A diversified insurance intermediary, Brown & Brown helps businesses and individuals find property, casualty, employee benefits, and personal insurance, plus specialty coverage for hard-to-place risks through brands like Arrowhead Programs and Bridge Specialty Group. It was founded in 1939 in Daytona Beach, Florida, as a two-person agency called Brown & Owen, named for founder J. Adrian Brown and his cousin Charles "Cov" Owen. Today, a large share of the company is owned by its own teammates, who are called "teammates."
Brown & Brown enters amended credit agreement increasing revolving facility to $1.25B and adding $500M term loans.
On June 5, 2026, Brown & Brown, Inc. entered into a Third Amended and Restated Credit Agreement, amending the prior credit agreement dated October 27, 2021.
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The revolving credit facility was increased from $800 million to $1,250 million, with maturity extended to June 5, 2031.
The agreement provides for a $250 million Term A-1 Loan Facility maturing June 5, 2029, and a $250 million Term A-2 Loan Facility maturing June 5, 2031.
As of the filing date, $825 million was outstanding under the facilities.
The credit agreement includes customary covenants, limitations, and events of default for similarly rated borrowers.
1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Brown & Brown shareholders approve 6.9M share increase to 2019 Stock Incentive Plan
At the May 6, 2026 Annual Meeting, shareholders approved an amendment to the 2019 Stock Incentive Plan to increase available shares by 6,900,000 and extend the plan term.
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All 14 director nominees were elected, including J. Hyatt Brown, J. Powell Brown, and Kathleen A. Savio, with votes for each ranging from 259,499,982 to 283,223,881.
Shareholders ratified Deloitte & Touche LLP as independent auditor for fiscal year 2026, with 290,036,120 votes for and 16,369,254 against.
Advisory vote on executive compensation passed with 240,765,556 votes for and 42,472,512 against.
The meeting had a quorum of 306,507,079 shares, representing approximately 90.27% of outstanding shares.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders
Brown & Brown sets 2026 executive cash incentives and grants performance stock awards/units.
On February 26, 2026, the Compensation Committee adopted the 2026 annual cash incentive for certain named executive officers, with target amounts: J. Powell Brown $5,500,000; R. Andrew Watts $1,400,000; J. Scott Penny $1,100,000; Chris L. Walker $1,400,000.
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The cash incentive is based 40% on organic revenue growth, 40% on adjusted EBITDAC margin, and 20% on personal objectives, with payouts ranging from 0% to 200% of target.
On March 3, 2026, the Compensation Committee granted performance-based restricted stock (PSA Shares) to named executive officers, with dollar amounts: J. Powell Brown $10,000,000; R. Andrew Watts $5,000,000; J. Scott Penny $2,500,000.
PSA Shares vest in equal increments on March 3, 2032, 2033, and 2034, with a maximum payout of 805% based on performance over a five-year period beginning January 1, 2026.
On March 3, 2026, Chris L. Walker received a performance stock unit (PSU) grant of $1,500,000, vesting in equal increments on March 3, 2031, 2032, and 2033, with a maximum payout of 299%.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits
8-K
Brown & Brown files 8-K furnishing 2026 Company Overview for investor meetings
Brown & Brown, Inc. filed a Form 8-K on March 2, 2026, under Item 7.01 Regulation FD Disclosure.
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The filing furnishes the 2026 Company Overview presentation as Exhibit 99.1, which management may use in meetings with institutional investors and analysts.
The presentation includes forward-looking statements and references non-GAAP financial measures such as Organic Revenue, EBITDAC, and Diluted Net Income Per Share - Adjusted.
The disclosure highlights risks related to the acquisition of RSC Topco, Inc. (Accession), including financing, integration, and anticipated benefits.
The information is furnished, not filed, and is not incorporated by reference into other SEC filings unless expressly stated.
7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits