BRO

BROWN & BROWN, INC.

NYSE · FINANCIALS · INSURANCE AGENTS, BROKERS & SERVICE

70.53

−0.37 −0.52%

USD · close Oct 21

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MKT CAP $23.6BP/E —DIV YIELD —FCF YIELD 6.13%REV TTM $6.8B +34.2%NET INCOME $1.2B +19.8%NET DEBT $6.8B52W 54.38 – 89.20SEC XBRL · TTM TO Invalid Date

How BRO rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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+2,058

words, now 36,083

New in FY2025

We also own our office located in Somerton, England.
We lease offices at each of our other 710 locations.
We believe that our facilities are suitable and adequate for present purposes, and that the productive capacity in such facilities is substantially being utilized.
On February 10, 2026, there were 340,420,023 shares of our common stock outstanding, held by approximately 2,446 shareholders of record.
Issuances of Unregistered Securities As partial consideration for the acquisition of Poulton Associates, LLC on November 1, 2025, the Company issued 271,532 shares to the equityholders.
The issuance was made in reliance upon the following exemptions of exclusions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”): Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act Issuer Purchases of Equity Securities Under the authorizations from the Company’s board of directors, shares may be purchased from time to time, at the Company’s discretion and subject to the availability of stock, market conditions, the trading price of the stock, alternative uses for capital, the Company’s financial performance and other potential factors.
These purchases may be carried out through open-market purchases, block trades, accelerated share repurchase plans of up to $250 million each (unless otherwise approved by the board of directors), negotiated private transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Exchange Act.
On July 18, 2014, the board of directors authorized the repurchase of up to $200 million of its shares of common stock, on July 20, 2015, the board of directors authorized the repurchase of up to an additional $400 million of the Company’s outstanding common stock, and on May 1, 2019, the board of directors approved an additional repurchase authorization amount of $373 million.
On October 22, 2025, the board of directors approved an additional $1,251 million increase to our existing share repurchase authorization, bringing the total remaining repurchase capacity at that time to approximately $1,500 million of the Company's outstanding common stock.
During 2025, the Company repurchased 1,255,970 shares at an average price per share of $79.62 for a total cost of $100 million.
At December 31, 2025, the remaining amount authorized by the board of directors for share repurchases was $1,400 million.
Under the authorized repurchase programs, the Company has repurchased approximately 21 million shares for an aggregate cost of approximately $ 848 million between 2014 and 2025.
In addition, during 2025, 378,873 shares were withheld for taxes in connection with vesting of restricted stock awards and restricted stock units under our 2019 Stock Incentive Plan, and 6,947 shares were acquired by the Company in satisfaction of a legal settlement with a former employee of the Company.
The following table presents information with respect to our purchases of our common stock during the three months ended December 31, 2025.
Period Total number of shares purchased (1) Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions) October 1, 2025 to October 31, 2025 156,455 $ 79.89 156,455 $ 1,488 November 1, 2025 to November 30, 2025 1,099,515 79.56 1,099,515 1,400 December 1, 2025 to December 31, 2025 — — — 1,400 Total 1,255,970 $ 79.62 1,255,970 $ 1,400 (1) All shares reported in this column are attributable to shares purchased in open market transactions.
Performance Graph The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Exchange Act, each as amended, except to the extent that we specifically incorporate such information by reference into such filing.
The following graph is a comparison of five-year cumulative total shareholder returns for our common stock as compared with the cumulative total shareholder return for the S&P 500 Composite Index and a group of peer insurance broker and agency companies (Aon plc, Arthur J.
The returns of each company have been weighted according to such companies’ respective stock market capitalizations as of December 31, 2020 for the purposes of arriving at a peer group average.
The total return calculations are based upon an assumed $100.00 investment on December 31, 2020, with all dividends reinvested. 12/20 12/21 12/22 12/23 12/24 12/25 Brown & Brown, Inc. 100.00 149.30 121.85 153.20 221.09 173.84 S&P 500 Composite Index 100.00 126.89 102.22 126.99 156.59 182.25 Peer Group 100.00 141.36 144.83 160.05 195.36 183.72 ITEM 6.
We are a diversified insurance agency, wholesale brokerage, insurance programs, specialty insurance business and service organization headquartered in Daytona Beach, Florida.
We also participate in captive insurance facilities for the purpose of having additional capacity to place coverage, driving additional revenues and to participate in underwriting results.
We limit the Company's exposure to claims expenses through reinsurance or by only participating in certain tranches of the underwriting.
We also operate registered insurance companies to support our national flood insurance program and to support our cross-collateralized segregated captive cell businesses.
We do not participate in earnings of the collateralized segregated captive cells.
We have increased revenues every year from 1993 to 2025, with the exception of 2009, when our revenues declined 1.0%.
