,] because we believe diversity helps us build better teams, facilitate innovation and improve our customer experience.

We believe that healthy teammates provide better support to their families, [added: their] communities and [added: our] customers, which results in our continued success as a Company.

The Company primarily operates as an agent or broker not assuming underwriting risks.

However, we also operate and/or participate in various ancillary insurance operations, including (1) reinsurance companies and stand-alone captives that assume underwriting risk; (2) series captive insurance companies (“SCICs”); (3) protected cell companies; (4) segregated account companies; (5) a quota share captive and (6) an excess of loss layer captive (collectively, the "Captives").

These ancillary insurance operations facilitate additional underwriting capacity, generate incremental revenues and/or enable the Company to participate in certain underwriting results.

In conjunction with the acquisition of RSC, the holding company for Accession Risk Management Group, Inc., in the third quarter of 2025, the Company realigned its business from three to two segments.

As a result of the segment reorganization, the Company consolidated its Programs and Wholesale Brokerage segments into a new Specialty Distribution segment.

The Company now reports its financial results in the following two reportable segments: Retail and Specialty Distribution.

The historical results, discussion and presentation of our business segments as set forth in the accompanying Consolidated Financial Statements reflect the impact of these changes for all periods presented in order to present segment information on a comparable basis.

There is no impact on our previously reported consolidated statements of income, balance sheets, statements of cash flows, statements of comprehensive income or statements of equity resulting from these changes.

The Specialty Distribution segment consists of our programs, wholesale brokerage and specialty businesses.

These products and services include specialty property and casualty insurance, financial lines, life and health benefits, reinsurance, travel/accident and health insurance, captive administrative services, warranty services and specialty packages of coverages.

The specialty businesses offer solutions across affinity and administrative services, captives, reinsurance, travel/accident, warranty, and life & health.

| Specialty distribution segment | | | 2,379 | | | | 41.3 | % | | | 1,985 | | | | 42.2 | % | | | 1,699 | | | | 40.5 | % |

Specialty Distribution segment

The Specialty Distribution segment consists of our programs, wholesale brokerage and specialty businesses.

Through these businesses the segment provides a diverse trading platform for insurance carriers as well as expanded access and niche solutions for brokers and customers navigating complex and hard-to-place risks.

housing; and workers’ compensation.

Our wholesale brokerage businesses, operating under the name "Bridge Specialty Group," offer capabilities across multiple lines including wholesale brokerage, binding and underwriting, and international markets, primarily through independent agents and brokers, including Brown & Brown retail agents.

Our teams across the globe provide industry knowledge, placement across lines, and access to admitted, excess, and surplus lines carriers and Lloyd’s markets.

Our Specialty businesses, operating under the name "Arrowhead Specialty," is composed of the acquired One80 Intermediaries specialty businesses offering solutions across affinity and administrative services, captives, reinsurance, travel/accident, warranty, and life & health, including Oxford Risk Management Group, a captive risk management business.

In 2025, 92% of teammates rated Brown & Brown a Great Place to Work®, making it our seventh consecutive year being Great Place to Work Certified.

Information contained on or accessible through our website is not incorporated into, and does not form a part of, this Annual Report on Form 10-K or any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

| Stephen P. Hearn | Executive vice president; chief operating officer and president - Retail segment | 59 |

Stephen P.

Hearn. Mr. Hearn was appointed as an executive vice president and chief operating officer in February 2025, and as president of our Retail segment in October 2025.

Mr. Hearn previously served as a director of the Company from August 2024 until February 2025.

Mr. Hearn began his insurance career in 1989, most recently holding roles with The Ardonagh Group from November 2021 until July 2024, as chief executive officer of Ardonagh Specialty Holdings Limited from November 2021 until September 2022; as chief executive officer of Ardonagh Capital Solutions Holdings, The Ardonagh Group’s holding company for its reinsurance broking, captives and MGA businesses, from February 2023 until July 2024; and as chief executive officer of Inver Re, The Ardonagh Group’s dedicated reinsurance broking unit, from November 2021 until July 2024.

He also served as a director of Ardonagh International from May 2023 to July 2024.

Previously, he served as chief executive officer of Corant Global, a subsidiary of BGC Partners, Inc. (“BGC”), from February 2019 until the sale of BGC’s insurance brokerage division to The Ardonagh Group in November 2021 and as the chief executive officer of Ed Broking Group Limited from 2015 until its acquisition by BGC in February 2019.

He previously served as the president of our Wholesale Brokerage segment from January 2021 until August 2025.

He previously served as the president of our Programs segment from 2014 until August 2025.

Brown & Brown is a diversified insurance agency, wholesale brokerage, insurance programs and service organization with origins dating from 1939 and is headquartered in Daytona Beach, Florida.

We provide our customers with quality, non-investment insurance contracts, as well as other targeted, customized risk management products and services.

We primarily operate as an agent or broker and therefore, with limited exceptions, do not assume underwriting risks.

We also sell excess flood policies which are fully reinsured, thereby substantially eliminating WNFIC’s exposure to underwriting risk, as these policies are backed by either FEMA or a reinsurance carrier with an AM Best Company rating of “A” or better.

We also participate in capitalized captive insurance facilities (the "Captives") for the purpose of providing additional capacity to place coverage, deliver revenues, and participate in underwriting results.

The Company has traditionally participated in underwriting profits through profit-sharing contingent commissions.

The Captives give us another way to continue to participate in underwriting results, while limiting exposure to underwriting claim costs.

The Captives focus on property insurance for earthquake and wind exposed properties underwritten by certain of our managing general underwriters (“MGUs”).

The Captives limit, but do not fully eliminate the Company's exposure to claims expenses either through reinsurance or by only participating in limited tranches of the underwriting results.

