Interprétation IA fondée sur des extraits vérifiés. Les déclarations de l’entreprise et les limites de couverture restent explicites.
Preuves
Purchased customer accounts include the right to represent insureds or claimants supported by the physical records and files obtained from acquired businesses that contain information about insurance policies, customers and other matters essential to policy renewals and delivery of services.
Critical accounting policies: purchased customer accounts and renewal records · Dépôt 12/02/2026
Purchased customer accounts are amortized on a straight-line basis over the related estimated lives which generally average approximately 15 years.
Critical accounting policies: estimated amortization lives of customer accounts · Dépôt 12/02/2026
Also, if any of our key employees were to join a competitor or form a competing company, some of our customers could choose to use the services of that competitor instead of our services, which has occurred in the past and may occur again.
Risk factors: realized customer losses following employee departures · Dépôt 12/02/2026
While our key employees are generally prohibited by contract from soliciting our employees and customers for a two-year period following separation from employment with us, they are not prohibited from competing with us.
Risk factors: employee nonsolicitation restrictions and ability to compete · Dépôt 12/02/2026
Core commissions and fees revenue for the six months ended June 30, 2026 increased $806 million or 31.7%, composed of: (i) $829 million from acquisitions that had no comparable revenues in the same period of 2025; (ii) an increase from the impact of Foreign Currency Translation of $20 million and an offsetting decrease from (iii) $8 million related to commissions and fees revenue from businesses or books of business divested in the preceding twelve months; (iv) $28 million related to the Litigation-Related Impact and (v) $7 million of net new and renewal business, which combined reflected an overall Organic Revenue growth decrease of 0.3%.
First-half 2026 results: acquisition contribution, litigation impact and organic revenue decline · Dépôt 27/07/2026
•
“Litigation-Related Impact” means the core commissions and fees attributable to (i) the loss of specifically identified customer accounts and (ii) new business generated in the prior year by certain former employees, in each case in connection with the conduct of a competitor that is the subject of pending litigation in multiple jurisdictions.
Non-GAAP definitions: lost customer accounts and litigation-related impact · Dépôt 27/07/2026
Arrowhead Programs manages a diverse portfolio of professional liability, personal lines, commercial lines, public entity and specialty programs supported by over 100 well-capitalized insurance carriers.
Specialty Distribution: programs supported by over 100 carriers · Dépôt 27/07/2026
In most cases, the insurance carriers that support these programs have delegated underwriting and, in many instances, claims-handling authority.
Specialty Distribution: delegated underwriting and claims authority · Dépôt 27/07/2026
These programs are generally distributed through a global network of independent agents and brokers, including Brown & Brown retail agents, and offer targeted products and services designed for businesses, individuals, specific industries, trade groups, professions, public entities, municipalities, and niche markets.
Specialty Distribution: independent distribution channels and targeted programs · Dépôt 27/07/2026
Builds niche, risk-specific products Prices & underwrites with delegated authority Distributes via multiple channels and manages performance Wholesale brokerage division that connects retail agents to carriers for complex or hard‑to‑place risks.
Investor presentation: delegated program pricing and underwriting capabilities · Dépôt 10/09/2026
Gallagher & Co, Aon plc, Marsh & McLennan Companies, Inc.
Investor presentation: named insurance brokerage peers · Dépôt 10/09/2026
The insurance intermediary business is highly competitive and we actively compete with numerous firms for customers and insurance companies, many of which have relationships with insurance companies or have a significant presence in niche insurance markets that may give them an advantage over us.
Risk factors: competing firms' carrier relationships and niche presence · Dépôt 12/02/2026
In addition, emerging AI-enabled platforms may enable insurers or third parties to quote, market, or sell insurance products directly to customers, potentially bypassing traditional intermediaries and reducing demand for our services.
Risk factors: potential AI-enabled disintermediation · Dépôt 12/02/2026
Additionally, in 2025 Aon launched its proprietary Data Center Lifecycle Insurance Program designed to support data center projects from construction through ongoing operations by bringing together traditionally fragmented risk classes into a single coordinated insurance solution.
