Tax withholding share transfer by Brown & Brown (NYSE: BRO)

Rhea-AI Filing Summary

Brown & Brown, Inc. executive vice president Stephen M. Boyd reported a tax-related share withholding tied to restricted stock vesting. On the transaction date, 7,712 shares of common stock were withheld by the company at $69.59 per share to cover income tax requirements on the vesting of 15,157 shares granted under the 2019 Stock Incentive Plan. After this disposition, he directly owned 83,081 common shares. A separate line shows 44,454 shares under the 2019 plan, which carry voting and dividend rights but will fully vest only after service-based conditions are met, including 248 shares acquired through the Teammate Stock Purchase Plan.

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^*

Boyd Stephen M

(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/Pres 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		7,712(1)	D	$69.59	83,081(2)	D
Common Stock, $.10 par value (2019 SIP)								44,454(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 15,157 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. 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.

	/s/ Anthony M. Robinson, for Stephen M. Boyd, 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Brown & Brown (BRO) report for Stephen M. Boyd?

Brown & Brown reported a tax-withholding share disposition for executive Stephen M. Boyd. The company withheld shares to satisfy income tax obligations arising from the vesting of restricted stock granted under its 2019 Stock Incentive Plan, rather than an open-market stock sale.

How many Brown & Brown (BRO) shares were withheld and at what price?

The filing shows 7,712 shares of Brown & Brown common stock were withheld at $69.59 per share. These shares were used solely to cover income tax withholding tied to the vesting of 15,157 restricted shares under the company’s 2019 Stock Incentive Plan.

How many Brown & Brown (BRO) shares does Stephen M. Boyd own after the transaction?

After the tax-withholding disposition, Stephen M. Boyd directly owned 83,081 Brown & Brown common shares. A separate holding of 44,454 shares under the 2019 Stock Incentive Plan remains subject to service-based vesting conditions, although those shares currently carry voting rights and dividend entitlement.

What is the role of Brown & Brown’s 2019 Stock Incentive Plan in this Form 4?

The 2019 Stock Incentive Plan is the source of the vested and unvested shares reported. The tax-withholding arose from vesting of 15,157 plan shares, while 44,454 plan shares remain outstanding with voting and dividend rights but will fully vest only after service-based requirements are met.

Were Stephen M. Boyd’s Brown & Brown (BRO) shares sold on the open market?

The Form 4 indicates shares were withheld by Brown & Brown to cover income tax withholding, not sold in an open-market trade. It describes a tax-withholding disposition where the company retains shares as payment for tax obligations on vested restricted stock.

What additional details are disclosed about Brown & Brown (BRO) shares under the 2019 SIP?

The filing notes that 44,454 shares were granted under the 2019 Stock Incentive Plan. Boyd has voting and dividend rights for these shares, but full ownership will vest only after service conditions are met, and 248 of them were acquired via the Teammate Stock Purchase Plan.