The Company is compensated for its services primarily by commissions paid by insurance companies, and to a lesser extent, by fees paid directly by customers for certain services.

Commission revenues are generally a percentage of the premium paid by the insured and typically depend upon the type of insurance, the particular insurance company and the nature of the services provided by us.

In some limited cases, we share commissions with other agents or brokers who have acted jointly with us in a transaction and we recognize commissions net of any commissions paid to other intermediaries.

We may also receive from an insurance company a profit-sharing contingent commission, which is a supplemental commission based primarily on underwriting results.

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 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.

The amount of our revenues from commissions and fees is a function of several factors, including continued new business production, retention of existing customers, acquisitions and fluctuations in insurance premium rates and insurable exposure units, which are units that insurance companies use to measure or express insurance exposed to risk (such as property values, sales and payroll levels) to determine what premium to charge the insured.

Insurance companies establish these premium rates based upon many factors, including loss experience, risk profile and reinsurance rates paid by such insurance companies, none of which we control.

The Services segment provides insurance-related services, including third-party claims administration and adjusting services, comprehensive medical utilization management services in both the workers’ compensation and all-lines liability arenas, as well as Medicare Set-aside services and Social Security disability benefits advocacy services.

In the fourth quarter of 2023, the Company sold certain third-party claims administration and adjusting services of the Services segment to Davies Group Ltd. Beginning in fiscal year 2024 the Company operated three segments: Retail, Programs and Wholesale.

Historical results were recast to align with the three-segment structure with the remaining businesses to be included as part of the Retail segment.

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

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.

| 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 | % |

We do not have any material foreign long-lived assets.

Programs segment

Wholesale Brokerage segment

As of December 31, 2024, our Wholesale Brokerage segment employed 2,026 employees.

Our Wholesale Brokerage segment has physical locations in 24 states plus Belgium, Hong Kong, Italy and the United Kingdom.

Our Wholesale Brokerage segment markets and sells excess and surplus commercial insurance products and services to retail insurance agencies (including Brown & Brown retail offices).

The Wholesale Brokerage segment represents various U.S., U.K. and European surplus lines insurance companies.

Additionally, certain offices are also Lloyd’s of London correspondents.

The Wholesale Brokerage segment also represents admitted insurance companies for purposes of affording access to such companies for smaller agencies that otherwise do not have access to large insurance company representation.

Excess and surplus insurance products encompass many insurance coverages, including personal lines, homeowners, yachts, jewelry, commercial property and casualty, commercial automobile, garage, restaurant, builder’s risk and inland marine lines.

Difficult-to-insure general liability and products liability coverages are a specialty, as is excess workers’ compensation coverage.

During 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.

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

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.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

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

Registrant’s Website: [removed: www.bbinsurance.com][added: www.bbrown.com]

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: 28, 2024] [added: 30, 2025] (the last business day of the registrant’s most recently completed second fiscal quarter) was [removed: $21,449,617,971.][added: $31,616,025,136.]

The number of shares of the Registrant’s common stock, $0.10 par value, outstanding as of February 10, [removed: 2025] [added: 2026] was [removed: 285,931,978.][added: 340,420,023.]

Portions of Brown & Brown, Inc.’s Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders are incorporated by reference into Part III of this Report.

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2024][added: 2025]

| Item 1B. | [Unresolved Staff Comments](#item_1b_unresolved_staff_comments) | [removed: 24] [added: 26] |

| Item 1C. | [Cybersecurity](#item_1c_cybersecurity) | [removed: 24] [added: 26] |

| Item 2. | [Properties](#item_2_properties) | [removed: 25] [added: 27] |

| Item 3. | [Legal Proceedings](#item_3_legal_proceedings) | [removed: 25] [added: 27] |

| Item 4. | [Mine Safety Disclosures](#item_4_mine_safety_disclosures) | [removed: 25] [added: 27] |

| [Part II](#part_ii) | | [removed: 26] [added: 28] |

| 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: 26] [added: 28] |

| Item 6. | [Reserved](#item_6_selected_financial_data) | [removed: 28] [added: 30] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_7_managements_discussion_analysis_f) | [removed: 29] [added: 31] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market Risk](#item_7a_quantitative_qualitative_disclos) | [removed: 45] [added: 47] |

| Item 8. | [Financial Statements and Supplementary Data](#item_8_financial_statements_supplementar) | [removed: 46] [added: 48] |

| Item 9. | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#item_9_changes_in_disagreements_with_acc) | [removed: 83] [added: 84] |

| Item 9A. | [Controls and Procedures](#item_9a_controls_procedures) | [removed: 83] [added: 84] |

| Item 9B. | [Other Information](#item_9b_or_information) | [removed: 83] [added: 84] |

| Item 9C. | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c_disclosure_regarding_foreign) | [removed: 83] [added: 84] |

| [Part III](#part_iii) | | [removed: 84] [added: 85] |

| Item 10. | [Directors, Executive Officers and Corporate Governance](#item_10_directors_executive_ficers_corpo) | [removed: 84] [added: 85] |

| Item 11. | [Executive Compensation](#item_11_executive_compensation) | [removed: 84] [added: 85] |

| Item 16. | [Form 10-K Summary](#item_16_form_10k_summary) | [removed: 88] [added: 89] |

| [Signatures](#signatures) | | [removed: 89] [added: 90] |

Important factors which could cause our actual results to differ, possibly materially from the forward-looking statements in this report include but are not limited to the following items, in addition to those matters described in Part [removed: I,] [added: II,] Item [removed: 2] [added: 7] “Management’s Discussion and Analysis of Financial Condition and Results of Operations”:

Claims expense resulting from the limited underwriting risk associated with our participation in [removed: capitalized] captive insurance facilities;

Increasing scrutiny and changing laws [removed: and] [added: or competing] expectations from regulators, investors and customers with respect to our environmental, social and governance practices and disclosure;

Risks with respect to the acquisition of RSC Topco, Inc. (“RSC” or “Accession”), a Delaware corporation (the “Transaction”);

The possibility that the anticipated benefits, including any anticipated costs saving and strategies, of the Transaction are not realized when expected or at all;

Risks related to the financing of the Transaction, including that financing the Transaction resulted in an increase in the Company’s indebtedness;

Risks relating to the financial information related to Accession;

The risk that certain assumptions the Company has made relating to the Transaction prove to be materially inaccurate;

Risks related to Accession’s business, including underwriting risk in connection with certain captive insurance companies;

Future sales or other dilution of our equity could adversely affect the market price of our common stock;

Future pandemics, epidemics or outbreaks of infectious diseases, and the resulting governmental and societal responses;

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

The [removed: Audit Committee] [added: audit committee] receives reports on at least a quarterly basis from the Company’s chief [added: information] security officer on the Company’s latest information security risks and mitigation strategies.

As part of the Company’s ERM program, the [removed: Board] [added: board of directors] receives a [removed: report] [added: report,] at least [removed: annually] [added: annually,] from the Company’s chief executive officer and chief legal officer concerning the Company’s risks, which include cybersecurity risks.

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

[removed: Our] [added: Both our] chief security officer [removed: has deep] [added: and our chief information security officer bring extensive] experience [added: in technology, operations, information risk and security in both the military and the private sector, including] developing comprehensive information security programs for large and complex organizations.

[removed: He also brings extensive experience in both the military and the private sector and is a specialist] [added: With more than 35 years of experience, our chief security officer has led industry specialists] in attack surface reduction, incident response and recovery, targeted threat hunting, forensics/malware analysis and threat group analysis.

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

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

In [removed: 2024,] [added: 2025,] nearly all Brown & Brown teammates completed ethical conduct training, cybersecurity awareness training, the California Consumer Privacy Act (CCPA) Survey, and the Annual Certification for Insurance Licensees training, which serves as a reminder of the regulatory obligation to report certain changes to the jurisdictions where they are licensed.

We have also established a structured incident response process driven by [removed: the] severity and type of issue.

This [removed: process, which] [added: process] engages our security operations center (SOC) for incident identification, our internal security team for incident analysis and assignment, our Technology Solutions 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 [removed: from time-to-time] experienced cybersecurity incidents, such as malware infections, phishing campaigns, ransomware and vulnerability exploit attempts, which to date have not had a material impact on our business strategy, results of [removed: operations,] [added: 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 [added: or the operations of third parties that support us, could adversely affect our business, financial condition and reputation” in Item 1A - Risk Factors.]

With more than 25 years of experience, our chief information security officer previously served as the chief information security officer of a highly regulated publicly traded company, where he developed and implemented robust security controls, standards, policies and procedures aligned with measurable industry standards.

program that includes testing.

Our chief security officer has more than 35 years of experience in technology, operations, information risk and security.

Internal persistent scans and external monthly scans;

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

We lease offices at each of our other [removed: 514] [added: 710] locations.

We believe that our facilities are suitable and adequate for present purposes, and that the productive capacity in such facilities is substantially being [removed: utilized, taking into consideration the post-pandemic adoption of a remote and hybrid workforce.][added: utilized.]

We also own our office located in Somerton, England.

On February 10, [removed: 2025,] [added: 2026,] there were [removed: 285,931,978] [added: 340,420,023] shares of our common stock outstanding, held by approximately [removed: 1,616] [added: 2,446] shareholders of record.

These purchases may be carried out through [removed: open market] [added: open-market] purchases, block trades, accelerated share repurchase plans of up to [removed: $100] [added: $250] 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 [removed: Company’s] board of directors authorized the repurchase of up to $200 million of its shares of common stock, [removed: and] on July 20, 2015, the [removed: Company’s] board of directors authorized the repurchase of up to an additional $400 million of the Company’s outstanding common [removed: stock.][added: stock, and on May 1, 2019, the board of directors approved an additional repurchase authorization amount of $373 million.]

At December 31, [removed: 2024,] [added: 2025,] the remaining amount authorized by [removed: our] [added: the] board of directors for share repurchases was [removed: $249] [added: $1,400] million.

Under the authorized repurchase programs, the Company has repurchased approximately [removed: 20] [added: 21] million shares for an aggregate cost of approximately [removed: $748] [added: $848] million between 2014 and [removed: 2024.][added: 2025.]

The following table presents information with respect to our purchases of our common stock during the three months ended December 31, [removed: 2024.][added: 2025.]

| Period | | Total number of shares 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 [removed: programs] [added: programs (in millions)] | | |

The returns of each company have been weighted according to such companies’ respective stock market capitalizations as of December 31, [removed: 2019] [added: 2020] 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: 2019,] [added: 2020,] with all dividends reinvested.

[removed: ][added: ]

Issuances of Unregistered Securities

As partial consideration for the acquisition of Poulton Associates, LLC on November 1, 2025, the Company issued 271,532 shares to the equityholders.

The issuance was made in reliance upon the following exemptions of exclusions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”): Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act

On October 22, 2025, the board of directors approved an additional $1,251 million increase to our existing share repurchase authorization, bringing the total remaining repurchase capacity at that time to approximately $1,500 million of the Company's outstanding common stock.

During 2025, the Company repurchased 1,255,970 shares at an average price per share of $79.62 for a total cost of $100 million.

