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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters.

Equity Compensation Plan Information

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

Plan CategoryNumber of securities remaining available for future issuance under equity compensation plans**(1)**
Equity compensation plans approved by shareholders:
Brown & Brown, Inc. Amended and Restated 2019 Stock Incentive Plan8,891,392(2)
Brown & Brown, Inc. 2010 Stock Incentive Plan, as amended—
Brown & Brown, Inc. Amended and Restated 1990 Teammate Stock Purchase Plan1,730,975
Brown & Brown, Inc. Performance Stock Plan—
Total10,622,367
Equity compensation plans not approved by shareholders—

(1)

All of the shares available for future issuance under the Brown & Brown, Inc. 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.

(2)

The number of securities remaining available of 8,891,392 has been reduced by 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 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 2026 Proxy Statement under the heading “Security Ownership of Management and Certain Beneficial Owners.”

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