Form 4: Brown & Brown CEO Reports Routine Tax-Related Stock Disposition

Brown & Brown's President and CEO, J. Powell Brown, reported a tax-related disposition of 44,737 shares of common stock at $69.59 per share to cover income tax withholding requirements.

Summary

• J. Powell Brown, President and CEO of Brown & Brown, Inc. (BRO), reported a disposition of 44,737 shares of common stock.
• The transaction occurred on February 23, 2026, at a price of $69.59 per share.
• The shares were withheld by the company solely to cover income tax withholding requirements associated with the vesting of 113,684 shares under the Company's 2019 Stock Incentive Plan ('2019 SIP').
• Following this transaction, J. Powell Brown directly owns 2,881.434 shares of common stock, which includes 248 shares acquired through the Teammate Stock Purchase Plan in July 2025.
• Additional direct beneficial ownership includes 108,163 shares under the 2019 SIP, 299,264 shares under the 2010 Stock Incentive Plan ('2010 SIP'), and 32,000 shares under the Performance Stock Plan ('PSP'), all subject to vesting conditions.
• Indirect beneficial ownership includes 1,827,556 shares held by the James Hyatt Brown Nongrantor Charitable Lead Annuity Trust, 43,849 shares in a 401k plan (as of December 31, 2025), and 32,241 shares owned by children, for which beneficial ownership is disclaimed.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, representing a routine tax-related transaction rather than a discretionary sale or purchase by the insider.

Future Outlook

The filing, an insider transaction report, does not contain forward-looking statements or guidance regarding the company's future performance.

Industry Context

StockSavvy.ai notes that tax-related dispositions of shares are a common and routine occurrence for executives when equity awards vest, and typically do not signal a change in company fundamentals or management's outlook.

Stakeholder Impact

• Minimal impact on shareholders as this is a routine tax-related transaction associated with executive compensation, not a discretionary sale reflecting a change in management's confidence or company fundamentals.

Key Dates

Recommendation

This Form 4 reports a routine tax-related disposition of shares by the CEO, which does not reflect a change in the company's fundamentals or the CEO's investment conviction. It is a standard event associated with executive compensation and vesting schedules, and therefore does not warrant a change in investment recommendation.

Keywords

Brown & Brown, BRO, Insider Transaction, Form 4, J. Powell Brown, CEO, Stock Incentive Plan, Tax Withholding, Equity Compensation