In addition, during 2025, 378,873 shares were withheld for taxes in connection with vesting of restricted stock awards and restricted stock units under our 2019 Stock Incentive Plan, and 6,947 shares were acquired by the Company in satisfaction of a legal settlement with a former employee of the Company.

| October 1, 2025 to October 31, 2025 | | | 156,455 | | | $ | 79.89 | | | | 156,455 | | | $ | 1,488 | |

| November 1, 2025 to November 30, 2025 | | | 1,099,515 | | | | 79.56 | | | | 1,099,515 | | | | 1,400 | |

| December 1, 2025 to December 31, 2025 | | | — | | | | — | | | | — | | | | 1,400 | |

| Total | | | 1,255,970 | | | $ | 79.62 | | | | 1,255,970 | | | $ | 1,400 | |

All shares reported in this column are attributable to shares purchased in open market transactions.

The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Exchange Act, each as amended, except to the extent that we specifically incorporate such information by reference into such filing.

| | | 12/20 | | | | 12/21 | | | | 12/22 | | | | 12/23 | | | | 12/24 | | | | 12/25 | | |

| Brown & Brown, Inc. | | | 100.00 | | | | 149.30 | | | | 121.85 | | | | 153.20 | | | | 221.09 | | | | 173.84 | |

| S&P 500 Composite Index | | | 100.00 | | | | 126.89 | | | | 102.22 | | | | 126.99 | | | | 156.59 | | | | 182.25 | |

| Peer Group | | | 100.00 | | | | 141.36 | | | | 144.83 | | | | 160.05 | | | | 195.36 | | | | 183.72 | |

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

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 | |

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 | |

| [Consolidated Statements of Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_income)] [added: 2023](#consolidated_statements_income)] | [removed: 47] [added: 49] |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_of_comp_income)] [added: 2023](#consolidated_statements_of_comp_income)] | [removed: 48] [added: 50] |

| [Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023](#consolidated_balance_sheets)] [added: 2024](#consolidated_balance_sheets)] | [removed: 49] [added: 51] |

| [Consolidated Statements of [removed: Shareholders’] Equity for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_shareholders_equ)] [added: 2023](#consolidated_statements_shareholders_equ)] | [removed: 50] [added: 52] |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_cash_flows)] [added: 2023](#consolidated_statements_cash_flows)] | [removed: 51] [added: 53] |

| [Notes to Consolidated Financial Statements for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#notes_to_consolidated_financial_statemen)] [added: 2023](#notes_to_consolidated_financial_statemen)] | [removed: 52] [added: 54] |

| [Note 1: Summary of Significant Accounting Policies](#note_1_summary_significant_accounting_po) | [removed: 52] [added: 54] |

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

| [Note 3: Business Combinations](#note_3_business_combinations) | [removed: 59] [added: 61] |

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

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

| [Note 6: Fixed Assets](#note_7_fixed_assets) | [removed: 63] [added: 66] |

| [Note 7: Accrued Expenses and Other Liabilities](#note_8_accrued_expenses_or_current_liabi) | [removed: 63] [added: 66] |

| [Note 8: Long-Term Debt](#note_9_longterm_debt) | [removed: 64] [added: 67] |

| [Note 9: Income Taxes](#note_10_income_taxes) | [removed: 66] [added: 68] |

| [Note 10: Employee Savings Plan](#note_11_employee_savings_plan) | [removed: 68] [added: 70] |

| [Note 11: Stock-Based Compensation](#note_12_stockbased_compensation) | [removed: 68] [added: 70] |

| [Note 12: Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities](#note_13_supplemental_disclosures_cash_f) | [removed: 71] [added: 73] |

| [Note 13: Commitments and Contingencies](#note_14_commitments_contingencies) | [removed: 72] [added: 74] |

| [Note 14: Leases](#note_14_leases) | [removed: 72] [added: 74] |

| [Note 15: Segment Information](#note_16_segment_information) | [removed: 75] [added: 76] |

| [Note 16: Insurance Company Subsidiary Operations](#note_17_reinsurance) | [removed: 77] [added: 78] |

| [Note 17: [removed: Shareholders’] Equity](#note_20_shareholders_equity) | [removed: 78] [added: 79] |

| [Reports of Independent Registered Public Accounting Firm](#report_of_independant_registered_public) | [removed: 79] [added: 80] |

| (in millions, except per share data) | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | |

| Commissions and fees | | $ | [removed: 4,705] [added: 5,763] | | | $ | [removed: 4,199] [added: 4,705] | | | $ | [removed: 3,563] [added: 4,199] | |

| Investment [removed: income] [added: income(6)] | | | [removed: 93] [added: 6] | | | | [removed: 52] [added: 29] | | | | [removed: 7] [added: 58] | | [added: | | 93 | |]

| Other income, [removed: net] [added: net(7)] | | | [removed: 7] [added: 3] | | | | [removed: 6] [added: 4] | | | | [removed: 3] [added: —] | | [added: | | 7 | |]

| Total revenues | | | [removed: 4,805] [added: 5,902] | | | | [removed: 4,257] [added: 4,805] | | | | [removed: 3,573] [added: 4,257] | |

| Employee compensation and benefits | | | [removed: 2,406] [added: 2,935] | | | | [removed: 2,187] [added: 2,406] | | | | [removed: 1,817] [added: 2,187] | |

| Other operating expenses | | | [removed: 710] [added: 959] | | | | [removed: 650] [added: 710] | | | | [removed: 597] [added: 650] | |

| [removed: Gain] [added: Loss/(gain)] on disposal | | | [removed: (31] [added: 2] | [removed: )] | | | [removed: (143] [added: (31] | ) | | | [removed: (5] [added: (143] | ) |

| Amortization | | | [removed: 178] [added: 312] | | | | [removed: 166] [added: 178] | | | | [removed: 147] [added: 166] | |

