J. Powell Brown - Feb 21, 2025 Form 4 Insider Report for BROWN & BROWN, INC. (BRO)

Signature
/s/ J. Powell Brown
Stock symbol
BRO
Transactions as of
Feb 21, 2025
Transactions value $
-$4,754,950
Form type
4
Date filed
2/24/2025, 08:05 PM
Previous filing
Jan 2, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BRO Common Stock, $.10 par value Tax liability -$4.75M -42.6K -1.49% $111.65 2.81M Feb 21, 2025 Direct F1, F2
transaction BRO Common Stock, $.10 par value (2019 SIP) Award $0 +68K +46.25% $0.00 215K Feb 24, 2025 Direct F3, F4
transaction BRO Common Stock, $.10 par value (2019 SIP) Award $0 +6.71K +3.12% $0.00 222K Feb 24, 2025 Direct F4
holding BRO Common Stock, $.10 par value (PSP) 32K Feb 21, 2025 Direct F5
holding BRO Common Stock, $.10 par value (2010 SIP) 299K Feb 21, 2025 Direct F6
holding BRO Common Stock, $.10 par value 43.1K Feb 21, 2025 401k F7
holding BRO Common Stock, $.10 par value 1.95M Feb 21, 2025 Charitable Lead Annuity Trust F8
holding BRO Common Stock, $.10 par value 32.2K Feb 21, 2025 Children F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 108,224 shares of stock under the Company's 2019 Stock Incentive Plan ("2019 SIP").
F2 A total of 357 of these shares were acquired through the Company's Employee Stock Purchase Plan in July 2024. Number of shares may vary due to dividend reinvesment.
F3 These securities were granted pursuant to the 2019 SIP. The initial grant was made on February 21, 2022, but was subject to the satisfaction of performance-based conditions established in connection with this grant. On February 24, 2025, the Company confirmed the satisfaction of the performance-based conditions established in connection with this grant, and the Reporting Person has voting rights and dividend entitlement with respect to these shares, but full ownership will not vest until the satisfaction of additional service-based conditions.
F4 These securities were granted pursuant to the 2019 SIP. The Reporting Person has voting rights and dividend entitlement with respect to these shares, but full ownership will not vest until the satisfaction of service-based conditions.
F5 These securities were granted pursuant to the Company's Performance Stock Plan ("PSP"). Based on the satisfaction of conditions established pursuant to the PSP, the Reporting Person has voting rights and dividend entitlement with respect to these shares based on the satisfaction of certain performance-based criteria, but full ownership will not vest until the satisfaction of additional conditions.
F6 These securities were granted pursuant to the Company's 2010 Stock Incentive Plan ("2010 SIP"). The Reporting Person has votin rights and dividend entitlement with respect to these shares, but full ownership will not vest until the satisfaction of service-based conditions.
F7 Based upon the information supplied by the plan record keeper as of December 31, 2024. Number of shares varies periodically based on contributions to the plan.
F8 These shares are held by the James Hyatt Brown Nongrantor Charitable Lead Annuity Trust, of which the Reporting Person is a trustee and remainder beneficiary.
F9 Reporting person disclaims beneficial ownership of securities owned by children who share the Reporting person's household. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose.