Item 1. Financial Statements (Unaudited)

BROWN & BROWN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

		Three months ended September 30,								Nine months ended September 30,
(in millions, except per share data)		2025				2024				2025				2024
REVENUES
Commissions and fees		$	1,550			$	1,155			$	4,183			$	3,545
Investment and other income			56				31				112				77
Total revenues			1,606				1,186				4,295				3,622
EXPENSES
Employee compensation and benefits			793				607				2,116				1,823
Other operating expenses			276				165				672				499
(Gain)/loss on disposal			—				(1	)			1				(30	)
Amortization			93				45				196				131
Depreciation			14				11				37				33
Interest			100				50				197				147
Change in estimated acquisition earn-out payables			11				(8	)			18				(9	)
Mark-to-market of escrow liability			8				—				8				—
Total expenses			1,295				869				3,245				2,594
Income before income taxes			311				317				1,050				1,028
Income taxes			82				78				251				237
Net income before non-controlling interests			229				239				799				791
Less: Net income attributable to non-controlling interests			2				5				9				8
Net income attributable to the Company		$	227			$	234			$	790			$	783
Net income per share:
Basic		$	0.68			$	0.82			$	2.59			$	2.75
Diluted		$	0.68			$	0.81			$	2.57			$	2.73

See accompanying Notes to Condensed Consolidated Financial Statements.

BROWN & BROWN, INC.

CONDENSED CONSOLIDATED STATE****MENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

		Three months ended September 30,								Nine months ended September 30,
(in millions)		2025				2024				2025				2024
Net income attributable to the Company		$	227			$	234			$	790			$	783
Foreign currency translation (loss)/gain			(62	)			172				309				144
Comprehensive income attributable to the Company		$	165			$	406			$	1,099			$	927

See accompanying Notes to Condensed Consolidated Financial Statements.

BROWN & BROWN, INC.

CONDENSED CONSOLIDATE****D BALANCE SHEETS

(UNAUDITED)

(in millions, except per share data)		September 30, 2025				December 31, 2024
ASSETS
Current Assets:
Cash and cash equivalents		$	1,190			$	675
Fiduciary cash			2,271				1,827
Commission, fees and other receivables			1,457				895
Fiduciary receivables			1,348				1,116
Reinsurance recoverable			603				1,527
Prepaid reinsurance premiums			790				520
Other current assets			484				364
Total current assets			8,143				6,924
Fixed assets, net			366				319
Operating lease assets			269				200
Goodwill			14,891				7,970
Amortizable intangible assets, net			4,952				1,814
Other assets			733				385
Total assets		$	29,354			$	17,612
LIABILITIES AND EQUITY
Current Liabilities:
Fiduciary liabilities		$	3,619			$	2,943
Losses and loss adjustment reserve			620				1,543
Unearned premiums			887				577
Accounts payable			849				373
Accrued expenses and other liabilities			840				653
Current portion of long-term debt			75				225
Total current liabilities			6,890				6,314
Long-term debt less unamortized discount and debt issuance costs			7,653				3,599
Operating lease liabilities			243				189
Deferred income taxes, net			857				711
Other liabilities			1,304				362
Equity:
Common stock, par value $0.10 per share; authorized 560 shares; issued 357 shares and outstanding 337 shares at 2025, issued 306shares and outstanding 286 shares at 2024, respectively			36				31
Additional paid-in capital			6,117				1,118
Treasury stock, at cost 20 shares at 2025 and 2024			(748	)			(748	)
Accumulated other comprehensive income/(loss)			200				(109	)
Non-controlling interests			21				17
Retained earnings			6,781				6,128
Total equity			12,407				6,437
Total liabilities and equity		$	29,354			$	17,612

See accompanying Notes to Condensed Consolidated Financial Statements.

BROWN & BROWN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(UNAUDITED)

		Common Stock
(in millions, except per share data)		Shares Outstanding				Par Value				Additional Paid-In Capital				Treasury Stock				Accumulated Other Comprehensive Income (Loss)				Retained Earnings				Non-Controlling Interest				Total
Balance at December 31, 2024			286			$	31			$	1,118			$	(748	)		$	(109	)		$	6,128			$	17			$	6,437
Net income																							331				3				334
Foreign currency translation																			124												124
Shares issued - employee stock compensation plans:
Employee stock purchase plan											4																				4
Stock incentive plans			1								25																				25
Repurchase shares to fund tax withholdings for non-cash stock-based compensation											(40	)																			(40	)
Cash dividends paid ($0.15 per share)																							(43	)							(43	)
Balance at March 31, 2025			287			$	31			$	1,107			$	(748	)		$	15			$	6,416			$	20			$	6,841
Net income																							231				3				234
Foreign currency translation																			247												247
Shares issued - employee stock compensation plans:
Employee stock purchase plan											3																				3
Stock incentive plans											20																				20
Shares issued - public offering			43				4				4,311																				4,315
Directors											1																				1
Repurchase shares to fund tax withholdings for non-cash stock-based compensation											(1	)																			(1	)
Cash dividends paid ($0.15 per share)																							(43	)							(43	)
Balance at June 30, 2025			330			$	35			$	5,441			$	(748	)		$	262			$	6,604			$	23			$	11,617
Net income																							227				2				229
Foreign currency translation																			(62	)											(62	)
Shares issued - employee stock compensation plans:
Employee stock purchase plan											46																				46
Stock incentive plans											19																				19
Acquisitions			7				1				611																				612
Non-controlling interest distribution																											(4	)			(4	)
Cash dividends paid ($0.15 per share)																							(50	)							(50	)
Balance at September 30, 2025			337			$	36			$	6,117			$	(748	)		$	200			$	6,781			$	21			$	12,407
Balance at December 31, 2023			285			$	30			$	1,027			$	(748	)		$	(19	)		$	5,289			$	—			$	5,579
Net income																							293				1				294
Foreign currency translation																			(32	)											(32	)
Shares issued - employee stock compensation plans:
Employee stock purchase plan											4																				4
Stock incentive plans			1								25																				25
Net non-controlling interest acquired (disposed)											1																8				9
Repurchase shares to fund tax withholdings for non-cash stock-based compensation			(1	)							(54	)																			(54	)
Cash dividends paid ($0.13 per share)																							(38	)							(38	)
Balance at March 31, 2024			285			$	30			$	1,003			$	(748	)		$	(51	)		$	5,544			$	9			$	5,787
Net income																							256				2				258
Foreign currency translation																			4												4
Shares issued - employee stock compensation plans:
Employee stock purchase plan											3																				3
Stock incentive plans											20																				20
Directors											1																				1
Cash dividends paid ($0.13 per share)																							(36	)							(36	)
Balance at June 30, 2024			285			$	30			$	1,027			$	(748	)		$	(47	)		$	5,764			$	11			$	6,037
Net income																							234				5				239
Foreign currency translation																			172												172
Shares issued - employee stock compensation plans:
Employee stock purchase plan			1				1				46																				47
Stock incentive plans											22																				22
Cash dividends paid ($0.13 per share)																							(37	)							(37	)
Balance at September 30, 2024			286			$	31			$	1,095			$	(748	)		$	125			$	5,961			$	16			$	6,480

See accompanying Notes to Condensed Consolidated Financial Statements.

BROWN & BROWN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

		Nine months ended September 30,
(in millions)		2025				2024
Cash flows from operating activities:
Net income before non-controlling interests		$	799			$	791
Adjustments to reconcile net income before non-controlling interests to net cash provided by operating activities:
Amortization			196				131
Depreciation			37				33
Non-cash stock-based compensation			76				77
Change in estimated acquisition earn-out payables			18				(9	)
Mark-to-market of escrow liability			8				—
Deferred income taxes			18				(11	)
Net loss/(gain) on sales/disposals of investments, businesses, fixed assets and customer accounts			2				(29	)
Payments on acquisition earn-outs in excess of original estimated payables			(1	)			(35	)
Other			5				3
Changes in operating assets and liabilities, net of effect from acquisitions and divestitures:
Commissions, fees and other receivables (increase) decrease			(59	)			(119	)
Reinsurance recoverable (increase) decrease			1,190				(1,911	)
Prepaid reinsurance premiums (increase) decrease			8				(77	)
Other assets (increase) decrease			(23	)			(81	)
Losses and loss adjustment reserve increase (decrease)			(1,188	)			1,913
Unearned premiums increase (decrease)			15				163
Accounts payable increase (decrease)			(95	)			(9	)
Accrued expenses and other liabilities increase (decrease)			(41	)			(17	)
Other liabilities increase (decrease)			41				—
Net cash provided by operating activities			1,006				813
Cash flows from investing activities:
Additions to fixed assets			(48	)			(62	)
Payments for businesses acquired, net of cash acquired			(7,659	)			(118	)
Proceeds from sales of businesses, fixed assets and customer accounts			10				60
Other investing activities			(4	)			1
Net cash used in investing activities			(7,701	)			(119	)
Cash flows from financing activities:
Fiduciary receivables and liabilities, net			(145	)			83
Payments on acquisition earn-outs			(77	)			(100	)
Proceeds from long-term debt			4,192				599
Payments on long-term debt			(206	)			(700	)
Deferred debt issuance costs			(37	)			(5	)
Borrowings on revolving credit facility			450				150
Payments on revolving credit facility			(500	)			(250	)
Proceeds from issuance of common stock, net of expenses			4,315				—
Issuances of common stock for employee stock benefit plans			43				44
Repurchase shares to fund tax withholdings for non-cash stock-based compensation			(42	)			(54	)
Cash dividends paid			(137	)			(111	)
Other financing activities			(5	)			3
Net cash provided by (used in) financing activities			7,851				(341	)
Effect of foreign exchange rate changes on cash and cash equivalents inclusive of fiduciary cash			66				45
Net increase in cash, cash equivalents and restricted cash inclusive of fiduciary cash			1,222				398
Cash, cash equivalents and restricted cash inclusive of fiduciary cash at beginning of period			2,502				2,303
Cash, cash equivalents and restricted cash inclusive of fiduciary cash at end of period		$	3,724			$	2,701

See accompanying Notes to Condensed Consolidated Financial Statements. Refer to Note 10 for the reconciliations of cash and cash equivalents inclusive of fiduciary cash.

NOTES TO CONDEN****SED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 Nature of Operations

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. Brown & Brown’s business is divided into two reportable segments. The Retail segment provides a broad range of risk management products and services to commercial, public and quasi-public entities, and to professional and individual customers. 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. The programs businesses, which act as managing general underwriters (“MGUs”), provide targeted products and services designated for specific industries, trade groups, governmental entities and market niches, which are delivered to the insured directly, to affinity groups, through wholesale brokers or through a global network of independent agents, including Brown & Brown retail agents. 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 wholesale brokerage businesses underwrite and place excess and surplus commercial and personal lines insurance, typically for specialized or hard-to-place types of risks, primarily through a global network of independent agents and brokers, including Brown & Brown retail agents. The specialty business offers solutions across affinity and administrative services, captives, reinsurance, travel/accident, warranty, and life & health.

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 respective entities are utilized for the purpose of managing SCICs, facilitating additional underwriting capacity, generating incremental revenues and/or participating in underwriting results. The 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 (“FEMA”) to which premiums and underwriting exposure are ceded, and excess flood policies which are fully reinsured in the private market.

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 aligned 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 Condensed Consolidated Financial Statements and these Notes 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 shareholders’ equity resulting from these changes. See Note 12 of these Notes to Condensed Consolidated Financial Statements for further information.

NOTE 2 Basis of Financial Reporting

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of recurring accruals) necessary for a fair presentation have been included. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the Notes thereto set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The preparation of these financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as disclosures of contingent assets and liabilities, at the date of the Condensed Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)" which requires disclosure of specific information about certain costs and expenses in the notes to the financial statements. This ASU is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15,

2027. Early adoption is permitted. The Company is currently evaluating these new disclosure requirements.

On December 14, 2023, the FASB issued 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. This ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating these new disclosure requirements.

Recently Adopted Accounting Standards

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 it has been applied retrospectively to the interim disclosures beginning January 1, 2025.

Income Taxes

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 for the three months ended September 30, 2025, 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.

NOTE 3 Revenues

The following tables present the revenues disaggregated by revenue source:

		Three months ended September 30, 2025
(in millions)		Retail				Specialty Distribution				Other (8)				Total
Base commissions (1)		$	623			$	450			$	—			$	1,073
Fees (2)			204				142				—				346
Other supplemental commissions (3)			32				4				—				36
Profit-sharing contingent commissions (4)			18				55				—				73
Earned premium (5)			—				22				—				22
Investment income (6)			5				8				42				55
Other income, net (7)			1				—				—				1
Total revenues		$	883			$	681			$	42			$	1,606

		Three months ended September 30, 2024
(in millions)		Retail				Specialty Distribution				Other (8)				Total
Base commissions (1)		$	444			$	378			$	—			$	822
Fees (2)			158				93				—				251
Other supplemental commissions (3)			29				3				—				32
Profit-sharing contingent commissions (4)			8				19				—				27
Earned premium (5)			—				23				—				23
Investment income (6)			2				8				21				31
Other income, net (7)			—				—				—				—
Total revenues		$	641			$	524			$	21			$	1,186

		Nine months ended September 30, 2025
(in millions)		Retail				Specialty Distribution				Other (8)				Total
Base commissions (1)		$	1,722			$	1,188			$	—			$	2,910
Fees (2)			554				326				(2	)			878
Other supplemental commissions (3)			160				17				—				177
Profit-sharing contingent commissions (4)			40				121				—				161
Earned premium (5)			—				57				—				57
Investment income (6)			9				20				79				108
Other income, net (7)			2				2				—				4
Total revenues		$	2,487			$	1,731			$	77			$	4,295

