Why did Brown & Brown file this 8-K/A?

To satisfy its undertaking under Item 9.01 of Form 8-K to file the financial statements of the acquired business and pro forma financial information for its August 1, 2025 acquisition of RSC Topco, which the original 8-K did not include.

How did RSC perform financially before the acquisition?

RSC grew revenue about 18% to $1.64 billion in 2024, but its net loss widened to $368.5 million, driven largely by $474 million of interest expense and a $188 million non-cash fair value charge on deferred purchase consideration. Q1 2025 showed a similar pattern, with revenue of $430.6 million and a net loss of $97.3 million.

What is the financial impact on Brown & Brown's earnings per share?

On a pro forma basis, FY2024 diluted EPS would be $2.36 versus $3.46 reported standalone, and Q1 2025 diluted EPS would be $0.92 versus $1.15. The decline reflects the roughly 50 million new shares issued and the acquisition's added interest and amortization costs, before any synergies.

How was the acquisition financed?

The roughly $8.3 billion cash component was funded by about $4.3 billion of net proceeds from a follow-on common stock offering and $4.2 billion of senior unsecured notes at a weighted average rate of about 5.37%, with the remainder from existing sources. About $629 million of Brown & Brown stock was issued to RSC stockholders, and a $676 million escrow holdback was also recorded.

Are these purchase accounting figures final?

No. The pro forma purchase price allocation, including goodwill of about $6.57 billion and intangible assets of about $3.23 billion, is preliminary and based on provisional valuations. Brown & Brown has up to one year from closing to finalize fair values, so amounts could change materially, particularly the amortization expense.

BRO 8-K SEC Disclosure

01—Abstract

Summary

Summary of the 8-K/A filed October 9, 2025. Cited figures are marked; the original filing is the authoritative source.

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^a 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^b 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^c (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.

02—Key points

Key Highlights

Amendment No. 1 to the August 2025 8-K completes the required Item 9.01 disclosures for the RSC Topco acquisition, closed August 1, 2025, adding audited FY2024/2023 and unaudited Q1 2025 target financials plus pro forma information.
RSC generated $1.64 billion revenue in 2024 (up ~18% YoY) and $430.6 million in Q1 2025 (up ~18% YoY), but reported a 2024 net loss of $368.5 million and a Q1 2025 net loss of $97.3 million.
Target's balance sheet is highly leveraged: $4.7 billion of debt at March 31, 2025, mostly floating-rate Unitrust borrowings at ~9.05% weighted average, and negative shareholders' equity of $327 million.
Total consideration of about $9.6 billion comprised ~$8.3 billion cash, ~$629 million of Brown & Brown stock, and a $676 million escrow holdback, funded by ~$4.3 billion of common equity and $4.2 billion of senior notes at ~5.37%.
Pro forma FY2024 net income attributable to the company is ~$796 million (diluted EPS $2.36, vs. $3.46 standalone), and pro forma Q1 2025 net income is ~$313 million (diluted EPS $0.92, vs. $1.15 standalone), reflecting dilution from new shares and higher interest and amortization.
Purchase accounting is preliminary: goodwill of ~$6.57 billion and ~$3.23 billion of amortizable intangibles are subject to change, and pro forma figures exclude synergies and ~$50 million of one-time transaction costs.
The 8-K/A is a disclosure-completion filing with no new strategic announcements; the ongoing focus for investors is integration, deleveraging, and the final purchase price allocation.

03—Questions

Frequently Asked Questions

Why did Brown & Brown file this 8-K/A?
To satisfy its undertaking under Item 9.01 of Form 8-K to file the financial statements of the acquired business and pro forma financial information for its August 1, 2025 acquisition of RSC Topco, which the original 8-K did not include.
How did RSC perform financially before the acquisition?
RSC grew revenue about 18% to $1.64 billion in 2024, but its net loss widened to $368.5 million, driven largely by $474 million of interest expense and a $188 million non-cash fair value charge on deferred purchase consideration. Q1 2025 showed a similar pattern, with revenue of $430.6 million and a net loss of $97.3 million.
What is the financial impact on Brown & Brown's earnings per share?
On a pro forma basis, FY2024 diluted EPS would be $2.36 versus $3.46 reported standalone, and Q1 2025 diluted EPS would be $0.92 versus $1.15. The decline reflects the roughly 50 million new shares issued and the acquisition's added interest and amortization costs, before any synergies.
How was the acquisition financed?
The roughly $8.3 billion cash component was funded by about $4.3 billion of net proceeds from a follow-on common stock offering and $4.2 billion of senior unsecured notes at a weighted average rate of about 5.37%, with the remainder from existing sources. About $629 million of Brown & Brown stock was issued to RSC stockholders, and a $676 million escrow holdback was also recorded.
Are these purchase accounting figures final?
No. The pro forma purchase price allocation, including goodwill of about $6.57 billion and intangible assets of about $3.23 billion, is preliminary and based on provisional valuations. Brown & Brown has up to one year from closing to finalize fair values, so amounts could change materially, particularly the amortization expense.

04—Continue

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