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BROWN & BROWN, INC.

BRO
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Business Summary

Brown & Brown, Inc. is a diversified insurance agency, wholesale brokerage, insurance programs and service organization that markets and sells insurance products and services, primarily in the property, casualty and employee benefits areas. The Company primarily operates as an agent or broker not assuming underwriting risks, but also operates and/or participates in various ancillary insurance operations, including reinsurance companies and stand-alone captives, series captive insurance companies, protected cell companies, segregated account companies, a quota share captive and an excess of loss layer captive. The Company also operates a write-your-own flood insurance carrier, Wright National Flood Insurance Company, whose underwriting business consists of policies written pursuant to the National Flood Insurance Program, the program administered by the Federal Emergency Management Agency to which premiums and underwriting exposure are ceded, and excess flood policies which are fully reinsured in the private market.

The insurance intermediary business is highly competitive, and numerous firms actively compete with the Company for customers and insurance markets. Competition is largely based upon innovation, knowledge, understanding of terms and conditions of coverage, quality of service and price. A number of firms with substantially greater resources and market presence compete with the Company. A number of insurance companies directly sell insurance, primarily to individuals or small enterprises, and as a result do not pay commissions to third-party agents and brokers. Internet and startup technology companies continue to be a source for direct placement of personal lines or small business insurance. The Company has its own technology capabilities to also serve personal lines and small businesses.

The Company generates revenue primarily through commissions paid by insurance companies and, to a lesser extent, fees paid directly by customers. Commission revenues generally represent a percentage of the premium paid by an insured and are affected by fluctuations in both premium rate levels charged by insurance companies and the insureds’ underlying insurable exposure units. The Company also earns profit-sharing contingent commissions, which are commissions based primarily on underwriting results, but in select situations may reflect additional considerations for volume, growth and/or retention. Fee revenues primarily relate to services other than securing coverage for customers, and for fees negotiated in lieu of commissions, generated by the Specialty Distribution segment for the issuance of insurance policies on behalf of insurance carriers and by the Retail segment in its large-account customer base, F&I businesses, and for Medicare Set-aside services, Social Security disability services and Medicare benefits advocacy services. Fee revenues as a percentage of total commissions and fees represented 22.2% in 2025 and 21.1% in 2024.

The Retail segment provides a broad range of insurance products and services to commercial, public and quasi-public, professional and individual insured customers, and non-insurance services and products through its automobile dealer services F&I businesses. Significant lines of coverage and capabilities include Property & Casualty, Employee Benefits, Personal Insurance, and various specialized coverages such as Flood and Excess Liability, Cyber Risk, and Private Equity/Mergers & Acquisitions. During 2025, commissions and fees from the largest single Retail segment customer represented 0.6% of the Retail segment’s total commissions and fees. As of December 31, 2025, the Retail segment employed 14,531 employees and had physical locations in 44 states plus Bermuda, Canada, Cayman Islands, India, the Netherlands, Republic of Ireland and the United Kingdom.

The Specialty Distribution segment consists of programs, wholesale brokerage and specialty businesses. The programs businesses, operating under the name Arrowhead Programs, specialize in the development, underwriting and management of insurance program business, often designed for niche, underserved markets, and distribute coverages to retail agencies, affinity groups, wholesale entities and direct to consumers. The wholesale brokerage businesses, operating under the name Bridge Specialty Group, offer capabilities across multiple lines including wholesale brokerage, binding and underwriting, and international markets. The specialty businesses, operating under the name Arrowhead Specialty, offer solutions across affinity and administrative services, captives, reinsurance, travel/accident, warranty, and life & health, including Oxford Risk Management Group, a captive risk management business. The largest Specialty Distribution segment customer represented approximately 7.2% of the segment's total commissions and fees. As of December 31, 2025, the Specialty Distribution segment employed 7,905 employees.

In conjunction with the acquisition of RSC, the holding company for Accession Risk Management Group, Inc., in the third quarter of 2025, the Company realigned its business from three to two segments, consolidating its Programs and Wholesale Brokerage segments into a new Specialty Distribution segment. During 2025, the Company completed 43 acquisitions (including book purchases) and paid $7,854 million , net of cash, and cash and cash equivalents held in a fiduciary capacity acquired, most notably for the purchases of Accession and Poulton Associates, LLC for $7,463 million and $168 million , respectively. On June 10, 2025, the Company entered into an Underwriting Agreement for the offer and sale of 43,137,254 shares of common stock at a per share offering price of $102.00 for aggregate net proceeds of $4,315 million . On June 11, 2025, the Company issued $400 million principal amount of 4.600% Senior Notes due 2026, $500 million principal amount of 4.700% Senior Notes due 2028, $800 million principal amount of 4.900% Senior Notes due 2030, $500 million principal amount of 5.250% Senior Notes due 2032, $1,000 million principal amount of 5.550% Senior Notes due 2035 and $1,000 million principal amount of 6.250% Senior Notes due 2055. On October 22, 2025, the board of directors approved an additional $1,251 million increase to the existing share repurchase authorization, bringing the total remaining repurchase capacity at that time to approximately $1,500 million . During 2025, the Company repurchased 1,255,970 shares at an average price per share of $79.62 for a total cost of $100 million .