Aon competitor disclosure: its specialized data-center insurance program · Dépôt 13/02/2026
Marsh Risk also receives other compensation from insurance companies, which includes payments for consulting and analytics services; compensation for administrative and other services (including fees for underwriting services and services related to the administration and management of quota shares, panels and other facilities); payments for participation in sponsorship programs; and contingent commissions, based on factors such as volume or profitability of Marsh Risk's placements, primarily driven by MMA and parts of Marsh Risk's international operations.
Marsh competitor disclosure: its analytics, administration and underwriting services · Dépôt 09/02/2026
Commission revenues generally represent a percentage of the premium paid by an insured and are affected by fluctuations in both premium rate levels charged by insurance companies and the insureds’ underlying “insurable exposure units,” which are units that insurance companies use to measure or express insurance exposed to risk (such as property values, sales or payroll levels) to determine what premium to charge the insured.
Company overview: commission revenue linked to premiums and exposure units · Dépôt 12/02/2026
Insurance companies establish these premium rates based upon many factors, including loss experience, risk profile and reinsurance rates paid by such insurance companies, none of which we control.
Company overview: insurer control over underlying premium rates · Dépôt 12/02/2026
Fee revenues primarily relate to services other than securing coverage for our customers, and for fees negotiated in lieu of commissions.
Company overview: fees negotiated in lieu of commissions · Dépôt 12/02/2026
Fee revenues as a percentage of our total commissions and fees, represented 22.2% in 2025 and 21.1% in 2024.
Company overview: fee share of commissions and fees · Dépôt 12/02/2026
CONSOLIDATED STATEMENTS OF INCOME For the Year Ended December 31, (in millions, except per share data) 2025 2024 2023 REVENUES Commissions and fees $ 5,763 $ 4,705 $ 4,199 Investment and other income 139 100 58 Total revenues 5,902 4,805 4,257 EXPENSES Employee compensation and benefits 2,935 2,406 2,187 Other operating expenses 959 710 650 Loss/(gain) on disposal 2 (31 ) (143 ) Amortization 312 178 166 Depreciation 55 44 40 Interest 297 193 190 Change in estimated acquisition earn-out payables 25 2 21 Mark-to-market of escrow liability (54 ) — — Total expenses 4,531 3,502 3,111 Income before income taxes 1,371 1,303 1,146 Income taxes 304 301 275 Net income before non-controlling interests 1,067 1,002 871 Less: Net income attributable to non-controlling interests 13 9 — Net income attributable to the Company $ 1,054 $ 993 $ 871 Net income per share: Basic $ 3.37 $ 3.48 $ 3.07 Diluted $ 3.16 $ 3.46 $ 3.05 See accompanying notes to Consolidated Financial Statements.
Consolidated statements of income: 2023–2025 results · Dépôt 12/02/2026
Commissions and fees
$
1,654
$
1,249
$
3,534
$
2,634
Investment and other income
22
36
43
55
Total revenues
1,676
1,285
3,577
2,689
EXPENSES
Employee compensation and benefits
838
640
1,745
1,323
Other operating expenses
271
211
560
398
(Gain)/loss on disposal
1
—
—
1
Amortization
110
50
226
103
Depreciation
18
11
35
23
Interest
100
51
199
96
Change in estimated acquisition earn-out payables
(40
)
11
(34
)
7
Mark-to-market of escrow liability
(5
)
—
(69
)
—
Total expenses
1,293
974
2,662
1,951
Income before income taxes
383
311
915
738
Income taxes
94
77
199
169
Net income before non-controlling interests
289
234
716
569
Less: Net income attributable to non-controlling interests
1
3
2
6
Net income attributable to the Company
$
288
$
231
$
714
$
563
Net income per share:
Basic
$
0.86
$
0.79
$
2.14
$
1.94
Diluted
$
0.84
$
0.78
$
1.90
$
1.93
Weighted average number of shares outstanding:
Consolidated statements of income: second-quarter and first-half 2026 results · Dépôt 27/07/2026
26 Income before income taxes for the three months ended June 30, 2026 increased from the second quarter of 2025 by $72 million or 23.2%, driven by increased Contingents, leveraging our expense base, synergies realized from the acquisition of Accession, acquisitions completed in the past twelve months and the change in estimated acquisition earn-out payables.
Second-quarter results: management attribution of pretax earnings growth and realized synergies · Dépôt 27/07/2026
The change in EBITDAC Margin - Adjusted was primarily driven by: (i) increased Contingents; (ii) leveraging our expense base; and (iii) lower compensation as a result of employee departures associated with the Litigation-Related Impact.
