AI brief of an SEC Form 8-K · Brown & Brown (BRO)

Brown & Brown completes $9.825 billion acquisition of Accession Risk Management

Neutral Impact 4 of 5 m&a Written later

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.

Key points

  • 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

The filing

CompanyBrown & Brown (BRO)
Form8-K, current report
Filed with the SECAug 4, 2025, 9:30 PM ET
Accession number0000950170-25-102316

Items reported: 2.01 Acquisition or Disposition Completed3.02 Unregistered Equity Sale7.01 Regulation FD Disclosure

Read the filing on SEC.gov ↗

Written by AI on Nov 8, 2026, 12:42 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on August 04, 2025.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.