Why did revenue grow 35.4% if organic growth was only 3.5%?

Most of the increase came from acquisitions, primarily Accession (RSC Topco). Acquired core commissions and fees contributed about $307 million in Q3 2025, while Organic Revenue, which excludes acquisitions in their first 12 months, grew about $40 million, or 3.5%.

Why did GAAP earnings decline while adjusted earnings rose?

GAAP results absorbed higher amortization of acquired intangibles, interest expense on new debt, and acquisition/integration costs, plus a mark-to-market escrow charge. Adjusted diluted EPS excludes amortization, acquisition costs, earn-out payable changes and escrow mark-to-market, so it presents a higher figure. Investors should weigh both measures, since the adjustments are recurring in an acquisitive business.

How much did the balance sheet change because of the Accession acquisition?

Goodwill rose to $14.9 billion from $8.0 billion at year-end 2024, amortizable intangibles rose to $5.0 billion from $1.8 billion, and long-term debt rose to $7.7 billion from $3.6 billion. Shares outstanding increased to 337 million from 286 million, and total equity more than doubled to $12.4 billion.

Is the interest income boosting EBITDAC a lasting benefit?

No. The company says the roughly $29 million in Q3 (and $42 million year-to-date) of interest income came from proceeds raised in June 2025 and held pending the Accession closing. That income should diminish once those funds are deployed, so it should not be treated as a recurring earnings source.

Are these results final?

Not necessarily. The results are unaudited, and the company explicitly cautioned that its final third quarter 2025 financial results may differ from the preliminary figures in the release.

BRO 8-K: Earnings & Results

01—Abstract

Summary

Summary of the 8-K filed October 27, 2025. Cited figures are marked; the original filing is the authoritative source.

Brown & Brown (BRO) reported unaudited third quarter 2025 results on October 27, 2025.

GAAP total revenues rose 35.4% to $1.6 billion^a, 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^b 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^c 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.

02—Key points

Key Highlights

GAAP total revenues of $1.6 billion, up 35.4%, with commissions and fees up 34.2%, driven largely by acquisitions rather than organic growth.
Organic Revenue grew only 3.5% in Q3 2025 (4.6% for nine months), signaling modest underlying growth ex-acquisitions.
GAAP diluted EPS fell 16.0% to $0.68 and net income attributable to the Company declined 3.0% to $227 million, while pre-tax margin compressed to 19.4% from 26.7%.
Diluted EPS - Adjusted rose 15.4% to $1.05 and EBITDAC - Adjusted rose 41.8% to $587 million (36.6% margin), though adjusted metrics exclude amortization and acquisition costs.
Q3 results include roughly $29 million of interest income on proceeds from the June 2025 equity and senior notes offering held ahead of the Accession (RSC) closing, a non-recurring boost to EBITDAC.
Goodwill nearly doubled to $14.9 billion and long-term debt more than doubled to $7.7 billion; shares outstanding rose to 337 million from 286 million.
Results are unaudited and preliminary; the company warned that final third quarter figures may differ, and a conference call is set for October 28, 2025.

03—Questions

Frequently Asked Questions

Why did revenue grow 35.4% if organic growth was only 3.5%?
Most of the increase came from acquisitions, primarily Accession (RSC Topco). Acquired core commissions and fees contributed about $307 million in Q3 2025, while Organic Revenue, which excludes acquisitions in their first 12 months, grew about $40 million, or 3.5%.
Why did GAAP earnings decline while adjusted earnings rose?
GAAP results absorbed higher amortization of acquired intangibles, interest expense on new debt, and acquisition/integration costs, plus a mark-to-market escrow charge. Adjusted diluted EPS excludes amortization, acquisition costs, earn-out payable changes and escrow mark-to-market, so it presents a higher figure. Investors should weigh both measures, since the adjustments are recurring in an acquisitive business.
How much did the balance sheet change because of the Accession acquisition?
Goodwill rose to $14.9 billion from $8.0 billion at year-end 2024, amortizable intangibles rose to $5.0 billion from $1.8 billion, and long-term debt rose to $7.7 billion from $3.6 billion. Shares outstanding increased to 337 million from 286 million, and total equity more than doubled to $12.4 billion.
Is the interest income boosting EBITDAC a lasting benefit?
No. The company says the roughly $29 million in Q3 (and $42 million year-to-date) of interest income came from proceeds raised in June 2025 and held pending the Accession closing. That income should diminish once those funds are deployed, so it should not be treated as a recurring earnings source.
Are these results final?
Not necessarily. The results are unaudited, and the company explicitly cautioned that its final third quarter 2025 financial results may differ from the preliminary figures in the release.

04—Continue

← View all 8-K filings