Total revenues for 2025 were $5,902 million , compared to $4,805 million in 2024, an increase of 22.8% . Net income attributable to the Company was $1,054 million in 2025, compared to $993 million in 2024, an increase of 6.1% . Diluted net income per share was $3.16 in 2025 versus $3.46 in 2024. Income before income taxes for 2025 increased by $68 million , or 5.2% over 2024. EBITDAC - Adjusted was $2,121 million for 2025, compared to $1,689 million for 2024, an increase of 25.6% . EBITDAC Margin - Adjusted was 35.9% for 2025 versus 35.2% for 2024. The consolidated Organic Revenue growth rate was 2.8% for 2025.

Business Outlook

The Company has increased revenues every year from 1993 to 2025, with the exception of 2009, when revenues declined 1.0%. Revenues grew from $95.6 million in 1993 to $5.9 billion in 2025, reflecting a compound annual growth rate of 14.2% . In the same 32-year period, net income increased from $8.1 million to over $1.0 billion in 2025, a 16.9% compound annual growth rate. The Company believes there are significant benefits and synergies that may be realized through the Transaction, though the efforts to realize these benefits and synergies will be a complex process and may disrupt existing operations if not implemented in a timely and efficient manner. The full benefits of the Transaction, including the anticipated synergies and growth opportunities, may not be realized as expected or may not be achieved within the anticipated time frame, or at all.

The Company's growth strategy partially includes the acquisition of other insurance intermediaries and related businesses. From 1993 through the fourth quarter of 2025, the Company acquired 717 insurance intermediary operations. The Company competes for acquisition and expansion opportunities with firms and banks that may have substantially greater resources. If the Company is unable to identify appropriate acquisition targets, or if competitors are more successful at favorable valuations, the Company may fail to achieve desired strategic goals and capabilities. The Company also intends to continue to consider additional international expansion opportunities, with substantial operations in the United Kingdom and operations in Belgium, Bermuda, Canada, Cayman Islands, France, Germany, Hong Kong, India, Italy, Malaysia, the Netherlands, Republic of Ireland, Singapore and United Arab Emirates.

Employee compensation and benefits expense as a percentage of total revenues was 49.7% for 2025 as compared to 50.1% for 2024. Other operating expenses represented 16.2% of total revenues for 2025 as compared to 14.8% for 2024. The effective tax rate on income from operations was 22.2% in 2025 and 23.1% in 2024. EBITDAC Margin - Adjusted for the Retail segment remained flat at 30.0% for 2025 as compared to 2024. EBITDAC Margin - Adjusted for the Specialty Distribution segment increased to 43.1% in 2025 from 42.8% in 2024.

As of December 31, 2025, the Company employed 22,888 individuals worldwide. In 2025, the Company expanded its team by nearly 5,794 teammates through 43 acquisitions. The Company has agreements with its sales team and certain other employees to safeguard confidential information, restrict post-employment solicitation of customers, and prevent the hiring of employees for a set period after separation. The majority of employment relationships are at will and terminable by either party at any time; however, the confidentiality and non-solicitation covenants generally extend at least two years after employment ends. Apart from certain employees in Canada, none of the Company's employees are subject to a collective bargaining agreement.

Capital expenditures amounted to $68 million and $82 million in 2025 and 2024, respectively, and included purchases of furniture and fixtures, leasehold improvements related to office moves and hardware and software purchases related to information technology investments. During 2025 and 2024, the Company paid cash dividends of $193 million and $154 million , respectively, an increase of $39 million , 25.3% . On January 21, 2026, the board of directors approved a quarterly cash dividend of $0.165 per share to be paid on February 11, 2026. At December 31, 2025, the remaining amount authorized by the board of directors for share repurchases was $1,400 million .

The Company's commission revenue could fluctuate as a result of factors outside of its control, including fluctuations in premiums charged by insurance carriers due to the cyclical nature of the insurance market. An extended period of low or declining premium rates, known as a soft market, generally leads to downward pressure on commission revenue and can have a material adverse impact on commission revenue and operating margins. Significant or sustained inflation can adversely affect the Company by increasing costs, including salary costs, while lower levels of inflation may reduce revenue growth by slowing the increase in insurable asset values. The Company is also subject to risks arising out of natural disasters, which may cause a decrease to profit-sharing contingent commissions, reduced underwriting capacity by insurance carriers, and claims expenses within captive insurance facilities.