		Nine months ended September 30, 2024
(in millions)		Retail				Specialty Distribution				Other (8)				Total
Base commissions (1)		$	1,440			$	1,065			$	—			$	2,505
Fees (2)			469				248				(1	)			716
Other supplemental commissions (3)			148				14				—				162
Profit-sharing contingent commissions (4)			30				80				—				110
Earned premium (5)			—				52				—				52
Investment income (6)			3				21				47				71
Other income, net (7)			3				2				1				6
Total revenues		$	2,093			$	1,482			$	47			$	3,622

(1)

Base commissions generally represent a percentage of the premium paid by an insured and are affected by fluctuations in both premium rate levels charged by insurance companies and the insureds’ underlying “insurable exposure units,” which are units that insurance companies use to measure or express insurance exposed to risk (such as property values, or 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.

(2)

Fee revenues relate to fees for services other than securing coverage for our customers, including fees negotiated in lieu of commissions, and F&I products and services.

(3)

Other supplemental commissions include additional commissions over base commissions received from insurance carriers based on predetermined growth or production measures. This includes incentive commissions and guaranteed supplemental commissions.

(4)

Profit-sharing contingent commissions are based primarily on underwriting results, but may also reflect considerations for volume, growth and/or retention.

(5)

Earned premium relates to the premiums earned in the Captives.

(6)

Investment income consists primarily of interest on cash and investments.

(7)

Other income consists primarily of other miscellaneous income.

(8)

Fees within Other reflect the elimination of intercompany revenues.

The following table presents the revenues disaggregated by geographic area where our services are being performed:

		Three months ended September 30,								Nine months ended September 30,
(in millions)		2025				2024				2025				2024
U.S.		$	1,410			$	1,031			$	3,657			$	3,136
U.K.			148				133				452				408
Other			48				22				186				78
Total revenues		$	1,606			$	1,186			$	4,295			$	3,622

Contract Assets and Liabilities

The balances of contract assets and contract liabilities arising from contracts with customers as of September 30, 2025 and December 31, 2024 were as follows:

(in millions)		September 30, 2025				December 31, 2024
Contract assets		$	881			$	575
Contract liabilities		$	167			$	119

Unbilled receivables (contract assets) arise when the Company recognizes revenue for amounts which have not yet been billed in the Company's systems and are reflected in commissions, fees and other receivables in the Company's Condensed Consolidated Balance Sheets. Businesses acquired in the current year accounted for $219 million of the increase in contract assets over the balance as of December 31, 2024, with the remaining increase due to normal seasonality and growth in the business.

Deferred revenue (contract liabilities) relates to payments received in advance of performance under the contract before the transfer of a good or service to the customer. Deferred revenue is reflected within accrued expenses and other liabilities for those to be recognized in less than twelve months and in other liabilities for those to be recognized more than twelve months from the date presented in the Company's Condensed Consolidated Balance Sheets. Businesses acquired in the current year accounted for $50 million of the increase in contract liabilities over the balance as of December 31, 2024.

As of September 30, 2025, deferred revenue totaled $167 million and consisted of $124 million and $42 million classified as short term and long term, respectively. As of December 31, 2024, deferred revenue totaled $119 million and consisted of $80 million and $39 million classified as short term and long term, respectively.

During the nine months ended September 30, 2025 and 2024, the net amount of revenue recognized related to performance obligations satisfied in a previous period was $24 million and $17 million, consisting of additional variable consideration received on our incentive and profit-sharing contingent commissions.

Other Assets and Deferred Cost

Incremental cost to obtain - The Company defers certain costs to obtain customer contracts primarily as they relate to commission-based compensation plans in the Retail segment, in which the Company pays an incremental amount of compensation on new business. These incremental costs are deferred and amortized over a 15-year period. The cost to obtain balance within the other assets caption in the Company's Condensed Consolidated Balance Sheets was $137 million and $119 million as of September 30, 2025 and December 31, 2024, respectively. For the nine months ended September 30, 2025, the Company deferred $26 million of incremental cost to obtain customer contracts. The Company recorded expense of $8 million associated with the incremental cost to obtain customer contracts for the nine months ended September 30, 2025.

Cost to fulfill - The Company defers certain costs to fulfill contracts and recognizes these costs as the associated performance obligations are fulfilled. The cost to fulfill balance within the other current assets caption in the Company's Condensed Consolidated Balance Sheets was $193 million as of September 30, 2025, which is inclusive of deferrals from businesses acquired in the current year of $57 million. The cost to fulfill balance was $145 million as of December 31, 2024. For the nine months ended September 30, 2025, the Company had net expense of $13 million related to the release of previously deferred contract fulfillment costs associated with performance obligations that were satisfied in the period, net of current year deferrals for costs incurred that related to performance obligations yet to be fulfilled.

NOTE 4 Net Income Per Share

Basic net income per share is computed based on the weighted average number of common shares (including participating securities) issued and outstanding during the period. Diluted net income per share is computed based on the weighted average number of common shares issued and outstanding plus equivalent shares, assuming the issuance of all potentially issuable common shares. The dilutive effect of potentially issuable common shares is computed by application of the treasury stock method. As of September 30, 2025, approximately 4.5 million shares were excluded from the diluted net income per share calculation as they would be anti-dilutive. The following is a reconciliation between basic and diluted weighted average shares outstanding:

		Three months ended September 30,								Nine months ended September 30,
(in millions, except per share data)		2025				2024				2025				2024
Net income attributable to the Company		$	227			$	234			$	790			$	783
Net income attributable to unvested awarded performance stock			(2	)			(3	)			(8	)			(9	)
Net income attributable to common shares		$	225			$	231			$	782			$	774
Weighted average number of common shares outstanding – basic			334				286				305				285
Less unvested awarded performance stock included in weighted average number of common shares outstanding – basic			(3	)			(4	)			(3	)			(4	)
Weighted average number of common shares outstanding for basic net income per common share			331				282				302				281
Dilutive effect of potentially issuable common shares			1				2				2				2
Weighted average number of shares outstanding – diluted			332				284				304				283
Net income per share:
Basic		$	0.68			$	0.82			$	2.59			$	2.75
Diluted		$	0.68			$	0.81			$	2.57			$	2.73

NOTE 5 Business Combinations

During the nine months ended September 30, 2025, Brown & Brown acquired all of the stock of 13 insurance intermediaries, purchased assets and assumed certain liabilities of 16 insurance intermediaries, and purchased eight books of business (customer accounts) for a total of 37 acquisitions. Additionally, adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last twelve months as permitted by Accounting Standards Codification (“ASC”) Topic 805 — Business Combinations (“ASC 805”).

