Brown & Brown (NYSE: BRO) CEO has shares withheld to cover taxes

Rhea-AI Filing Summary

BROWN & BROWN, INC. President and CEO J. Powell Brown reported that 44,737 shares of common stock were withheld by the company at $69.59 per share to satisfy income tax withholding related to the vesting of 113,684 shares under the 2019 Stock Incentive Plan.

After this tax-withholding disposition, he directly holds 2,881.434 common shares, along with unvested awards of 108,163 shares under the 2019 plan, 299,264 shares under the 2010 plan, and 32,000 shares under the Performance Stock Plan. Indirect holdings include 1,827,556 shares in a charitable lead annuity trust and 43,849 shares in a 401(k) account, plus shares held by children for which beneficial ownership is disclaimed.

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

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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^*

BROWN J POWELL

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		44,737(1)	D	$69.59	2,881.434(2)	D
Common Stock, $.10 par value (2019 SIP)								108,163(3)	D
Common Stock, $.10 par value (2010 SIP)								299,264(4)	D
Common Stock, $.10 par value (PSP)								32,000(5)	D
Common Stock, $.10 par value								1,827,556(6)	I	Charitable Lead Annuity Trust
Common Stock, $.10 par value								43,849(7)	I	401k
Common Stock, $.10 par value								32,241	I	Children(8)

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 113,684 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 reinvesment.

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.

4. These securities were granted pursuant to the Company's 2010 Stock Incentive Plan ("2010 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.

5. These securities were granted pursuant to the Company's Performance Stock Plan ("PSP"). Based on the satisfaction of conditions established pursuant to the PSP, the Reporting Person has voting rights and dividend entitlement with respect to these shares based on the satisfaction of certain performance-based criteria, but full ownership will not vest until the satisfaction of additional conditions.

6. These shares are held by the James Hyatt Brown Nongrantor Charitable Lead Annuity Trust, of which the Reporting Person is a trustee and a remainder beneficiary.

7. Based upon the information supplied by the plan record keeper as of December 31, 2025. Number of shares varies periodically based on contributions to the plan.

8. Reporting person disclaims beneficial ownership of securities owned by children who share the Reporting person's household. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose.

	/s/ Anthony M. Robinson, for J. Powell Brown, 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).
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FAQ

What insider transaction did BRO CEO J. Powell Brown report on this Form 4?

J. Powell Brown reported a tax-withholding share disposition. The company withheld 44,737 common shares at $69.59 per share to cover income tax obligations arising from the vesting of 113,684 shares granted under Brown & Brown’s 2019 Stock Incentive Plan.

Was the BRO CEO’s Form 4 transaction an open-market stock sale?

No, the filing reflects tax withholding, not an open-market sale. Shares were withheld by Brown & Brown solely to satisfy income tax withholding tied to vesting equity awards, consistent with transaction code F, rather than discretionary selling of shares into the market.

How many Brown & Brown shares does the CEO directly hold after this Form 4?

After the transaction, the CEO directly holds 2,881.434 common shares. In addition, he has unvested equity awards of 108,163 shares under the 2019 Stock Incentive Plan, 299,264 shares under the 2010 plan, and 32,000 shares under the Performance Stock Plan.

What indirect Brown & Brown (BRO) share holdings are reported for the CEO?

Indirect holdings include shares in a trust, 401(k), and children’s accounts. These comprise 1,827,556 shares in a charitable lead annuity trust, 43,849 shares in a 401(k), and additional shares held by children, for which beneficial ownership is expressly disclaimed.

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

The 2019 Stock Incentive Plan is the source of the vested shares. The tax-withholding disposition relates to 113,684 shares that vested under this plan. The CEO retains voting and dividend rights on related awards, but full ownership depends on satisfying service-based vesting conditions.

How are unvested performance and service-based shares described in this Brown & Brown filing?

Unvested awards grant voting and dividend rights but not full ownership. Shares under the 2019 and 2010 stock incentive plans require continued service, while Performance Stock Plan shares depend on performance criteria and additional conditions before full ownership is achieved.