The Company faces risks related to its international operations, which may result in additional risks or require more management time and expense than domestic operations to achieve or maintain profitability. These risks include difficulties in staffing and managing international operations, less flexible employee relationships, political and economic instability, unexpected changes in regulatory requirements and laws, adverse trade policies, variations in foreign currency exchange rates, and burdens of complying with anti-corruption laws and a wide variety of labor practices and international laws. A significant portion of the Company's businesses are concentrated in Florida, Michigan, Massachusetts, California, New York and Georgia, where for the year ended December 31, 2025, the Company derived approximately 16% , 9% , 8% , 6% , 6% , and 5% of annual revenue, respectively, and approximately 10% of annual revenue from businesses located in the United Kingdom.

Risk Factors

The Company may fail to realize all anticipated benefits of the Transaction, including the use of Accession’s deferred tax assets, and the benefits may take longer to realize than expected. Financing the Transaction resulted in an increase in indebtedness to $7,613 million as of December 31, 2025, which could reduce business flexibility and increase interest expense. The Company is subject to risks related to Accession’s business, including underwriting risk in connection with certain captive insurance companies, and cannot predict the ultimate outcome of litigation pending against Accession’s subsidiary, Oxford Risk Management Group LLC, with respect to the 2024 restructuring of the domicile of certain financial guarantee and final judgment preservation policies for segregated captive cells. The Company has $15 billion of goodwill recorded on its Consolidated Balance Sheet as of the date of the filing, and a significant and sustained decline in stock price, expected future cash flows, or an adverse change in the business climate could result in impairment charges. Over the last three years, profit-sharing contingent commissions have averaged approximately 4.4% of commissions and fees, and the occurrence of natural disasters could cause declines in these commissions or subject captive insurance facilities to claims expenses.

Management Priorities

Management's message emphasizes the Company's foundation built on four pillars: people, performance, service and innovation. The Company's culture is defined by integrity, innovation, discipline and meritocracy, with a customer-first approach driving a high-performing, decentralized organization focused on growth and service. With nearly 20% of the Company owned by teammates, the Company fosters a unique ownership culture, and over 60% of U.S. teammates participate in the Teammate Stock Purchase Plan. Management highlights that the Company has increased revenues every year from 1993 to 2025, with the exception of 2009, when revenues declined 1.0%, growing from $95.6 million in 1993 to $5.9 billion in 2025, reflecting a compound annual growth rate of 14.2% , and increased net income from $8.1 million to over $1.0 billion in 2025, a 16.9% compound annual growth rate. The strategic priorities emphasized include the successful integration of the Accession acquisition, continued organic growth through new business and customer retention, and the disciplined pursuit of acquisitions to expand the Company's platform.

