8-KAcquisitions & DispositionsSecurities & ListingRegulation FD+1

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

Filed August 5, 2025For Securities:BRO

Summary

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.

Key Highlights

  • 1Brown & Brown, Inc. completed the acquisition of RSC Topco, Inc. (RSC) on August 1, 2025.
  • 2The net merger consideration paid was approximately $4.7 billion.
  • 3The consideration consisted of approximately $3.5 billion in cash and $1.2 billion in Brown & Brown common stock.
  • 4The common stock portion was valued based on a $110.57 per share price from June 6, 2025.
  • 5RSC operates as a North American insurance distribution platform, including the Risk Strategies and One80 Intermediaries brands.
  • 6A portion of the common stock issued is subject to a five-year lock-up agreement with staggered releases.
  • 7Required financial statements and pro forma information will be filed in an amendment to this 8-K.

Frequently Asked Questions

The acquisition of RSC is strategically important as it significantly expands Brown & Brown's presence in the North American specialty insurance and risk management market, particularly through the integration of well-established brands like Risk Strategies and One80 Intermediaries. This move is expected to enhance the company's growth trajectory and competitive positioning within its industry.

The aggregate purchase price for RSC was $9.825 billion, with the net merger consideration paid at closing estimated at approximately $4.7 billion after customary post-closing adjustments. This net consideration was comprised of approximately $3.5 billion in cash and $1.2 billion in Brown & Brown's common stock. The stock's value was determined using a price of $110.57 per share as of June 6, 2025.

A portion of the common stock issued to RSC equityholders is subject to a five-year lock-up agreement. This agreement restricts the sale, pledge, or other disposition of these shares, with releases scheduled over time: 20% on the second, third, and fourth anniversaries of issuance, and the remaining 40% on the fifth anniversary. This is intended to ensure alignment and mitigate immediate selling pressure on the stock.

Detailed financial statements of RSC and pro forma financial information reflecting the combined entities will be filed by Brown & Brown in an amendment to this Form 8-K. This amendment is required to be filed no later than 71 calendar days after the initial filing date of this report.