BRO 8-K Current Reports

BROWN & BROWN, INC. 8-K Report, Regulation FD Disclosure (Sep 10, 2026)

Brown & Brown's 8-K (Item 7.01, furnished under Regulation FD) attaches a 2026 corporate overview presentation rather than new quarterly or annual results. The deck is best read as an investor-relations update on the company's scale, profitability, and balance sheet after its acquisition of Accession (RSC Topco, Inc.). It cites about $5.9 billion of 2025 revenue, roughly 23,000 teammates, and operations in 16 countries with over 700 locations. Its 2025 figures include $1.5 billion of operating cash flow (up 24% over 2024) and $1.1 billion of year-end cash. Liquidity is described as $975 million of undrawn revolver capacity as of June 30, 2026, against a $1.25 billion facility. The deck's main financial message is consistent profitability and cash conversion, not top-line growth. Organic revenue growth was 2.8% in 2025 for both the Retail and Specialty Distribution segments, well below the 5-year averages it shows (6.5% for Retail and 11.5% for Specialty). Adjusted EBITDAC margins were 30.0% for Retail and 43.1% for Specialty in 2025. Growth is presented as largely acquisition-driven, with revenue growth of 24.8% for Retail and 19.5% for Specialty. The forward-looking risk factors explicitly flag that the Accession financing increased the company's indebtedness, which is the key balance-sheet item for investors to monitor. The company targets net debt to EBITDAC of 0 to 2.5x and has a covenant maximum of 3.5x. Shareholder-return claims are favorable over long periods but weak recently. The deck shows 10-year total shareholder return of 443% versus 365% for peers and 298% for the S&P 500, and it notes 32 consecutive years of dividend increases. However, 1-year total shareholder return was -21%, against -4% for peers and +18% for the S&P 500. Investors should treat the presentation as promotional, since it uses non-GAAP measures (EBITDAC - Adjusted, organic revenue) and selects long-period comparisons. Its own reconciliations and risk language should be checked against the company's 10-K and 10-Q filings.

Sep 10, 2026 8-K

BROWN & BROWN, INC. 8-K Report, Executive Changes (Aug 10, 2026)

Brown & Brown, Inc. (BRO) has announced the departure of P. Barrett Brown, Executive Vice President and former President of the Retail Segment, effective August 10, 2026. Mr. Brown has resigned from his officer and director positions to pursue other opportunities, effective immediately. He will remain with the company in a transitional capacity until July 31, 2027, providing support and training to ensure a smooth handover of his responsibilities. This transition includes a comprehensive separation package for Mr. Brown. He will continue to receive his base salary of $1,000,000 annually and is eligible for a total bonus of $1,300,000, paid in two installments. Additionally, Mr. Brown will receive $130,000 for transition-related expenses and a severance payment of $2,500,000, payable over two years. These payments are contingent upon satisfactory transition services and the execution of a supplemental release of claims. The agreement also includes a one-year non-compete clause.

Aug 10, 2026 8-K

Material AgreementsFinancial Events

BROWN & BROWN, INC. 8-K Report, Financial Results (Jul 27, 2026)

Brown & Brown reported Q2 2026 total revenues of $1.68 billion (the press release rounds to $1.7 billion), up 30.4% year over year. The growth was driven mainly by acquisitions, including the pending-then-closed acquisition of RSC Topco (Accession). Organic Revenue declined 0.7%, and Organic Revenue with Contingents rose only 0.7%, so underlying organic growth remained flat to slightly negative. Acquisitions contributed roughly $393 million of Q2 commissions and fees. Net income attributable to the Company rose 24.7% to $288 million, but the pre-tax margin fell to 22.9% from 24.2%, and EBITDAC Margin - Adjusted fell to 35.7% from 36.7%. Per-share results were weaker than net income growth. Diluted EPS rose 7.7% to $0.84, and Diluted EPS - Adjusted rose 3.9% to $1.07. The diluted share count increased to 334 million from 293 million, reflecting the 2025 equity offering and acquisition-related share issuance. Amortization more than doubled to $110 million, and interest expense doubled to $100 million as debt increased. For the first half, Diluted EPS fell 1.6% to $1.90, while Adjusted EPS rose 6.0% to $2.46. Management's tone is positive, citing 'great momentum' into the second half. Investors should weigh the flat organic growth, margin compression, and dilution against the acquisition-driven top-line gain. The filing also carries a caveat: the forward-looking statements note that final Q2 2026 results could differ from these preliminary unaudited figures. The company holds its conference call on July 28, 2026.

Jul 27, 2026 8-K

BROWN & BROWN, INC. 8-K Report, Material Agreement (Jun 5, 2026)

On June 5, 2026, Brown & Brown, Inc. (NYSE: BRO) entered into a Third Amended and Restated Credit Agreement that replaces its October 27, 2021 credit agreement. The new facility expands the revolving credit line from $800 million to $1,250 million and extends its maturity to June 5, 2031. It also adds two term loan tranches of $250 million each: a Term A-1 loan maturing June 5, 2029, and a Term A-2 loan maturing June 5, 2031. As of the filing date, $825 million was outstanding under the facilities. For investors, the key takeaways are the increased liquidity headroom and the longer maturity profile. The revolver upsizing of $450 million, combined with $500 million of new term debt capacity, gives the company significant flexibility for acquisitions, which have historically been a core part of Brown & Brown's growth strategy, as well as for general corporate purposes. Extending maturities to 2031 reduces near-term refinancing risk. The filing does not disclose pricing, spreads, or covenant specifics, so the impact on interest expense cannot yet be assessed. The filing also indicates that the company's lending group includes major banks that maintain other commercial relationships with Brown & Brown, including cash management, letter of credit, and investment banking services. The full agreement will be filed as an exhibit to the Form 10-Q for the quarter ending June 30, 2026, at which point pricing, covenants, and the terms of the term loans can be reviewed in detail.

Jun 5, 2026 8-K

Leadership ChangesShareholder Matters

BROWN & BROWN, INC. 8-K Report, Executive Changes (May 7, 2026)

Brown & Brown, Inc. (BRO) reported the results of its May 6, 2026 Annual Meeting of Shareholders. Shareholders approved an amendment to the 2019 Stock Incentive Plan (SIP) that adds 6,900,000 shares to the plan's available pool and extends its term. The increase equals roughly 2.0% of the 339,559,191 shares outstanding on the March 2, 2026 record date. The SIP amendment passed with about 99% of votes cast, a strong signal of shareholder support for the equity compensation program. The filing does not state the total shares remaining under the plan or the expected grant pace, so the near-term dilution impact cannot be fully quantified from this document. All 14 director nominees were elected, with individual support ranging from about 91% (H. Palmer Proctor, Jr., the lowest) to about 97% (J. Hyatt Brown). Shareholders also ratified Deloitte & Touche LLP as the independent auditor for fiscal 2026, with about 95% of votes cast in favor. The quorum was 90.27% of outstanding shares, indicating broad participation. The advisory say-on-pay vote on named executive officer compensation passed, but with materially weaker support than the other items. About 85% of votes cast were in favor, with roughly 42.5 million votes (about 15%) against. Investors may view this as a sign of some shareholder concern over executive pay, even though the proposal passed. The filing contains no management commentary on the vote result.

May 7, 2026 8-K

BROWN & BROWN, INC. 8-K Report, Financial Results (Apr 27, 2026)

Brown & Brown (BRO) reported first quarter 2026 results that were headline-inflated by the Accession acquisition. Total revenues rose 35.4% to $1.9 billion, but Organic Revenue was flat at 0.0%, and Organic Revenue with Contingents grew only 2.2%. The growth gap reflects the roughly $435 million of acquired commissions and fees, so the underlying organic business was essentially stagnant in the quarter. Management described the environment as "challenging," which investors will want to probe on the April 28 call. Profitability is more mixed than the top line. GAAP diluted EPS fell 7.8% to $1.06, while Diluted EPS - Adjusted rose 7.8% to $1.39. Income before taxes increased 24.8% to $533 million, but its margin compressed to 28.0% from 30.4%, largely because interest expense more than doubled to $99 million and amortization nearly doubled to $116 million. A $64 million non-cash mark-to-market gain on escrowed Accession shares flattered GAAP results, and EBITDAC - Adjusted margin improved only modestly to 38.5% from 38.1%. Balance sheet leverage increased materially. Goodwill and intangibles are now about $19.9 billion against $29.7 billion of total assets, and total debt rose to roughly $7.8 billion including $1.2 billion current. The company repurchased $250 million of stock and paid $57 million in dividends in the quarter, while declaring a regular quarterly dividend of $0.165 per share payable May 20, 2026. Investors should watch free cash flow relative to the expanded debt load and the pace at which Accession's earnings translate into organic growth.

