Brown & Brown (NYSE: BRO) CFO logs tax share withholding on vesting

Rhea-AI Filing Summary

BROWN & BROWN, INC. Executive Vice President, CFO and Treasurer Andrew R. Watts reported a tax-withholding disposition of 11,646 shares of common stock at $69.59 per share on February 23, 2026. The shares were withheld by the company solely to cover income tax on the vesting of 32,209 shares under the 2019 Stock Incentive Plan.

After these transactions, Watts directly holds 118,960 shares of common stock and 58,150 shares granted under the 2019 Stock Incentive Plan, which carry voting and dividend rights but remain subject to service-based vesting conditions. He also has indirect ownership of 3,198 shares held by the Watts Family Trust.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Watts R. Andrew

Role EVP, CFO and Treasurer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, $.10 par value	11,646	$69.59	$810K
holding	Common Stock, $.10 par value (2019 SIP)	--	--	--
holding	Common Stock, $.10 par value	--	--	--

Holdings After Transaction: Common Stock, $.10 par value — 118,960 shares (Direct); Common Stock, $.10 par value (2019 SIP) — 58,150 shares (Direct); Common Stock, $.10 par value — 3,198 shares (Indirect, By Watts Family Trust)

Footnotes (1)

1. Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 32,209 shares of stock under the Company's 2019 Stock Incentive Plan ("2019 SIP"). A total of 248 of these shares were acquired through the Company's Teammate Stock Purchase Plan in July 2025. Number of shares may vary due to dividend reinvestment. These securities were granted pursuant to the 2019 SIP. The Reporting Person has voting rights and dividend entitlement with respect to these shares, but full ownership will not vest until the satisfaction of service-based conditions.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Watts R. Andrew

(Last) (First) (Middle)

300 N. BEACH STREET

(Street)

DAYTONA BEACH FL 32114

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BROWN & BROWN, INC. [ BRO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CFO and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $.10 par value	02/23/2026		F		11,646(1)	D	$69.59	118,960(2)	D
Common Stock, $.10 par value (2019 SIP)								58,150(3)	D
Common Stock, $.10 par value								3,198	I	By Watts Family Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 32,209 shares of stock under the Company's 2019 Stock Incentive Plan ("2019 SIP").

2. A total of 248 of these shares were acquired through the Company's Teammate Stock Purchase Plan in July 2025. Number of shares may vary due to dividend reinvestment.

3. These securities were granted pursuant to the 2019 SIP. The Reporting Person has voting rights and dividend entitlement with respect to these shares, but full ownership will not vest until the satisfaction of service-based conditions.

	/s/ Anthony M. Robinson, for R. Andrew Watts, per Power of Attorney	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did BRO executive Andrew R. Watts report on this Form 4?

Andrew R. Watts reported a tax-withholding disposition of 11,646 Brown & Brown shares. The company withheld these shares to cover income taxes triggered by the vesting of 32,209 shares under the 2019 Stock Incentive Plan, rather than through an open-market sale.

Was Andrew R. Watts’ Form 4 transaction in BRO stock an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Brown & Brown withheld 11,646 shares at $69.59 per share solely to satisfy income tax requirements related to the vesting of stock under the 2019 Stock Incentive Plan.

How many BROWN & BROWN (BRO) shares does Andrew R. Watts hold after this filing?

After the reported transactions, Andrew R. Watts directly holds 118,960 shares of Brown & Brown common stock. He also has 58,150 shares granted under the 2019 Stock Incentive Plan and 3,198 shares held indirectly through the Watts Family Trust, reflecting his overall reported ownership.

What is the significance of the 2019 Stock Incentive Plan in this BRO Form 4?

The 2019 Stock Incentive Plan is central to this filing because 32,209 shares vested under it, triggering tax withholding. Brown & Brown withheld 11,646 shares to cover the tax, and 58,150 plan-related shares remain subject to service-based vesting conditions, though they carry voting and dividend rights.

At what price were the BRO shares withheld in Andrew R. Watts’ tax transaction?

The shares were withheld at a price of $69.59 per Brown & Brown share. This price applies to the 11,646 shares used to satisfy income tax withholding requirements associated with the vesting of stock granted to Andrew R. Watts under the company’s 2019 Stock Incentive Plan.

How are shares held by the Watts Family Trust reported in this BRO Form 4?

Shares held by the Watts Family Trust are reported as indirect ownership for Andrew R. Watts. The filing lists 3,198 Brown & Brown common shares as indirectly owned through the Watts Family Trust, distinguishing them from his directly held and stock-incentive-plan-related positions.