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Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2025
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 001-13619
BROWN & BROWN, INC.
(Exact name of Registrant as specified in its charter)
| Florida |  | 59-0864469 | ||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||
| 300 North Beach Street**,** Daytona Beach**,** FL | 32114 | |||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (386) 252-9601
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.10 Par Value | BRO | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§-232.405 of this chapter) during the preceding twelve months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of the Registrant’s common stock, $0.10 par value, outstanding as of July 25, 2025 was 329,842,812.
BROWN & BROWN, INC.
IND****EX
Disclosure Regarding Forward-Looking Statements
Brown & Brown, Inc., together with its subsidiaries (collectively, “we,” “Brown & Brown” or the “Company”), makes “forward-looking statements” within the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995, as amended, throughout this report and in the documents we incorporate by reference into this report. You can identify these statements by forward-looking words such as “may,” “will,” “should,” “expect,” “anticipate,” “believe,” “intend,” “estimate,” “plan” and “continue” or similar words. We have based these statements on our current expectations about potential future events. Although we believe the expectations expressed in the forward-looking statements included in this Quarterly Report on Form 10-Q and the reports, statements, information and announcements incorporated by reference into this report are based upon reasonable assumptions within the bounds of our knowledge of our business, a number of factors could cause actual results to differ materially from those expressed in any forward-looking statements, whether oral or written, made by us or on our behalf. Many of these factors have previously been identified in filings or statements made by us or on our behalf. 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 I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”:
Risks with respect to the timing and completion of 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 will result in an increase in the Company’s indebtedness;
Risks relating to the financial information related to Accession;
Risks related to Accession’s business, including underwriting risk in connection with certain captive insurance companies;
The risk that certain assumptions the Company has made relating to the Transaction prove to be materially inaccurate;
The inability to hire, retain and develop qualified employees, as well as the loss of any of our executive officers or other key employees;
A cybersecurity attack or any other interruption in information technology and/or data security that may impact our operations or the operations of third parties that support us;
Acquisition-related risks that could negatively affect the success of our growth strategy, including the possibility that we may not be able to successfully identify suitable acquisition candidates, complete acquisitions, successfully integrate acquired businesses into our operations and expand into new markets;
Risks related to our international operations, which may result in additional risks or require more management time and expense than our domestic operations to achieve or maintain profitability;
The requirement for additional resources and time to adequately respond to dynamics resulting from rapid technological change;
The loss of or significant change to any of our insurance company or intermediary relationships, which could result in loss of capacity to write business, additional expense, loss of market share or material decrease in our commissions;
The effect of natural disasters on our profit-sharing contingent commissions, insurer capacity or claims expenses within our capitalized captive insurance facilities;
Adverse economic conditions, political conditions, outbreaks of war, disasters, or regulatory changes in states or countries where we have a concentration of our business;
The inability to maintain our culture or a significant change in management, management philosophy or our business strategy;
Fluctuations in our commission revenue as a result of factors outside of our control;
The effects of significant or sustained inflation or higher interest rates;
Claims expense resulting from the limited underwriting risk associated with our participation in capitalized captive insurance facilities;
Risks associated with our automobile and recreational vehicle finance and incentives dealer services (“F&I”) businesses;
Changes in, or the termination of, certain programs administered by the U.S. federal government from which we derive revenues;
The limitations of our system of disclosure and internal controls and procedures in preventing errors or fraud, or in informing management of all material information in a timely manner;
Our reliance on vendors and other third parties to perform key functions of our business operations and provide services to our customers;
The significant control certain shareholders have;
Changes in data privacy and protection laws and regulations or any failure to comply with such laws and regulations;
Improper disclosure of confidential information;
Our ability to comply with non-U.S. laws, regulations and policies;
The potential adverse effect of certain actual or potential claims, regulatory actions or proceedings on our businesses, results of operations, financial condition or liquidity;
Uncertainty in our business practices and compensation arrangements with insurance carriers due to potential changes in regulations;
Regulatory changes that could reduce our profitability or growth by increasing compliance costs, technology compliance, restricting the products or services we may sell, the markets we may enter, the methods by which we may sell our products and services, or the prices we may charge for our services and the form of compensation we may accept from our customers, carriers and third parties;
Increasing scrutiny and changing laws and expectations from regulators, investors and customers with respect to our environmental, social and governance practices and disclosure;
A decrease in demand for liability insurance as a result of tort reform legislation;
Our failure to comply with any covenants contained in our debt agreements;
The possibility that covenants in our debt agreements could prevent us from engaging in certain potentially beneficial activities;
Fluctuations in foreign currency exchange rates;
A downgrade to our corporate credit rating, the credit ratings of our outstanding debt or other market speculation;
Changes in the U.S.-based credit markets that might adversely affect our business, results of operations and financial condition;
Changes in current U.S. or global economic conditions, including an extended slowdown in the markets in which we operate;
Disintermediation within the insurance industry, including increased competition from insurance companies, technology companies and the financial services industry, as well as the shift away from traditional insurance markets;
Conditions that result in reduced insurer capacity;
Quarterly and annual variations in our commissions that result from the timing of policy renewals and the net effect of new and lost business production;
Intangible asset risk, including the possibility that our goodwill may become impaired in the future;
Changes in our accounting estimates and assumptions;
Future pandemics, epidemics or outbreaks of infectious diseases, and the resulting governmental and societal responses;
Other risks and uncertainties as may be detailed from time to time in our public announcements and Securities and Exchange Commission (“SEC”) filings; and
Other factors that the Company may not have currently identified or quantified.
Assumptions as to any of the foregoing, and all statements, are not based upon historical fact, but rather reflect our current expectations concerning future results and events. Forward-looking statements that we make or that are made by others on our behalf are based upon a knowledge of our business and the environment in which we operate, but because of the factors listed above, among others, actual results may differ from those in the forward-looking statements. Consequently, these cautionary statements qualify all of the forward-looking statements we make herein. We cannot assure you that the results or developments anticipated by us will be realized, or even if substantially realized, that those results or developments will result in the expected consequences for us or affect us, our business or our operations in the way we expect. We caution readers not to place undue reliance on these forward-looking statements. All forward-looking statements made herein are made only as of the date of this filing, and the Company does not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or of which the Company hereafter becomes aware.
PART I — FINANC****IAL INFORMATION
Next: Item 1. Financial Statements (Unaudited)