The recorded purchase price for all acquisitions includes an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in the fair value of earn-out obligations are recorded in the Condensed Consolidated Statements of Income when incurred. The fair value of earn-out obligations is based on the present value of the expected future payments to be made to the sellers of the acquired businesses in accordance with the provisions outlined in the respective purchase agreements.

Based on the acquisition date and the complexity of the underlying valuation work, certain amounts included in the Company’s Condensed Consolidated Financial Statements may be provisional and thus subject to further adjustments within the permitted measurement period, as defined in ASC 805. Management often uses independent third-party valuation specialists to assist in finalizing the fair value of assets acquired and liabilities assumed. Fair value adjustments, if any, are most common to the values established for amortizable intangible assets and earnout liabilities, with the offset to goodwill, net of any income tax effect. Provisional estimates were used to initially record the acquisitions of NBS Insurance Agency, Tim Parkman, Inc. and Accession, including for intangible assets, goodwill, customer contract related balances, tax related balances and other asset and liability accounts.

On August 1, 2025, the Company completed the acquisition of RSC, the holding company for Accession Risk Management Group, Inc., a North American insurance distribution platform is composed of specialty insurance and risk management companies, including Risk Strategies, a retail brokerage firm, and One80 Intermediaries, an insurance wholesaler and program manager. The acquisition was completed pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), by and among RSC, the Company, Encore Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”) and Kelso RSC (Investor), L.P., a Delaware limited partnership, solely in its capacity as the equityholder representative. The aggregate purchase price totaled $9,598 million and included consideration paid at closing of $8,293 million in cash and $612 million in shares of the Company’s common stock, par value $0.10 per share. The acquisition was funded using cash raised from our June 2025 follow-on common stock offering and senior notes issuance.

The Merger Agreement provided for escrowed consideration of $750 million in the form of $250 million of cash and $500 million in shares of the Company’s common stock. Both the cash and shares are held in an escrow account. Escrowed shares, which were issued at closing of the acquisition, totaled approximately 4.5 million shares. The number of shares was determined using an agreed upon share price of $110.57 and $500 million of consideration, as detailed in the Merger Agreement. The total number of shares will not increase in the future.

Once all claims related to certain indemnification matters described in the Merger Agreement are resolved, the remaining amount in the escrow account will be released to the equityholders. The amount of the cash balance will change over time based on payment of any indemnification obligations of the equityholders associated with the discontinued businesses, as well as dividends paid on the shares and interest income earned on the cash. The Company believes this escrow, plus other available funds, is sufficient to cover any potential costs associated with those specified matters subject to indemnification under the Merger Agreement.

The value of the shares and cash in the escrow account are presented within long-term liabilities (other liabilities), and the restricted cash is presented within other assets in the Company's Condensed Consolidated Balance Sheets. The value of the shares placed in escrow change as the share price of the Company increases or decreases as compared to the value at the start of the applicable reporting period. On August 1, 2025, the closing date of the Accession acquisition, each share was valued at $92.00 using our opening share price, for a total amount of $406 million. In accordance with ASC Topic 480 — Distinguishing Liabilities from Equity and ASC Topic 815 — Derivatives and Hedging, periodic share value changes will be recorded as a mark-to-market of the escrow liability in the Company's Condensed Consolidated Statements of Income. This mark-to-market adjustment is non-cash.

As of September 30, 2025, the total balance of the escrow liability was $676 million, with $414 million in escrowed shares and $263 million in cash. The fair value of the shares held in escrow were re-evaluated and measured at fair value on a recurring basis using unobservable inputs (Level 3) as defined in ASC 820 - Fair Value Measurement. The change in fair value of the shares during the three months ended September 30, 2025, was $8 million.

The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired through the nine months ended September 30, 2025 as of the date of each acquisition and adjustments made during the measurement period of the prior year acquisitions.

(in millions)		NBS Insurance Agency				Tim Parkman, Inc.				Accession Risk Management Group				Other (1)				Total
Business Segment		Specialty Distribution				Specialty Distribution				Retail & Specialty Distribution				Retail & Specialty Distribution
Effective date of acquisition		March 1, 2025				May 1, 2025				August 1, 2025				Various
Cash paid		$	54			$	69			$	8,293			$	98			$	8,514
Common stock issued			—				—				612				—				612
Other payable			—				6				693				—				699
Recorded earn-out payable			—				4				—				20				24
Total consideration			54				79				9,598				118				9,849
Maximum potential earn-out payable			—				23				—				25				48
Allocation of purchase price:
Cash and equivalents			(3	)			—				316				6				319
Fiduciary cash			14				—				516				6				536
Fiduciary receivables			(1	)			—				437				24				460
Other current assets			4				—				1,129				2				1,135
Goodwill			34				60				6,538				71				6,703
Purchased customer accounts and other intangibles (2)			16				19				3,236				36				3,307
Other assets			—				—				112				5				117
Total assets acquired			64				79				12,284				150				12,577
Fiduciary liabilities			(10	)			—				(957	)			(26	)			(993	)
Other current liabilities			—				—				(559	)			(5	)			(564	)
Deferred income tax, net			—				—				(114	)			1				(113	)
Other long-term liabilities			—				—				(1,056	)			(2	)			(1,058	)
Total liabilities assumed			(10	)			—				(2,686	)			(32	)			(2,728	)
Net assets acquired		$	54			$	79			$	9,598			$	118			$	9,849

(1)

The other column represents a summarization of current year acquisitions with total consideration of less than $50 million per acquisition and adjustments from prior year acquisitions that were made within the permitted measurement period.

(2)

The weighted average useful life of purchased customer accounts is 14 years.

For the nine months ended September 30, 2025, adjustments were made within the permitted measurement period, which increased total net assets acquired by $5 million and decreased goodwill by $4 million. These measurement-period adjustments have been reflected as current-period adjustments in the nine months ended September 30, 2025 in accordance with the guidance in ASC 805. The measurement-period adjustments had no effect on earnings or cash in the current period.

For the acquisitions completed during 2025, the results of operations since the acquisition dates have been combined with those of the

Company. The total revenues and income before income taxes from acquisitions completed through September 30, 2025, included in the Condensed Consolidated Statement of Income for the nine months ended September 30, 2025 were $318 million and $34 million, respectively.

If the Company's 2025 acquisitions had occurred as of the beginning of 2024, the estimated results of operations would be as shown in the following table. These unaudited pro forma results are not necessarily indicative of the actual results of operations that would have occurred had the acquisitions actually been made at the beginning of the respective periods.