Apr 27, 2026 8-K

Leadership ChangesExhibits & Filings

BROWN & BROWN, INC. 8-K Report, Regulation FD Disclosure (Apr 9, 2026)

Brown & Brown, Inc. (BRO) furnished its annual 2025 Global Impact Report as Exhibit 99.1 to this Form 8-K, dated April 8, 2026 and filed April 9, 2026, under Item 7.01 (Regulation FD). The filing is informational and ESG-focused rather than a financial disclosure: it reports no new earnings, guidance, transactions, or material events, and the furnished material is expressly excluded from being deemed "filed" under Section 18 of the Exchange Act. Investors should treat it as a sustainability and human-capital update rather than a source of new financial information. The report's most notable operational data point is the company's largest acquisition to date, which the ESG letter says brought in over 5,500 teammates. The report also cites 43 acquisitions in 2025 that added over 5,700 teammates in total, and it states that 2025 delivered strong total revenue growth, expanded operating margins, and higher operating cash flow. These are management characterizations in a non-audited ESG document and are not quantified in the report, so they should be checked against the Form 10-K and quarterly filings. The report also lists 468 domestic and 246 international locations as of December 31, 2025, and 22,888 employees worldwide. On the governance and risk side, the report describes board oversight of ESG through the nominating/corporate governance committee, cybersecurity practices (including enhanced MFA and an M&A security playbook), and a statement that there were no material information security breaches over the last three years and no material customer privacy losses in 2025. The report notes it has no external assurance and that its targets are aspirational. Taken together, the filing offers useful context on workforce stability and culture, but it carries limited direct weight for valuation or near-term financial outlook.

Apr 9, 2026 8-K

BROWN & BROWN, INC. 8-K Report, Executive Changes (Mar 4, 2026)

Brown & Brown, Inc. (BRO) filed an 8-K on March 4, 2026, detailing executive compensation adjustments for 2026 and beyond. The Compensation Committee has formalized the structure for the 2026 annual cash incentive plan, which will be based on a mix of organic revenue growth, adjusted EBITDAC margin, and personal objectives. This structure aims to align executive rewards with key financial and strategic performance indicators. Additionally, the filing announces significant performance-based equity awards. Both Performance Stock Awards (PSAs) and Performance Stock Units (PSUs) have been granted to named executive officers. These awards vest over multi-year periods and are contingent on achieving specific compound annual growth rate targets for both share price and earnings per share, relative to the S&P 500. These long-term incentives underscore the company's commitment to shareholder value creation and sustained growth.

Mar 4, 2026 8-K

BROWN & BROWN, INC. 8-K Report, Regulation FD Disclosure (Mar 2, 2026)

Brown & Brown, Inc. furnished a 2026 Company Overview presentation as Exhibit 99.1 to a Form 8-K filed March 2, 2026, under Regulation FD (Item 7.01). The filing contains no new financial statements or earnings results. Its investor-relevant content is the 2025 performance review and a description of the business. The deck reports about $5.9 billion in 2025 revenue split roughly 59% Retail and 41% Specialty Distribution, about 23,000 teammates, and operations in 16 countries. Organic revenue growth was 2.8% in both segments for 2025, while 2025 segment revenue growth of 24.8% (Retail) and 19.5% (Specialty) was driven largely by acquisitions. Adjusted EBITDAC margins were 30.0% for Retail and 43.1% for Specialty. Cash flow from operations was $1.5 billion in 2025, up 24% year over year, and the company ended 2025 with $1.1 billion of cash and $700 million of revolver availability. The main risk flagged by the deck is leverage from the Accession (RSC Topco, Inc.) acquisition. The forward-looking statements explicitly cite the Transaction's financing, which increased the company's indebtedness, along with integration risk, captive insurance underwriting exposure, and the potential for anticipated cost savings not to materialize. The deck targets net debt to EBITDAC of 0 to 2.5x and total debt to EBITDAC of 0 to 3.0x, with a financial covenant capping net debt to EBITDAC at 3.5x. It does not disclose the Accession purchase price or post-transaction leverage, so investors should check the company's periodic filings for those figures. Shareholder-facing metrics include a 10-year total shareholder return of 443% for BRO, compared with 365% for peers (Arthur J. Gallagher, Aon, Marsh McLennan, and WTW) and 298% for the S&P 500 (as of 12/31/2025). Over 1 year, BRO returned -21%, versus -4% for peers and +18% for the S&P 500. The company has 32 consecutive years of dividend increases. Over the last 10 years it deployed $16.8 billion of cash, of which $14.6 billion went to acquisitions, against $8.1 billion of cash generated from operations. Acquisition-driven growth and the continued capital intensity of that strategy remain central to the investment case.

Mar 2, 2026 8-K

BROWN & BROWN, INC. 8-K Report, Financial Results (Jan 26, 2026)

Brown & Brown (BRO) reported unaudited fourth-quarter and full-year 2025 results on January 26, 2026, furnished under Item 2.02 via Exhibit 99.1. Headline GAAP figures are distorted by the Accession (RSC Topco) acquisition: Q4 total revenues rose 35.7% to $1.6 billion, but Organic Revenue fell 2.8%, and diluted EPS of $0.59 was down 19.2% year over year. Management's preferred non-GAAP lens looks better, with Q4 Diluted EPS - Adjusted up 8.1% to $0.93 and full-year Adjusted EPS up 10.9% to $4.26. Full-year Organic Revenue grew 2.8%, and EBITDAC Margin - Adjusted expanded to 35.9% from 35.2%. The balance sheet changed materially. Goodwill rose to $15.1 billion from $8.0 billion, amortizable intangibles to $4.9 billion from $1.8 billion, and long-term debt to $6.9 billion from $3.6 billion. Equity grew to $12.6 billion from $6.4 billion after a roughly $4.3 billion common stock issuance. Investing cash outflows were $7.9 billion, largely for businesses acquired. Operating cash flow was $1.45 billion, up from $1.17 billion. Amortization expense more than tripled to $312 million for the year, which is why the company emphasizes adjusted metrics. Investors should weigh the Organic Revenue decline in Q4 and the rising leverage and amortization load against the adjusted earnings growth. The filing also flags that the final audited numbers may differ from these preliminary unaudited figures, a caveat that matters given the complexity of the acquisition accounting. The earnings call is scheduled for January 27, 2026, at 8:00 AM EST.

Jan 26, 2026 8-K

BROWN & BROWN, INC. 8-K Report, Financial Results (Oct 27, 2025)

Brown & Brown (BRO) reported unaudited third quarter 2025 results on October 27, 2025. GAAP total revenues rose 35.4% to $1.6 billion, and commissions and fees grew 34.2%. Organic Revenue growth was a more modest 3.5%, so most of the top-line expansion came from acquisitions, chiefly the Accession (RSC Topco) transaction, which contributed roughly $307 million in acquired core commissions and fees in the quarter. Profitability presented a mixed picture: GAAP income before income taxes fell 1.9% to $311 million and pre-tax margin compressed to 19.4% from 26.7%, while net income attributable to the Company declined 3.0% to $227 million and GAAP diluted EPS fell 16.0% to $0.68. Adjusted measures looked considerably stronger, with Diluted EPS - Adjusted up 15.4% to $1.05 and EBITDAC - Adjusted up 41.8% to $587 million (36.6% margin). Investors should note that the adjusted figures benefit from excluding amortization, acquisition costs and other items, and that the 2025 EBITDAC results include about $29 million of interest income earned on the June 2025 equity and debt proceeds held ahead of the Accession closing. The balance sheet changed substantially. Goodwill rose to $14.9 billion from $8.0 billion and amortizable intangibles to $5.0 billion from $1.8 billion, while long-term debt increased to $7.7 billion from $3.6 billion. Shares outstanding rose to 337 million from 286 million, reflecting a large equity issuance. Nine-month operating cash flow was $1.0 billion, up from $813 million, and the company paid $7.7 billion in net cash for acquisitions during the period. Management described the quarter as showing strong growth, profitability and cash conversion, but the GAAP earnings decline, rising leverage and large intangible balances mean the investment case rests heavily on successful integration of Accession and on the company's ability to lift organic growth. The press release also flags that the company may revise its third quarter numbers as it finalizes results, so these figures are preliminary and unaudited. A conference call to discuss results is scheduled for October 28, 2025 at 8:00 AM EDT.

Oct 27, 2025 8-K

Earnings & ResultsRegulation FDExhibits & Filings

BROWN & BROWN, INC. 8-K Report, Executive Changes (Oct 20, 2025)

Brown & Brown, Inc. (BRO) has announced a significant leadership change within its Retail Segment. Effective October 17, 2025, Stephen P. Hearn, who recently took on the role of Executive Vice President and Chief Operating Officer in February 2025, has been appointed to the additional position of President of the Retail Segment. This appointment sees Mr. Hearn assume the responsibilities previously held by P. Barrett Brown, who has commenced a personal leave of absence.

