Form 4: Brown & Brown Executive Boosts Equity Holdings

Jerome Scott Penny, EVP Chief Acquisitions Officer of Brown & Brown, Inc., reported the acquisition of 15,680 shares of common stock through the company's 2019 Stock Incentive Plan.

Summary

• Jerome Scott Penny, EVP Chief Acquisitions Officer, acquired 13,004 shares of Common Stock under the 2019 Stock Incentive Plan on February 26, 2026, at a price of $0.00 per share.
• An additional 2,676 shares of Common Stock were acquired under the 2019 Stock Incentive Plan on February 26, 2026, at a price of $0.00 per share.
• The 13,004 shares were initially granted on February 20, 2023, subject to performance-based conditions, which were confirmed as satisfied on February 26, 2026. Full ownership is subject to additional service-based conditions.
• The 2,676 shares are also subject to service-based vesting conditions.
• Following these transactions, Penny beneficially owns a total of 711,513 shares directly and indirectly.
• This includes 59,484 shares (2019 SIP, performance-based), 62,160 shares (2019 SIP, service-based), 357,056 shares (jointly owned with spouse), 272,674 shares (direct ownership, including 248 shares from Teammate Stock Purchase Plan in July 2025), 19,947 shares (401k as of December 31, 2025), and 192 shares (owned by children, beneficial ownership disclaimed).

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, reflecting the successful achievement of performance conditions and continued executive alignment with company interests, which are standard and expected for a well-managed public company.

Positives

• Confirmation of satisfaction of performance-based conditions for 13,004 shares, indicating successful achievement of company goals.
• Increased beneficial ownership for a key executive, aligning management interests with shareholders.
• The shares were acquired at $0.00, indicating a grant or award rather than a purchase, which is a benefit to the executive.

Negatives

• Full ownership of the granted shares is still subject to additional service-based vesting conditions, meaning they are not immediately fully owned.

Risks

• The value of the granted shares is subject to market fluctuations of Brown & Brown, Inc. common stock.
• Failure to satisfy service-based conditions could result in forfeiture of unvested shares.

Future Outlook

The filing indicates a continued alignment of executive incentives with long-term company performance through multi-year vesting schedules for equity awards, suggesting a focus on sustained growth and executive retention.

Management Comments

• Reporting Person disclaims beneficial ownership of securities owned by children who share the Reporting Person's household.
• This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose.

Industry Context

StockSavvy.ai notes that equity grants to key executives like Chief Acquisitions Officers are a standard practice in the insurance brokerage industry, aiming to incentivize strategic growth initiatives, such as mergers and acquisitions, and align executive interests with shareholder value creation. This grant reinforces the company's commitment to its executive compensation strategy.

Comparison to Industry Standards

• Equity compensation for executives is a common practice across the financial services and insurance sectors, including peers like Marsh & McLennan Companies (MMC) and Aon plc (AON), which also utilize stock incentive plans to reward performance and ensure executive retention.
• The use of both performance-based and service-based vesting conditions is a standard approach to balance short-term performance incentives with long-term commitment.
• An acquisition price of $0.00 for stock grants is typical for incentive plans, reflecting compensation rather than a direct purchase.

Stakeholder Impact

• Shareholders: Potential positive impact due to increased alignment of executive interests with long-term company performance and value creation.
• Employees: The Teammate Stock Purchase Plan mentioned for other shares indicates broader employee stock ownership opportunities.

Next Steps

• Satisfaction of additional service-based conditions for full ownership of the granted shares.
• Continued monitoring of the company's performance and stock price, which will impact the value of these awards.

Key Dates

Recommendation

This Form 4 filing details a routine executive stock grant following the satisfaction of performance conditions. While it indicates positive executive alignment and performance, it does not present new information significant enough to alter the fundamental investment thesis for Brown & Brown, Inc. Therefore, a 'hold' recommendation is appropriate, maintaining current positions while awaiting more substantial operational or financial updates.

Keywords

Brown & Brown, BRO, Form 4, Insider Trading, Stock Grant, Executive Compensation, Equity Award, Beneficial Ownership, Stock Incentive Plan, Performance-Based Vesting, Service-Based Vesting