(UNAUDITED)		For the three months ended September 30,							For the nine months ended September 30,
(in millions, except per share data)		2025				2024			2025				2024
Total revenues		$	1,750			$	1,636		$	5,316			$	4,972
Net income		$	246			$	253		$	859			$	841
Net income per share:
Basic		$	0.74			$	0.76		$	2.58			$	2.54
Diluted		$	0.73			$	0.76		$	2.57			$	2.52

Acquisition Earn-Out Payables

As of September 30, 2025 and 2024, the fair values of the estimated acquisition earn-out payables were re-evaluated and measured at fair value on a recurring basis using unobservable inputs (Level 3) as defined in ASC 820 - Fair Value Measurement. The resulting additions, payments, and net changes, as well as the interest expense accretion on the estimated acquisition earn-out payables were as follows:

		Three months ended September 30,								Nine months ended September 30,
(in millions)		2025				2024				2025				2024
Balance as of the beginning of the period		$	151			$	169			$	167			$	249
Additions to estimated acquisition earn-out payables			8				8				24				28
Assumed acquisition earn-out payables			439				—				439				—
Payments for estimated acquisition earn-out payables			(32	)			(38	)			(78	)			(135	)
Subtotal			566				139				552				142
Net change in earnings from estimated acquisition earn-out payables:
Change in fair value on estimated acquisition earn-out payables			10				(9	)			14				(15	)
Interest expense accretion			1				1				4				6
Net change in earnings from estimated acquisition earn-out payables			11				(8	)			18				(9	)
Foreign currency translation adjustments during the year			(2	)			6				5				4
Balance as of September 30,		$	575			$	137			$	575			$	137

Of the $575 million of estimated acquisition earn-out payables as of September 30, 2025, $262 million was recorded as accounts payable and $313 million was recorded as other non-current liabilities. Included within the additions to estimated acquisition earn-out payables are any adjustments to opening balance sheet items within the allowable measurement period, which may therefore differ from previously reported amounts. Certain acquisition agreements include provisions with no maximum potential earn-out amount. The amount recorded for these acquisitions as of September 30, 2025 was $431 million. The maximum future acquisition contingency payments totaled $353 million, excluding the uncapped earn-out payables, as of September 30, 2025.

NOTE 6 Goodwill

The changes in the carrying value of goodwill by reportable segment for the nine months ended September 30, 2025 are as follows:

(in millions)		Retail				Specialty Distribution				Total
Balance as of December 31, 2024		$	5,436			$	2,534			$	7,970
Goodwill of acquired businesses			4,206				2,501				6,707
Goodwill adjustments during measurement period (1)			(5	)			1				(4	)
Goodwill disposed of relating to sales of businesses			(5	)			—				(5	)
Foreign currency translation adjustments during the year			183				40				223
Balance as of September 30, 2025		$	9,815			$	5,076			$	14,891

(1)

Provisional estimates of fair value of acquired assets and liabilities are established at the time of each acquisition and are subsequently reviewed and finalized within the first year of operations subsequent to the acquisition date to determine the necessity for adjustments to goodwill.

NOTE 7 Amortizable Intangible Assets

Amortizable intangible assets consisted of the following:

		September 30, 2025												December 31, 2024
(in millions)		Gross carrying value				Accumulated amortization				Net carrying value				Gross carrying value				Accumulated amortization				Net carrying value
Purchased customer accounts and other		$	6,734			$	(1,869	)		$	4,865			$	3,557			$	(1,718	)		$	1,839
Foreign currency translation adjustments during the year			99				(12	)			87				(28	)			3				(25	)
Total		$	6,833			$	(1,881	)		$	4,952			$	3,529			$	(1,715	)		$	1,814

Amortization expense for intangible assets for the years ending December 31, 2025, 2026, 2027, 2028 and 2029 is estimated to be $261 million, $446 million, $427 million, $420 million, and $402 million, respectively.

NOTE 8 Long-Term Debt

Long-term debt consisted of the following:

(in millions)		September 30, 2025				December 31, 2024
Current portion of long-term debt:
Current portion of 5-year term loan facility expires 2026		$	25			$	25
Current portion of 3-year term loan facility expires 2025			—				150
Current portion of 5-year term loan facility expires 2027			50				50
Total current portion of long-term debt			75				225
Long-term debt:
Note agreements:
4.600% senior notes, semi-annual interest payments, balloon due 2026			400				—
4.700% senior notes, semi-annual interest payments, balloon due 2028			500				—
4.500% senior notes, semi-annual interest payments, balloon due 2029			350				350
4.900% senior notes, semi-annual interest payments, balloon due 2030			800				—
2.375% senior notes, semi-annual interest payments, balloon due 2031			700				700
4.200% senior notes, semi-annual interest payments, balloon due 2032			600				600
5.250% senior notes, semi-annual interest payments, balloon due 2032			500				—
5.650% senior notes, semi-annual interest payments, balloon due 2034			600				600
5.550% senior notes, semi-annual interest payments, balloon due 2035			1,000				—
4.950% senior notes, semi-annual interest payments, balloon due 2052			600				600
6.250% senior notes, semi-annual interest payments, balloon due 2055			1,000				—
Total notes			7,050				2,850
Credit agreements:
5-year term loan facility, periodic interest and principal payments, SOFR plus up to 1.750%, expires October 27, 2026			150				169
5-year revolving loan facility, periodic interest payments, SOFR plus up to 1.525%, plus commitment fees up to 0.225%, expires October 27, 2026			200				250
5-year term loan facility, periodic interest and principal payments, SOFR plus up to 1.750%, expires March 31, 2027			325				362
Total credit agreements			675				781
Unamortized portion of debt discounts related to note agreements (contra)			(19	)			(11	)
Debt issuance costs (contra)			(53	)			(21	)
Total long-term debt, less unamortized discount and debt issuance costs			7,653				3,599
Current portion of long-term debt			75				225
Total debt		$	7,728			$	3,824

Note agreements: On June 11, 2025, the Company entered into an Underwriting Agreement (the “Notes Underwriting Agreement”) with BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (collectively, the “Notes Underwriters”), with respect to the offer and sale by the Company of $400 million principal amount of its 4.600% Senior Notes due 2026 (the “2026 Notes”), $500 million principal amount of its 4.700% Senior Notes due 2028 (the “2028 Notes”), $800 million principal amount of its 4.900% Senior Notes due 2030 (the “2030 Notes”), $500 million principal amount of its 5.250% Senior Notes due 2032 (the “2032 Notes”), $1,000 million principal amount of its 5.550% Senior Notes due 2035 (the “2035 Notes”) and $1,000 million principal amount of its 6.250% Senior Notes due 2055 (the “2055 Notes” and, together with the 2026 Notes, the 2028 Notes, the 2030 Notes, the 2032 Notes, and the 2035 Notes, the “Notes”). The Notes Underwriting Agreement contains customary representations, warranties and covenants of the Company, conditions to closing, termination provisions and other terms and conditions customary in agreements of this type. The Notes Underwriting Agreement also contains customary indemnification and contribution rights and obligations of the Company and the Notes Underwriters. The Company used the net proceeds of the offering of the Notes, together with the proceeds from the offering of shares of common stock and cash on hand, to fund the cash consideration payable under the Merger Agreement, and to pay fees and expenses associated with the foregoing. As of September 30, 2025, the aggregate outstanding balance of these notes was $4,200 million exclusive of the associated discount balance.

