Brown & Brown (BRO) CFO awarded new shares under 2019 stock incentive plan

Rhea-AI Filing Summary

BROWN & BROWN, INC. executive R. Andrew Watts, EVP, CFO and Treasurer, reported stock awards under the company’s 2019 Stock Incentive Plan. On February 26, 2026, he acquired 26,010 shares tied to performance-based conditions originally granted in 2023, and 6,067 service-based shares, both at no cash cost.

For these awards, he now has voting rights and dividend entitlement, while full ownership will vest only after additional service-based conditions are met. Following these updates, direct holdings reflected in the filing total 118,960 shares, with a further 3,198 shares held indirectly through the Watts Family Trust.

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^*

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)
02/26/2026

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 (2019 SIP)	02/26/2026		A		26,010(1)	A	$0.00	84,160(2)	D
Common Stock, $.10 par value (2019 SIP)	02/26/2026		A		6,067	A	$0.00	90,227(2)	D
Common Stock, $.10 par value								118,960(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. These securities were granted pursuant to the Company's 2019 Stock Incentive Plan ("2019 SIP"). The initial grant was made on February 20, 2023, but was subject to the satisfaction of performance-based conditions established in connection with this grant. On February 26, 2026, the Company confirmed the satisfaction of the performance-based conditions established in connection with this grant, and the Reporting Person has voting rights and dividend entitlement with respect to these shares, but full ownership will not vest until the satisfaction of additional service-based conditions.

2. 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.

3. 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.

	/s/ R. Andrew Watts	02/26/2026
	** Signature of Reporting Person	Date
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FAQ

What did BRO executive R. Andrew Watts report in this Form 4?

R. Andrew Watts reported receiving stock awards in Brown & Brown common shares under the 2019 Stock Incentive Plan. The filing reflects performance- and service-based awards that now carry voting and dividend rights, plus updated totals of his direct and indirect share holdings.

How many Brown & Brown (BRO) shares were granted to R. Andrew Watts?

He was credited with 26,010 performance-based shares and 6,067 service-based shares of Brown & Brown common stock. Both grants were recorded at a price of $0.00 per share as part of equity compensation under the company’s 2019 Stock Incentive Plan.

What conditions apply to the new BRO stock awards reported by Watts?

The 26,010-share award required satisfaction of performance-based conditions confirmed on February 26, 2026. Both that award and the 6,067-share service-based grant require additional service-based conditions before full ownership vests, even though voting and dividend rights are already in place.

What are R. Andrew Watts’s Brown & Brown share holdings after these transactions?

After the reported updates, his direct Brown & Brown common stock holdings shown total 118,960 shares. The filing also lists 3,198 additional shares held indirectly through the Watts Family Trust, reflecting both personal and trust-based ownership positions in the company.

Were the Brown & Brown shares in this Form 4 bought on the open market?

No, the shares were granted as equity awards under Brown & Brown’s 2019 Stock Incentive Plan at a stated price of $0.00 per share. The filing characterizes them as grants or awards, not open-market purchases, and ties them to performance and service conditions.

What does the Form 4 say about dividend and voting rights on the new BRO awards?

The filing states that Watts has voting rights and dividend entitlement on both sets of awarded shares. However, it clarifies that full ownership of these grants will only occur after additional service-based vesting conditions specified in the 2019 Stock Incentive Plan are satisfied.