Form 4: Brown & Brown CEO Gifts Shares to Charitable Trust

Brown & Brown CEO J. Powell Brown reported the disposition of 127,034 shares of common stock to a charitable lead annuity trust.

Summary

• J. Powell Brown, President and CEO of Brown & Brown, Inc. (BRO), reported a transaction on December 31, 2025.
• Mr. Brown disposed of 127,034 shares of common stock at a price of $0.00 per share.
• The shares were transferred to the James Hyatt Brown Nongrantor Charitable Lead Annuity Trust, where Mr. Brown serves as a trustee and is a remainder beneficiary.
• Following this transaction, Mr. Brown's beneficial ownership includes 1,827,556 shares indirectly through the Charitable Lead Annuity Trust.
• Direct ownership includes 2,812,487 shares (with 248 shares acquired via the Company's Employee Stock Purchase Plan in July 2025, and subject to dividend reinvestment variations).
• Additional direct ownership includes 221,847 shares from the 2019 Stock Incentive Plan, 299,264 shares from the 2010 Stock Incentive Plan, and 32,000 shares from the Performance Stock Plan.
• Indirect ownership also includes 43,121 shares in a 401k plan (as of December 31, 2024) and 32,241 shares owned by children, for which beneficial ownership is disclaimed.

Sentiment

Score: 6

Explanation: The transaction is a charitable disposition, which is generally neutral to slightly positive as it reflects philanthropy. It is not a sale for cash, which could be interpreted negatively. The CEO retains significant ownership, aligning interests.

Positives

• The transaction represents a charitable contribution, which can reflect positively on the executive's philanthropy and potentially the company's broader social responsibility image.
• The CEO retains significant beneficial ownership across various direct and indirect holdings, which generally aligns management's interests with those of shareholders.

Negatives

• No direct negatives are identified from this specific Form 4 filing, as it details a non-sale disposition for charitable purposes rather than a sale for personal gain.

Risks

• Shares granted under the 2019 Stock Incentive Plan (221,847 shares), 2010 Stock Incentive Plan (299,264 shares), and Performance Stock Plan (32,000 shares) are subject to service-based and/or performance-based vesting conditions, meaning full ownership is not yet realized and could be forfeited if conditions are not met.

Future Outlook

The filing does not provide specific forward-looking statements or guidance regarding the company's future performance, focusing instead on an insider transaction.

Management Comments

• "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."

Industry Context

This Form 4 filing details an individual insider transaction, specifically a charitable disposition of shares by the CEO. It does not provide information directly related to broader industry trends or competitive landscape, but rather reflects personal financial planning and philanthropic activities of a key executive within the insurance brokerage industry.

Comparison to Industry Standards

• This filing is a standard disclosure of an insider transaction and does not contain information that allows for a direct comparison to industry-specific financial or operational benchmarks or comparable companies/projects. The transaction is a personal disposition by an executive.

Related Party Transactions

• The disposition of 127,034 shares was made to the James Hyatt Brown Nongrantor Charitable Lead Annuity Trust, of which the Reporting Person is a trustee and a remainder beneficiary, indicating a related party transaction for charitable purposes.

Stakeholder Impact

• **Shareholders:** The transaction is a non-sale disposition for charitable purposes by the CEO, which does not directly impact the company's operational performance or financial health. The CEO retains substantial beneficial ownership, maintaining alignment with shareholder interests.
• **Employees:** No direct impact on employees is indicated by this filing.
• **Customers:** No direct impact on customers is indicated by this filing.
• **Suppliers:** No direct impact on suppliers is indicated by this filing.
• **Creditors:** No direct impact on creditors is indicated by this filing.

Next Steps

• No specific future actions, events, or milestones are mentioned in this Form 4 filing beyond the reporting of the transaction itself.

Key Dates

Recommendation

This Form 4 filing reports a charitable disposition of shares by the CEO, J. Powell Brown, to a trust. It is a non-sale transaction and does not indicate any change in the company's operational performance or strategic direction. The CEO retains significant beneficial ownership, which is a positive for alignment with shareholder interests. As such, this specific filing does not provide new information that would warrant a change in investment recommendation, suggesting a 'hold' position is appropriate based solely on this disclosure.

Keywords

Brown & Brown, BRO, J. Powell Brown, SEC Form 4, Insider Transaction, Charitable Trust, Stock Ownership, CEO, Equity Compensation, Stock Incentive Plan