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Item 6. Exhibits

6K characters. Original on sec.gov ·

Item 6. Exhibits

The following exhibits are filed as a part of this Report:

1.1Underwriting Agreement, dated as of March 14, 2022, among Brown & Brown, Inc. and J.P. Morgan Securities LLC, BofA Securities, Inc., BMO Capital Markets Corp. and Truist Securities, Inc., as representatives of the several underwriters named therein (incorporated by reference to Exhibit 1.1 to Form 8-K filed on March 15, 2022).
3.1Articles of Amendment to the Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Form 8-K filed on March 29, 2018), Articles of Amendment to Articles of Incorporation (adopted April 24, 2003) (incorporated by reference to Exhibit 3a to Form 10-Q for the quarter ended March 31, 2003) and Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3a to Form 10-Q for the quarter ended March 31, 1999).
3.2By-Laws (incorporated by reference to Exhibit 3.2 to Form 8-K filed on October 12, 2016).
4.1Fourth Supplemental Indenture, dated as of March 17, 2022, 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 March 17, 2022).
4.2Form of Brown & Brown, Inc.’s 4.200% Notes due 2032 (incorporated by reference to Exhibit 4.3 to Form 8-K filed on March 17, 2022).
4.3Form of Brown & Brown, Inc.’s 4.950% Notes due 2052 (incorporated by reference to Exhibit 4.4 to Form 8-K filed on March 17, 2022).
10.1*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.
10.2*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.
10.3**Form of Performance Stock Award Agreement under the 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on February 23, 2022).
10.4**Form of Restricted Stock Unit Agreement under the 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Form 8-K filed on February 23, 2022).
31.1Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer of the Registrant.
31.2Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer of the Registrant.
32.1Section 1350 Certification by the Chief Executive Officer of the Registrant.
32.2Section 1350 Certification by the Chief Financial Officer of the Registrant.
101The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in inline XBRL, include: (i) Condensed Consolidated Statements of Income, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) the Notes to the Condensed Consolidated Financial Statements.
104Cover Page Interactive Data File (formatted in inline XBRL and included in Exhibit 101).
  • Filed herewith

** Management Contract or Compensatory Plan Arrangement

SIGN****ATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BROWN & BROWN, INC.
/s/ R. Andrew Watts
Date: May 9, 2022R. Andrew Watts
Executive vice president, chief financial officer and treasurer
(duly authorized officer, principal financial officer and principal accounting officer)

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