Oct 20, 2025 8-K/A

Exhibits & Filings

BROWN & BROWN, INC. 8-K/A Report, Exhibit Filing (Oct 9, 2025)

Brown & Brown (BRO) filed this 8-K/A (Amendment No. 1) on October 9, 2025 to supply the required financial statements for its acquisition of RSC Topco, Inc. (Risk Strategies / One80 Intermediaries, parent of Accession Risk Management Group), which closed August 1, 2025. The amendment adds RSC's audited FY2024/FY2023 financials (report by Ernst & Young dated July 28, 2025), unaudited Q1 2025 and Q1 2024 interim financials, a consent from EY, and unaudited pro forma condensed combined financial information. Nothing in the original 8-K was updated beyond these exhibits, so this filing is primarily a disclosure-completion document rather than a source of new strategic news. The target's historical financials show a business with scale but weak GAAP profitability. RSC generated $1.64 billion of 2024 revenue (up about 18% from $1.39 billion in 2023), yet posted a net loss of $368.5 million in 2024 (versus $298.0 million in 2023), driven by $474.4 million of interest expense, $187.9 million of non-cash change in fair value of deferred purchase consideration, and $164.2 million of D&A. Shareholders' equity was negative $246 million at year-end 2024 and further negative at $327 million at March 31, 2025, and the company carried $4.7 billion of debt, largely a floating-rate Unitrust facility at roughly 9.25%. Q1 2025 revenue rose about 18% to $430.6 million, but the net loss widened to $97.3 million, including a $42.9 million tax expense tied to valuation-allowance effects. For Brown & Brown, the key number is the pro forma impact. Per the Exhibit 99.3 information, the company paid about $8.3 billion in cash plus roughly $629 million of stock (with a $676 million escrow holdback liability) for total consideration of about $9.6 billion, financed by roughly $4.3 billion of common equity (about 43 million shares) and $4.2 billion of senior notes at a weighted average 5.37%. Pro forma FY2024 revenue would be about $6.44 billion and pro forma net income attributable to the company about $796 million (diluted EPS $2.36, versus $3.46 reported standalone). Pro forma Q1 2025 net income was $313 million (diluted EPS $0.92, versus $1.15 reported). Investors should note the preliminary, provisional purchase price allocation: goodwill of about $6.57 billion and amortizable intangibles of about $3.23 billion, with the final allocation due within a year. Management's pro forma figures exclude synergies and include an estimated $50 million of one-time transaction costs not yet reflected in historical results.

Oct 9, 2025 8-K

BROWN & BROWN, INC. 8-K Report, Financial Results (Aug 22, 2025)

Brown & Brown (BRO) filed this 8-K to furnish unaudited, recast segment data under a new reporting structure. Effective July 1, 2025, the company consolidated its Programs and Wholesale Brokerage segments into a new Specialty Distribution segment and will report two segments going forward: Retail and Specialty Distribution. The filing is a reclassification of historical information, not a change in consolidated results. Consolidated income statements, balance sheets, cash flows, and equity were not affected, and the company did not operate under the new structure in any prior period. The recast data show the economic weight of the new segments. For full-year 2024, Retail generated $2,729 million of revenue and $602 million of pre-tax income, while Specialty Distribution generated $2,016 million of revenue and $778 million of pre-tax income. Other, which carries corporate interest and expense, reported a pre-tax loss of $77 million. Consolidated 2024 revenue was $4,805 million and pre-tax income was $1,303 million. Specialty Distribution's higher pre-tax income relative to its revenue reflects its different cost and margin profile, which the new reporting should make visible to investors. For the first half of 2025, the recast figures show consolidated revenue rising to $1,404 million in Q1 and $1,285 million in Q2, up about 12% and 9% year over year. Q2 pre-tax income fell to $311 million from $346 million, mainly because the Other segment's loss widened to $49 million from $13 million. Retail and Specialty Distribution revenue both grew in Q2, and Specialty Distribution pre-tax income rose to $233 million from $230 million. The filing does not provide guidance or commentary on drivers, so investors should read these figures alongside the company's 10-Q filings.

Aug 22, 2025 8-K

Acquisitions & DispositionsSecurities & ListingRegulation FD+1

BROWN & BROWN, INC. 8-K Report, Executive Changes (Aug 15, 2025)

Brown & Brown, Inc. (BRO) announced on August 15, 2025, a significant change to its Board of Directors. Effective August 13, 2025, the Board's size was increased from 13 to 14 directors with the appointment of Joia M. Johnson. Ms. Johnson brings extensive experience from her senior legal and administrative roles at publicly traded companies, including Hanesbrands Inc. and RARE Hospitality International, Inc. Her background includes serving as Chief Administrative Officer, Chief Legal Officer, General Counsel, and Corporate Secretary. Ms. Johnson's appointment diversifies the Board's expertise, particularly in legal and corporate governance matters. Her existing directorships at Global Payments Inc., Sylvamo Corporation, and Regions Financial Corp. demonstrate her familiarity with board-level oversight and committee work. While not immediately assigned to a committee, her future committee appointments are anticipated, further strengthening the Board's governance structure. Investors should view this as a positive step towards enhanced corporate oversight and strategic guidance.

Aug 15, 2025 8-K

BROWN & BROWN, INC. 8-K Report, Acquisition Completed (Aug 5, 2025)

Brown & Brown, Inc. (BRO) has successfully completed its acquisition of RSC Topco, Inc. (RSC) for an estimated net merger consideration of approximately $4.7 billion. The transaction, which closed on August 1, 2025, involved a combination of $3.5 billion in cash and $1.2 billion in Brown & Brown's common stock, with the stock component valued based on a June 6, 2025 closing price of $110.57 per share. RSC is a significant North American insurance distribution platform, operating under the Risk Strategies and One80 Intermediaries brands, which is expected to enhance Brown & Brown's specialty insurance and risk management capabilities. This acquisition represents a substantial strategic move for Brown & Brown, significantly expanding its market presence and service offerings in the specialty insurance sector. Investors should note that a portion of the stock consideration is subject to a five-year lock-up agreement, with staggered releases. Financial statements and pro forma information related to this acquisition will be filed via amendment at a later date, as is customary for such significant transactions.

Aug 5, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

BROWN & BROWN, INC. 8-K Report, Financial Results (Jul 28, 2025)

Brown & Brown reported second-quarter 2025 results with total revenues of $1.285 billion, up 9.1% year over year. Commissions and fees rose 8.2% and Organic Revenue grew a more modest 3.6%, so much of the top-line growth came from acquisitions. GAAP diluted EPS fell 13.3% to $0.78, and net income attributable to the Company declined 10.1% to $231 million. The decline was driven largely by higher employee compensation, other operating expenses and amortization, and by the absence of a $31 million gain on disposal recorded in the prior-year quarter. Diluted EPS - Adjusted rose 10.8% to $1.03, and EBITDAC - Adjusted increased 12.1% to $471 million, with the margin expanding to 36.7% from 35.7%. Management noted that about $13 million of interest income on the June 2025 equity and debt proceeds, raised ahead of the pending Accession (RSC Topco) acquisition, supported adjusted EBITDAC. Balance sheet changes are significant. Cash and cash equivalents rose to $8.9 billion from $675 million at year-end 2024, reflecting roughly $4.3 billion of net equity proceeds and $4.2 billion of new long-term debt. Long-term debt increased to $7.5 billion from $3.6 billion, total equity nearly doubled to $11.6 billion, and shares outstanding rose to 330 million from 286 million. Goodwill and intangibles also grew, consistent with the pending transaction and recent acquisitions. For the first half of 2025, revenue was $2.7 billion (up 10.4%), Organic Revenue grew 5.1%, and adjusted diluted EPS was $2.32 (up 12.1%). Investors should weigh the strong adjusted metrics against the GAAP earnings decline, the higher share count that dilutes per-share results, and the substantial leverage and integration risk tied to the Accession acquisition. The press release also warns that the Q2 figures are preliminary and unaudited and may change as the company finalizes its results. Management will discuss the quarter on a conference call on July 29, 2025.

Jul 28, 2025 8-K

BROWN & BROWN, INC. 8-K Report, Material Agreement (Jun 23, 2025)

Brown & Brown, Inc. (BRO) has announced the successful completion of a significant debt offering, raising approximately $4.2 billion in aggregate principal amount across six tranches of senior notes. These notes range in maturity from 2026 to 2055, with coupon rates varying from 4.600% to 6.250%. The primary purpose of this capital raise is to fund the cash consideration for the previously announced acquisition of RSC Topco, Inc. (RSC) and associated fees and expenses. This substantial debt issuance diversifies the company's debt maturity profile and provides the necessary capital for a strategic acquisition. Investors should note the specific terms associated with the 2026, 2028, 2030, 2032, and 2055 notes, which include a special mandatory redemption provision if the RSC acquisition is not consummated by a specified date. The 2035 notes are excluded from this special redemption clause. If the acquisition does not proceed, proceeds from the stock offering and the 2035 notes are earmarked for general corporate purposes.

