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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “BRO”.

On February 10, 2026, there were 340,420,023 shares of our common stock outstanding, held by approximately 2,446 shareholders of record.

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

Issuer Purchases of Equity Securities

Under the authorizations from the Company’s board of directors, shares may be purchased from time to time, at the Company’s discretion and subject to the availability of stock, market conditions, the trading price of the stock, alternative uses for capital, the Company’s financial performance and other potential factors. These purchases may be carried out through open-market purchases, block trades, accelerated share repurchase plans of up to $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 board of directors authorized the repurchase of up to $200 million of its shares of common stock, on July 20, 2015, the board of directors authorized the repurchase of up to an additional $400 million of the Company’s outstanding common stock, and on May 1, 2019, the board of directors approved an additional repurchase authorization amount of $373 million. 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. At December 31, 2025, the remaining amount authorized by the board of directors for share repurchases was $1,400 million. Under the authorized repurchase programs, the Company has repurchased approximately 21 million shares for an aggregate cost of approximately $848 million between 2014 and 2025. 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.

The following table presents information with respect to our purchases of our common stock during the three months ended December 31, 2025.

PeriodTotal number of shares purchased**(1)**Average price paid per shareTotal number of shares purchased as part of publicly announced plans or programsApproximate dollar value of shares that may yet be purchased under the plans or programs (in millions)
October 1, 2025 to October 31, 2025156,455$79.89156,455$1,488
November 1, 2025 to November 30, 20251,099,51579.561,099,5151,400
December 1, 2025 to December 31, 2025———1,400
Total1,255,970$79.621,255,970$1,400

(1)

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

Performance Graph

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.

The following graph is a comparison of five-year cumulative total shareholder returns for our common stock as compared with the cumulative total shareholder return for the S&P 500 Composite Index and a group of peer insurance broker and agency companies (Aon plc, Arthur J. Gallagher & Co, Marsh & McLennan Companies, and Willis Towers Watson Public Limited Company). The returns of each company have been weighted according to such companies’ respective stock market capitalizations as of December 31, 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, 2020, with all dividends reinvested.

12/2012/2112/2212/2312/2412/25
Brown & Brown, Inc.100.00149.30121.85153.20221.09173.84
S&P 500 Composite Index100.00126.89102.22126.99156.59182.25
Peer Group100.00141.36144.83160.05195.36183.72

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