Brown & Brown (NYSE: BRO) CEO details 127,034-share trust transaction

Rhea-AI Filing Summary

Brown & Brown, Inc. insider activity: President and CEO J. Powell Brown, who is also a director, reported a transaction dated 12/31/2025. A Form 4 entry shows a Code G transaction (typically a gift or similar transfer) involving 127,034 shares of common stock at $0.00, after which 1,827,556 shares are shown as indirectly owned through a charitable lead annuity trust where he serves as trustee and remainder beneficiary.

In addition, he reports direct ownership of 2,812,487 shares of common stock, including 248 shares acquired through the company’s Employee Stock Purchase Plan, and restricted shares under the 2019 and 2010 Stock Incentive Plans and the Performance Stock Plan that carry voting and dividend rights but vest only upon meeting service- or performance-based conditions. Indirect holdings also include 43,121 shares in a 401(k) plan and 32,241 shares attributed to 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)
12/31/2025

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	12/31/2025		G		127,034	D	$0.00	1,827,556(1)	I	Charitable Lead Annuity Trust
Common Stock, $.10 par value								2,812,487(2)	D
Common Stock, $.10 par value (2019 SIP)								221,847(3)	D
Common Stock, $.10 par value (2010 SIP)								299,264(4)	D
Common Stock, $.10 par value (PSP)								32,000(5)	D
Common Stock, $.10 par value								43,121(6)	I	401k
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. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

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	12/31/2025
	** 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 December 31, 2025?

The filing shows a Code G transaction dated 12/31/2025 in which J. Powell Brown reported a disposition of 127,034 shares of Brown & Brown common stock at $0.00, leaving 1,827,556 shares indirectly held through a charitable lead annuity trust.

Who is the reporting insider in this Brown & Brown (BRO) Form 4?

The reporting person is J. Powell Brown, who serves as both a Director and the company’s President and CEO, and the Form 4 is filed by one reporting person.

How many Brown & Brown (BRO) shares does the CEO hold through the charitable trust?

After the reported Code G transaction, the filing shows that 1,827,556 shares of Brown & Brown common stock are indirectly owned through the James Hyatt Brown Nongrantor Charitable Lead Annuity Trust, for which he is a trustee and remainder beneficiary.

What other Brown & Brown (BRO) equity awards does the CEO report owning?

The CEO reports holdings under the company’s 2019 Stock Incentive Plan (2019 SIP), 2010 Stock Incentive Plan (2010 SIP), and Performance Stock Plan (PSP). These awards provide voting and dividend rights, but full ownership vests only after specified service-based or performance-based conditions are met.

Does the Brown & Brown (BRO) CEO participate in the Employee Stock Purchase Plan?

Yes. The explanation notes that 248 shares included in his direct holdings were acquired through the company’s Employee Stock Purchase Plan in July 2025, with share counts varying due to dividend reinvestment.

What indirect Brown & Brown (BRO) holdings does the CEO disclaim beneficial ownership of?

The filing states that the reporting person disclaims beneficial ownership of securities owned by his children, who share his household. These indirect holdings are listed as 32,241 shares, and the report specifies that it should not be deemed an admission of beneficial ownership for Section 16 or any other purpose.