AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 4/6 · 18/10/2026
Moat—
Insufficient evidence for every rubric criterion; no category score is inferred.
structural advantage · — · Renewal records, delegated authority and specialist market access are established, but their exclusivity or difficulty of replication is not demonstrated. The moat remains uncertain.
durability · — · The estimated amortization life of customer accounts does not establish competitive durability, and customer relationships have migrated with employees.
customer dependency · — · Customer records support renewals, but the passages do not establish customers' dependence on Brown & Brown specifically. Employee nonsolicitation restrictions do not constitute customer lock-in.
erosion resilience · — · No demonstrated response to sustained competitive erosion establishes resilience. Carrier replacement is management's expectation, while AI disintermediation is a prospective risk.
Pricing power—
Insufficient evidence for every rubric criterion; no category score is inferred.
realized pricing · — · Higher contingent commissions are observed, but their disclosed drivers include underwriting results, volume and acquisitions. Neither this increase nor slightly negative organic revenue isolates realized fee or commission-rate pricing.
retention · 2/4 · Renewal records and the continuing comparable business provide indirect evidence of repeat demand. First-half organic revenue was broadly stable, but combines retention with new business, exposures and rates. Historical customer departures with employees limit confidence; no retention rate is inferred.
margin resilience · 2/4 · Profits remained substantial, but 2025 net income grew more slowly than revenue and diluted EPS declined. Second-quarter 2026 earnings benefited from reported expense leverage and synergies, alongside contingent commissions, acquisitions and earn-out changes. This is mixed resilience and does not demonstrate pricing-driven protection.
contractual freedom · 2/4 · Negotiated fees in lieu of commissions demonstrate some ability to negotiate remuneration. Carrier-paid commission rates and predetermined supplemental production measures limit unilateral control. Broader repricing rights and contract durations are not supplied.
Predictability100
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 100.00
- Revenue growth volatility (pp)
- 3.60
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 2.66
Financial strength31
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 35.59
- netDebtEbitGrade
- 21.65
- interestCoverageGrade
- 41.97
- currentRatioGrade
- 23.09
- Debt / FCF (x)
- 5.51
- Net debt / operating income (x)
- 3.92
- Current ratio (x)
- 1.04
Capital allocation70
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 14.71
- 3-year average dilution (%)
- 3.85
- 3-year average SBC / revenue (%)
- 1.93
- cashConversionGrade
- 100.00
Management63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Operating cash generation and actual investment are demonstrated. However, the large 2025 debt increase and equity issuance, followed by borrowing connected to repurchases in 2026, make discipline mixed pending acquisition returns. First-half operating cash of $608 million compares with $500 million of repurchases plus dividends, capital spending and earn-out payments.
incentive alignment · 3/4 · Actual compensation arrangements link incentives to operating performance and equity value. Approved March 2026 awards have a five-year performance period and employment requirements extending up to eight years, with share-price and earnings conditions. Acquisition-cost exclusions and adjusted earnings measures temper the assessment. These are adopted incentive mechanisms, not proof of vesting or future results; the proposed share-pool increase is not treated as approved.
execution · 2/4 · Completed acquisitions, long-term earnings growth and operating cash generation demonstrate execution beyond statements of intent. Recent growth nevertheless depended on acquisitions, first-half organic revenue declined, and 2025 diluted EPS fell. Management reports realized synergies, but their standalone magnitude and acquisition returns are not established. Execution is assessed from indirect operating outcomes.
governance · 3/4 · Disclosed annual elections, majority voting, a lead independent director, independent audit and compensation committees, and compensation safeguards support strong formal governance. Related-party transactions, long director tenure and legacy tax gross-ups warrant monitoring. These disclosures establish mechanisms rather than exceptional oversight outcomes.
Evidence
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 · Filed 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 · Filed 12/02/2026
In most cases, the insurance carriers that support these programs have delegated underwriting and, in many instances, claims-handling authority 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.