The Company maintains notes from other issuances aggregating to a total outstanding debt balance of $2,850 million exclusive of the associated discount balance as of September 30, 2025 and December 31, 2024.

Credit agreements: On March 31, 2025, the Company repaid the outstanding balance on the 3-year term loan facility of $150 million.

The Company has credit agreements that include term loans and a Revolving Credit Facility of $800 million, all having similar terms and covenants. The outstanding balance on the term loans was $550 million and $756 million as of September 30, 2025 and December 31, 2024, respectively. There was an outstanding balance of $200 million on the Revolving Credit Facility as of September 30, 2025, and $250 million outstanding as of December 31, 2024.

The Company is required to maintain certain financial ratios and comply with certain other covenants. The Company was in compliance with all such covenants as of September 30, 2025 and December 31, 2024.

At September 30, 2025, the one month term SOFR Rate for the term loan due October 2026 and the term loan due March 2027 was 4.263%. The one month term SOFR Rate on the Revolving Credit Facility due October 2026 was 4.280% as of September 30, 2025. These SOFR rates are inclusive of a 0.100% credit-spread adjustment per the terms of the relevant agreements.

Fair value information about financial instruments not measured at fair value

The following table presents liabilities that are not measured at fair value on a recurring basis:

		September 30, 2025								December 31, 2024
(in millions)		Carrying Value				Fair Value				Carrying Value				Fair Value
Liabilities:
Current portion of long-term debt		$	—			$	—			$	—			$	—
Long-term debt		$	7,031			$	7,022			$	2,839			$	2,602

The carrying value of the Company's borrowings under various credit agreements approximates its fair value due to the variable interest rate based upon adjusted SOFR. The fair values above, which exclude accrued interest, are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or ability to dispose of the financial instruments. The fair values of our respective senior notes are considered Level 2 financial instruments, as their values are measured by using observable inputs, other than quoted prices in active markets.

NOTE 9 Leases

Substantially all of the Company's operating lease right-of-use assets and operating lease liabilities represent real estate leases for office space used to conduct the Company's business that expire on various dates through 2041. Leases generally contain renewal options and escalation clauses based upon increases in the lessors’ operating expenses and other charges. The Company anticipates that most of these leases will be renewed or replaced upon expiration, although not necessarily for the same amount of space.

The balances and classification of operating lease right-of-use assets and operating lease liabilities within the Condensed Consolidated Balance Sheets is as follows:

(in millions)			September 30, 2025				December 31, 2024
Assets:
Operating lease right-of-use assets	Operating lease assets		$	269			$	200
Total assets				269				200
Liabilities:
Current operating lease liabilities	Accrued expenses and other liabilities			62				47
Non-current operating lease liabilities	Operating lease liabilities			243				189
Total liabilities			$	305			$	236

The components of lease cost for operating leases were as follows:

	Three months ended September 30,								Nine months ended September 30,
(in millions)	2025				2024				2025				2024
Operating leases:
Lease cost	$	18			$	16			$	48			$	44
Variable lease cost		1				2				4				4
Short-term lease cost		—				—				1				—
Operating lease cost		19				18				53				48
Sublease income		—				—				(1	)			(1	)
Total lease cost net	$	19			$	18			$	52			$	47

The weighted average remaining lease term and the weighted average discount rate for operating leases as of September 30, 2025 were:

Weighted average remaining lease term in years			5.97
Weighted average discount rate			4.05	%

Maturities of the operating lease liabilities by fiscal year at September 30, 2025 for the Company's operating leases are as follows:

(in millions)		Operating leases
2025 (Remainder)		$	15
2026			76
2027			63
2028			51
2029			40
Thereafter			94
Total undiscounted lease payments			339
Less: imputed interest			34
Present value of lease payments		$	305

Supplemental cash flow information for operating leases is as follows:

	Three months ended September 30,								Nine months ended September 30,
(in millions)	2025				2024				2025				2024
Cash paid for amounts included in measurement of liabilities
Operating cash flows from operating leases	$	19			$	16			$	53			$	45
Right-of-use assets obtained in exchange for new operating liabilities	$	15			$	11			$	30			$	35

NOTE 10 Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities

During the nine months ended September 30, 2025, the Company had an impact of $66 million from foreign exchange rate changes on cash, cash equivalents and restricted cash inclusive of fiduciary cash reported on its Condensed Consolidated Statements of Cash Flows due to the change in currency exchange rates.

Cash paid during the period for interest and income taxes are summarized as follows:

		Nine months ended September 30,
(in millions)		2025				2024
Cash paid during the period for:
Interest		$	144			$	162
Income taxes, net of refunds		$	319			$	289

During 2024, the Company accrued for and deferred approximately $90 million related to certain federal income tax payments due to Hurricanes Debby and Milton tax relief. These deferrals of income tax payments were paid by the deadline of May 1, 2025.

During the nine months ended September 30, 2024, the Company paid $91 million related to certain federal income tax payments that were deferred from 2023 due to Hurricane Idalia tax relief and paid approximately $30 million of tax payments associated with the gain on disposal of certain third-party claims administration and adjusting services businesses sold in the fourth quarter of 2023.

Significant non-cash investing and financing activities are summarized as follows:

		Nine months ended September 30,
(in millions)		2025				2024
Other payables issued for agency acquisitions and purchased customer accounts		$	699			$	14
Estimated acquisition earn-out payables issued for agency acquisitions		$	24			$	28
Assumed acquisition earn-out payables		$	439			$	—
Common stock issued for agency acquisition		$	612			$	—

The Company's restricted cash balances relate to amounts held in escrow in accordance with the Merger Agreement. Once all claims related to certain indemnification matters described in the Merger Agreement are resolved, the remaining cash in the escrow account will be released to the equityholders. Restricted cash is presented within other assets in the Company's Condensed Consolidated Balance Sheets.

		Balance as of September 30,
(in millions)		2025				2024
Table to reconcile cash, cash equivalents and restricted cash inclusive of fiduciary cash
Cash and cash equivalents		$	1,190			$	957
Fiduciary cash			2,271				1,744
Restricted cash			263				—
Total cash, cash equivalents and restricted cash inclusive of fiduciary cash at the end of the period		$	3,724			$	2,701

NOTE 11 Legal and Regulatory Proceedings

The Company is involved in numerous pending or threatened proceedings by or against Brown & Brown, Inc. or one or more of its subsidiaries that arise in the ordinary course of business. The damages that may be claimed against the Company in these various proceedings are in some cases substantial, including in certain instances claims for punitive or extraordinary damages. Some of these claims and lawsuits have been resolved; others are in the process of being resolved and others are still in the investigation or discovery phase. The Company will continue to respond appropriately to these claims and lawsuits and vigorously protect its interests.

