Form 4: Brown & Brown CFO Reports Stock Transactions

Brown & Brown's EVP, CFO, and Treasurer, R. Andrew Watts, reported recent transactions involving the company's common stock, including a gift disposition and an acquisition by a family trust.

Summary

• R. Andrew Watts, Executive Vice President, Chief Financial Officer, and Treasurer of Brown & Brown, Inc. (BRO), reported changes in his beneficial ownership of the company's common stock.
• On December 19, 2025, Watts disposed of 3,592 shares of common stock, $.10 par value, as a gift (transaction code G) at a price of $0.00.
• Following this disposition, Watts directly beneficially owns 98,397 shares of common stock.
• On the same date, December 19, 2025, 470 shares of common stock, $.10 par value, were acquired by the Watts Family Trust (transaction code G) at a price of $0.00.
• Following this acquisition, the Watts Family Trust indirectly beneficially owns 3,198 shares of common stock.
• Watts also directly beneficially owns 90,359 shares of common stock granted pursuant to the Company's 2019 Stock Incentive Plan (2019 SIP). These shares carry voting rights and dividend entitlement but full ownership is subject to service-based vesting conditions.
• A total of 248 shares were acquired through the Company's Employee Stock Purchase Plan in July 2025, contributing to the direct beneficial ownership.

Sentiment

Score: 5

Explanation: The filing is a factual report of routine insider transactions (a gift disposition and a family trust acquisition) and does not contain information that would significantly alter the sentiment towards the company. The transactions are relatively small compared to the total holdings and do not indicate a strong positive or negative signal.

Positives

• The acquisition of 470 shares by the Watts Family Trust indicates continued indirect investment in the company by the CFO's family.
• The significant holding of 90,359 shares under the 2019 Stock Incentive Plan aligns management's long-term interests with those of shareholders, as full ownership is contingent on service-based conditions.

Negatives

• The disposition of 3,592 shares, even as a gift, reduces the direct beneficial ownership of the EVP, CFO, and Treasurer.

Risks

• The 90,359 shares held under the 2019 Stock Incentive Plan are subject to service-based vesting conditions, meaning full ownership is not yet guaranteed and depends on continued employment or other specified service terms.

Future Outlook

This Form 4 filing reports specific insider transactions and does not provide forward-looking statements or guidance regarding the company's future performance or strategic direction. The 90,359 shares from the 2019 SIP will vest upon satisfaction of service-based conditions.

Industry Context

This filing is a routine disclosure of insider stock transactions for an executive at Brown & Brown, Inc., a prominent insurance brokerage firm. Such transactions are common for executives and are monitored by investors for insights into management's confidence and compensation structures. The nature of these transactions (a gift disposition and a family trust acquisition) does not suggest any significant shift in broader industry trends or competitive landscape.

Related Party Transactions

• Acquisition of 470 shares of common stock by the Watts Family Trust on December 19, 2025, which is an indirect beneficial ownership for R. Andrew Watts.

Stakeholder Impact

• Shareholders may note the continued significant equity holdings of a key executive, which generally aligns management's interests with shareholder value creation.
• The transactions are routine and unlikely to have a material impact on employees, customers, suppliers, or creditors.

Next Steps

• Continued satisfaction of service-based conditions for the vesting of 90,359 shares from the 2019 Stock Incentive Plan.

Key Dates

Keywords

Brown & Brown, BRO, Form 4, Insider Transaction, Beneficial Ownership, R. Andrew Watts, CFO, Common Stock, Stock Incentive Plan, Executive Compensation