Retail results: management attribution of adjusted margin improvement · Dépôt 27/07/2026
8 BROWN & BROWN, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six months ended June 30, (in millions) 2026 2025 Cash flows from operating activities: Net income before non-controlling interests $ 716 $ 569 Adjustments to reconcile net income before non-controlling interests to net cash provided by operating activities: Amortization 226 103 Depreciation 35 23 Non-cash stock-based compensation 49 52 Change in estimated acquisition earn-out payables (34 ) 7 Mark-to-market of escrow liability (69 ) — Deferred income taxes 128 (2 ) Net loss on sales/disposals of investments, businesses, fixed assets and customer accounts — 2 Payments on acquisition earn-outs in excess of original estimated payables (40 ) (1 ) Other 8 2 Changes in operating assets and liabilities, net of effect from acquisitions and divestitures: Commissions, fees and other receivables (increase) decrease (143 ) (139 ) Reinsurance recoverable (increase) decrease 56 1,142 Prepaid reinsurance premiums (increase) decrease 130 (9 ) Other assets (increase) decrease (112 ) (11 ) Losses and loss adjustment reserve increase (decrease) (59 ) (1,143 ) Unearned premiums increase (decrease) (100 ) 55 Accounts payable increase (decrease) (11 ) 5 Accrued expenses and other liabilities increase (decrease) (194 ) (132 ) Other liabilities increase (decrease) 22 15 Net cash provided by operating activities 608 538 Cash flows from investing activities: Additions to fixed assets (38 ) (32 ) Payments for businesses acquired, net of cash acquired (30 ) (161 ) Proceeds from sales of businesses, fixed assets and customer accounts 3 10 Other investing activities (6 ) (4 ) Net cash used in investing activities (71 ) (187 ) Cash flows from financing activities: Fiduciary receivables and liabilities, net 157 119 Payments on acquisition earn-outs (184 ) (45 ) Proceeds from long-term debt — 4,192 Payments on long-term debt (31 ) (188 ) Deferred debt issuance costs (3 ) (36 ) Borrowings on revolving credit facility 225 150 Payments on revolving credit facility (50 ) (400 ) Proceeds from issuance of common stock, net of expenses — 4,315 Repurchase shares to fund tax withholdings for non-cash stock-based compensation (27 ) (41 ) Purchase of treasury stock (500 ) — Cash dividends paid (112 ) (86 ) Other financing activities (1 ) 1 Net cash (used in) provided by financing activities (526 ) 7,981 Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash inclusive of fiduciary cash (27 ) 85 Net (decrease) increase in cash, cash equivalents and restricted cash inclusive of fiduciary cash (16 ) 8,417 Cash, cash equivalents and restricted cash inclusive of fiduciary cash at beginning of period 3,815 2,502 Cash, cash equivalents and restricted cash inclusive of fiduciary cash at end of period $ 3,799 $ 10,919 See accompanying Notes to Condensed Consolidated Financial Statements.
First-half 2026 cash flows: operating cash, investments, earn-outs and shareholder distributions · Dépôt 27/07/2026
Total debt at December 31, 2025 was $7,613 million net of unamortized discount and debt issuance costs, which was an increase of $3,789 million compared to December 31, 2024.
Liquidity and capital resources: 2025 debt increase · Dépôt 12/02/2026
The Company used the net proceeds of the offerings of the shares of Common Stock and the Notes, together with cash on hand, to fund the cash consideration payable under the Merger Agreement and to pay fees and expenses associated with the foregoing.
Equity financing: offering proceeds used for acquisition consideration and expenses · Dépôt 12/02/2026
During the first quarter, the Company drew $225 million on the Revolving Credit Facility in connection with a share repurchase program.
Liquidity and capital resources: borrowing connected to share repurchases · Dépôt 27/07/2026
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.
Company overview: historical net-income growth · Dépôt 12/02/2026
The growth in cash from operations is primarily due to recent acquisitions.
Operating cash flows: acquisition contribution to cash-flow growth · Dépôt 27/07/2026
On March 3, 2026, the Compensation Committee authorized and approved grants of shares of performance-based restricted stock under the 2019 Stock Incentive Plan to, among others, certain of the Company's named executive officers.
