Tax withholding of shares by Brown & Brown (BRO) EVP Penny Jerome Scott

Rhea-AI Filing Summary

BROWN & BROWN, INC. executive Penny Jerome Scott reported a tax-related share disposition tied to vesting of stock awards. On 2026-02-23, the company withheld 7,058 shares of common stock at $69.59 per share solely to cover income tax withholding on 18,946 vested shares under the 2019 Stock Incentive Plan.

After this withholding, Scott directly owned 272,674 common shares, plus 46,480 unvested shares granted under the 2019 plan where she has voting rights and dividend entitlement subject to service-based vesting conditions. She also jointly owned 357,056 shares with her spouse, held 19,947 shares through a 401(k) plan as of December 31, 2025, and 192 shares were attributed to children, for which she disclaimed beneficial ownership.

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^*

PENNY JEROME SCOTT

(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 Chief Acquisitions Officer

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		7,058(1)	D	$69.59	272,674(2)	D
Common Stock, $.10 par value (2019 SIP)								46,480(3)	D
Common Stock, $.10 par value (Jointly Owned)								357,056(4)	D
Common Stock, $.10 par value								19,947(5)	I	401k
Common Stock, $.10 par value								192	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 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.

4. Owned jointly with spouse.

5. Based upon information supplied by the plan record keeper as of December 31, 2025. Number of shares varies 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 J. Scott Penny, 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 executive Penny Jerome Scott report?

Penny Jerome Scott reported a tax-related share withholding, not an open-market trade. The company withheld 7,058 BROWN & BROWN shares at $69.59 each to satisfy income tax obligations on 18,946 vested shares from the 2019 Stock Incentive Plan.

Was the BROWN & BROWN (BRO) Form 4 a sale by Penny Jerome Scott?

The Form 4 reflects a tax-withholding disposition rather than a voluntary sale. Shares were withheld by BROWN & BROWN to cover income tax on vested stock awards, using 7,058 shares from Penny Jerome Scott’s holdings at a value of $69.59 per share.

How many BROWN & BROWN shares does Penny Jerome Scott own after the transaction?

After the tax withholding, Penny Jerome Scott directly owned 272,674 common shares. She also had 46,480 unvested 2019 plan shares with voting and dividend rights, 357,056 shares jointly with her spouse, 19,947 shares in a 401(k) plan, and 192 shares attributed to children.

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

The 2019 Stock Incentive Plan granted 18,946 shares that vested, triggering tax obligations covered by withholding 7,058 shares. Scott also holds 46,480 additional plan shares that provide voting and dividend rights but will vest only after meeting service-based conditions set by the company.

Does Penny Jerome Scott claim ownership of BROWN & BROWN shares held for her children?

She expressly disclaims beneficial ownership of the 192 BROWN & BROWN shares held for children in her household. The disclosure states these are attributed for reporting purposes only and should not be deemed beneficial ownership under Section 16 or other legal standards.