Form 4: Brown & Brown CFO Watts Acquires 32,077 Shares

Brown & Brown's EVP, CFO, and Treasurer, R. Andrew Watts, reported the acquisition of 32,077 shares of common stock through the company's 2019 Stock Incentive Plan.

Summary

• R. Andrew Watts, Executive Vice President, Chief Financial Officer, and Treasurer of Brown & Brown, Inc., reported changes in beneficial ownership of common stock.
• Watts acquired 26,010 shares of common stock ($.10 par value) on February 26, 2026, under the Company's 2019 Stock Incentive Plan (2019 SIP) at a price of $0.00.
• These 26,010 shares were initially granted on February 20, 2023, subject to performance-based conditions, which were confirmed as satisfied on February 26, 2026.
• Watts acquired an additional 6,067 shares of common stock ($.10 par value) on February 26, 2026, under the 2019 SIP at a price of $0.00.
• Following these transactions, Watts beneficially owns 90,227 shares of common stock under the 2019 SIP, for which he has voting rights and dividend entitlement, but full ownership is subject to service-based vesting conditions.
• Watts also directly owns 118,960 shares of common stock ($.10 par value), with 248 of these shares acquired through the Company's Teammate Stock Purchase Plan in July 2025.
• An additional 3,198 shares of common stock ($.10 par value) are indirectly owned by the Watts Family Trust.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive event, reflecting the successful achievement of performance targets and aligning executive interests with shareholders, though it is a routine compensation disclosure.

Positives

• The satisfaction of performance-based conditions for 26,010 shares indicates the company met specific operational or financial targets set for the grant.
• The acquisition of shares by a key executive, even through a grant, aligns management's interests with those of shareholders.

Risks

• Full ownership of the 90,227 shares acquired under the 2019 SIP is contingent upon the satisfaction of additional service-based conditions, meaning they are not fully vested.

Future Outlook

The full ownership of the 90,227 shares acquired under the 2019 SIP is contingent upon the satisfaction of additional service-based conditions, indicating future vesting events.

Industry Context

StockSavvy.ai notes that executive stock grants tied to performance and service conditions are a common practice in the insurance brokerage industry, aiming to incentivize long-term executive performance and retention. This filing reflects a routine compensation event rather than a discretionary open-market purchase.

Comparison to Industry Standards

• Executive compensation structures, including performance-based stock grants, are standard across publicly traded companies in the financial services and insurance sectors, such as Marsh & McLennan Companies (MMC) or Aon plc (AON).
• The use of a Stock Incentive Plan (SIP) with both performance and service-based vesting conditions is a widely adopted mechanism to align executive incentives with shareholder value creation and long-term company performance, consistent with best practices observed in peer companies.

Related Party Transactions

• 3,198 shares of common stock are indirectly owned by the Watts Family Trust, indicating a related party holding.

Stakeholder Impact

• Shareholders may view the satisfaction of performance conditions for executive grants as a positive signal regarding company performance and management's alignment with shareholder interests.
• The vesting conditions for the acquired shares incentivize the executive's continued service and contribution to the company.

Next Steps

• Continued satisfaction of service-based conditions for the vesting of the 90,227 shares acquired under the 2019 SIP.

Key Dates

Keywords

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