Every material Form 8-K Brown & Brown has filed with the SEC since June 13, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Brown & Brown reported unaudited third-quarter 2026 results on October 26, 2026, with total revenues of $1.7 billion, up 7.4%, and net income attributable to the Company of $240 million, up 5.7%. Diluted net income per share fell 1.5% to $0.67, while adjusted diluted net income per share rose 1.9% to $1.07, and margins declined from the prior-year quarter.
Total revenues of $1.7 billion, up 7.4%; Organic Revenue growth of 1.2%
Net income attributable to the Company of $240 million, up 5.7%
Diluted net income per share of $0.67, down 1.5%; adjusted diluted net income per share of $1.07, up 1.9%
Income Before Income Taxes Margin of 18.6% vs. 19.4%; EBITDAC Margin - Adjusted of 34.6% vs. 36.6%
Brown & Brown director Bronislaw E. Masojada resigned from the Board and from its Audit and Compensation Committees, effective immediately, to take on his election as Lord Mayor of the City of London in November 2026. The company said the resignation was not due to any disagreement over its operations, policies or practices, so it does not signal a dispute with management.
Masojada notified the Board of his resignation on October 21, 2026, effective immediately.
He resigns from the Board, the Audit Committee and the Compensation Committee.
Reason given: obligations tied to his election as the 698th Lord Mayor of the City of London, beginning November 2026.
The company states the resignation was not due to any disagreement with the company.
Brown & Brown said its Executive Vice President and former Retail Segment President, P. Barrett Brown, resigned for good reason effective August 10, 2026, and entered a Transition Agreement. He will stay employed through July 31, 2027 to help hand off his work, and he will receive a $1,000,000 annual base salary, bonuses totaling $1,300,000, a $130,000 expense payment and $2,500,000 in severance under the agreement.
Resignation effective August 10, 2026; Mr. Brown resigned as an officer and from subsidiary and affiliate positions.
Transition Period runs from August 10, 2026 through July 31, 2027, with payments tied to transition services and a supplemental release.
Bonus of $1,300,000 in two $650,000 installments, first payable February 2027 and second within 30 days after the Transition Period.
Severance of $2,500,000 payable in August 2027 and August 2028, plus a one-year non-compete and a $130,000 lump sum for expenses.
Brown & Brown reported second quarter 2026 results, with total revenues of $1.7 billion, up 30.4%, and diluted net income per share of $0.84, up 7.7%. Organic revenue fell 0.7%, and the income before income taxes margin narrowed to 22.9% from 24.2%, so the growth was driven mainly by acquisitions and the quarter's gains were mixed with weaker underlying performance for shareholders.
Q2 2026 total revenues were $1.7 billion, up $391 million or 30.4%; Organic Revenue decreased 0.7%.
Q2 2026 net income attributable to the company was $288 million, up 24.7%; diluted EPS was $0.84, and adjusted diluted EPS was $1.07, up 3.9%.
Six-month diluted EPS was $1.90, down 1.6%, while six-month Organic Revenue decreased 0.3%.
The company excluded $393 million of core commissions and fees from newly acquired operations when calculating Q2 Organic Revenue.
Brown & Brown entered into a Third Amended and Restated Credit Agreement on June 5, 2026, replacing its October 27, 2021 credit agreement. The revolving facility rises from $800 million to $1.25 billion with maturity extended to June 5, 2031, and two term loans of $250 million each were added, with $825 million outstanding across the facilities as of filing.
Revolving Credit Facility increased from $800 million to $1,250 million, maturing June 5, 2031
Term A-1 Loan Facility of $250 million matures June 5, 2029
Term A-2 Loan Facility of $250 million matures June 5, 2031
$825 million outstanding under the Facilities as of the filing date
At its May 6, 2026 annual meeting, Brown & Brown shareholders elected all 14 director nominees, ratified Deloitte & Touche LLP as auditor for 2026, approved advisory pay for named executive officers, and approved an amendment adding 6,900,000 shares to the 2019 Stock Incentive Plan and extending its term. The filing reports routine governance outcomes, with the plan change increasing the pool of shares available for equity awards.
Shareholders approved an amendment adding 6,900,000 shares to the 2019 Stock Incentive Plan and extending its term: 281,520,155 for, 2,432,780 against, 331,512 abstained.
Advisory vote on named executive officer compensation: 240,765,556 for, 42,472,512 against, 1,046,377 abstained.
All 14 directors were elected; Proctor Jr. received the most withheld votes at 24,784,479.