Jun 23, 2025 8-K

Material AgreementsRegulation FDOther Events+1

BROWN & BROWN, INC. 8-K Report, Material Agreement (Jun 13, 2025)

Brown & Brown (NYSE: BRO) filed an 8-K disclosing it has raised roughly $5.3 billion of new capital to fund its pending acquisition of RSC Topco, Inc. (the holding company for Accession Risk Management Group). The equity component is a common stock offering of 43,137,254 shares for an aggregate purchase price of about $4.3 billion, priced at $102.00 per share in the June 10 pricing release (the 8-K's share count and dollar figure differ from the press release's 39,215,686 shares and $4.0 billion base deal, likely reflecting exercise of the underwriters' option, which the release described as up to an additional $400 million). The company closed the equity offering on June 12, 2025. The debt component is $4.2 billion of senior notes across six tranches maturing 2026 through 2055, with the notes expected to close June 23, 2025. The notes are priced at coupons from 4.600% (2026) to 6.250% (2055). The proceeds, together with cash on hand, will fund the cash consideration for the RSC acquisition and associated fees. If the deal does not close, the company says it will use the proceeds for general corporate purposes, though the 8-K specifies only the 2035 notes and common stock for that purpose. The filing's supplemental risk factors highlight significant execution risk: the transaction could be delayed or not completed, financing is not a closing condition, total debt was $3.81 billion as of March 31, 2025 and will rise materially, and RSC carries captive insurance underwriting exposure, pending FG Policy litigation at subsidiary Oxford Risk Management Group, and potential IRS scrutiny of Section 831(b) captive arrangements. For investors, the key takeaways are the scale of the financing relative to Brown & Brown's size, the resulting leverage increase, and the dependence of value creation on successful integration and realization of expected synergies and RSC deferred tax asset benefits. The filing does not quantify the purchase price or pro forma leverage, so investors should review the merger agreement and pro forma financials for those details.

Jun 13, 2025 8-K

Material AgreementsSecurities & ListingRegulation FD+2

BROWN & BROWN, INC. 8-K Report, Material Agreement (Jun 10, 2025)

On June 10, 2025, Brown & Brown (BRO) agreed to acquire RSC Topco, Inc., the holding company for Accession Risk Management Group (Risk Strategies and One80 Intermediaries), for a gross purchase price of $9.825 billion. At closing, net merger consideration is expected to be about $9.4 billion, comprising roughly $8.1 billion in cash and $1.3 billion in BRO common stock priced at $110.57 (the June 6, 2025 close). A $750 million indemnity escrow secures liabilities tied to certain run-off financial guarantee policies and a domicile restructuring at an RSC captive subsidiary. The HSR waiting period has already expired, and closing is targeted for Q3 2025, subject to other customary conditions and regulatory approvals. Financing is the key investor consideration. Management plans to fund the cash portion with a $4.0 billion senior unsecured notes offering (about 5.75% weighted average rate in the pro forma), a $4.0 billion common equity follow-on offering, and cash on hand, with a $9.4 billion 364-day bridge facility from Bank of America and JPMorgan as a backstop. Management states it is committed to maintaining an investment-grade rating. Management cites RSC's 2024 pro forma adjusted revenue of about $1.7 billion and pro forma adjusted EBITDA of about $600 million, implying roughly 12x net purchase price to EBITDA including targeted synergies. Management also expects the deal to be mid-teens accretive to 2024 adjusted diluted EPS, with $150 million of targeted run-rate synergies by 2028 and $200-250 million of one-time integration costs over three years. Risk factors are material. RSC's historical GAAP results show a 2024 net loss of $368.5 million and a Q1 2025 net loss of $97.3 million, driven largely by interest expense and fair value changes in acquisition earn-out obligations. Shareholders' equity was negative at March 31, 2025. The pro forma statements also reflect a sizeable increase in leverage and share count (roughly 36 million new shares from the equity offering plus about 7 million shares for the seller consideration). Investors will need to weigh these dilution and leverage effects against the expected synergies and accretion. The escrow, captive run-off exposure, and the 5-year staggered lock-up on seller shares are additional items to monitor.

Jun 10, 2025 8-K

Leadership ChangesShareholder MattersExhibits & Filings

BROWN & BROWN, INC. 8-K Report, Executive Changes (May 12, 2025)

Brown & Brown, Inc. (BRO) filed an 8-K on May 12, 2025, detailing key corporate governance and shareholder-approved actions from their Annual Meeting on May 7, 2025. The most significant executive change is the appointment of Paul M. Gallagher as the Company's principal accounting officer. Mr. Gallagher brings extensive experience from Deloitte & Touche LLP, where he served as a Partner, and most recently as the Company's Controller since November 2024. This appointment is a notable event for investors, particularly regarding financial reporting oversight, as R. Andrew Watts transitions from this specific role while retaining his CFO position. In addition to executive appointments, the filing confirms strong shareholder support for key company initiatives. Shareholders overwhelmingly approved an amendment to the 2019 Stock Incentive Plan (SIP), increasing the share pool by 6.93 million shares and extending its term, which is a positive signal for future equity-based compensation and employee retention. The annual meeting also saw the re-election of all nominated directors, indicating continued confidence in the current board's leadership. Shareholders also ratified the appointment of Deloitte & Touche LLP as the independent auditor for fiscal year 2025 and approved the compensation of Named Executive Officers on an advisory basis.

May 12, 2025 8-K

BROWN & BROWN, INC. 8-K Report, Financial Results (Apr 28, 2025)

Brown & Brown, Inc. (NYSE: BRO) reported first quarter 2025 results on April 28, 2025, showing strong top-line and earnings growth. Total GAAP revenues rose 11.6% to $1.4 billion, commissions and fees grew 12.0%, and Organic Revenue increased 6.5% to $1.263 billion, a key indicator of underlying growth excluding acquisitions, dispositions, and currency effects. Income before income taxes increased 17.3% to $427 million, with the pre-tax margin expanding to 30.4% from 28.9%. Net income attributable to the company rose 13.0% to $331 million, and diluted EPS was $1.15 (up 12.7%), while non-GAAP Diluted EPS - Adjusted reached $1.29 (up 13.2%). Profitability metrics also improved. EBITDAC - Adjusted grew 14.8% to $535 million, and its margin expanded to 38.1% from 37.0%. Management, through CEO J. Powell Brown, characterized the quarter as in line with the company's plan. The Board declared a regular quarterly dividend of $0.15 per share, payable May 21, 2025, to holders of record on May 12, 2025. Operating cash flow improved to $213 million from $13 million a year earlier, though this figure is affected by large swings in reinsurance recoverables and loss reserves, which fell sharply during the quarter. Investors should note that the press release contains preliminary, unaudited figures, and the forward-looking statements explicitly flag the possibility that the company's final first-quarter results may differ from these numbers. Balance sheet changes, including a drop in reinsurance recoverables and losses reserves and an increase in goodwill to $8.1 billion following acquisitions, are also relevant. The results are furnished under Item 2.02 and are not deemed filed for Section 18 purposes.

Apr 28, 2025 8-K

BROWN & BROWN, INC. 8-K Report, Regulation FD Disclosure (Apr 2, 2025)

Brown & Brown, Inc. (BRO) furnished its annual 2025 Global Impact Report as Exhibit 99.1 to this Form 8-K on April 2, 2025. The filing is a Regulation FD disclosure under Item 7.01 and is explicitly not deemed "filed" under Section 18 of the Exchange Act. It contains no new financial results, guidance, or material transaction terms, so it should be read as an ESG and human-capital update rather than a source of financial news. The report covers fiscal 2024 and is prepared in alignment with SASB Professional & Commercial Services and Insurance standards, and it notes that the targets it describes are aspirational and not externally assured. The most investor-relevant content is around workforce and governance. The company reports 17,400+ global teammates, about 56% of U.S. teammates owning company stock, and roughly 20% company ownership by teammates. It also reports 94% of teammates saying Brown & Brown is a Great Place to Work, a 2024 Be Our BEST engagement survey with more than 72% participation, and 32 acquisitions that added nearly 1,000 teammates. On governance, the report states there were no material information security breaches over the last three years and no material losses or legal proceedings tied to customer privacy incidents in 2024. It also notes that cybersecurity incidents have occurred but have not had a material impact to date. Disaster-related giving in 2024-2025 totaled $1 million to the Brown & Brown Disaster Relief Foundation and $750,000 to the American Red Cross, with separate teammate donations. For investors, the report is a qualitative disclosure that reinforces the company's people-centric, decentralized model and its emphasis on retention, culture, and cyber/data governance. It does not change the financial outlook, and its figures are largely non-GAAP or self-reported engagement and program metrics. Investors seeking financial performance should refer to the company's Form 10-K and earnings materials.

Apr 2, 2025 8-K

BROWN & BROWN, INC. 8-K Report, Regulation FD Disclosure (Mar 3, 2025)

Brown & Brown, Inc. (BRO) filed an 8-K on March 3, 2025 furnishing its 2025 Company Overview presentation (Exhibit 99.1) under Regulation FD for use with institutional investors, analysts, and at investor conferences. The filing contains no new financial results, guidance changes, or material events; it is a corporate presentation that consolidates previously reported 2024 performance data and strategic messaging. Investors should treat it as a supplemental reference rather than a source of new information. The presentation highlights 2024 figures: approximately $4.8 billion in total revenue, roughly $1.2 billion in operating cash flow (up 16% over 2023), $675 million in cash on the balance sheet, and about $550 million of availability under a revolving credit facility of up to $800 million. Segment results were Retail (about $2.7 billion in revenue, 8.8% revenue growth, 5.8% organic growth, 30.0% adjusted EBITDAC margin), Programs (about $1.4 billion, 19.4% revenue growth, 22.4% organic growth, 47.1% adjusted EBITDAC margin), and Wholesale Brokerage (about $1.4 billion, 13.9% revenue growth, 9.1% organic growth, 32.8% adjusted EBITDAC margin). The company cites a 10-year free cash flow conversion average of 24% and a stated leverage target of 0 to 2.5x net debt to adjusted EBITDAC. Management emphasizes its acquisition-driven model (more than 670 acquisitions since 1993), decentralized sales culture, and dividend record (31 consecutive years of increases, S&P Dividend Aristocrat). The presentation also reports 1-, 3-, 5-, 10-, 15-, and 20-year total shareholder returns that outperform the peer group and S&P 500 over most periods, though these figures are company-selected and should be weighed alongside the forward-looking statement and non-GAAP disclaimers included in the filing.

Mar 3, 2025 8-K

BROWN & BROWN, INC. 8-K Report, Executive Changes (Feb 25, 2025)

Brown & Brown, Inc. (BRO) has announced significant changes to its executive leadership and compensation structure through an 8-K filing dated February 25, 2025. The most impactful development is the appointment of Stephen P. Hearn as Executive Vice President and Chief Operating Officer, effective March 3, 2025. Mr. Hearn brings extensive experience from various leadership roles within the insurance and reinsurance sectors, most recently with The Ardonagh Group. His appointment signifies a strategic move to bolster operational leadership within the company. In conjunction with his new role, Mr. Hearn has resigned from the Company's Board of Directors. His compensation package is substantial, including a base salary of £588,800, a significant target cash incentive for 2025 of £1,213,000, and substantial long-term equity incentives totaling £1,213,000 initially, with further annual grants expected. Additionally, the company has formalized its 2025 annual cash incentive plan for certain executive officers, linking payouts to organic revenue growth, adjusted EBITDAC margin, and personal objectives, with payouts ranging from 0% to 200% of target amounts.

Feb 25, 2025 8-K

BROWN & BROWN, INC. 8-K Report, Financial Results (Jan 27, 2025)

Brown & Brown reported fourth-quarter 2024 results that were strong on the operating metrics it emphasizes. Total revenues rose 15.4% to $1.184 billion and Organic Revenue grew 13.8%. Adjusted EBITDAC margin expanded to 32.9% from 31.0%, and Diluted Net Income Per Share - Adjusted rose 24.6% to $0.86. GAAP results declined sharply because Q4 2023 included a $134.6 million gain on the disposal of third-party claims administration and adjusting businesses. As a result, GAAP income before income taxes fell 22.8% to $275 million, net income attributable to the Company fell 21.9% to $210 million, and diluted EPS fell 22.3% to $0.73. Investors should read the year-over-year GAAP declines as largely a comparison effect rather than operating deterioration. For full-year 2024, total revenues grew 12.9% to $4.8 billion, Organic Revenue grew 10.4% to $4.39 billion, and net income attributable to the Company rose 14.0% to $993 million. Diluted EPS was $3.46 (up 13.4%) and Diluted EPS - Adjusted was $3.84 (up 18.2%). Adjusted EBITDAC margin improved to 35.2% from 33.9%. Operating cash flow reached $1.17 billion, up from $1.01 billion, while the company spent $890 million on acquisitions. The balance sheet grew substantially, with goodwill rising to $7.97 billion and total assets to $17.6 billion. Reinsurance recoverables and loss reserves both increased sharply, from about $125 million to $1.53 billion and from $131 million to $1.54 billion, respectively. The filing does not explain the driver of that change, so investors should review it in the full annual report. The figures are unaudited and preliminary. The forward-looking statements explicitly note that final fourth-quarter and full-year 2024 results could differ from the numbers in this release. The company also changed its non-GAAP definitions effective January 1, 2024: it stopped excluding foreign currency translation and began excluding amortization from Diluted EPS - Adjusted. Prior periods were recast, but investors comparing against older company materials should account for these changes.

Jan 27, 2025 8-K

BROWN & BROWN, INC. 8-K Report, Executive Changes (Jan 22, 2025)

Brown & Brown, Inc. (BRO) has announced that Chilton D. Varner will not be standing for re-election at the Company's 2025 Annual Meeting of Shareholders. This departure is not a result of any disagreements with the Company regarding its operations, policies, or procedures, which suggests a smooth transition and continued alignment on strategic matters. While the filing is limited in scope, focusing solely on this director's departure, it is important for investors to note the reason provided. The absence of reported disagreements generally signals stability within the board and the company's governance. Investors should monitor future filings for any updates on board composition and potential new director appointments as the 2025 Annual Meeting approaches.

Jan 22, 2025 8-K

BROWN & BROWN, INC. 8-K Report, Financial Results (Oct 28, 2024)

Brown & Brown, Inc. (NYSE: BRO) reported unaudited third quarter 2024 results on October 28, 2024, showing strong top-line and earnings growth. GAAP total revenues rose 11.0% to $1.186 billion, commissions and fees grew 10.1%, and Organic Revenue increased 9.5%. Income before income taxes climbed 31.0% to $317 million, with the pre-tax margin expanding to 26.7% from 22.7%. Net income attributable to the company rose 33.0% to $234 million, and diluted EPS reached $0.81, up 30.6%. Diluted EPS - Adjusted rose 12.3% to $0.91. EBITDAC - Adjusted was $414 million, up 11.9%, with a margin of 34.9%. For the nine months ended September 30, 2024, total revenues grew 12.1% to $3.6 billion, Organic Revenue grew 9.4%, and diluted EPS rose 29.4% to $2.73, while Diluted EPS - Adjusted rose 16.4% to $2.98. Pre-tax margin expanded to 28.4% from 24.5%. Notably, the balance sheet shows a sharp increase in reinsurance recoverables ($2.04 billion vs. $125 million at year-end 2023) and a matching jump in losses and loss adjustment reserves ($2.04 billion vs. $131 million), reflecting the consolidation of captive insurance-related reinsurance activity. Investors should note that the company also changed its non-GAAP definitions effective January 1, 2024, removing the foreign currency translation exclusion and excluding amortization from Adjusted EPS, which makes the Adjusted EPS growth rate not directly comparable to prior-year reported figures without recasting. The filing is a Form 8-K furnishing the earnings press release under Item 2.02. The information is furnished rather than filed, so it is not subject to Section 18 liability. A conference call was scheduled for October 29, 2024 at 8:00 AM EDT. The press release also includes a forward-looking statements caveat, notably that the final third quarter numbers could differ from the preliminary unaudited figures presented.

Oct 28, 2024 8-K

BROWN & BROWN, INC. 8-K Report, Executive Changes (Aug 12, 2024)

Brown & Brown, Inc. (BRO) announced a significant addition to its Board of Directors with the appointment of Stephen P. Hearn, effective August 9, 2024. Mr. Hearn brings a wealth of experience from the insurance industry, having held numerous high-level executive and leadership roles with prominent global insurance organizations, including The Ardonagh Group, Corant Global, Ed Broking Group, and Willis Group Holdings. His extensive background in executive leadership, strategic oversight, and navigating complex insurance markets is expected to be a valuable asset to Brown & Brown's board.

Aug 12, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

BROWN & BROWN, INC. 8-K Report, Financial Results (Jul 22, 2024)

Brown & Brown, Inc. (NYSE: BRO) reported second quarter 2024 results on July 22, 2024, showing strong top-line and profitability growth. GAAP total revenues were $1.18 billion, up 12.5% year over year, with commissions and fees up 11.4% and Organic Revenue growth of 10.0%. Income before income taxes rose 36.2% to $346 million, and the pre-tax margin expanded to 29.4% from 24.3%. Net income attributable to the company increased 35.3% to $257 million, and diluted EPS rose to $0.90 from $0.67. Adjusted diluted EPS was $0.93, up 17.7%, and EBITDAC - Adjusted rose 17.3% to $420 million with the margin improving to 35.7% from 34.2%. For the first six months of 2024, revenues were $2.44 billion (up 12.6%), Organic Revenue grew 9.3%, and diluted EPS was $1.92 (up 28.0%). Adjusted diluted EPS was $2.07, up 18.3%. Part of the reported growth is driven by acquisitions and by a gain on disposal of $31 million in the quarter, which the company excludes from its adjusted measures. Management also changed its non-GAAP definitions effective January 1, 2024: it no longer excludes foreign currency translation from adjusted EBITDAC or adjusted EPS, and it now excludes amortization of intangibles from adjusted EPS. Prior periods were recast to match, so the comparisons remain like-for-like. Investors should note that the company's CEO highlighted that all three segments delivered strong quarters. Balance sheet and cash flow data show a larger asset base, with total assets of $15.9 billion at June 30, 2024, up from $14.9 billion at year-end 2023, driven partly by higher goodwill and cash. Total debt (current plus long-term) rose to about $4.1 billion from $3.8 billion, reflecting $599 million of new long-term debt proceeds in the first half. Operating cash flow was $373 million for the six months, down from $388 million a year earlier. Cash dividends paid were $75 million. Management scheduled a conference call for July 23, 2024, at 8:00 AM EDT. This filing is a Form 8-K furnishing earnings information under Item 2.02, so the results are not deemed filed under Section 18 of the Exchange Act.