The Company continues to assess certain litigation and claims to determine the amounts, if any, that management believes will be paid as a result of such claims and litigation and, therefore, additional losses may be accrued and paid in the future, which could adversely impact the Company’s operating results, cash flows and overall liquidity. The Company maintains third-party insurance policies to provide coverage for certain legal claims, in an effort to mitigate its overall exposure to unanticipated claims or adverse decisions. However, as (i) one or more of the Company’s insurance carriers could take the position that portions of these claims are not covered by the Company’s insurance, (ii) to the extent that payments are made to resolve claims and lawsuits, applicable insurance policy limits are eroded and (iii) the claims and lawsuits relating to these matters are continuing to develop, it is possible that future results of operations or cash flows for any particular quarterly or annual period could be materially affected by unfavorable resolutions of these matters. Based upon the AM Best Company ratings of these third-party insurers and other factors, management does not believe there is a substantial risk of an insurer’s material non-performance related to any current insured claims.

On the basis of current information, the availability of insurance and legal advice, in management’s opinion, the Company is not currently involved in any legal proceedings which, individually or in the aggregate, would have a material adverse effect on its financial condition, operations and/or cash flows.

NOTE 12 Segment Information

In conjunction with the acquisition of Accession in the third quarter of 2025, the Company aligned 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. As a result, beginning in the third quarter of 2025, the Company reports its financial results in the following two reportable segments: (i) the Retail segment, which provides a broad range of insurance products and services to commercial, public and quasi-public entities, and to professional and individual customers, and non-insurance risk-mitigating products through our F&I businesses; and (ii) the Specialty Distributions segment, which consists of our programs, wholesale brokerage and specialty businesses. Our programs businesses which act as MGUs, provide targeted products and services designated for specific industries, trade groups, governmental entities and market niches, which are delivered to the insured directly, to affinity groups, through wholesale brokers or through a global network of independent agents, including Brown & Brown retail agents. Our wholesale brokerage businesses underwrite and place excess and surplus commercial and personal lines insurance, typically for specialized or hard-to-place types of risks, primarily through a global network of independent agents and brokers, including Brown & Brown retail agents. Our specialty business offers solutions across affinity and administrative services, captives, reinsurance, travel/accident, warranty, and life & health.

The balances presented for periods prior to September 30, 2025 have been recast to align with the two-segment structure.

Brown & Brown conducts most of its operations within the U.S., International retail operations include businesses based in Bermuda, Canada, Cayman Islands, the Netherlands, Republic of Ireland and the United Kingdom; specialty distribution operations are in Belgium, Canada, France, Germany, Hong Kong, Italy, Malaysia, the Netherlands, Singapore, United Arab Emirates and the United Kingdom. These international operations earned $196 million and $155 million of total revenues for the three months ended September 30, 2025 and 2024, respectively. These international operations earned $638 million and $486 million of total revenues for the nine months ended September 30, 2025 and 2024, respectively.

The Company's chief operating decision maker ("CODM"), the president and chief executive officer, regularly receives segment information on total revenue, organic revenue growth, income before income taxes and earnings before interest, income taxes, depreciation, amortization and change in estimated acquisition earn-out payables ("EBITDAC"). The metrics are used to review operating trends, to perform analytical comparisons between periods and to monitor budget to actual variances. The Company's CODM does not use segment assets to make resource allocation decisions; and therefore, segment assets have not been presented.

Summarized financial information concerning the Company’s reportable segments is shown in the following tables.

		Three months ended September 30, 2025
(in millions)		Retail				Specialty Distribution				Total
Total segment revenues		$	883			$	681			$	1,564
Reconciliation of revenues
Other (1)											42
Total consolidated revenues										$	1,606
Less: (2)
Employee compensation and benefits			493				252
Other operating expenses			153				132
(Gain)/loss on disposal			—				—
Depreciation and amortization			74				32
Interest expense			(11	)			9
Change in estimated acquisition earn-out payables			10				1
Segment Income before income taxes		$	164			$	255			$	419
Reconciliation of income before income taxes
Other (1)											(108	)
Consolidated Income before income taxes										$	311

		Three months ended September 30, 2024
(in millions)		Retail				Specialty Distribution				Total
Total segment revenues		$	641			$	524			$	1,165
Reconciliation of revenues
Other (1)											21
Total consolidated revenues										$	1,186
Less: (2)
Employee compensation and benefits			364				193
Other operating expenses			107				95
(Gain)/loss on disposal			(1	)			—
Depreciation and amortization			35				21
Interest expense			18				10
Change in estimated acquisition earn-out payables			(2	)			(5	)
Segment Income before income taxes		$	120			$	210			$	330
Reconciliation of income before income taxes
Other (1)											(13	)
Consolidated Income before income taxes										$	317

(1) "Other" includes any income and expenses not allocated to reportable segments and corporate-related items.

(2) Significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

		Nine months ended September 30, 2025
(in millions)		Retail				Specialty Distribution				Total
Total segment revenues		$	2,487			$	1,731			$	4,218
Reconciliation of revenues
Other (1)											77
Total consolidated revenues										$	4,295
Less: (2)
Employee compensation and benefits			1,326				653
Other operating expenses			395				321
(Gain)/loss on disposal			1				—
Depreciation and amortization			158				71
Interest expense			19				27
Change in estimated acquisition earn-out payables			13				5
Segment Income before income taxes		$	575			$	654			$	1,229
Reconciliation of income before income taxes
Other (1)											(179	)
Consolidated Income before income taxes										$	1,050

		Nine months ended September 30, 2024
(in millions)		Retail				Specialty Distribution				Total
Total segment revenues		$	2,093			$	1,482			$	3,575
Reconciliation of revenues
Other (1)											47
Total consolidated revenues										$	3,622
Less: (2)
Employee compensation and benefits			1,118				570
Other operating expenses			334				272
(Gain)/loss on disposal			(2	)			(28	)
Depreciation and amortization			101				59
Interest expense			56				32
Change in estimated acquisition earn-out payables			(2	)			(7	)
Segment Income before income taxes		$	488			$	584			$	1,072
Reconciliation of income before income taxes
Other (1)											(44	)
Consolidated Income before income taxes										$	1,028

(1) "Other" includes any income and expenses not allocated to reportable segments and corporate-related items.

(2) Significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

NOTE 13 Insurance Company Subsidiary Operations

The Company operates a write-your-own flood insurance carrier, Wright National Flood Insurance Company. WNFIC’s underwriting business consists of policies written pursuant to the NFIP, the program administered by FEMA to which premiums and underwriting exposure are ceded, and excess flood policies, which are fully reinsured in the private market. Congressional authorization for the NFIP is periodically evaluated and may be subject to potential government shutdowns. The Company sells excess flood policies, which are 100% ceded to a highly rated reinsurance carrier.