Compensatory arrangements: approved March 2026 performance stock grants · Dépôt 04/03/2026
The vesting of fifty percent (50%) of these restricted shares (the “PSA Shares”) is tied to (1) specified compound annual growth rate targets of the Company’s cumulative share price and (2) the relative total share price return of the Company as compared to the median total share price return of the S&P 500 index, and the vesting of the other fifty percent (50%) of the PSA Shares is tied to (1) specified compound annual growth rate targets of the Company’s cumulative earnings per share, excluding the after-tax impact of the change in estimated acquisition earn-out payables, (gain)/loss on disposal, and amortization, and (2) the relative total share price return of the Company as compared to the median total share price return of the S&P 500 index, in each case measured over a five-year period beginning January 1, 2026.
Compensatory arrangements: five-year share-price and adjusted earnings conditions · Dépôt 04/03/2026
The PSA Shares contemplate a minimum payout of 0% and a maximum payout of 805% based upon the level of performance of each performance condition during the five-year measurement period.
Compensatory arrangements: performance stock award payout range · Dépôt 04/03/2026
The PSA Shares will vest in equal increments on March 3, 2032, March 3, 2033, and March 3, 2034, assuming continuous employment through such vesting dates, provided that vesting will accelerate in the event of termination as a result of death or disability, or termination (including constructive termination) without cause within 12 months following a change in control of the Company.
Compensatory arrangements: service requirements and accelerated vesting exceptions · Dépôt 04/03/2026
The shareholders approved the amendment to the SIP to increase the aggregate number of shares available for issuance under the SIP by 6,900,000 shares and extend the term of the SIP.
May 2026 voting results: shareholder approval of incentive-plan amendment · Dépôt 07/05/2026
Savio ● ● ● ● ● ● ● ● Independent Corporate Governance Highlights Director Nominees SHAREHOLDER RIGHTS • Annual election of directors • Majority voting for directors, with director resignation policy BOARD INDEPENDENCE • Strong role for Lead Independent Director • Periodic rotation of committee members, committee chairs and Lead Independent Director • Executive sessions at every in-person Board meeting and virtually, when necessary GOOD GOVERNANCE • Strong anti-hedging and anti-pledging provisions • Annual Board and committee self-evaluations • Strong executive and director stock ownership guidelines • Robust clawback policy • Committee meetings generally open to, and attended by, all directors 86% of Our Directors Are Independent 13 Average Tenure of Our Directors in Years 14% of Our Directors Are Ethnically/ Racially Diverse 21% of Our Directors Are Female 2 | BROWN & BROWN, INC.
Governance highlights: elections, independence, ownership guidelines and safeguards · Dépôt 24/03/2026
Savio Meetings Held in 2025: 6 The Audit Committee is composed of independent directors as defined in the NYSE listed company manual and includes two audit committee financial experts, James S.
Board committees: independent audit committee · Dépôt 24/03/2026
Masojada Kathleen A. Savio Meetings Held in 2025: 6 Each member of the Compensation Committee is independent as defined in the NYSE listed company manual.
Board committees: independent compensation committee · Dépôt 24/03/2026
In 2025, the Company paid Zambezi $100,368 under the Agreement to lease the Aircraft.
Related-party transactions: aircraft lease payment · Dépôt 24/03/2026
The excise tax gross-up provision is a legacy provision that applies only to awards that were granted under the PSP prior to its suspension in 2010 and does not apply to awards under the 2010 SIP or the 2019 SIP.
Executive compensation: legacy excise-tax gross-up provisions · Dépôt 24/03/2026
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%.
Company overview: 2024 organic revenue growth · Dépôt 13/02/2025
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%.
Company overview: 2025 organic revenue growth · Dépôt 12/02/2026
Non-GAAP Revenue Measures • Organic Revenue is our core commissions and fees less: (i) the core commissions and fees earned for the first twelve months by newly acquired operations; (ii) divested business (core commissions and fees generated from offices, books of business or niches sold or terminated during the comparable period); (iii) Foreign Currency Translation (as defined below) and (iv) the Litigation-Related Impact.
Non-GAAP definitions: organic revenue excludes litigation-related impact · Dépôt 27/07/2026