| Depreciation | | | [removed: 44] [added: 55] | | | | [removed: 40] [added: 44] | | | | [removed: 39] [added: 40] | |

| Interest | | | [removed: 193] [added: 297] | | | | [removed: 190] [added: 193] | | | | [removed: 141] [added: 190] | |

| Change in estimated acquisition earn-out payables | | | [removed: 2] [added: 25] | | | | [removed: 21] [added: 2] | | | | [removed: (39] [added: 21] | [removed: )] |

| Total expenses | | | [removed: 3,502] [added: 4,531] | | | | [removed: 3,111] [added: 3,502] | | | | [removed: 2,697] [added: 3,111] | |

| Income before income taxes | | | [removed: 1,303] [added: 1,371] | | | | [removed: 1,146] [added: 1,303] | | | | [removed: 876] [added: 1,146] | |

| Income taxes | | | [removed: 301] [added: 304] | | | | [removed: 275] [added: 301] | | | | [removed: 204] [added: 275] | |

| Net income before non-controlling interests | | | [removed: 1,002] [added: 1,067] | | | | [removed: 871] [added: 1,002] | | | | [removed: 672] [added: 871] | |

| Investment and other income | | | 139 | | | | 100 | | | | 58 | |

| Mark-to-market of escrow liability | | | (54 | ) | | | — | | | | — | |

| Net income attributable to the Company | | $ | 1,054 | | | $ | 993 | | | $ | 871 | |

| Acquisitions | | | | | | | | | | | 18 | | | | | | | | | | | | | | | | | | | | 18 | |

| Acquisitions | | | 7 | | | | 1 | | | | 633 | | | | | | | | | | | | | | | | | | | | 634 | |

| Shares issued, public offering | | | 43 | | | | 4 | | | | 4,311 | | | | | | | | | | | | | | | | | | | | 4,315 | |

| Balance at December 31, 2025 | | | 336 | | | $ | 36 | | | $ | 6,160 | | | $ | (848 | ) | | $ | 210 | | | $ | 6,989 | | | $ | 26 | | | $ | 12,573 | |

| Amortization | | | 312 | | | | 178 | | | | 166 | |

| Depreciation | | | 55 | | | | 44 | | | | 40 | |

| Mark-to-market of escrow liability | | | (54 | ) | | | — | | | | — | |

| Other investing activities | | | (1 | ) | | | 4 | | | | 6 | |

| Proceeds from issuance of common stock, net of expenses | | | 4,315 | | | | — | | | | — | |

These products and services include property and casualty insurance and reinsurance, employee benefits, private client services, captive solutions, consulting services and financial and wealth solutions, as well as non-insurance warranty services and products through the Retail segment’s automobile and recreational vehicle dealer services (“F&I”) businesses.

The Specialty Distribution segment consists of our programs, wholesale brokerage and specialty businesses.

These products and services include specialty property and casualty insurance, financial lines, life and health benefits, reinsurance, travel/accident and health insurance, captive administrative services, warranty services and specialty packages of coverages.

The specialty business offers solutions across affinity and administrative services, captives, reinsurance, travel/accident, warranty, and life & health.

However, we also operate and/or participate in various ancillary insurance operations, including (1) reinsurance companies and stand-alone captives that assume underwriting risk; (2) series captive insurance companies (“SCICs”); (3) protected cell companies; (4) segregated account companies; (5) a quota share captive and (6) an excess of loss layer captive.

These ancillary insurance operations facilitate additional underwriting capacity, generate incremental revenues and/or enable the Company to participate in certain underwriting results.

In conjunction with the acquisition of RSC Topco, Inc., (“RSC” or “Accession”) the holding company for Accession Risk Management Group, Inc., in the third quarter of 2025, the Company realigned its business from three to two segments.

As a result of the segment reorganization, the Company consolidated its Programs and Wholesale Brokerage segments into a new Specialty Distribution segment.

In December 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-11, "Interim Reporting (Topic 270): Narrow-Scope Improvements." This ASU clarifies the guidance in ASC 270 - *Interim Reporting*, adding a comprehensive list of required interim disclosures and a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

In September 2025, the FASB issued ASU 2025-06, "Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software." This ASU was issued to modernize the accounting for software

costs that are accounted for under Subtopic 350-40, including removing reference to "project stages" and adding the "probable-to-complete recognition threshold." This ASU is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating these new accounting requirements.

In December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures." This ASU enhances income tax disclosure requirements, including expanded disclosure of the effective tax rate reconciliation in both percentages and reporting currency amounts, defined categories within the reconciliation, additional disclosure for individually significant reconciling items, and disaggregation of state and local income taxes by jurisdiction.

The Company adopted ASU 2023‑09 prospectively for the year ended December 31, 2025.

The estimated fair value of net tangible assets and identifiable intangible assets purchased, primarily customer accounts, are recognized with the excess of purchase price over the fair value of identifiable net assets acquired recorded to goodwill.

For certain large or complex acquisitions, the Company retains the services of certified valuation specialists to assist with assigning estimated values to certain acquired assets and assumed liabilities.

The fair value of the tangible assets acquired and liabilities assumed in each acquisition approximated their respective carrying amounts as of the acquisition date.

Many of the Company's acquisitions contain provisions for potential earn-out obligations.

The amounts recorded as earn-out payables are based upon the terms of the purchase agreements and the present value of expected future payments to be made to the sellers resulting from estimated future operating results of the acquired entities over a period subsequent to the acquisition date, typically one to three years.

The earn-out payables are measured at estimated fair value as of the acquisition date and are included in purchase price consideration.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The OBBBA includes several provisions that impact the timing and magnitude of certain tax deductions, including restoring 100% bonus depreciation for qualifying property, increasing the business interest limitation and the immediate expensing of domestic research and development costs.