Our revenues grew from $95.6 million in 1993 to $5.9 billion in 2025, reflecting a compound annual growth rate of 14.2%.
In the same 32-year period, we increased net income from $8.1 million to over $1.0 billion in 2025, a 16.9% compound annual growth rate.
For example, higher levels of inflation, an increase in the value of insurable exposure units or a general decline in economic activity, could increase or decrease the value of insurable exposure units.
Over the last three years, profit-sharing contingent commissions have averaged approximately 4.4% of commissions and fees.
Fee revenues are generated by: (i) our Specialty Distribution segment, which earns fees primarily for the issuance of insurance policies on behalf of insurance carriers and (ii) our Retail segment in our large-account customer base, where we primarily earn fees for securing insurance for our customers, in our F&I businesses where we earn fees for assisting our customers with creating and selling warranty and service risk management programs, and fees for Medicare Set-aside services, Social Security disability services and Medicare benefits advocacy services.
Fee revenues as a percentage of our total commissions and fees, represented 22.2% in 2025 and 21.1% in 2024.
For the year ended December 31, 2025, our commissions and fees growth rate was 22.5% and our consolidated Organic Revenue growth rate was 2.8%.
Historically, investment and other income has consisted primarily of interest earnings on operating cash and where permitted, on premiums collected and held in a fiduciary capacity before being remitted to insurance companies.
Income before income taxes for the year ended December 31, 2025, increased by $68 million, or 5.2% over 2024, driven by Organic Revenue growth, increased profit-sharing contingent commissions, leveraging our expense base, increased investment income, acquisitions completed in the past twelve months and the change in mark-to-market of escrow liability.
This growth was partially offset by Acquisition/Integration Costs and the change in estimated acquisition earn-out payables.
We believe they provide additional meaningful methods to evaluate the Company’s operating performance from period to period on a basis that may not be otherwise apparent on a GAAP basis due to the impact of certain items that have a high degree of variability, that we believe are not indicative of ongoing performance and that are not easily comparable from period to period.
Consistent with Regulation G, a description of such information is provided below and tabular reconciliations of this supplemental non-GAAP financial information to our most comparable GAAP information are contained in this Annual Report on Form 10-K under “Results of Operations - Segment Information.” We view Organic Revenue and Organic Revenue growth as important indicators when assessing and evaluating our performance on a consolidated basis and for each of our two segments, because they allow us to determine a comparable, but non-GAAP, measurement of revenue growth that is associated with the revenue sources that were a part of our business in both the current and prior year and that are expected to continue in the future.
Non-GAAP Earnings Measures • EBITDAC is defined as income before interest, income taxes, depreciation, amortization and the change in estimated acquisition earn-out payables. • EBITDAC Margin is defined as EBITDAC divided by total revenues. • EBITDAC - Adjusted is defined as EBITDAC, excluding (i) (gain)/loss on disposal (as defined below), (ii) Acquisition/Integration Costs (as defined below) and (iii) mark-to-market of escrow liability (as defined below). • EBITDAC Margin - Adjusted is defined as EBITDAC - Adjusted divided by total revenues.
Definitions Related to Certain Components of Non-GAAP Measures • “Acquisition/Integration Costs” means the acquisition and integration costs (e.g., costs associated with regulatory filings; costs for third-party professional services, including legal, accounting, consulting, financial advisory and due diligence; costs and fees associated with entry into the bridge financing commitment; costs of integrating or streamlining processes and information technology systems, including data migration and system integration; costs associated with optimizing vendor agreements and leased office space, including exit costs related to location combinations; and employment-related costs, including severance payments, costs associated with the transition of certain legacy compensation programs, retention-related compensation expenses, and incentive payments) arising out of our acquisition of Accession and acquisitions previously completed by Accession, which are not considered to be normal, recurring or part of ongoing operations. • “Foreign Currency Translation” means the period-over-period impact of foreign currency translation, which is calculated by applying current-year foreign exchange rates to the various functional currencies in our business to our reporting currency of U.S. dollars for the same period in the prior year. • “(Gain)/loss on disposal” is a caption on our consolidated statements of income which reflects net proceeds received as compared to the net book value related to sales of books of business and other divestiture transactions. • “Mark-to-market of escrow liability” is a caption on our consolidated statements of income which reflects the non-cash change in the fair value associated with certain shares of the Company’s common stock held in escrow.
The change is driven by fluctuations in our stock price between the beginning of the period and the end of the period.

