8-K: Brown & Brown Reports Strong Full-Year 2025 Adjusted Growth

Brown & Brown, Inc. announced robust full-year 2025 financial results, including significant revenue growth and double-digit adjusted diluted net income per share growth, despite a Q4 organic revenue decrease.

Summary

• Total revenues for the fourth quarter ended December 31, 2025, were $1.6 billion, an increase of 35.7% compared to the prior year's fourth quarter.
• Organic Revenue for the fourth quarter decreased by 2.8%.
• Diluted net income per share (GAAP) for the fourth quarter was $0.59, a decrease of 19.2%.
• Diluted Net Income Per Share Adjusted for the fourth quarter increased to $0.93, up 8.1%.
• Total revenues for the twelve months ended December 31, 2025, were $5.9 billion, an increase of 22.8% compared to 2024.
• Organic Revenue for the twelve months increased by 2.8%.
• Diluted net income per share (GAAP) for the twelve months was $3.16, a decrease of 8.7%.
• Diluted Net Income Per Share Adjusted for the twelve months increased to $4.26, up 10.9%.
• EBITDAC Adjusted for the twelve months was $2.1 billion, an increase of 25.6%, with EBITDAC Margin Adjusted increasing to 35.9% from 35.2% in 2024.
• The acquisition of Accession was highlighted as a key event for 2025.

Sentiment

Score: 7

Explanation: The company reported strong full-year adjusted financial results, including double-digit adjusted EPS growth and significant total revenue increases, largely driven by acquisitions. While Q4 organic revenue declined and GAAP EPS decreased, management's commentary and the full-year adjusted metrics present a generally positive outlook, tempered by the Q4 organic performance.

Positives

• Full-year 2025 total revenues increased by $1.1 billion, or 22.8%, to $5.9 billion.
• Full-year 2025 Organic Revenue increased by 2.8%.
• Full-year 2025 Diluted Net Income Per Share Adjusted increased to $4.26, or 10.9%.
• Full-year 2025 EBITDAC Adjusted increased by 25.6% to $2.1 billion, with margin expansion to 35.9% from 35.2%.
• Q4 2025 Total revenues increased by $423 million, or 35.7%, to $1.6 billion.
• Q4 2025 EBITDAC Adjusted increased by 35.6% to $529 million, maintaining a 32.9% margin.
• Successful acquisition of Accession (RSC Topco, Inc.) in 2025, contributing to significant revenue growth.

Negatives

• Q4 2025 Organic Revenue decreased by 2.8%.
• Q4 2025 Diluted net income per share (GAAP) decreased by 19.2% to $0.59.
• Full-year 2025 Diluted net income per share (GAAP) decreased by 8.7% to $3.16.
• Q4 2025 Income Before Income Taxes Margin decreased to 20.0% from 23.2% in the prior year.
• Full-year 2025 Income Before Income Taxes Margin decreased to 23.2% from 27.1% in 2024.

