Brown & Brown (NYSE: BRO) CEO reports 474-share stock acquisition

Rhea-AI Filing Summary

Brown & Brown president and CEO J. Powell Brown, who also serves as a director, reported acquiring 474 shares of the company’s common stock on 12/15/2025 at a price of $0.00 per share. After this transaction, he directly owned 2,812,487 common shares.

He also reported additional holdings through the company’s 2019 and 2010 stock incentive plans and a performance stock plan, along with indirect holdings in a 401(k), a charitable lead annuity trust, and shares held by his children, for which he disclaims 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^*

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)
12/15/2025

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	12/15/2025		G		474	A	$0.00	2,812,487(1)	D
Common Stock, $.10 par value (2019 SIP)								221,847(2)	D
Common Stock, $.10 par value (2010 SIP)								299,264(3)	D
Common Stock, $.10 par value (PSP)								32,000(4)	D
Common Stock, $.10 par value								43,121(5)	I	401k
Common Stock, $.10 par value								1,954,590(6)	I	Charitable Lead Annuity Trust
Common Stock, $.10 par value								32,241	I	Children(7)

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. A total of 248 of these shares were acquired through the Company's Employee Stock Purchase Plan in July 2025. Number of shares may vary due to dividend reinvesment.

2. These securities were granted pursuant to the Company's 2019 Stock Incentive Plan ("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. These securities were granted pursuant to the Company's 2010 Stock Incentive Plan ("2010 SIP"). The Reporting Person has votin 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 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.

5. Based upon the information supplied by the plan record keeper as of December 31, 2024. Number of shares varies periodically based on contributions to the plan.

6. 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.

7. 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/ J. Powell Brown	12/15/2025
	** 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 Brown & Brown (BRO) report on 12/15/2025?

J. Powell Brown reported acquiring 474 shares of Brown & Brown common stock on 12/15/2025, coded "G," at a price of $0.00 per share, bringing his direct holdings to 2,812,487 shares.

How many Brown & Brown (BRO) shares does J. Powell Brown own directly after the reported transaction?

After the 12/15/2025 transaction, J. Powell Brown directly owned 2,812,487 shares of Brown & Brown common stock.

What positions does J. Powell Brown hold at Brown & Brown (BRO)?

J. Powell Brown is both a Director and an Officer of Brown & Brown, serving as President and CEO.

What Brown & Brown (BRO) shares are held for J. Powell Brown under company stock and performance plans?

He reported 221,847 shares under the 2019 Stock Incentive Plan, 299,264 shares under the 2010 Stock Incentive Plan, and 32,000 shares under the Performance Stock Plan, all subject to vesting and other conditions while carrying voting and dividend rights.

What indirect Brown & Brown (BRO) holdings are attributed to J. Powell Brown?

He reported 43,121 shares in a 401(k), 1,954,590 shares held by the James Hyatt Brown Nongrantor Charitable Lead Annuity Trust, and 32,241 shares held by his children, for which he disclaims beneficial ownership.

Were any Brown & Brown (BRO) shares acquired through an employee stock purchase plan for J. Powell Brown?

Yes. A total of 248 of the reported shares were acquired through the company’s Employee Stock Purchase Plan in July 2025.