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Gone since FY2024

We lease offices at each of our other 514 locations.
We believe that our facilities are suitable and adequate for present purposes, and that the productive capacity in such facilities is substantially being utilized, taking into consideration the post-pandemic adoption of a remote and hybrid workforce.
On February 10, 2025, there were 285,931,978 shares of our common stock outstanding, held by approximately 1,616 shareholders of record.
Issuer Purchases of Equity Securities Under the authorizations from the Company’s board of directors, shares may be purchased from time to time, at the Company’s discretion and subject to the availability of stock, market conditions, the trading price of the stock, alternative uses for capital, the Company’s financial performance and other potential factors.
These purchases may be carried out through open market purchases, block trades, accelerated share repurchase plans of up to $100 million each (unless otherwise approved by the board of directors), negotiated private transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Exchange Act.
On July 18, 2014, the Company’s board of directors authorized the repurchase of up to $200 million of its shares of common stock, and on July 20, 2015, the Company’s board of directors authorized the repurchase of up to an additional $400 million of the Company’s outstanding common stock.
On May 1, 2019, the board of directors approved an additional repurchase authorization amount of $373 million to bring the total available share repurchase authorization at that time to approximately $500 million.
During 2024, the Company did not repurchase any of its shares.
At December 31, 2024, the remaining amount authorized by our board of directors for share repurchases was $249 million.
Under the authorized repurchase programs, the Company has repurchased approximately 20 million shares for an aggregate cost of approximately $748 million between 2014 and 2024.
The following table presents information with respect to our purchases of our common stock during the three months ended December 31, 2024.
Period Total number of shares purchased (1) Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs October 1, 2024 to October 31, 2024 3,027 $ 106.33 — $ November 1, 2024 to November 30, 2024 — — — December 1, 2024 to December 31, 2024 — — — Total 3,027 $ 106.33 — $ (1) All shares reported in this column are attributable to shares withheld for taxes in connection with vesting of restricted shares awarded under our 2010 Stock Incentive Plan and 2019 Stock Incentive Plan.
Performance Graph The following graph is a comparison of five-year cumulative total shareholder returns for our common stock as compared with the cumulative total shareholder return for the S&P 500 Composite Index and a group of peer insurance broker and agency companies (Aon plc, Arthur J.
The returns of each company have been weighted according to such companies’ respective stock market capitalizations as of December 31, 2019 for the purposes of arriving at a peer group average.
The total return calculations are based upon an assumed $100.00 investment on December 31, 2019, with all dividends reinvested. 12/19 12/20 12/21 12/22 12/23 12/24 Brown & Brown, Inc. 100.00 121.06 180.74 147.51 185.46 267.65 S&P 500 Composite 100.00 116.26 147.52 118.84 147.64 182.05 Peer Group 100.00 111.92 158.48 163.08 182.06 222.31 ITEM 6.
We are a diversified insurance agency, wholesale brokerage, insurance programs and services headquartered in Daytona Beach, Florida.
We also participate in capitalized captive insurance facilities (the "Captives") for the purpose of having additional capacity to place coverage, drive additional revenues and to participate in underwriting results.
The Captives focus on property insurance for earthquake and wind exposed properties underwritten by certain of our MGUs and limit the Company's exposure to claims expenses through reinsurance or by only participating in certain tranches of the underwriting.
We have increased revenues every year from 1993 to 2024, with the exception of 2009, when our revenues declined 1.0%.
Our revenues grew from $95.6 million in 1993 to $4.8 billion in 2024, reflecting a compound annual growth rate of 13.5%.
In the same 31-year period, we increased net income from $8.1 million to $1.0 billion in 2024, a 16.8% compound annual growth rate.
For example, higher levels of inflation, an increase the value of insurable exposure units, or a general decline in economic activity, could increase or decrease the value of insurable exposure units.
Over the last three years, profit-sharing contingent commissions have averaged approximately 3.6% of commissions and fees revenue.
Fee revenues are generated by: (i) our Programs and Wholesale Brokerage segments, which earn fees primarily for the issuance of insurance policies on behalf of insurance carriers and (ii) our Retail segment in our large-account customer base, where we primarily earn fees for securing insurance for our customers, in our F&I businesses where we earn fees for assisting our customers with creating and selling warranty and service risk management programs and fees for Medicare Set-aside services, Social Security disability services and Medicare benefits advocacy services.