The Company has applied the provisions of OBBBA to its financial results and position following its effective date, and will continue to assess potential impacts to its financial position, results of operations and cash flows as additional guidance from the OBBBA is issued.

The Organization for Economic Co-operation and Development (“OECD”) has a framework to implement a global minimum corporate tax of 15% for companies with global revenue and profits above certain thresholds (referred to as "Pillar 2").

The U.S. has not enacted legislation to implement Pillar 2; however, certain countries in which the Company operates have adopted legislation, and other countries are in the process of introducing legislation to implement Pillar 2.

The OECD issued new administrative guidance on January 5, 2026 (the “Side-by-Side” or “SbS” package) modifying key aspects of the operation of the Pillar 2 rules.

The package introduces simplifications and new safe harbors for U.S. multinational companies to coexist with Pillar 2 while fully exempting U.S. parented groups from the application of two of the three Pillar 2 charging provisions, the income-inclusion rule (“IIR”) and the undertaxed profits rule (“UTPR”).

| Investments | | | 19 | | | | 21 | |

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

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

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

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

| Net unrealized holding loss on available-for-sale securities | | | | | | | | | | | | | | | | | | | (2 | ) | | | | | | | | | | | (2 | ) |

| Agency acquisition | | | | | | | | | | | 15 | | | | | | | | | | | | | | | | | | | | 15 | |

| Agency acquisition | | | | | | | | | | | 18 | | | | | | | | | | | | | | | | | | | | 18 | |

| Purchases of investments | | | (7 | ) | | | (7 | ) | | | — | |

| Proceeds from sales of investments | | | 11 | | | | 13 | | | | 7 | |

The Company also participates in two capitalized captive insurance facilities (the "Captives") for the purpose of facilitating additional underwriting capacity, generating incremental revenues and participating in underwriting results.

In conjunction with the divestiture of certain businesses within the Company’s former Services segment in the fourth quarter of 2023, the Company aligned its business from four to three segments beginning in fiscal year 2024.

As a result of the segment realignment, the Services segment was eliminated as a business segment.

The results of the third-party claims administration and adjusting services businesses sold in the fourth quarter of 2023 are presented within the Programs segment.

The results of the businesses from the former Services segment that were not sold are presented within the Retail segment.

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, "Improvements to Income Tax Disclosures." This ASU improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction.

Early adoption is permitted.

In November 2023, the FASB issued ASU 2023-07, "Improvements to Reportable Segment Disclosures." This ASU requires additional reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses.

In addition, the ASU enhances interim disclosure requirements effectively making the current annual requirements a requirement for interim reporting.

The Company adopted ASU 2023-07 for fiscal year ending December 31, 2024 and has included the required disclosures within Note 15 of these Notes to Consolidated Financial Statements.

tax, as other comprehensive income within the equity section of the Consolidated Balance Sheets.

Acquisition purchase prices are typically calculated based upon a multiple of average annual earnings, and/or revenue earned over a period of three years within a minimum and maximum price range ("earn-out").

The recorded purchase prices for acquisitions include an estimation of the fair value of liabilities associated with any potential earn-out provisions.

The fair value of earn-out obligations is based upon the present value of the expected future payments to be made to the sellers of the acquired businesses in accordance with the provisions contained in the respective purchase agreements.

The expected future payments are estimated on the basis of the earn-out formula and performance targets specified in each purchase agreement compared to the associated financial projections.

| Weighted average number of common shares outstanding for basic earnings per common share | | | 282 | | | | 280 | | | | 278 | |

| Dilutive effect of equity instruments | | | 2 | | | | 1 | | | | 1 | |

As of December 31, 2023 the carrying value of our fixed-rate borrowings was $2,740 million and we approximate their values using market quotes of notes with similar terms as ours and calculate a fair value of $2,488 million.

The Company acts in a risk-bearing capacity for flood insurance associated with WNFIC, which is part of our Programs segment.

The Company also participates in two Captives for the purpose of facilitating additional underwriting capacity, generating additional revenues and participating in underwriting results.

The other Captive operates through an-excess of loss or reinsurance layers associated with placements made by one of our MGU businesses focused on residential property primarily in the southeastern United States.

This Captive has capped exposure through contractual aggregate limits on the reinsurance participations it assumes with one layer of per risk excess reinsurance and three layers of catastrophe per occurrence reinsurance.

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

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

| Base commissions(1) | | $ | 1,421 | | | $ | 589 | | | $ | 367 | | | $ | — | | | $ | 2,377 | |

| Fees(2) | | | 546 | | | | 298 | | | | 69 | | | | (1 | ) | | | 912 | |

| Investment income(6) | | | — | | | | 1 | | | | — | | | | 6 | | | | 7 | |

| Total Revenues | | $ | 2,157 | | | $ | 958 | | | $ | 453 | | | $ | 5 | | | $ | 3,573 | |

(1)

premium to charge the insured.

There were no changes in or disagreements with accountants on accounting and financial disclosure in [removed: 2024.][added: 2025.]

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: 2024.][added: 2025.]

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: 2024] [added: 2025] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

During the fourth quarter of [removed: 2024,] [added: 2025,] 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: 2025] [added: 2026] (the [removed: “2025] [added: “2026] 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.

A copy of our Code of Ethics for our chief executive officer and our senior financial officers and a copy of our Code of Business Conduct and Ethics applicable to all employees are posted on our internet website, at [removed: www.bbinsurance.com,] [added: www.bbrown.com,] and are also available without charge, upon written request directed to Corporate Secretary, Brown & Brown, Inc., 300 North Beach Street, Daytona Beach, Florida 32114, or by telephone to (386) 252-9601.