Business / delegated underwriting and claims authority and program distribution · Filed 12/02/2026
Our teams across the globe provide industry knowledge and expertise, for placements across multiple lines of coverage based on access to admitted, excess and surplus lines carriers, as well as the Lloyd’s markets in the United Kingdom.
Business / specialist placement expertise and insurance market access · Filed 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 departures following employee moves · Filed 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 / two-year employee nonsolicitation contracts and ability to compete · Filed 12/02/2026
Should any insurance company or intermediary seek to terminate its arrangements with us or to otherwise decrease the number of insurance policies underwritten for us, we believe that other insurance companies or intermediaries are available to underwrite the business, although some additional expense and loss of market share could result.
Risk factors / carrier termination and management's view of replacement capacity · Filed 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 direct insurance distribution · Filed 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%.
MD&A / first-half 2026 acquisition contribution and organic revenue reconciliation · Filed 27/07/2026
The net change in core commissions and fees reflects the aggregate changes attributable to: (i) net new and lost accounts; (ii) net changes in our customers’ exposure units, deductibles or insured limits; (iii) net changes in insurance premium rates or the commission rate paid to us by our carrier partners; (iv) the net change in fees paid to us by our customers and (v) any businesses acquired or disposed of.
MD&A / components of changes in core commissions and fees · Filed 27/07/2026
(2) Fee revenues relate to fees for services other than securing coverage for our customers, including fees negotiated in lieu of commissions, and F&I products and services.
Revenue note / negotiated fees in lieu of commissions · Filed 27/07/2026
(3) Other supplemental commissions include additional commissions over base commissions received from insurance carriers based on predetermined growth or production measures.
Revenue note / supplemental commissions tied to predetermined production measures · Filed 27/07/2026
Contingents for the six months ended June 30, 2026 increased by $94 million, or 106.8%, compared to the same period in 2025.
MD&A / first-half 2026 contingent commission increase · Filed 27/07/2026
This increase was driven primarily by (i) improved underwriting results for our carrier partners, (ii) growth in premium volume and qualifying for certain Contingents that we did not qualify for in the prior year, (iii) recent acquisitions and (iv) our enhanced carrier engagement model.
MD&A / management attribution of contingent commission growth · Filed 27/07/2026
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 revenue, expenses and earnings per share · Filed 12/02/2026
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.
MD&A / second-quarter 2026 pretax earnings growth and reported drivers · Filed 27/07/2026
This growth was partially offset by Acquisition/Integration Costs.
MD&A / acquisition and integration costs offsetting earnings growth · Filed 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.
Condensed cash flow statement / first-half 2026 operating cash, investments, repurchases and financing · Filed 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 · Filed 12/02/2026
Morgan Securities LLC and BofA Securities, Inc., as representatives of the several underwriters named therein, with respect to the offer and sale by the Company of 43,137,254 shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”) at a per share offering price of $102.00 for an aggregate purchase price for net proceeds of $4,315 million after underwriting discounts and fees and expenses.
