J. Powell Brown - Feb 26, 2023 Form 4 Insider Report for BROWN & BROWN, INC. (BRO)

Role: President and CEO, Director
Signature: /s/ J. Powell Brown
Stock symbol: BRO
Transactions as of: Feb 26, 2023
Transactions value $: -$3,277,858
Form type: 4
Date filed: 2/28/2023, 04:00 PM
Previous filing: Feb 21, 2023
Next filing: Dec 18, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BRO	Common Stock, $.10 par value	Tax liability	-$2.41M	-42.7K	-1.58%	$56.47	2.66M	Feb 26, 2023	Direct	F1, F2
transaction	BRO	Common Stock, $.10 par value	Tax liability	-$866K	-15.3K	-0.57%	$56.47	2.68M	Feb 27, 2023	Direct	F2, F3
holding	BRO	Common Stock, $.10 par value (2010 SIP)						418K	Feb 26, 2023	Direct	F4
holding	BRO	Common Stock, $.10 par value (2019 SIP)						149K	Feb 26, 2023	Direct	F5
holding	BRO	Common Stock, $.10 par value (PSP)						32K	Feb 26, 2023	Direct	F6
holding	BRO	Common Stock, $10 par value						2.2M	Feb 26, 2023	Charitable Lead Annuity Trust	F7
holding	BRO	Common Stock, $10 par value						41.8K	Feb 26, 2023	401k	F8
holding	BRO	Common Stock, $10 par value						32.2K	Feb 26, 2023	Children	F9

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

Explanation of Responses:

Id	Content
F1	Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 108,546 shares of stock under the Company's 2010 Stock Incentive Plan ("2010 SIP").
F2	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.
F3	Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 38,960 shares of stock under the Company's Performance Stock Plan ("PSP").
F4	These securities were granted pursuant to the Company's 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.
F5	These securities were granted pursuant to the Company's 2019 Stock Incentive Plan ("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.
F6	These securities were granted pursuant to the Company's 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.
F7	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.
F8	Based upon information supplied by the plan record keeper as of December 31, 2022. Number of shares varies periodically based on contributions to plan.
F9	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.