The information required by this item is incorporated herein by reference to the [removed: 2025] [added: 2026] Proxy [removed: Statement under the heading “Compensation Matters.”][added: Statement.]

The following table sets forth information as of December 31, [removed: 2024,] [added: 2025,] with respect to compensation plans under which the Company’s equity securities are authorized for issuance:

| Brown & Brown, Inc. [removed: 2019] [added: 2010] Stock Incentive [removed: Plan] [added: Plan, as amended] | | | [removed: 2,582,143] [added: —] | | [removed: (2)] |

| Brown & Brown, Inc. [removed: 2010] [added: Amended and Restated 2019] Stock Incentive Plan | | | [removed: —] [added: 8,891,392] | | [added: (2)] |

| Brown & Brown, Inc. [added: Amended and Restated] 1990 [removed: Employee] [added: Teammate] Stock Purchase Plan | | | [removed: 2,273,356] [added: 1,730,975] | | |

All of the shares available for future issuance under the Brown & Brown, Inc. [added: Amended and Restated] 2019 Stock Incentive Plan may be issued in connection with options, warrants, rights, restricted stock, restricted stock units or other stock-based awards.

The number of securities remaining available of [removed: 2,582,143] [added: 8,891,392] has been reduced by [removed: 1,480,857] [added: 1,317,824] 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 [removed: zero.][added: zero, and 1,943 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 150% of the target or decreased to 50%.]

The other information required by this item is incorporated herein by reference to the [removed: 2025] [added: 2026] Proxy Statement under the heading “Security Ownership of Management and Certain Beneficial Owners.”

| | | | | | |

| Total | | | 10,622,367 | | |

| | | A | | | |

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

The information required by this item is incorporated herein by reference to the [removed: 2025] [added: 2026] 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: 2025] [added: 2026] Proxy Statement under the heading “Fees Paid to Deloitte & Touche LLP.”

| [removed: 4.1] [added: 4.1] | | [Description of the Registrant’s capital [removed: stock (incorporated by reference to Exhibit 4.1 to Form 10-K filed February 24, 2020)](https://www.sec.gov/Archives/edgar/data/79282/000156459020006075/bro-ex41_204.htm).] [added: stock](https://www.sec.gov/Archives/edgar/data/79282/000156459020006075/bro-ex41_204.htm).] |

| [removed: 10.5] [added: 10.6] | | [Second Amended and Restated Credit Agreement dated October 27, 2021, among the Registrant JPMorgan Chase Bank, N.A., Bank 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, 2022).](https://www.sec.gov/Archives/edgar/data/79282/000095017022001654/bro-ex10_5.htm) |

| [removed: 10.6] [added: 10.7] | | [Amendment No. 1, dated February 10, 2023, to the Second Amended and Restated Credit Agreement dated October 27, 2021, among the Registrant, JPMorgan Chase Bank, N.A. and the lenders named therein (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on April 27, 2023).](https://www.sec.gov/Archives/edgar/data/79282/000095017023015456/bro-ex10_1.htm) |

| [removed: 10.7] [added: 10.8] | | [Term Loan Credit Agreement, dated December 21, 2018, by and among the Company, Wells Fargo Bank, National Association, as administrative agent, Bank of America, N.A., BMO Harris Bank N.A. and SunTrust Bank as co-syndication agents, and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, BMO Capital Markets Corp. and SunTrust Robinson Humphrey, Inc. as joint lead arrangers and joint bookrunners (incorporated by reference to Exhibit 10.10 to Form 10-K for the year ended December 31, 2019).](https://www.sec.gov/Archives/edgar/data/79282/000007928219000006/exhibit1010q42018.htm) |

| [removed: 10.8] [added: 10.9] | | [Majority Share Purchase Agreement, dated March 7, 2022, between the Company, Brown & Brown UK Holdco Limited, GRP (Jersey) Topco Limited and certain other parties named therein (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2022).](https://www.sec.gov/Archives/edgar/data/79282/000095017022008555/bro-ex10_1.htm) |

| [removed: 10.9] [added: 10.10] | | [Amendment Agreement, dated July 1, 2022, to Majority Share Purchase Agreement, dated March 7, 2022, between the Company Brown & Brown UK Holdco Limited, GRP (Jersey) Topco Limited and certain other parties named therein (incorporated by referenced to Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2022).](https://www.sec.gov/Archives/edgar/data/79282/000095017022021976/bro-ex10_1.htm) |

| [removed: 10.10] [added: 10.11] | | [Loan Agreement, dated March 31, 2022, between the Company and the lenders named therein, BMO Harris Bank N.A., as administrative agent, Fifth Third Bank, National Association, PNC Bank, National Association, U.S. Bank National Association and Wells Fargo Bank, National Association, as co-syndication agents, BMO Capital Markets Corp., BofA Securities, Inc., JPMorgan Chase Bank, N.A. and Truist Securities, Inc., as joint bookrunners and joint lead arrangers (incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2022).](https://www.sec.gov/Archives/edgar/data/79282/000095017022008555/bro-ex10_2.htm) |

| [removed: 19] [added: 19] | | [Brown & Brown, Inc. Insider Trading [removed: Policy](https://www.sec.gov/Archives/edgar/data/79282/000095017025019039/bro-ex19.htm).] [added: Policy (incorporated by reference to Exhibit 19 to Form 10-K for the year ended December 31, 2024).](https://www.sec.gov/Archives/edgar/data/79282/000095017025019039/bro-ex19.htm)] |

| 21 | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/79282/000095017025019039/bro-ex21.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/79282/000119312526046984/bro-ex21.htm)] |

| 23 | | [Consent of Deloitte & Touche [removed: LLP.](https://www.sec.gov/Archives/edgar/data/79282/000095017025019039/bro-ex23.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/79282/000119312526046984/bro-ex23.htm)] |

