Tax withholding reduces BROWN & BROWN (BRO) EVP Chris Walker’s share count

Rhea-AI Filing Summary

BROWN & BROWN, INC. executive Chris L. Walker reported an automatic tax-related share disposition. On the vesting of 5,954 shares under the 2019 Stock Incentive Plan, the company withheld 3,031 common shares at $69.59 per share to cover income tax withholding. After these withholdings, Walker directly holds 163,120 common shares and 49,141 shares tied to awards under the 2019 Stock Incentive Plan, which include restricted stock and restricted stock units subject to service-based vesting conditions.

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^*

Walker Chris L

(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/Chair Spec Dist Segment

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		3,031(1)	D	$69.59	163,120(2)	D
Common Stock, $.10 par value (2019 SIP)								49,141(3)	D

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 5,954 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. With respect to securities that are restricted stock awards, 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. With respect to securities that are restricted stock units, the Reporting Person has dividend equivalent entitlement, but shares will not be delivered until the satisfaction of service-based conditions or the Reporting Person's qualified retirement.

	/s/ Anthony M. Robinson, for Chris L. Walker, 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 Chris L. Walker report at BROWN & BROWN (BRO)?

Chris L. Walker reported a tax-related share disposition. The company withheld 3,031 common shares at $69.59 per share to satisfy income tax withholding tied to the vesting of 5,954 shares under the 2019 Stock Incentive Plan.

Was Chris L. Walker’s BROWN & BROWN Form 4 a normal sale of BRO shares?

No, the Form 4 reflects tax-withholding, not an open-market sale. Shares were withheld by BROWN & BROWN solely to cover income tax requirements when 5,954 stock awards vested under the 2019 Stock Incentive Plan.

How many BROWN & BROWN shares does Chris L. Walker hold after this Form 4 filing?

After the transaction, Walker directly holds 163,120 common shares. He also has 49,141 shares associated with awards under the 2019 Stock Incentive Plan, including restricted stock and restricted stock units that vest upon meeting service-based conditions or qualified retirement.

What price was used for the withheld BROWN & BROWN (BRO) shares in this Form 4?

The withheld shares were valued at $69.59 per share. This price applies to the 3,031 common shares the company withheld to cover income tax obligations associated with the vesting of 5,954 shares under the 2019 Stock Incentive Plan.

What plan governed the stock awards in Chris L. Walker’s BROWN & BROWN Form 4?

The awards were granted under the 2019 Stock Incentive Plan. The filing notes that 5,954 shares vested under this plan, triggering tax-withholding, and that the reported securities include restricted stock and restricted stock units subject to service-based vesting conditions.

Did Chris L. Walker previously acquire BROWN & BROWN shares through an employee stock purchase plan?

Yes, a portion of his holdings came from a purchase plan. The filing states that 248 of the reported shares were acquired through the company’s Teammate Stock Purchase Plan in July 2025, with amounts varying over time due to dividend reinvestment.