Jul 22, 2024 8-K

BROWN & BROWN, INC. 8-K Report, Material Agreement (Jun 11, 2024)

Brown & Brown, Inc. (BRO) has announced the successful completion of a $600 million issuance of 5.650% Senior Notes due 2034. The net proceeds from this offering are approximately $593.2 million, which the company intends to use primarily for redeeming its 4.2% senior notes maturing in September 2024, with any remaining funds allocated for general corporate purposes. This debt offering strengthens the company's balance sheet and strategically manages its debt maturity profile. The new notes are senior unsecured obligations and rank equally with existing senior unsecured indebtedness. While the issuance includes restrictive covenants common in such agreements, they are subject to specific exceptions. Investors should note the interest rate of 5.650% and the maturity date of June 11, 2034, with semi-annual interest payments.

Jun 11, 2024 8-K

Material AgreementsExhibits & Filings

BROWN & BROWN, INC. 8-K Report, Material Agreement (Jun 5, 2024)

Brown & Brown, Inc. (BRO) has announced a significant debt financing event through an Underwriting Agreement entered into on June 4, 2024. The company is issuing $600 million in aggregate principal amount of 5.650% Senior Notes due 2034. This offering, made under the company's existing shelf registration statement, is a strategic move to manage its debt obligations and fund general corporate purposes. The primary stated use of the net proceeds is to redeem its outstanding 4.2% Senior Notes due September 2024. This refinancing indicates a proactive approach to managing its cost of debt, potentially benefiting from current market conditions to secure longer-term financing at a fixed rate. Investors should note the expected closing date for the note sale is June 11, 2024.

Jun 5, 2024 8-K

Shareholder Matters

BROWN & BROWN, INC. 8-K Report, Shareholder Vote Results (May 10, 2024)

Brown & Brown, Inc. (BRO) filed an 8-K on May 10, 2024, detailing the outcomes of its Annual Meeting of Shareholders held on May 8, 2024. The meeting saw overwhelming shareholder support for the re-election of all 14 director nominees, with each receiving a significant majority of votes cast. Additionally, shareholders overwhelmingly ratified the appointment of Deloitte & Touche LLP as the company's independent registered public accountants for the upcoming fiscal year. The advisory vote on executive compensation also received strong approval, indicating shareholder confidence in the company's leadership and financial oversight. Overall, the results suggest a stable and supportive shareholder base, with high participation and affirmative voting on key governance matters. The strong endorsement of the board and auditor, coupled with the positive advisory vote on executive pay, indicates continued trust in Brown & Brown's strategic direction and management effectiveness.

May 10, 2024 8-K

BROWN & BROWN, INC. 8-K Report, Financial Results (Apr 22, 2024)

Brown & Brown, Inc. (NYSE: BRO) reported first quarter 2024 results on April 22, 2024, with GAAP total revenues of $1,258 million, up 12.7% year over year (from $1,116 million), and Organic Revenue growth of 8.6%. Net income attributable to the company rose 24.2% to $293 million, and diluted EPS increased 22.9% to $1.02. Income before income taxes grew 23.8% to $364 million, with pre-tax margin expanding to 28.9% from 26.3%. Management highlighted strong organic growth and margin expansion as the basis for a "very pleased" start to the year. On non-GAAP measures, EBITDAC - Adjusted rose 17.1% to $466 million, with margin up to 37.0% from 35.7%, and Diluted Net Income Per Share - Adjusted increased 18.8% to $1.14. Note that the company changed its non-GAAP definitions effective January 1, 2024: it no longer excludes foreign currency translation from EBITDAC - Adjusted or Adjusted EPS, and it now excludes amortization of intangibles from Adjusted EPS. Prior periods were recast on the same basis, so comparisons are consistent, but investors should be aware the 2024 adjusted figures are not directly comparable to previously published adjusted figures. Balance sheet and cash flow items warrant attention. Operating cash flow was only $13 million in Q1 2024 versus $60 million a year earlier, and total debt rose in the current portion to $875 million (from $569 million), while cash fell to $581 million. Cash used for acquisitions was $76 million, and the company borrowed $150 million on revolving credit facilities, repaying $50 million. The Board declared a regular quarterly dividend of $0.13 per share, payable May 15, 2024, to holders of record on May 6, 2024. The company will hold an earnings call on April 23, 2024, at 8:00 AM EDT.

Apr 22, 2024 8-K

BROWN & BROWN, INC. 8-K Report, Executive Changes (Apr 11, 2024)

Brown & Brown, Inc. (BRO) announced a change to its Board of Directors with the immediate resignation of James C. Hays, effective April 9, 2024. Mr. Hays also stepped down from his role on the Board's Acquisition Committee. Importantly, the company states that Mr. Hays' resignation was not prompted by any disagreements regarding the company's operations, practices, or policies, which is a crucial detail for investors to note to avoid speculation about internal discord.

Apr 11, 2024 8-K

BROWN & BROWN, INC. 8-K Report, Regulation FD Disclosure (Apr 9, 2024)

Brown & Brown, Inc. (BRO) filed a Form 8-K on April 9, 2024, under Item 7.01 (Regulation FD) to furnish its 2024 Global Impact Report as Exhibit 99.1. The report covers fiscal year 2023 and is an environmental, social and governance (ESG) disclosure, not a financial report. The 8-K contains no financial results, guidance, or updates to reported earnings. The information is furnished rather than filed, so it is not subject to Section 18 liability and is not incorporated into Securities Act or Exchange Act filings unless specifically referenced. The report describes the company's operating footprint and human capital practices. As of December 31, 2023, Brown & Brown reported 322 domestic locations in 46 states and 177 international locations across 13 countries, with 16,000+ teammates. Highlighted metrics include a 92% teammate rating of the company as a Great Place to Work, about 60% of U.S. teammates participating in the employee stock purchase plan, and more than 20% of the company owned by teammates. Other disclosures cover a new International ESG Working Group, a DIB Advisory Council, workplace mental health certification, and governance practices such as 27% of directors being women or racially or ethnically diverse. For investors, the filing is primarily informational. It reports no material information security breaches over the last three years and no material losses from customer privacy incidents or professional integrity matters in 2023. The report explicitly states that its inclusion of information labeled material or a priority does not constitute a materiality determination under securities laws, and directs readers to the Form 10-K for material risk and financial information. Certain metrics, such as employee and customer turnover and retention rates, are not publicly disclosed.

Apr 9, 2024 8-K

Earnings & ResultsRegulation FDExhibits & Filings

BROWN & BROWN, INC. 8-K Report, Regulation FD Disclosure (Mar 4, 2024)

Brown & Brown, Inc. (BRO) furnished a 2024 Company Overview investor presentation (Exhibit 99.1) under Item 7.01 (Regulation FD) of a Form 8-K filed March 4, 2024. The filing itself contains no new financial results, guidance, or material events; it is a conference and investor-meeting deck. Per the furnished Item 7.01 language, the information is not deemed "filed" under Section 18 of the Exchange Act. The deck is best read as a summary of the company's 2023 performance and long-term strategy rather than as new news. The presentation highlights 2023 results and a durable growth profile. Brown & Brown reported roughly $4.3 billion in 2023 revenue across its Retail, Programs, and Wholesale Brokerage segments, with Retail at about 59% of revenue. The company cites approximately 16,000 teammates, operations across the U.S., Canada, U.K., Western Europe, Bermuda, and the Cayman Islands, and 2023 organic revenue growth of 7.4% in Retail, 16.1% in Programs, and 12.1% in Wholesale Brokerage. Adjusted EBITDAC margins were about 30% for Retail, 43% for Programs, and 32% for Wholesale. Management reports approximately $1 billion of 2023 operating cash flow, up 15% year over year, and about $700 million of cash on the balance sheet at year-end 2023. For investors, the key points are the company's acquisition-led growth model (more than 640 acquisitions since 1993), its leverage targets (net debt to EBITDAC of 0 to 2.5x, total debt to EBITDAC of 0 to 3.0x), and its 10-year capital deployment, which totaled about $8.5 billion, mostly for acquisitions. The deck also notes accounting definition changes effective January 1, 2024: foreign currency translation is no longer excluded from adjusted EBITDAC and adjusted EPS, and amortization of intangibles is now excluded from adjusted diluted EPS. Investors comparing historical adjusted metrics should account for these changes. Readers should also note that the presentation is promotional in nature and relies on non-GAAP measures and peer comparisons prepared by the company, so it should be validated against the audited financial statements in the company's 10-K.

