Form 4: Brown & Brown EVP Reports Routine Tax-Related Stock Sale

Brown & Brown's EVP Chief Acquisitions Officer, J. Scott Penny, reported a disposition of shares to cover tax obligations from a stock vesting event.

Summary

• EVP Chief Acquisitions Officer J. Scott Penny reported a transaction on February 23, 2026, involving Brown & Brown, Inc. common stock.
• 7,058 shares of common stock, with a par value of $0.10, were disposed of at a price of $69.59 per share.
• This disposition was solely to cover income tax withholding requirements associated with the vesting of 18,946 shares under the Company's 2019 Stock Incentive Plan (2019 SIP).
• Following the transaction, J. Scott Penny directly owns 272,674 shares, including 248 shares acquired through the Teammate Stock Purchase Plan in July 2025.
• An additional 46,480 shares are held under the 2019 SIP, with full ownership subject to satisfaction of service-based conditions.
• J. Scott Penny also jointly owns 357,056 shares with his spouse.
• Indirect ownership includes 19,947 shares in a 401k plan and 192 shares owned by children, for which beneficial ownership is disclaimed.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, representing a standard tax-related disposition following a stock vesting, which is a common occurrence for executive compensation and does not reflect a change in company fundamentals or executive confidence.

Positives

• The vesting of 18,946 shares under the 2019 Stock Incentive Plan indicates continued executive compensation and retention, aligning management interests with shareholder value.

Negatives

• A disposition of 7,058 shares, even for tax purposes, results in a reduction of the executive's direct shareholdings.

Risks

• No specific company or operational risks are disclosed in this Form 4 filing, as it primarily details an insider transaction.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that routine tax-related dispositions by insiders, such as the one reported, are common occurrences associated with executive compensation plans and generally do not indicate a change in sentiment towards the company's operational performance or future prospects.

Related Party Transactions

• Shares are jointly owned with spouse (357,056 shares).
• Shares are owned by children (192 shares), with the reporting person disclaiming beneficial ownership.

Stakeholder Impact

• Shareholders: Minimal impact, as this is a routine, tax-related disposition of shares by an executive, not indicative of a change in executive confidence or company performance.

Next Steps

• No specific future actions or milestones are mentioned in this Form 4 filing beyond the ongoing nature of the 2019 SIP vesting conditions.

Key Dates

Recommendation

This Form 4 details a routine, non-discretionary disposition of shares by an executive to cover tax obligations related to stock vesting. Such transactions are common and do not typically signal a change in the company's fundamentals or the executive's long-term outlook, thus a 'hold' recommendation is appropriate based solely on this filing.

Keywords

Brown & Brown, BRO, insider transaction, Form 4, stock vesting, executive compensation, J. Scott Penny, beneficial ownership