Form 4: Brown & Brown EVP Gifts Over 127K Shares

Brown & Brown Executive Vice President P. Barrett Brown reported a gift of 127,034 shares of common stock, adjusting his beneficial ownership.

Summary

• P. Barrett Brown, Executive Vice President of Brown & Brown, Inc. (BRO), reported a disposition of 127,034 shares of common stock.
• The transaction occurred on December 31, 2025, and was coded as a gift (G) with a price of $0.00 per share.
• Following this transaction, beneficial ownership includes 1,827,556 shares held indirectly through the James Hyatt Brown Nongrantor Charitable Lead Annuity Trust, of which Mr. Brown is a trustee and remainder beneficiary.
• Mr. Brown directly owns 1,351,419 shares, with 248 of these acquired through the Company's Employee Stock Purchase Plan in July 2025.
• An additional 66,479 shares are held directly under the Company's 2019 Stock Incentive Plan, which grant voting and dividend rights but are subject to service-based vesting conditions.
• Indirect ownership also includes 10,922 shares in a 401k plan (based on information as of December 31, 2024) and 2,324 shares owned by children, for which beneficial ownership is disclaimed.

Sentiment

Score: 5

Explanation: The filing is a routine report of an insider transaction (a gift) and does not inherently convey positive or negative sentiment regarding the company's operational or financial performance.

Positives

• The disposition of shares is a gift to a Charitable Lead Annuity Trust, indicating philanthropic activity by a senior executive.
• The executive maintains significant beneficial ownership in the company, both directly and indirectly, demonstrating continued alignment with shareholder interests.
• Acquisition of 248 shares through the Employee Stock Purchase Plan in July 2025 indicates ongoing participation in employee ownership programs.

Negatives

• No direct negatives are apparent from this Form 4 filing, as it primarily reports a gift transaction.

Risks

• No specific risks are mentioned in this Form 4 filing, which is a standard report of insider transactions.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Industry Context

This filing reports an individual insider transaction and does not provide information relevant to broader industry trends or competitor analysis.

Related Party Transactions

• The disposition of shares was to the James Hyatt Brown Nongrantor Charitable Lead Annuity Trust, of which the Reporting Person is a trustee and remainder beneficiary. This is a disclosed related party arrangement for beneficial ownership purposes.

Stakeholder Impact

• Shareholders: Minimal direct impact. The gift reduces the executive's direct ownership but maintains significant indirect holdings, signaling continued alignment.
• Charitable Trust: The trust benefits from the gifted shares.

Key Dates

Keywords

Brown & Brown, BRO, P. Barrett Brown, SEC Form 4, Insider Transaction, Beneficial Ownership, Common Stock, Charitable Trust, Executive Vice President, Stock Incentive Plan, Employee Stock Purchase Plan