Deloitte & Touche LLP was ratified as independent registered public accountant for fiscal 2026: 290,036,120 for, 16,369,254 against.
Brown & Brown reported unaudited first-quarter 2026 results, with total revenues of $1.9 billion, up 35.4%, while Organic Revenue was flat. Diluted net income per share fell 7.8% to $1.06, but adjusted diluted EPS rose 7.8% to $1.39, and the company declared a quarterly dividend of $0.165 per share.
Total revenues $1.9 billion (up $497 million); Organic Revenue flat at 0.0%; Organic Revenue with Contingents up 2.2%
Net income attributable to the Company $426 million, up 28.7%; diluted EPS $1.06 vs. $1.15 a year earlier
Diluted EPS - Adjusted $1.39 vs. $1.29; EBITDAC - Adjusted $731 million, up 36.6%
Quarterly dividend $0.165 per share, payable May 20, 2026, to holders of record on May 11, 2026
Brown & Brown's Compensation Committee adopted a 2026 annual cash incentive plan for certain executive officers and approved performance-based stock awards on March 3, 2026. The awards tie executive pay to organic revenue growth, adjusted EBITDAC margin, five-year share price and earnings per share targets, which aligns payouts with long-term results shareholders would track.
Target 2026 cash incentives: J. Powell Brown $5,500,000; R. Andrew Watts $1,400,000; Chris L. Walker $1,400,000; J. Scott Penny $1,100,000
Performance stock awards granted March 3, 2026: J. Powell Brown $10,000,000; R. Andrew Watts $5,000,000; J. Scott Penny $2,500,000
Chris L. Walker received a performance stock unit grant valued at $1,500,000, with payouts measured over five years beginning January 1, 2026
Brown & Brown reported unaudited fourth-quarter and full-year 2025 results. Q4 total revenues rose 35.7% to $1.6 billion, but Organic Revenue fell 2.8%, and GAAP diluted EPS fell 19.2% to $0.59, while adjusted diluted EPS rose 8.1% to $0.93. The filing says the company is still finalizing its results and they may differ from these preliminary numbers.
Q4 2025 total revenues were $1.6 billion, up $423 million or 35.7%, with Organic Revenue down 2.8%.
Q4 2025 net income attributable to the Company was $264 million, up 25.7%, while diluted EPS was $0.59, down 19.2%.
Full-year 2025 diluted EPS was $3.16, down 8.7%; adjusted diluted EPS was $4.26, up 10.9%.
A conference call to discuss the results is scheduled for January 27, 2026, at 8:00 AM EST.
Brown & Brown reported unaudited third-quarter 2025 results on October 27, 2025. Revenue rose 35.4% to $1.6 billion, but GAAP diluted earnings per share fell 16.0% to $0.68 and net income attributable to the company fell 3.0% to $227 million, while adjusted diluted EPS rose 15.4% to $1.05. The filing attributes the revenue jump largely to acquisitions, with Organic Revenue growing only 3.5%.
Total revenues were $1.6 billion, up $420 million or 35.4% from the third quarter of 2024; Organic Revenue grew 3.5%.
Diluted net income per share was $0.68, down from $0.81; Diluted Net Income Per Share - Adjusted was $1.05, up from $0.91.
Income before income taxes was $311 million, down 1.9%, and the income before income taxes margin fell to 19.4% from 26.7%.
Acquisition/integration costs were $50 million in the quarter, tied to the acquisition of Accession (RSC Topco, Inc.).
Brown & Brown, Inc. said Stephen P. Hearn, its Executive Vice President and Chief Operating Officer, was appointed President of the Retail Segment effective October 17, 2025. He takes over those duties from P. Barrett Brown, who began a personal leave of absence the same day, and Hearn keeps his COO role. The filing gives no financial figures, so the change is mainly a management reassignment for shareholders to note.
Stephen P. Hearn appointed President of the Retail Segment, effective October 17, 2025, in addition to his COO role
Hearn assumes Retail Segment duties from P. Barrett Brown, the previous President of the segment
P. Barrett Brown began a personal leave of absence effective October 17, 2025
Brown & Brown, Inc. is reorganizing its reporting into two segments, Retail and Specialty Distribution, effective July 1, 2025, after its acquisition of RSC Topco, Inc. The company filed Exhibit 99.1 to recast historical segment results under the new structure, and it states that consolidated financial statements are not affected.
Programs and Wholesale Brokerage segments are consolidated into a new Specialty Distribution segment, effective July 1, 2025.
