How did Brown & Brown perform in Q2 2025 on a GAAP basis?

Revenue grew 9.1% to $1.285 billion, but income before income taxes fell 10.1% to $311 million, net income attributable to the Company fell 10.1% to $231 million, and diluted EPS dropped 13.3% to $0.78. Higher compensation, other operating expenses and amortization, plus the absence of a prior-year $31 million disposal gain, drove the decline.

Why did adjusted EPS rise while GAAP EPS fell?

Diluted EPS - Adjusted excludes the after-tax impact of changes in estimated acquisition earn-out payables, gains or losses on disposals, acquisition and integration costs, and amortization of intangibles. Q2 2025 included $37 million of pre-tax acquisition and integration costs and amortization of $50 million, both excluded from the adjusted measure, so adjusted EPS rose 10.8% to $1.03 even as GAAP EPS declined.

How much of the revenue growth was organic?

Organic Revenue grew 3.6% in Q2 2025 (to $1.162 billion) and 5.1% for the first six months. The remainder of the 9.1% headline growth came mainly from acquisitions, which contributed about $42 million in the quarter, along with foreign currency translation and other factors.

What do the June 2025 financing transactions mean for investors?

Brown & Brown raised about $4.3 billion of net proceeds from common stock and $4.2 billion from new long-term debt, bringing cash to $8.9 billion and long-term debt to $7.5 billion. The funds are being held in preparation for the pending acquisition of RSC Topco (Accession). The company is now much more leveraged, and its per-share results will reflect roughly 15% more shares outstanding, while the deal's success depends on completing the transaction and integrating the business.

Are these results final, and when is the next update?

No. The press release describes the results as unaudited and warns that the company's final financial results for Q2 2025 could differ from the preliminary numbers presented. Management is scheduled to discuss the quarter on a conference call on July 29, 2025, at 8:00 AM EDT, with a webcast and slides available on the company's Investor Relations site.

BRO 8-K: Earnings & Results

01—Abstract

Summary

Summary of the 8-K filed July 28, 2025. Cited figures are marked; the original filing is the authoritative source.

Brown & Brown reported second-quarter 2025 results with total revenues of $1.285 billion^a, 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^b, 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^c, 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^d 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.

02—Key points

Key Highlights

Q2 2025 total revenues of $1.285 billion, up 9.1%; commissions and fees up 8.2%; Organic Revenue up 3.6% to $1.162 billion
GAAP diluted EPS fell 13.3% to $0.78 and net income attributable to the Company fell 10.1% to $231 million, while Diluted EPS - Adjusted rose 10.8% to $1.03
Income before income taxes fell 10.1% to $311 million; pre-tax margin dropped to 24.2% from 29.4%, partly reflecting the prior-year $31 million gain on disposal
EBITDAC - Adjusted rose 12.1% to $471 million, with the margin expanding to 36.7% from 35.7%; about $13 million of the benefit came from interest income on June 2025 financing proceeds
First-half 2025 revenue of $2.7 billion (up 10.4%), Organic Revenue growth of 5.1%, and Diluted EPS - Adjusted of $2.32 (up 12.1%)
Balance sheet transformed by June 2025 financing: cash rose to $8.9 billion, long-term debt to $7.5 billion, and total equity to $11.6 billion, with shares outstanding up to 330 million from 286 million
Pending acquisition of RSC Topco, Inc. (Accession) introduces transaction, financing, integration and underwriting risks; Q2 results are preliminary and unaudited

03—Questions

Frequently Asked Questions

How did Brown & Brown perform in Q2 2025 on a GAAP basis?
Revenue grew 9.1% to $1.285 billion, but income before income taxes fell 10.1% to $311 million, net income attributable to the Company fell 10.1% to $231 million, and diluted EPS dropped 13.3% to $0.78. Higher compensation, other operating expenses and amortization, plus the absence of a prior-year $31 million disposal gain, drove the decline.
Why did adjusted EPS rise while GAAP EPS fell?
Diluted EPS - Adjusted excludes the after-tax impact of changes in estimated acquisition earn-out payables, gains or losses on disposals, acquisition and integration costs, and amortization of intangibles. Q2 2025 included $37 million of pre-tax acquisition and integration costs and amortization of $50 million, both excluded from the adjusted measure, so adjusted EPS rose 10.8% to $1.03 even as GAAP EPS declined.
How much of the revenue growth was organic?
Organic Revenue grew 3.6% in Q2 2025 (to $1.162 billion) and 5.1% for the first six months. The remainder of the 9.1% headline growth came mainly from acquisitions, which contributed about $42 million in the quarter, along with foreign currency translation and other factors.
What do the June 2025 financing transactions mean for investors?
Brown & Brown raised about $4.3 billion of net proceeds from common stock and $4.2 billion from new long-term debt, bringing cash to $8.9 billion and long-term debt to $7.5 billion. The funds are being held in preparation for the pending acquisition of RSC Topco (Accession). The company is now much more leveraged, and its per-share results will reflect roughly 15% more shares outstanding, while the deal's success depends on completing the transaction and integrating the business.
Are these results final, and when is the next update?
No. The press release describes the results as unaudited and warns that the company's final financial results for Q2 2025 could differ from the preliminary numbers presented. Management is scheduled to discuss the quarter on a conference call on July 29, 2025, at 8:00 AM EDT, with a webcast and slides available on the company's Investor Relations site.

04—Continue

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