Mar 4, 2024 8-K

BROWN & BROWN, INC. 8-K Report, Financial Results (Mar 1, 2024)

Brown & Brown's March 1, 2024 Form 8-K, furnished under Items 2.02 and 7.01, reorganizes the company's reporting from four segments to three effective fiscal 2024: Retail, Programs, and Wholesale Brokerage. The Services segment is eliminated because of divestitures completed in Q4 2023, and its ongoing operations were folded into Retail. Exhibit 99.1 provides unaudited segment data recast to the new structure for FY2023 by quarter and for FY2019 through FY2023. The company states the change has no effect on previously reported consolidated financial statements. This is a presentation change, not a change to consolidated results. The recast data show FY2023 consolidated revenue of $4,257 million, up from $3,573 million in FY2022, and income before income taxes of $1,146 million, up from $876 million. Retail generated $2,508 million in revenue and $537 million in pre-tax income. Programs, which absorbed the divested MGU-related businesses, generated $1,173 million in revenue and $551 million in pre-tax income. Wholesale Brokerage generated $541 million in revenue and $126 million in pre-tax income. Pre-tax income is heavily influenced by one-time items: FY2023 includes about $143 million of net gains on disposal, roughly $141 million of which sits in Programs and was recorded largely in Q4 2023 (about $135 million). Excluding these gains, underlying pre-tax income is considerably lower than the reported figure, so investors should look past the headline profit growth. For investors, the key takeaways are that the new three-segment structure is the basis for reporting from 2024 onward, that the filing provides a comparable historical baseline, and that the 2023 profit figures contain large divestiture gains. Period-over-period comparisons should be read carefully against the 10-K and the 2023 10-Qs, which the filing says should be used alongside this exhibit. The company also notes it did not operate under the realigned structure in any of the historical periods presented.

Mar 1, 2024 8-K

BROWN & BROWN, INC. 8-K Report, Executive Changes (Feb 21, 2024)

Brown & Brown, Inc. (BRO) has disclosed details regarding its 2024 annual cash incentive plan for certain executive officers, including named executive officers. The plan, adopted by the Compensation Committee on February 19, 2024, outlines how a portion of executive compensation will be tied to company performance and individual objectives throughout the year. This aligns executive interests with key financial and operational goals, providing a framework for potential incentive payouts. The incentive is structured into three components, each carrying specific weight: 40% is linked to organic revenue growth targets (company-wide or segment-specific), 40% to the adjusted EBITDAC margin performance, and 20% to the achievement of personal objectives. Each component allows for payouts ranging from 0% to 200% of the executive's target incentive, offering flexibility and significant upside potential based on performance. The filing also specifies the target cash incentive amounts for several key executives, such as J. Powell Brown at $3,750,000.

Feb 21, 2024 8-K

BROWN & BROWN, INC. 8-K Report, Financial Results (Jan 23, 2024)

Brown & Brown (BRO) reported unaudited fourth-quarter and full-year 2023 results that were strong on the top line but heavily inflated on a GAAP basis by one-time gains. Total GAAP revenue for Q4 rose 13.8% to $1,026.2 million, and full-year revenue rose 19.1% to $4,257.1 million, crossing the company's $4 billion intermediate goal. Organic Revenue, the best gauge of underlying growth, rose 7.7% in Q4 and 10.2% for the year, with the full-year figure reflecting strong organic momentum in the core brokerage business. Profitability is harder to read than the headline numbers suggest. Q4 GAAP diluted EPS of $0.94 and net income of $268.6 million include a $134.4 million gain on disposal tied to the sale of certain third-party administrator businesses. Excluding this and other adjustments, Q4 Diluted EPS - Adjusted was $0.58, up 16.0%, and full-year adjusted EPS was $2.81, up 23.2%. Adjusted EBITDAC margin for Q4 was 31.0%, slightly down from 31.4% a year earlier, while the full-year adjusted margin improved to 33.9% from 32.7%. Investors should focus on adjusted and organic metrics, as the GAAP margin expansion is largely driven by the divestiture gain. The company also announced a reorganization of its reporting structure, moving from four segments to three beginning in 2024: Retail, Programs and Wholesale Brokerage. This follows the Q4 divestitures within the Services segment. Management set a new goal of reaching $8 billion in revenue. The release includes a caveat that final audited results could differ from these preliminary numbers, so the filing should be read alongside the forthcoming annual report.

Jan 23, 2024 8-K

BROWN & BROWN, INC. 8-K Report, Executive Changes (Jan 17, 2024)

Brown & Brown, Inc. (BRO) announced a strategic expansion of its Board of Directors, increasing its size to 15 members with the appointment of Kathleen A. Savio. Ms. Savio brings a wealth of experience from her extensive career at Zurich Insurance Group, where she held significant leadership roles including Chief Executive Officer of Zurich North America and Chief Transformation Officer. Her appointment is effective immediately, and her initial term as a director will conclude at the 2024 Annual Meeting of Shareholders. This move signals the company's commitment to strengthening its governance and leveraging diverse industry expertise at the highest level. While Ms. Savio's committee assignments are pending future determination, her compensation will align with the company's standard policy for non-employee directors. The filing confirms no undisclosed arrangements or material interest conflicts associated with her appointment, providing transparency for investors. Ms. Savio's deep operational and strategic background, particularly in the insurance sector, is expected to be a valuable asset as Brown & Brown continues to navigate its growth and development strategies.

Jan 17, 2024 8-K

BROWN & BROWN, INC. 8-K Report, Financial Results (Oct 23, 2023)

Brown & Brown, Inc. (NYSE: BRO) reported unaudited third quarter 2023 results on October 23, 2023, with GAAP total revenues of $1,067.7 million, up 15.1% year over year, and Organic Revenue growth of 9.6%. GAAP net income was $175.9 million (up 9.2%), and diluted EPS was $0.62 (up 8.8%). Diluted Net Income Per Share - Adjusted rose 42.0% to $0.71, and EBITDAC - Adjusted grew 27.0% to $370.3 million, with EBITDAC Margin - Adjusted expanding to 34.7% from 31.2%. Management highlighted strong net new business production as the driver of organic growth, with Organic Revenue growth above 11% for the nine months ended September 30, 2023. The quarter's profitability picture is mixed beneath the headline numbers. Income before income taxes grew only 11.1% to $242.3 million, and its margin compressed to 22.7% from 23.5%, reflecting higher interest expense ($47.5 million, up from $41.5 million), amortization, and a $29.9 million charge for changes in estimated acquisition earn-out payables. The adjusted metrics exclude that earn-out charge and other items, so investors should weigh the adjusted growth rates against the GAAP figures. Revenue growth was also supported by acquisitions, which contributed $22.0 million of core commissions in the quarter and $243.9 million year to date. For the nine months, GAAP revenues reached $3,230.9 million (up 20.9%), net income was $601.8 million, and diluted EPS was $2.11. The balance sheet shows goodwill rising to $6,845.6 million and long-term debt declining to $3,144.6 million, with $562.5 million classified as current. Net cash from operating activities was $704.1 million for the nine months. The filing is a press release furnished under Item 2.02 and is not deemed filed under the Exchange Act; the company also noted that its final Q3 results could differ from these preliminary unaudited figures.

Oct 23, 2023 8-K

BROWN & BROWN, INC. 8-K Report, Regulation FD Disclosure (Sep 14, 2023)

Brown & Brown, Inc. (BRO) furnished slides for its Investor Day held on September 14, 2023 as Exhibit 99.1 to this Form 8-K, under Regulation FD (Item 7.01). The filing itself contains no new financial results, guidance changes, or material events; it is a presentation disclosure. The audio replay is archived on the company's website for 14 days, and the information is furnished rather than filed, so it is not subject to Section 18 liability. The presentation reinforces the company's long-term profile: 2022 revenue of roughly $3.6B, a 10-year revenue CAGR of about 12% and diluted EPS (adjusted post-FX) CAGR of about 14%, a 10-year free cash flow conversion profile near 24-25%, and EBITDAC margin (adjusted post-FX) averaging about 31-32%. The company cites $881M of 2022 operating cash flow, $650M of year-end 2022 cash, an undrawn $800M revolver, and target leverage bands of 0-2.5x Net Debt/EBITDAC and 0-3.0x Total Debt/EBITDAC. Segment data shows Retail as the largest contributor (about 58% of 2022 revenue), with Wholesale Brokerage, National Programs and Services as smaller contributors; Services was the weakest segment, with negative organic growth in 2022. Forward-looking items to note include the pending Kentro Capital (Nexus Underwriting and Xenia Broking) acquisition, expected to close in Q4 2023, and continued expansion of Brown & Brown Europe. Investors should treat the presentation's non-GAAP metrics (Organic Revenue, EBITDAC, and the post-FX adjusted measures) as company-defined and not directly comparable to peers, and should review the reconciliations in the presentation and in the company's periodic SEC filings.