Exhibit 99.1 recasts segment data for the quarters from March 31, 2024 through June 30, 2025 and for full years 2020 to 2024.
For the three months ended June 30, 2025, Retail income before income taxes was $127 million and Specialty Distribution income before income taxes was $233 million.
The company says the reorganization does not change its previously reported consolidated financial statements.
Brown & Brown's Board increased its size from 13 to 14 directors and appointed Joia M. Johnson as a director effective immediately on August 13, 2025. Johnson is a former general counsel and chief administrative officer of Hanesbrands and serves on other public company boards, and her initial term runs to the 2026 Annual Meeting.
Board expanded from 13 to 14 directors; Joia M. Johnson, age 65, appointed August 13, 2025
Johnson was formerly Chief Administrative Officer (2016-2021) and Chief Legal Officer at Hanesbrands Inc.
Johnson currently serves on the boards of Global Payments Inc., Sylvamo Corporation and Regions Financial Corp.
Not yet assigned to any standing committee; initial term expires at the 2026 Annual Meeting
Brown & Brown closed its acquisition of RSC Topco, the holding company for Accession Risk Management Group, on August 1, 2025, for an aggregate purchase price of $9.825 billion, subject to post-closing adjustments. Approximately $4.7 billion of the net merger consideration went to RSC equityholders, paid as about $3.5 billion in cash and about $1.2 billion in newly issued Brown & Brown common stock. The deal is a large acquisition, and the new shares are subject to multi-year lock-up restrictions.
Acquisition closed August 1, 2025, with an aggregate purchase price of $9.825 billion, subject to customary post-closing adjustments
Net merger consideration of approximately $4.7 billion: about $3.5 billion in cash and about $1.2 billion in common stock
Stock consideration was priced using the $110.57 per share closing price on June 6, 2025, and was issued in an unregistered private placement
Some recipients agreed to a five-year lock-up, with 20% of shares released on the second, third and fourth anniversaries and 40% on the fifth; financial statements and pro forma information will be filed by amendment
Brown & Brown reported second quarter 2025 revenue of $1.3 billion, up 9.1%, with organic revenue up 3.6%. GAAP diluted earnings per share fell 13.3% to $0.78, and income before income taxes fell 10.1% to $311 million, while adjusted diluted earnings per share rose 10.8% to $1.03. The filing shows higher revenue alongside lower GAAP profit, with the company's adjusted measure excluding amortization and acquisition-related costs.
Total revenues were $1.3 billion, up $107 million or 9.1% from the second quarter of 2024; organic revenue grew 3.6%.
Net income attributable to the company was $231 million, down $26 million or 10.1%; GAAP diluted EPS was $0.78 versus $0.90.
Diluted EPS - Adjusted was $1.03, up 10.8%; the adjustments include $0.09 of acquisition/integration costs tied to the pending Accession acquisition.
A conference call to discuss the results is scheduled for July 29, 2025, at 8:00 AM EDT.
Brown & Brown completed a $4.2 billion sale of six tranches of senior notes maturing from 2026 to 2055, with net proceeds of approximately $4.2 billion. The company intends to use the proceeds, together with a previously announced sale of 43,137,254 common shares and cash on hand, to fund the cash consideration for its pending acquisition of RSC Topco, Inc. The notes carry a special mandatory redemption requirement at 101% of principal if the RSC deal is not completed by the Outside Date, which adds a financing contingency for shareholders to weigh.
Six series of senior unsecured notes totaling $4.2 billion, with coupons from 4.600% (due 2026) to 6.250% (due 2055)
Notes pay interest semi-annually starting December 23, 2025; the 2035 notes are not subject to the special redemption
Proceeds are earmarked for the cash consideration under the June 10, 2025 merger agreement with RSC; general corporate purposes if the deal fails
Brown & Brown sold 43,137,254 common shares for about $4.3 billion and agreed to sell $4.2 billion of senior notes in six tranches, both to fund the cash consideration for its acquisition of RSC under a merger agreement dated June 10, 2025. The filing says the financing will increase the company's indebtedness, and the company states that if the acquisition is not completed, the proceeds will go to general corporate purposes.
Common stock: 43,137,254 shares for an aggregate purchase price of about $4.3 billion; closed June 12, 2025.
Senior notes: $4.2 billion across six tranches, due 2026 to 2055, with the sale expected to close June 23, 2025.
Proceeds, with cash on hand, fund the cash consideration for the RSC acquisition and related fees and expenses.
Total debt was $3.81 billion as of March 31, 2025, according to the risk factors filed with the 8-K.
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