Does this 8-K change Brown & Brown's reported consolidated financial results?

No. The filing states the segment reorganization does not affect previously reported consolidated statements of income, balance sheets, cash flows, comprehensive income, or shareholders' equity. The new segment data are supplemental and unaudited.

Why is Brown & Brown reorganizing its segments?

The company is consolidating its Programs and Wholesale Brokerage segments into Specialty Distribution after its acquisition of RSC Topco, Inc., the holding company for Accession Risk Management Group, Inc. The filing does not elaborate beyond this, so the strategic rationale should be checked against the company's earnings communications.

How large is each new segment?

In 2024, Retail had $2,729 million of revenue and $602 million of pre-tax income, and Specialty Distribution had $2,016 million of revenue and $778 million of pre-tax income. Specialty Distribution contributed more pre-tax income despite lower revenue, reflecting a different cost structure.

What do the 2025 figures show about performance?

Revenue grew in both Q1 and Q2 2025 on a year-over-year basis, with consolidated revenue up about 12% in Q1 and about 9% in Q2. Q2 pre-tax income declined to $311 million from $346 million, mainly because the Other segment's loss increased to $49 million from $13 million. Specialty Distribution pre-tax income rose slightly, and Retail pre-tax income was roughly flat.

Is the segment information audited, and where should investors look for more context?

The segment information in Exhibit 99.1 is explicitly unaudited. It should be read together with Brown & Brown's 10-K filings for fiscal years 2020 through 2024 and 10-Q filings for the quarters through June 30, 2025, which contain the audited financials and management discussion.

BRO 8-K: Earnings & Results & Regulation FD

01—Abstract

Summary

Summary of the 8-K filed August 22, 2025. Cited figures are marked; the original filing is the authoritative source.

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^a 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^b 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^c 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.

02—Key points

Key Highlights

Segment reorganization effective July 1, 2025: Programs and Wholesale Brokerage merge into a new Specialty Distribution segment, leaving two reportable segments, Retail and Specialty Distribution, starting in Q3 2025.
The reorganization follows Brown & Brown's acquisition of RSC Topco, Inc., the holding company for Accession Risk Management Group, Inc., announced June 10, 2025.
Recast 2024 figures: Retail revenue of $2,729 million and pre-tax income of $602 million; Specialty Distribution revenue of $2,016 million and pre-tax income of $778 million; consolidated revenue of $4,805 million and pre-tax income of $1,303 million.
Q2 2025 consolidated revenue rose about 9% year over year to $1,285 million, while Q2 pre-tax income fell about 10% to $311 million, driven mainly by a wider loss in the Other segment.
Q1 2025 consolidated revenue rose about 12% to $1,404 million, and pre-tax income rose about 17% to $427 million.
The recast does not change previously reported consolidated financial statements; the data are unaudited and supplemental, to be read with the 10-K and 10-Q filings.
Exhibit 99.1 provides segment detail for each full year from 2020 to 2024 and for quarters from Q1 2024 through Q2 2025, giving investors a longer history on the new basis.

03—Questions

Frequently Asked Questions

Does this 8-K change Brown & Brown's reported consolidated financial results?
No. The filing states the segment reorganization does not affect previously reported consolidated statements of income, balance sheets, cash flows, comprehensive income, or shareholders' equity. The new segment data are supplemental and unaudited.
Why is Brown & Brown reorganizing its segments?
The company is consolidating its Programs and Wholesale Brokerage segments into Specialty Distribution after its acquisition of RSC Topco, Inc., the holding company for Accession Risk Management Group, Inc. The filing does not elaborate beyond this, so the strategic rationale should be checked against the company's earnings communications.
How large is each new segment?
In 2024, Retail had $2,729 million of revenue and $602 million of pre-tax income, and Specialty Distribution had $2,016 million of revenue and $778 million of pre-tax income. Specialty Distribution contributed more pre-tax income despite lower revenue, reflecting a different cost structure.
What do the 2025 figures show about performance?
Revenue grew in both Q1 and Q2 2025 on a year-over-year basis, with consolidated revenue up about 12% in Q1 and about 9% in Q2. Q2 pre-tax income declined to $311 million from $346 million, mainly because the Other segment's loss increased to $49 million from $13 million. Specialty Distribution pre-tax income rose slightly, and Retail pre-tax income was roughly flat.
Is the segment information audited, and where should investors look for more context?
The segment information in Exhibit 99.1 is explicitly unaudited. It should be read together with Brown & Brown's 10-K filings for fiscal years 2020 through 2024 and 10-Q filings for the quarters through June 30, 2025, which contain the audited financials and management discussion.

04—Continue

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