J. Powell Brown - 20 Feb 2023 Form 4 Insider Report for BROWN & BROWN, INC. (BRO)

Role: President and CEO, Director
Signature: /s/ J. Powell Brown
Issuer symbol: BRO
Transactions as of: 20 Feb 2023
Net transactions value: $0
Form type: 4
Filing time: 21 Feb 2023, 16:02:51 UTC
Previous filing: 06 Feb 2023
Next filing: 28 Feb 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BRO	Common Stock, $.10 par value (2019 SIP)	Award	$0	+92,764	+216%	$0.000000	135,803	20 Feb 2023	Direct	F1, F2
transaction	BRO	Common Stock, $.10 par value (2019 SIP)	Award	$0	+13,005	+9.6%	$0.000000	148,808	20 Feb 2023	Direct	F2
holding	BRO	Common Stock, $.10 par value (2010 SIP)						526,413	20 Feb 2023	Direct	F3
holding	BRO	Common Stock, $.10 par value (PSP)						70,960	20 Feb 2023	Direct	F4
holding	BRO	Common Stock, $.10 par value						2,592,559	20 Feb 2023	Direct	F5
holding	BRO	Common Stock, $.10 par value						2,201,877	20 Feb 2023	Charitable Lead Annuity Trust	F6
holding	BRO	Common Stock, $.10 par value						41,847	20 Feb 2023	401k	F7
holding	BRO	Common Stock, $.10 par value						32,241	20 Feb 2023	Children	F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These securities were granted pursuant to the Company's 2019 Stock Incentive Plan ("2019 SIP"). The initial grant was made on February 21, 2020, but was subject to the satisfaction of performance-based conditions established in connection with this grant. On February 20, 2023, the Company confirmed the satisfaction of the performance-based conditions established in connection with this grant, and the Reporting Person has voting rights and dividend entitlement with respect to these shares, but full ownership will not vest until the satisfaction of additional service-based conditions.
F2	These securities were granted pursuant to the Company's 2019 SIP. The Reporting Person has voting rights and dividend entitlement with respect to these shares, but full ownership will not vest until the satisfaction of service-based conditions.
F3	These securities were granted pursuant to the Company's 2010 Stock Incentive Plan ("2010 SIP"). The Reporting Person has voting rights and dividend entitlement with respect to these shares, but full ownership will not vest until the satisfaction of service-based conditions.
F4	These securities were granted pursuant to the Company's Performance Stock Plan ("PSP"). Based on the satisfaction of conditions established pursuant to the PSP, the Reporting Person has voting rights and dividend entitlement with respect to these shares based on the satisfaction of certain performance-based criteria, but full ownership will not vest until the satisfaction of additional conditions.
F5	A total of 460 of these shares were acquired through the Company's Employee Stock Purchase Plan in July 2022. Number of shares may vary due to dividend reinvestment.
F6	These shares are held by the James Hyatt Brown Nongrantor Charitable Lead Annuity Trust, of which the Reporting Person is a trustee and a remainder beneficiary.
F7	Based upon information supplied by the plan record keeper as of December 31, 2022. Number of shares varies periodically based on contributions to plan.
F8	Reporting person disclaims beneficial ownership of securities owned by children who share the Reporting person's household. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose.