Brown & Brown (BRO) CEO reports new performance-linked stock grants

Rhea-AI Filing Summary

BROWN & BROWN, INC. President and CEO J. Powell Brown reported stock awards under the company’s equity plans. On February 26, 2026, he acquired 78,030 shares of common stock at $0.00 per share under the 2019 Stock Incentive Plan after performance-based conditions were confirmed as satisfied. On February 25, 2026, he also received a separate grant of 17,844 shares under the same plan at no cost.

For these awards, he already has voting rights and dividend entitlement, while full ownership depends on meeting additional service-based conditions. The filing also updates his holdings in earlier stock incentive plans, a performance stock plan, a 401(k) account, shares held for his children, and a charitable lead annuity 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^*

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)
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		78,030(1)	A	$0.00	186,193(2)	D
Common Stock, $.10 par value (2019 SIP)	02/25/2026		A		17,844	A	$0.00	204,037(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								43,849(5)	I	401k
Common Stock, $.10 par value								32,241	I	Children(6)
Common Stock, $.10 par value								2,881,434(7)	D
Common Stock, $.10 par value								1,827,556(8)	I	Charitable Lead Annuity 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. 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.

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, 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.

7. 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.

8. 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.

	/s/ J. Powell Brown	02/27/2026
	** 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 did BROWN & BROWN (BRO) CEO report in this Form 4 filing?

The CEO reported stock awards under BROWN & BROWN’s equity plans. He received 78,030 and 17,844 common shares at $0.00 per share, reflecting performance- and service-based grants under the 2019 Stock Incentive Plan with future vesting conditions.

How many BROWN & BROWN (BRO) shares were granted to the CEO on February 26, 2026?

On February 26, 2026, the CEO was credited with 78,030 common shares. These relate to a 2019 Stock Incentive Plan grant whose performance-based conditions were confirmed, giving him voting and dividend rights, while full ownership still depends on additional service-based vesting.

What is the second stock grant disclosed for BROWN & BROWN (BRO) CEO?

The filing discloses a separate grant of 17,844 common shares on February 25, 2026. This award, also under the 2019 Stock Incentive Plan, carries voting and dividend rights but will fully vest only after specified service-based conditions are satisfied.

Were BROWN & BROWN (BRO) CEO’s new shares purchased in the market?

No, the shares were not market purchases. They were stock awards at $0.00 per share under BROWN & BROWN’s 2019 Stock Incentive Plan, tied to meeting performance and service conditions rather than open-market buying activity.

What rights does the BROWN & BROWN (BRO) CEO have for these granted shares?

For these awards, he already has voting rights and dividend entitlement. However, the filing notes that full ownership of the shares will vest only upon the satisfaction of additional service-based conditions set out in the company’s equity plans.

What other BROWN & BROWN (BRO) holdings are updated in this Form 4?

The filing updates holdings from the 2010 Stock Incentive Plan, the Performance Stock Plan, a 401(k) plan, shares held for the CEO’s children, and a charitable lead annuity trust, providing a broader picture of his direct and indirect equity interests.