Brown & Brown (NYSE: BRO) EVP sees 8,440 shares withheld for taxes

Rhea-AI Filing Summary

BROWN & BROWN, INC. Executive Vice President Barrett P. Brown reported a tax-related share disposition. On the vesting of 18,946 shares under the company’s 2019 Stock Incentive Plan, 8,440 common shares were withheld by the company solely to cover income tax withholding, at a price of $69.59 per share. After this tax-withholding disposition, Brown directly owned 1,361,925 common shares. Additional indirect holdings include shares in a charitable lead annuity trust, a 401(k) plan, and shares attributed to children, with beneficial ownership of the children’s shares expressly 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 P Barrett

(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)
	Executive Vice President

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		8,440(1)	D	$69.59	1,361,925(2)	D
Common Stock, $.10 par value (2019 SIP)								47,533(3)	D
Common Stock, $.10 par value								1,827,556(4)	I	Charitable Lead Annuity Trust
Common Stock, $.10 par value								11,159(5)	I	401k
Common Stock, $.10 par value								2,324	I	Children(6)

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 18,946 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 2024. 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.

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

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

6. 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 P. Barrett 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.
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FAQ

What insider transaction did BRO executive Barrett P. Brown report?

Barrett P. Brown reported a tax-withholding disposition of shares. The company withheld 8,440 Brown & Brown common shares to satisfy income tax obligations tied to vesting equity, rather than an open-market sale, reflecting routine administration of his 2019 Stock Incentive Plan award.

How many Brown & Brown (BRO) shares were withheld for taxes?

The company withheld 8,440 Brown & Brown common shares. These shares were taken to cover income tax withholding arising from the vesting of 18,946 shares granted under the 2019 Stock Incentive Plan, using a reference price of $69.59 per share on the transaction date.

Did Barrett P. Brown sell Brown & Brown (BRO) shares on the open market?

The filing shows a tax-withholding disposition, not an open-market sale. Shares were withheld by the company solely to satisfy income tax obligations on vesting stock awards, a common administrative process when equity compensation vests and associated tax liabilities become due.

What are Barrett P. Brown’s direct Brown & Brown (BRO) share holdings after the transaction?

Following the tax-withholding transaction, Barrett P. Brown directly held 1,361,925 Brown & Brown common shares. This figure reflects his remaining direct ownership after 8,440 shares were withheld by the company to cover income tax requirements on vested stock under the 2019 Stock Incentive Plan.

What indirect Brown & Brown (BRO) holdings are linked to Barrett P. Brown?

Indirect holdings include shares in a charitable lead annuity trust where he is trustee and remainder beneficiary, a 401(k) plan account, and shares attributed to his children. The filing states he disclaims beneficial ownership of the children’s shares for Section 16 and other purposes.

What plan governed the vested shares in Barrett P. Brown’s BRO Form 4?

The vested shares came from Brown & Brown’s 2019 Stock Incentive Plan. The filing notes 18,946 shares vested under this plan, triggering income tax obligations that were satisfied by withholding 8,440 shares, while the remaining vested shares continue as part of his equity-based compensation holdings.