| 24 | | [Powers of [removed: Attorney.](https://www.sec.gov/Archives/edgar/data/79282/000095017025019039/bro-ex24.htm)] [added: Attorney.](https://www.sec.gov/Archives/edgar/data/79282/000119312526046984/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/79282/000095017025019039/bro-ex31_1.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/79282/000119312526046984/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/79282/000095017025019039/bro-ex31_2.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/79282/000119312526046984/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/79282/000095017025019039/bro-ex32_1.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/79282/000119312526046984/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/79282/000095017025019039/bro-ex32_2.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/79282/000119312526046984/bro-ex32_2.htm)] |

| 101 | | The following financial statements from the Company’s Annual Report on Form 10-K for the period ended December 31, [removed: 2024,] [added: 2025,] formatted in inline XBRL, include: (i) Consolidated Statements of Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of [removed: 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: 2024,] [added: 2025,] formatted Inline XBRL (included as Exhibit 101). |

| 2.1* | | [Agreement and Plan of Merger, dated June 10, 2025, by and among RSC Topco, Inc, Brown & Brown, Inc., Encore Merger Sub, Inc., and Kelso RSC (Investor), L.P. (incorporated by reference to Exhibit 2.1 to Form 8-K filed on June 10, 2025).](https://www.sec.gov/Archives/edgar/data/79282/000119312525138153/d32630dex21.htm) |

| 4.11 | | [Sixth Supplemental Indenture, dated as of June 23, 2025, between Brown & Brown, Inc. and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association) (incorporated by reference to Exhibit 4.2 to Form 8-K filed on June 23, 2025).](https://www.sec.gov/Archives/edgar/data/79282/000119312525144719/d933338dex42.htm) |

| 4.12 | | [Form of Brown & Brown, Inc.’s 4.600% Notes due 2026 (incorporated by reference to Exhibit 4.3 to Form 8-K filed on June 23, 2025).](https://www.sec.gov/Archives/edgar/data/79282/000119312525144719/d933338dex43.htm) |

| 4.13 | | [Form of Brown & Brown, Inc.’s 4.700% Notes due 2028 (incorporated by reference to Exhibit 4.4 to Form 8-K filed on June 23, 2025).](https://www.sec.gov/Archives/edgar/data/79282/000119312525144719/d933338dex44.htm) |

| 4.14 | | [Form of Brown & Brown, Inc.’s 4.900% Notes due 2030 (incorporated by reference to Exhibit 4.5 to Form 8-K filed on June 23, 2025).](https://www.sec.gov/Archives/edgar/data/79282/000119312525144719/d933338dex45.htm) |

| 4.15 | | [Form of Brown & Brown, Inc.’s 5.250% Notes due 2032 (incorporated by reference to Exhibit 4.6 to Form 8-K filed on June 23, 2025).](https://www.sec.gov/Archives/edgar/data/79282/000119312525144719/d933338dex46.htm) |

| 4.16 | | [Form of Brown & Brown, Inc.’s 5.550% Notes due 2035 (incorporated by reference to Exhibit 4.7 to Form 8-K filed on June 23, 2025).](https://www.sec.gov/Archives/edgar/data/79282/000119312525144719/d933338dex47.htm) |

| 4.17 | | [Form of Brown & Brown, Inc.’s 6.250% Notes due 2055 (incorporated by reference to Exhibit 4.8 to Form 8-K filed on June 23, 2025).](https://www.sec.gov/Archives/edgar/data/79282/000119312525144719/d933338dex48.htm) |

| 10.1(e)* | | [Service Agreement, dated as of February 23, 2025, between the Registrant and Stephen P. Hearn (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2025).](https://www.sec.gov/Archives/edgar/data/79282/000095017025059393/bro-ex10_1.htm) |

| 10.3(c)* | | [Brown & Brown, Inc. Amended and Restated 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on May 12, 2025).](https://www.sec.gov/Archives/edgar/data/79282/000095017025069437/bro-ex10_1.htm) |

| 10.5 | | [Brown & Brown, Inc. Amended and Restated 1990 Teammate Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on July 28, 2025).](https://www.sec.gov/Archives/edgar/data/79282/000095017025099240/bro-ex10_2.htm) |

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* Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

The Company hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, for any exhibits or schedules so furnished.

| Date: February [removed: 12, 2025] [added: 11, 2026] | | By: | /s/ J. Powell Brown | |

| /s/ J. Powell Brown | | Director; president and chief executive officer (principal executive officer) | | February [removed: 12, 2025] [added: 11, 2026] |

| /s/ R. Andrew Watts | | Executive vice president, chief financial officer and treasurer (principal financial [removed: and accounting] officer) | | February [removed: 12, 2025] [added: 11, 2026] |

| * | | Chairman of the board | | February [removed: 12, 2025] [added: 11, 2026] |

| * | | Director | | February [removed: 12, 2025] [added: 11, 2026] |

| /s/ Paul M. Gallagher | | Vice president, controller and chief accounting officer (principal accounting officer) | | February 11, 2026 |

| Paul M. Gallagher | | | | |

| * | | Director | | February 11, 2026 |

| * | | Director | | February 11, 2026 |

| * | | Director | | February 11, 2026 |

| * | | Director | | February 11, 2026 |

| Joia M. Johnson | | | | |

| * | | Director | | February 11, 2026 |

| * | | Director | | February 11, 2026 |

| * | | Director | | February 11, 2026 |

| * | | Director | | February 11, 2026 |

| * | | Director | | February 11, 2026 |

| * | | Director | | February 11, 2026 |

| * | | Director | | February 11, 2026 |

| Stephen P. Hearn | | | | |

| Chilton D. Varner | | | | |