Sep 14, 2023 8-K

Exhibits & Filings

BROWN & BROWN, INC. 8-K Report, Exhibit Filing (Jul 24, 2023)

Brown & Brown, Inc. (NYSE: BRO) reported unaudited second-quarter 2023 results on July 24, 2023, with GAAP total revenues of $1,047.3 million, up 24.7% year over year, and commissions and fees up 23.5%. Organic Revenue growth was 11.2%, a notable indicator of the underlying business excluding acquisitions, dispositions and currency effects. Net income rose 31.1% to $190.4 million, and diluted EPS increased 31.4% to $0.67. Adjusted diluted EPS was $0.68, up 33.3%, and EBITDAC - Adjusted reached $358.4 million, a 34.2% margin, up from 32.7% a year earlier. For the first half of 2023, revenues were $2,163.3 million (up 24.0%), with Organic Revenue growth of 11.9% and diluted EPS of $1.50 (up 16.3%). Growth was heavily supported by acquisitions, which contributed $108.0 million of quarterly commissions and fees, and the company's balance sheet expanded with goodwill rising to $6,865.1 million. Operating leverage was evident, as EBITDAC margin expanded despite higher employee compensation and interest expense, which rose to $47.9 million in the quarter from $36.0 million. Investors should weigh the strong headline growth against its heavy acquisition component and rising interest costs. Management characterized the quarter as another strong, profitable period with momentum into the second half. The company also noted a one-time $11.0 million nonrecurring cost in Q1 2023, which it excluded from adjusted metrics, and the filing includes forward-looking risk disclosures tied to acquisitions, insurer capacity and the interest rate environment.

Jul 24, 2023 8-K

BROWN & BROWN, INC. 8-K Report, Executive Changes (Jun 15, 2023)

Brown & Brown, Inc. (BRO) announced a strategic expansion of its Board of Directors on June 13, 2023. The size of the Board has been increased from 12 to 14 members with the immediate appointment of two new directors: Paul J. Krump and Bronislaw E. Masojada. Both appointees bring extensive experience from leadership roles in major global insurance companies, including Chubb Limited and Hiscox Group, respectively. These appointments are significant as they add considerable industry expertise to Brown & Brown's governance. Mr. Krump, formerly Vice Chairman at Chubb, and Mr. Masojada, former CEO of Hiscox and former Deputy Chairman of Lloyd's of London, are expected to contribute to the company's strategic direction and oversight. The new directors have also been assigned to key board committees, with both joining the Audit Committee, and Mr. Krump also joining the Acquisition Committee, while Mr. Masojada will serve on the Compensation Committee. Their terms will expire at the 2024 Annual Meeting of Shareholders.

Jun 15, 2023 8-K

Shareholder Matters

BROWN & BROWN, INC. 8-K Report, Shareholder Vote Results (May 5, 2023)

BROWN & BROWN, INC. (BRO) filed an 8-K on May 5, 2023, detailing the results of its Annual Meeting of Shareholders held on May 3, 2023. The meeting saw strong shareholder participation, with approximately 92% of outstanding shares represented, constituting a quorum. All director nominees were elected to serve until the next annual meeting, with significant "For" votes across the board, indicating continued board support. Additionally, shareholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accountants for the fiscal year ending December 31, 2023, and approved, on an advisory basis, the compensation of Named Executive Officers. A key outcome of the meeting was the advisory vote on executive compensation frequency. Shareholders overwhelmingly favored an annual "Say-on-Pay" vote, with the Board of Directors subsequently confirming that the compensation vote will continue to occur on an annual basis. This demonstrates a preference for regular shareholder input on executive remuneration.

May 5, 2023 8-K

BROWN & BROWN, INC. 8-K Report, Financial Results (Apr 25, 2023)

Brown & Brown, Inc. (NYSE: BRO) reported first quarter 2023 results (filed under Item 2.02 on April 25, 2023, with the press release dated April 24, 2023) showing strong top-line growth. GAAP total revenues rose 23.4% to $1,116.0 million, with commissions and fees up 22.5% and Organic Revenue up 12.6%. The growth was driven substantially by acquisitions: $113.9 million of commissions and fees came from acquired businesses, while Organic Revenue growth of 12.6% is the cleaner read on the underlying business. Management called the quarter an outstanding start to the year. Profitability grew more modestly than revenue. Income before income taxes increased 11.0% to $294.2 million, but pre-tax margin compressed to 26.4% from 29.3%, reflecting higher interest expense (up to $46.7 million from $18.3 million) and amortization from acquisitions. Net income rose 6.9% to $235.5 million, and diluted EPS was $0.83, up 7.8%. Diluted EPS - Adjusted was $0.84, up 7.7%, after excluding a roughly $11.0 million nonrecurring cost to resolve a business matter. EBITDAC - Adjusted rose 23.2% to $398.2 million with a stable 35.7% margin. The balance sheet shows a sharp drop in reinsurance recoverables (to $142.7 million from $831.0 million) and losses and loss adjustment reserves (to $154.1 million from $841.1 million), reflecting the reporting dynamics of its captive insurance facilities rather than an operating change. Goodwill rose to $6.73 billion, and shareholders' equity reached $4.85 billion. Operating cash flow was $59.8 million, down from $103.6 million a year earlier. The company also declared a quarterly dividend of $0.1150 per share, payable May 17, 2023.

Apr 25, 2023 8-K

BROWN & BROWN, INC. 8-K Report, Regulation FD Disclosure (Mar 22, 2023)

On March 22, 2023, Brown & Brown, Inc. (BRO) furnished its 2023 Environmental, Social and Governance (ESG) Report as Exhibit 99.1 to a Form 8-K, under Item 7.01 (Regulation FD Disclosure). The filing is informational rather than financial: it contains no earnings, guidance, transactions, or restatements. The report covers fiscal year 2022 and was prepared with reference to the SASB Professional & Commercial Services and Insurance standards. Per the filing, the report was not subject to external third-party assurance, and it states that labels such as "material" or "priority" should not be read as securities-law materiality determinations. Investors should refer to the Form 10-K for financial materiality. The report highlights a workforce of about 15,000+ teammates, with 93% reporting that Brown & Brown is a Great Place to Work, and it reports no material information security breaches over the last three years. It also notes no material losses or legal proceedings tied to customer privacy or professional integrity in 2022. Governance disclosures describe a Board Nominating/Corporate Governance Committee that oversees ESG, an executive ESG Leadership Committee formed in 2021, and an Audit Committee that receives quarterly cybersecurity reporting. Several SASB metrics are not publicly disclosed, including employee turnover rates and customer retention rates, which management says it may consider disclosing in future reports. For investors, the report is primarily a reputational and disclosure-practice document. It provides useful context on human capital, culture, and governance practices, and it signals a formalized commitment to ESG reporting. It does not quantify climate-related financial risk or emissions, and it describes the company's environmental practices qualitatively, with some initiatives characterized as aspirational. Investors evaluating BRO's financial outlook should rely on the company's SEC periodic reports rather than this voluntary sustainability document.

Mar 22, 2023 8-K

BROWN & BROWN, INC. 8-K Report, Regulation FD Disclosure (Mar 6, 2023)

Brown & Brown, Inc. (NYSE: BRO) furnished a 2023 Company Overview presentation as Exhibit 99.1 to a Form 8-K filed March 6, 2023, under Regulation FD (Item 7.01). The document is an investor-relations deck rather than a financial results release, so it contains no new GAAP earnings, guidance, or balance sheet disclosures for a specific period. Its key content is a recap of fiscal 2022: annual revenue of approximately $3.6 billion, 15,000+ teammates, a diversified four-segment model (Retail at 58% of revenue, National Programs, Wholesale Brokerage, and Services), and the 2022 acquisition of Global Risk Partners (GRP). Management highlighted 2022 Organic Revenue growth by segment (Retail 6.5%, National Programs 15.7%, Wholesale Brokerage 7.6%, Services -2.9%) and EBITDAC margins (Retail 30.9%, National Programs 40.2%, Wholesale 32.1%, Services 19.1%). The presentation emphasizes financial strength: 2022 cash flow from operations of $881 million (up 9%), $650 million of cash on the balance sheet, an undrawn $800 million revolving credit facility, and a leverage target of 0-2.5x Net Debt to EBITDAC. Long-term 10-year capital deployment totaled $8.0 billion (of which $6.0 billion went to acquisitions), against $5.7 billion of cash generated. Ten-year CAGRs were 13.2% for operating cash flow and 13.7% for adjusted diluted EPS, and five-year revenue growth was 14% CAGR. Total shareholder return for 2022 was (18.4%) for the one-year period versus (18.5%) for the S&P 500, while the five-year figure was 131.1% versus 52.8%. For investors, the deck positions Brown & Brown as a consistent compounder with industry-leading margins and cash conversion, while noting management's expectation that economic conditions and premium rate increases would moderate in 2023. Much of the material relies on non-GAAP measures (Organic Revenue, EBITDAC, Adjusted Post-FX EPS), so investors should reconcile these to GAAP figures in the company's periodic SEC filings. The filing itself is a presentation for analyst and investor meetings and is expressly not deemed 'filed' under Section 18 of the Exchange Act.

Mar 6, 2023 8-K