Every material Form 8-K Brown & Brown filed with the SEC in 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 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.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Brown & Brown filing is on SEC EDGAR ↗. 8-K briefs of other companies →