The Company operates and/or participates 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 respective entities are utilized for the purpose of managing SCICs, facilitating additional underwriting capacity, generating incremental revenues and/or participating in underwriting results. The Company acquired the SCICs through our acquisition of Accession. We consolidated the SCICs after determining they qualify as Variable Interest Entities (VIEs), and the Company is the primary beneficiary. The SCICs are required to follow the regulatory requirements of their respective domiciliary governments; and, the Company has no other restrictions over the use of the assets or liabilities of the SCICs.

The Company purchases reinsurance from other insurance companies to limit total exposure. In addition, the Company cedes insurance risk to other insurance companies and the U.S. government as permitted by the NFIP. The Company’s SCICs are created for clients to insure their risks and manage the costs of their insurance programs. In these arrangements, the Company acts as a fronting insurer and enters into reinsurance treaties, under which the Company has ceded all of the liabilities to client-owned captive cells through cross collateralization between the cells. The premiums and underwriting exposure related to the Company’s SCIC insurance operations are fully ceded to the client-owned captive cells such that the Company’s SCIC operations have no underwriting risk on a net written basis.

The quota share captive participates in risk sharing on policies placed by certain of our MGU businesses that currently underwrite property insurance for earthquake and wind exposed properties. A portion of written premiums are ceded to reinsurance companies, limiting, but not fully eliminating the Company's exposure to underwriting losses.

The excess of loss layer captive participates in risk sharing on policies placed by one of our MGU businesses that underwrites risks associated with personal property, excluding flood, primarily in the southeastern United States with one layer of per risk excess reinsurance and three layers of catastrophe per occurrence reinsurance. All four layers have limited reinstatements; and therefore, the layers have capped, maximum aggregate limits.

The effects of reinsurance on premiums written and earned are as follows:

		Nine months ended September 30, 2025
(in millions)		Written				Earned
WNFIC:
Direct		$	838			$	773
Ceded			(838	)			(773	)
Net premiums - WNFIC			—				—
Captives:
Direct			159				326
Assumed			133				106
Ceded			(217	)			(375	)
Net premiums - Captives			75				57
Net premiums - Total		$	75			$	57

WNFIC

All premiums written by the Company under NFIP are 100% ceded to FEMA, for which WNFIC received a 29.1% gross expense allowance from January 1, 2025 through September 30, 2025. For the same period, the Company ceded $835 million of written premiums to FEMA for NFIP policies and $3 million to highly rated carriers for excess flood policies.

As of September 30, 2025, the Condensed Consolidated Balance Sheets contained reinsurance recoverable of $247 million and prepaid reinsurance premiums of $584 million, which are related to the WNFIC business. For flood policies, there was no change in the balance in the reserve for losses and loss adjustment expense net of reinsurance recoverable during the period January 1, 2025 through September 30, 2025, as the Company's direct premiums written were 100% ceded to two reinsurers. The gross balance of the reserve for losses and loss adjustment expense for the WNFIC, excluding related reinsurance recoverable, as of September 30, 2025 was $247 million. These balances primarily relate to hurricane claims activity in 2024.

WNFIC maintains capital in excess of the minimum statutory amount of $8 million as required by regulatory authorities. The statutory capital and surplus of WNFIC was $37 million at September 30, 2025 and $44 million as of December 31, 2024. For the period from January 1, 2025 through September 30, 2025, WNFIC generated minimal statutory net loss. For the period from January 1, 2024 through December 31,

2024, WNFIC generated statutory net income of $9 million. The maximum amount of ordinary dividends that WNFIC can pay during a rolling twelve-month period is limited to the greater of 10% of statutory adjusted capital and surplus or 100% of adjusted net income. On June 27, 2025, WNFIC paid an ordinary dividend of $9 million. The dividend was declared and approved by the WNFIC Board of Directors on May 30, 2025. The maximum dividend payout that may be made in 2025 without prior approval is $9 million.

Captives

In December 2021, the initial funding to capitalize the quota share captive was $6 million. This capital in addition to earnings of $26 million through September 30, 2025 is considered at risk for loss.

The excess of loss layer captive was renewed in June 2025 with underlying reinsurance treaties effective from June 1, 2025 through May 31, 2026. This captive’s maximum aggregate annual underwriting exposure is $2 million per occurrence, up to $4 million.

As of September 30, 2025, the Condensed Consolidated Balance Sheet contained the following balances related to the Captives: deferred acquisition costs of $17 million, prepaid reinsurance premiums of $206 million, reinsurance recoverable of $356 million, reinsurance payable of $215 million, the reserve for losses and loss adjustment expense, excluding related reinsurance recoverable, of $373 million and unearned premiums of $303.

NOTE 14 Shareholders’ Equity

Under the authorization 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 $100 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 Securities Exchange Act of 1934.

The Company has outstanding approval to purchase up to approximately $249 million, in the aggregate, of the Company's outstanding common stock.

During the first quarter, the Company paid a dividend of $0.15 per share, which was approved by the Board of Directors on January 22, 2025 and paid on February 12, 2025 for a total of $43 million. During the second quarter, the Company paid a dividend of $0.15 per share, which was approved by the Board of Directors on April 28, 2025 and paid on May 21, 2025 for a total of $43 million. During the third quarter, the Company paid a dividend of $0.15 per share, which was approved by the Board of Directors on July 23, 2025 and paid on August 20, 2025 for a total of $50 million.

On June 10, 2025, the Company entered into an Underwriting Agreement (the “Common Stock Underwriting Agreement”) with J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the several underwriters named therein (collectively, the “Common Stock Underwriters”), with respect to the offer and sale by the Company of 43,137,254 shares of the Company’s common stock, par value $0.10 (the “Common Stock”) at a per share offering price of $102.00 for an aggregate purchase price for net proceeds of $4,315 million after underwriting discounts and fees and expenses. The Company closed the offering of the shares of Common Stock on June 12, 2025. The Company used the net proceeds of the offerings of the shares of Common Stock and the Notes, together with cash on hand, to fund the cash consideration payable under the Merger Agreement and to pay fees and expenses associated with the foregoing.

As part of the consideration for the Accession acquisition, the Company issued approximately $1,045 million of its common stock (par value $0.10 per share) to the selling shareholders (the “Common Stock Consideration”), based on the market value of the shares at closing. The number of shares issued was calculated using the Company’s closing stock price of $110.57 per share on June 6, 2025.

On October 22, 2025, the Board of Directors approved a quarterly cash dividend of $0.165 per share to be paid on November 12, 2025.

On October 22, 2025, subsequent to the end of the quarter, our Board of Directors approved an additional $1,251 million increase to our existing share repurchase authorization. This action brings our total remaining repurchase capacity to approximately $1,500 million of the Company's outstanding common stock.