Equity / June 2025 public share issuance and proceeds · Filed 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 / revolver borrowing connected to share repurchases · Filed 27/07/2026
BROWN & BROWN, INC. | 27 COMPENSATION DISCUSSION AND ANALYSIS Compensation Components Our compensation philosophy is reflected in the following short-term and long-term compensation components: 1 Base Salary Rationale • Provide competitive levels of compensation to our executive officers based on scope of responsibilities and duties • Retain executive officers How Amounts Are Determined • Based on a wide range of factors, including total business and segment responsibilities, individual responsibilities and comparative market assessments 2 Annual Cash Incentives and Bonuses Rationale • Align executive officers’ performance with annual goals and objectives • Create a direct link between pay and current year financial and operational performance How Amounts Are Determined • Target payouts based upon comparative market assessments, recommendations by Chief Executive Officer, and input from the Compensation Committee’s independent compensation consultant, subject to the approval of Compensation Committee or, in the case of the Chief Executive Officer, recommendations from the Compensation Committee’s independent compensation consultant, subject to the approval of Compensation Committee based upon its annual Chief Executive Officer performance review • Actual payout based upon a combination of Company and/or segment performance and achievement of personal performance objectives • Additional discretionary bonus available as determined by Chief Executive Officer, subject to the approval of Compensation Committee, or, in the case of Chief Executive Officer, as determined by Compensation Committee 3 Long-Term Equity Incentive Awards Rationale • Reward effective long-term capital management and decision-making • Focus attention on future returns to shareholders • Retain executive officers who have the potential to impact both our short-term and long-term value creation through a combination of time- and performance-based awards • Recognize and reward specific achievements and/or the previous year’s performance • Generally granted annually during first quarter How Amounts Are Determined • Award amount determined based upon a blend of quantitative measures and consideration of personal performance, as well as comparative market assessments • For awards with a performance-based vesting condition, number of awarded shares may be higher or lower than target, subject to specified threshold and maximum amounts, based upon the Company’s performance during the performance period (e.g., Organic Revenue growth and cumulative diluted earnings per share) • Actual value realized based upon the Company’s stock price over the measurement and vesting periods 28 | BROWN & BROWN, INC.
Compensation discussion / cash incentives and annual equity award structure · Filed 24/03/2026
Special Long-Term Performance-Based Equity Incentive Awards In March 2026, the Compensation Committee, in consultation with FW Cook, approved special long-term performance-based equity incentive awards to certain of the Named Executive Officers and other key leaders of the Company.
Compensation discussion / March 2026 approval of special performance equity awards · Filed 24/03/2026
These long-term grants contemplate a five-year performance period beginning January 1, 2026, and long vesting periods requiring continuous employment for up to eight years following the date of grant, except in certain limited exceptions.
Compensation discussion / special award performance and employment periods · Filed 24/03/2026
The vesting of fifty percent (50%) of these awards is tied to the following: (1) specified CAGR targets of the Company’s cumulative share price (“Total Share Price Return”), and (2) the relative Total Share Price Return of the Company as compared to the S&P 500 index.
Compensation discussion / share-price performance conditions for special awards · Filed 24/03/2026
42 | BROWN & BROWN, INC. COMPENSATION DISCUSSION AND ANALYSIS The vesting of the other fifty percent (50%) of these awards is tied to the following: (1) specified CAGR 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 S&P 500 index.
Compensation discussion / adjusted earnings and relative share-price conditions · Filed 24/03/2026
The Committee excluded the impact of 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 (“Accession Acquisition/Integration Costs”).
Compensation discussion / exclusion of acquisition and integration costs from incentive measures · Filed 24/03/2026
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.
Corporate governance highlights / independence, shareholder rights and compensation safeguards · Filed 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 and financial expertise · Filed 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 / compensation committee independence · Filed 24/03/2026
In 2025, the Company paid Zambezi $100,368 under the Agreement to lease the Aircraft.
Related-party transactions / aircraft lease payment to chairman-affiliated entity · Filed 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 provision · Filed 24/03/2026
From 1993 through the fourth quarter of 2025, we acquired 717 insurance intermediary operations.
MD&A / completed insurance intermediary acquisitions since 1993 · Filed 12/02/2026
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.
MD&A / reported long-term net income growth · Filed 12/02/2026
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.
Performance graph / partially supplied insurance broker peer list · Filed 12/02/2026
BROWN & BROWN, INC. | 65 PAY VERSUS PERFORMANCE PROPOSAL 4: AN AMENDMENT TO 2019 SIP TO INCREASE THE SHARES AVAILABLE FOR ISSUANCE AND EXTEND THE TERM On March 23, 2026, the Compensation Committee approved, pursuant to approval by the Board of Directors, an amendment to the 2019 SIP, which provides for a 6,900,000 share increase in the aggregate number of shares of the Company’s common stock that may be subject to future awards under the 2019 SIP, subject to shareholder approval.
Proposal 4 / share-pool amendment subject to shareholder approval · Filed 24/03/2026