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 7, MD&A — Results of Operations
  2. [2] Item 7, MD&A — Results of Operations
  3. [3] Item 1, Business — Retail segment
  4. [4] Item 1, Business — Retail segment
  5. [5] Item 1, Business — Specialty Distribution segment
  6. [6] Item 1, Business — Specialty Distribution segment
  7. [7] Item 7, MD&A — Liquidity and Capital Resources
  8. [8] Item 7, MD&A — Liquidity and Capital Resources
  9. [9] Item 7, MD&A — Liquidity and Capital Resources
  10. [10] Item 7, MD&A — Liquidity and Capital Resources
  11. [11] Item 7, MD&A — Liquidity and Capital Resources
  12. [12] Item 7, MD&A — Liquidity and Capital Resources
  13. [13] Item 7, MD&A — Liquidity and Capital Resources
  14. [14] Item 7, MD&A — Liquidity and Capital Resources
  15. [15] Item 7, MD&A — Liquidity and Capital Resources
  16. [16] Item 7, MD&A — Liquidity and Capital Resources
  17. [17] Item 7, MD&A — Liquidity and Capital Resources
  18. [18] Item 7, MD&A — Liquidity and Capital Resources
  19. [19] Item 7, MD&A — Liquidity and Capital Resources
  20. [20] Item 7, MD&A — Liquidity and Capital Resources
  21. [21] Item 7, MD&A — Liquidity and Capital Resources
  22. [22] Item 5, Market for Registrant's Common Equity — Issuer Purchases of Equity Securities
  23. [23] Item 5, Market for Registrant's Common Equity — Issuer Purchases of Equity Securities
  24. [24] Item 5, Market for Registrant's Common Equity — Issuer Purchases of Equity Securities
  25. [25] Item 8, Consolidated Statements of Income
  26. [26] Item 8, Consolidated Statements of Income
  27. [27] Item 7, MD&A — Results of Operations
  28. [28] Item 8, Consolidated Statements of Income
  29. [29] Item 8, Consolidated Statements of Income
  30. [30] Item 7, MD&A — Results of Operations
  31. [31] Item 8, Consolidated Statements of Income
  32. [32] Item 8, Consolidated Statements of Income
  33. [33] Item 7, MD&A — Results of Operations
  34. [34] Item 7, MD&A — Results of Operations
  35. [35] Item 7, MD&A — Results of Operations
  36. [36] Item 7, MD&A — Results of Operations
  37. [37] Item 7, MD&A — Results of Operations
  38. [38] Item 7, MD&A — Results of Operations
  39. [39] Item 7, MD&A — Results of Operations
  40. [40] Item 7, MD&A — Results of Operations
  41. [41] Item 7, MD&A — General Company Overview
  42. [42] Item 7, MD&A — General Company Overview
  43. [43] Item 7, MD&A — Acquisitions
  44. [44] Item 7, MD&A — Results of Operations
  45. [45] Item 7, MD&A — Results of Operations
  46. [46] Item 7, MD&A — Results of Operations
  47. [47] Item 7, MD&A — Results of Operations
  48. [48] Item 7, MD&A — Results of Operations
  49. [49] Item 7, MD&A — Results of Operations
  50. [50] Item 7, MD&A — Segment Information
  51. [51] Item 7, MD&A — Segment Information
  52. [52] Item 7, MD&A — Segment Information
  53. [53] Item 1, Business — Human Capital
  54. [54] Item 1, Business — Human Capital
  55. [55] Item 1, Business — Human Capital
  56. [56] Item 7, MD&A — Liquidity and Capital Resources
  57. [57] Item 7, MD&A — Liquidity and Capital Resources
  58. [58] Item 7, MD&A — Liquidity and Capital Resources
  59. [59] Item 7, MD&A — Liquidity and Capital Resources
  60. [60] Item 7, MD&A — Liquidity and Capital Resources
  61. [61] Item 7, MD&A — Liquidity and Capital Resources
  62. [62] Item 7, MD&A — Liquidity and Capital Resources
  63. [63] Item 5, Market for Registrant's Common Equity — Issuer Purchases of Equity Securities
  64. [64] Item 1A, Risk Factors
  65. [65] Item 1A, Risk Factors
  66. [66] Item 1A, Risk Factors
  67. [67] Item 1A, Risk Factors
  68. [68] Item 1A, Risk Factors
  69. [69] Item 1A, Risk Factors
  70. [70] Item 1A, Risk Factors
  71. [71] Item 1A, Risk Factors
  72. [72] Item 1A, Risk Factors
  73. [73] Item 7, MD&A — General Company Overview
  74. [74] Item 1, Business — Human Capital
  75. [75] Item 1, Business — Human Capital
  76. [76] Item 7, MD&A — General Company Overview
  77. [77] Item 7, MD&A — General Company Overview
  78. [78] Item 8, Consolidated Statements of Income
  79. [79] Item 8, Consolidated Statements of Income
  80. [80] Item 8, Consolidated Statements of Income
  81. [81] Item 8, Consolidated Statements of Income
  82. [82] Item 8, Consolidated Statements of Income
  83. [83] Item 8, Consolidated Statements of Income
  84. [84] Item 8, Consolidated Statements of Income
  85. [85] Item 8, Consolidated Statements of Income
  86. [86] Item 7, MD&A — Results of Operations
  87. [87] Item 7, MD&A — Results of Operations
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  91. [91] Item 7, MD&A — Results of Operations
  92. [92] Item 7, MD&A — Liquidity and Capital Resources
  93. [93] Item 7, MD&A — Liquidity and Capital Resources
  94. [94] Item 8, Consolidated Balance Sheets
  95. [95] Item 8, Consolidated Balance Sheets
  96. [96] Item 7, MD&A — Segment Information
  97. [97] Item 7, MD&A — Segment Information
  98. [98] Item 7, MD&A — Segment Information
  99. [99] Item 7, MD&A — Segment Information
  100. [100] Item 7, MD&A — Segment Information
  101. [101] Item 7, MD&A — Segment Information
  102. [102] Item 7, MD&A — Segment Information
  103. [103] Item 7, MD&A — Segment Information
  104. [104] Item 7, MD&A — Results of Operations
  105. [105] Item 7, MD&A — Results of Operations
  106. [106] Item 7, MD&A — Results of Operations
  107. [107] Item 7, MD&A — Results of Operations

Analysis on 6/21/2026