Fee revenues as a percentage of our total commissions and fees, represented 21.1% in 2024 and 23.9% in 2023.
For the year ended December 31, 2024, our commissions and fees growth rate was 12.1% and our consolidated Organic Revenue growth rate was 10.4%.
Historically, investment income has consisted primarily of interest earnings on operating cash and where permitted, on premiums collected and held in a fiduciary capacity before being remitted to insurance companies.
Income before income taxes for the year ended December 31, 2024, increased by $157 million, or 13.7% over 2023, driven by Organic Revenue growth, increased profit-sharing contingent commissions, leveraging our expense base, net new business, increased investment income, acquisitions completed in the past twelve months and the change in estimated acquisition earn-out payables.
This was partially offset by a decrease in the gain on disposal primarily associated with the divestiture of certain businesses within the former Services segment during the fourth quarter of 2023.
We believe they provide additional meaningful methods to evaluate the Company’s operating performance from period to period.
These measures of operating performance may not be otherwise apparent on a GAAP basis due to the impact of certain items that have a high degree of variability, that we believe are not indicative of ongoing performance and that are not easily comparable from period to period.
Consistent with Regulation G, a description of such information is provided below and tabular reconciliations of this supplemental non-GAAP financial information to our most comparable GAAP information are contained in this Annual Report on Form 10-K under “Results of Operations - Segment Information.” We view Organic Revenue and Organic Revenue growth as important indicators when assessing and evaluating our performance on a consolidated basis and for each of our three segments, because they allow us to determine a comparable, but non-GAAP, measurement of revenue growth that is associated with the revenue sources that were a part of our business in both the current and prior year, and that are expected to continue in the future.
Beginning January 1, 2024, we no longer exclude Foreign Currency Translation from the calculation of EBITDAC - Adjusted and EBITDAC Margin - Adjusted.
Prior periods are presented on the same basis so that the calculations of EBITDAC - Adjusted and EBITDAC Margin - Adjusted are comparable for both periods.
We no longer exclude Foreign Currency Translation from the calculation of these earnings measures because fluctuations in Foreign Currency Translation affect both our revenues and expenses, largely offsetting each other.
Therefore, excluding Foreign Currency Translation from these earnings measures provides no meaningful incremental value in evaluating our financial performance.
Non-GAAP Earnings Measures • EBITDAC is defined as income before interest, income taxes, depreciation, amortization and the change in estimated acquisition earn-out payables. • EBITDAC Margin is defined as EBITDAC divided by total revenues. • EBITDAC - Adjusted is defined as EBITDAC, excluding (i) (gain)/loss on disposal, (ii) for 2022 and 2023, Acquisition/Integration Costs (as defined below) and (iii) for 2023, the 1Q23 Nonrecurring Cost (as defined below). • EBITDAC Margin - Adjusted is defined as EBITDAC - Adjusted divided by total revenues.
Definitions Related to Certain Components of Non-GAAP Measures • “Acquisition/Integration Costs” means the acquisition and integration costs (e.g., costs associated with regulatory filings, legal/accounting services, due diligence and the costs of integrating our information technology systems) arising out of our acquisitions of GRP (Jersey) Holdco Limited and its business, Orchid Underwriters Agency and CrossCover Insurance Services, and BdB Limited companies, which are not considered to be normal, recurring or part of the ongoing operations. • “Foreign Currency Translation” means the period-over-period impact of foreign currency translation, which is calculated by applying current-year foreign exchange rates to the various functional currencies in our business to our reporting currency of U.S. dollars for the same period in the prior year. • “1Q23 Nonrecurring Cost” means approximately $11.0 million expensed and substantially paid in the first quarter of 2023 to resolve a business matter, which is not considered to be normal, recurring or part of the ongoing operations. • “(Gain)/loss on disposal” is a caption on our consolidated statements of income which reflects net proceeds received as compared to net book value related to sales of books of business and other divestiture transactions, such as the disposal of a business through sale or closure.
From 1993 through the fourth quarter of 2024, we acquired 676 insurance intermediary operations.
Critical Accounting Policies Our Consolidated Financial Statements are prepared in accordance with GAAP.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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