01—Abstract
Summary
Summary of the 8-K filed January 26, 2026. Cited figures are marked; the original filing is the authoritative source.
Brown & Brown (BRO) reported unaudited fourth-quarter and full-year 2025 results on January 26, 2026, furnished under Item 2.02 via Exhibit 99.1.
Headline GAAP figures are distorted by the Accession (RSC Topco) acquisition: Q4 total revenues rose 35.7% to $1.6 billiona, but Organic Revenue fell 2.8%, and diluted EPS of $0.59 was down 19.2% year over year. Management's preferred non-GAAP lens looks better, with Q4 Diluted EPS - Adjusted up 8.1% to $0.93 and full-year Adjusted EPS up 10.9% to $4.26. Full-year Organic Revenue grew 2.8%, and EBITDAC Margin - Adjusted expanded to 35.9% from 35.2%.
The balance sheet changed materially. Goodwill rose to $15.1 billionb from $8.0 billion, amortizable intangibles to $4.9 billion from $1.8 billion, and long-term debt to $6.9 billion from $3.6 billion. Equity grew to $12.6 billion from $6.4 billion after a roughly $4.3 billion common stock issuance.
Investing cash outflows were $7.9 billionc, largely for businesses acquired. Operating cash flow was $1.45 billion, up from $1.17 billion. Amortization expense more than tripled to $312 million for the year, which is why the company emphasizes adjusted metrics.
Investors should weigh the Organic Revenue decline in Q4 and the rising leverage and amortization load against the adjusted earnings growth. The filing also flags that the final audited numbers may differ from these preliminary unaudited figures, a caveat that matters given the complexity of the acquisition accounting. The earnings call is scheduled for January 27, 2026, at 8:00 AM EST.
02—Key points
Key Highlights
- Q4 2025 total revenues of $1.6 billion, up 35.7%, but Organic Revenue declined 2.8%, reflecting the Accession acquisition's inorganic lift masking underlying softness.
- GAAP diluted EPS fell 19.2% to $0.59 in Q4, while Diluted EPS - Adjusted rose 8.1% to $0.93; the gap reflects amortization ($0.27/share in Q4 vs. $0.13) and acquisition/integration costs.
- Full-year 2025 Organic Revenue grew 2.8% to $4.67 billion; full-year Diluted EPS - Adjusted rose 10.9% to $4.26.
- EBITDAC Margin - Adjusted expanded to 35.9% for FY2025 from 35.2%, though Q4 margin was flat at 32.9%.
- Goodwill nearly doubled to $15.1 billion and long-term debt roughly doubled to $6.9 billion, following the roughly $7.9 billion in acquisition payments and a $4.3 billion equity raise.
- Mark-to-market of escrow liability was favorable by $54 million for the year and $62 million in Q4, a non-cash item tied to share price moves that is excluded from adjusted EPS.
- Figures are unaudited and preliminary; the company warned the final results may differ, and the earnings call is on January 27, 2026.
03—Questions
Frequently Asked Questions
Why did revenue jump 35.7% if Organic Revenue declined?
The jump came mainly from the Accession acquisition, which added revenue that did not exist in the prior-year period. Organic Revenue excludes acquired revenue for the first 12 months, foreign currency effects, and divested business, so its 2.8% Q4 decline shows the underlying business shrank on a like-for-like basis.
Why is GAAP EPS down while adjusted EPS is up?
GAAP EPS was hurt by higher amortization of acquired intangibles ($0.27 per share in Q4 versus $0.13 a year earlier), higher interest expense from acquisition financing, a larger diluted share count, and acquisition/integration costs. Adjusted EPS removes amortization, integration costs, and the mark-to-market escrow effect, so it shows operating growth more favorably.
How much did leverage and dilution change?
Long-term debt rose to $6.9 billion from $3.6 billion, and the company issued about $4.3 billion of common stock. Year-end shares outstanding rose to 336 million from 286 million, and Q4 diluted weighted shares were 339 million versus 284 million a year earlier, so per-share comparisons are materially affected by the deal.
Are these numbers final?
No. The press release describes the results as unaudited and says the company's finalized fourth-quarter and full-year figures may differ from the preliminary numbers. Investors should look for the audited figures in the company's annual report on Form 10-K.
What should investors watch for next?
Key items include the January 27, 2026 earnings call, the trajectory of Organic Revenue now that Accession is in the base, the pace of integration cost reduction, whether EBITDAC margins hold after the deal, and how the company manages its higher debt load and amortization burden.
04—Continue