Risks

• The Company's determination as it finalizes its financial results for the fourth quarter and full year 2025 that its financial results differ from the current preliminary unaudited numbers.
• The possibility that the anticipated benefits, including any anticipated costs saving and strategies, of the acquisition of Accession (the Transaction) are not realized when expected or at all.
• Risks related to the financing of the Transaction, including that financing the Transaction resulted in an increase in the Company's indebtedness.
• Risks relating to the financial information related to Accession.
• Risks related to Accession's business, including underwriting risk in connection with certain captive insurance companies.
• The risk that certain assumptions the Company has made relating to the Transaction prove to be materially inaccurate.
• The inability to hire, retain and develop qualified employees, as well as the loss of any of our executive officers or other key employees.
• A cybersecurity attack or any other interruption in information technology and/or data security that may impact our operations or the operations of third parties that support us.
• Acquisition-related risks that could negatively affect the success of our growth strategy, including the possibility that we may not be able to successfully identify suitable acquisition candidates, complete acquisitions, successfully integrate acquired businesses into our operations and expand into new markets.
• Risks related to our international operations, which may result in additional risks or require more management time and expense than our domestic operations to achieve or maintain profitability.
• The requirement for additional resources and time to adequately respond to dynamics resulting from rapid technological change, including the increasing use of artificial intelligence and robotic processing automation.
• The loss of or significant change to any of our insurance company or intermediary relationships, which could result in loss of capacity to write business, additional expense, loss of market share or material decrease in our commissions.
• The effect of natural disasters on our profit-sharing contingent commissions, insurer capacity or claims expenses within our capitalized captive insurance facilities.
• Adverse economic conditions, political conditions, outbreaks of war, disasters, or regulatory changes in states or countries where we have a concentration of our business.
• The inability to maintain our culture or a significant change in management, management philosophy or our business strategy.
• Fluctuations in our commission revenue as a result of factors outside of our control.
• The effects of significant or sustained inflation or higher interest rates.
• Claims expense resulting from the limited underwriting risk associated with our participation in capitalized captive insurance facilities.
• Risks associated with our automobile and recreational vehicle finance and incentives dealer services (F&I) businesses.
• Changes in, or the termination of, certain programs administered by the U.S. federal government from which we derive revenues.
• The limitations of our system of disclosure and internal controls and procedures in preventing errors or fraud, or in informing management of all material information in a timely manner.
• Our reliance on vendors and other third parties to perform key functions of our business operations and provide services to our customers.
• The significant control certain shareholders have.
• Changes in data privacy and protection laws and regulations or any failure to comply with such laws and regulations.
• Improper disclosure of confidential information.
• Our ability to comply with non-U.S. laws, regulations and policies.
• The potential adverse effect of certain actual or potential claims, regulatory actions or proceedings on our businesses, results of operations, financial condition or liquidity.
• Uncertainty in our business practices and compensation arrangements with insurance carriers due to potential changes in regulations.
• Regulatory changes that could reduce our profitability or growth by increasing compliance costs, technology compliance, restricting the products or services we may sell, the markets we may enter, the methods by which we may sell our products and services, or the prices we may charge for our services and the form of compensation we may accept from our customers, carriers and third-parties.
• Increasing scrutiny and changing laws and expectations from regulators, investors and customers with respect to our environmental, social and governance practices and disclosure.
• A decrease in demand for liability insurance as a result of tort reform legislation.
• Our failure to comply with any covenants contained in our debt agreements.
• The possibility that covenants in our debt agreements could prevent us from engaging in certain potentially beneficial activities.
• Fluctuations in foreign currency exchange rates.
• A downgrade to our corporate credit rating, the credit ratings of our outstanding debt or other market speculation.
• Changes in the U.S.-based credit markets that might adversely affect our business, results of operations and financial condition.
• Changes in current U.S. or global economic conditions, including an extended slowdown in the markets in which we operate.
• Disintermediation within the insurance industry, including increased competition from insurance companies, technology companies and the financial services industry, as well as the shift away from traditional insurance markets.
• Conditions that result in reduced insurer capacity.
• Quarterly and annual variations in our commissions that result from the timing of policy renewals and the net effect of new and lost business production.
• Intangible asset risk, including the possibility that our goodwill may become impaired in the future.
• Changes in our accounting estimates and assumptions.
• Future pandemics, epidemics or outbreaks of infectious diseases, and the resulting governmental and societal responses.
• Other risks and uncertainties as may be detailed from time to time in our public announcements and Securities and Exchange Commission (SEC) filings.
• Other factors that the Company may not have currently identified or quantified.

Future Outlook

The filing contains standard forward-looking statements disclaimers but does not provide specific quantitative guidance or a qualitative outlook beyond general expectations of future events. It highlights potential factors that could cause actual results to differ materially from expectations, including risks related to acquisitions, economic conditions, and regulatory changes.

Management Comments

• "2025 was another great year for the Brown & Brown team highlighted by the acquisition of Accession along with strong revenue growth, double-digit adjusted diluted net income per share growth and good adjusted margin expansion." J. Powell Brown, president and chief executive officer.

Industry Context

As a leading insurance brokerage firm, Brown & Brown's performance reflects trends in the broader insurance market, including pricing dynamics, demand for insurance solutions, and M&A activity. The significant total revenue growth suggests successful integration of acquisitions like Accession, a common strategy in the consolidating insurance brokerage sector. The mention of inflation and higher interest rates in the risk factors indicates awareness of macroeconomic pressures impacting the industry, potentially affecting client demand or investment income. The decrease in Q4 organic revenue, however, could signal a softening in underlying market conditions or increased competition in certain segments, contrasting with the full-year organic growth.

Comparison to Industry Standards

• The filing does not provide specific comparable companies, projects, or results for direct industry comparison.

Stakeholder Impact

• Shareholders: Positive impact from strong adjusted earnings growth and total revenue growth, potentially offset by GAAP EPS decline and Q4 organic revenue decrease. Increased indebtedness from acquisition financing could be a concern.
• Employees: Management noted "another great year for the Brown & Brown team," suggesting positive morale and stability, especially with growth through acquisition.
• Customers: Continued delivery of "comprehensive and customized insurance solutions" with a global presence, implying stable or expanding service offerings.
• Creditors: Increased long-term debt to $6.894 billion in 2025 from $3.599 billion in 2024 due to acquisition financing, which could increase credit risk.

Next Steps

• A conference call to discuss the results will be held on Tuesday, January 27, 2026, at 8:00 AM (EST).

Key Dates

Recommendation

The company demonstrates strong growth in total revenue and adjusted earnings, largely fueled by strategic acquisitions like Accession, which is a positive for long-term value creation in the consolidating insurance brokerage sector. However, the decline in Q4 organic revenue and GAAP diluted EPS raises questions about underlying organic growth momentum and the dilutive impact of recent activities on a GAAP basis. The increased indebtedness from acquisition financing also warrants careful monitoring. Given the mixed signals—strong adjusted performance and strategic growth versus a dip in Q4 organic growth and GAAP metrics—a "hold" recommendation is appropriate. Investors should await further clarity on organic growth trends and integration synergies from the Accession acquisition before making a more definitive move.

Keywords

insurance brokerage, financial results, Q4 2025, full year 2025, revenue growth, organic revenue, diluted EPS, adjusted EPS, EBITDAC, Accession acquisition, corporate governance, risk management, SEC filing, BRO, Brown & Brown