Brown & Brown CEO shares withheld for 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.
Positive
- None.
Negative
- None.
Insider Trade Summary
Exercise Price or Tax Liability: 44,737 shares
Exercise Price or Tax Liability
7 txns
Insider
BROWN J POWELL
Role
President and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise Price or Tax Liability | Common Stock, $.10 par value | 44,737 | $69.59 | $3.11M |
| holding | Common Stock, $.10 par value (2019 SIP) | -- | -- | -- |
| holding | Common Stock, $.10 par value (2010 SIP) | -- | -- | -- |
| holding | Common Stock, $.10 par value (PSP) | -- | -- | -- |
| holding | Common Stock, $.10 par value | -- | -- | -- |
| holding | Common Stock, $.10 par value | -- | -- | -- |
| holding | Common Stock, $.10 par value | -- | -- | -- |
Holdings After Transaction:
Common Stock, $.10 par value — 2,881.434 shares (Direct);
Common Stock, $.10 par value (2019 SIP) — 108,163 shares (Direct);
Common Stock, $.10 par value (2010 SIP) — 299,264 shares (Direct);
Common Stock, $.10 par value (PSP) — 32,000 shares (Direct);
Common Stock, $.10 par value — 1,827,556 shares (Indirect, Charitable Lead Annuity Trust);
Common Stock, $.10 par value — 43,849 shares (Indirect, 401k);
Common Stock, $.10 par value — 32,241 shares (Indirect, Children)
Footnotes (8)
- F1. 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").
- F2. 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.
- F3. 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.
- F4. 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.
- F5. 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.
- F6. 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.
- F7. 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.
- F8. 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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
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.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
