Brown & Brown (BRO) Financial History

There have been no impairments recorded to either goodwill or amortizable intangibles for the years ended December 31, 2025, 2024 and 2023.

Additionally, the carrying value of amortizable intangible assets attributable to each business or asset group comprising our business is periodically reviewed by management to determine if there are events or changes…

Over the last three years our profit-sharing contingent commissions generally have been in the range of 3.7% to 5.6% of our previous year’s total core commissions and fees.

The insurance intermediary business is highly competitive and we actively compete with numerous firms for customers and insurance companies, many of which have relationships with insurance companies or have a signific…

At December 31, 2025, we believe we were in compliance with the financial covenants and other limitations contained in each of the credit agreements that govern out debt.

There is continued and sometimes conflicting focus, including from governments, non-governmental organizations, regulators (including the SEC), investors and customers, on ESG issues such as environmental stewardship,…

We conduct business throughout all of the United States of America and are subject to comprehensive regulation and supervision by government agencies in each of those states.

The business practices and compensation arrangements of the insurance intermediary industry, including our practices and arrangements, are subject to uncertainty due to investigations by various governmental authorities.

We are subject to various actual and potential claims, including the claims detailed in “We are subject to risks related to Accession’s business, including underwriting risk in connection with certain captive insuranc…

We have completed several acquisitions that have introduced us to various new geographic markets, subjecting us to additional non-U.S.

We are responsible for maintaining the security and privacy of our customers’ confidential and proprietary information and the personal data of their employees.

These and similar initiatives around the world could increase the cost of developing, implementing or securing our servers and require us to allocate more resources towards enhanced technologies, further contributing…

Many statutory requirements, both in the United States and abroad, include obligations for companies to notify individuals, or the applicable regulatory authority, of security breaches involving certain personal infor…

We are subject to a variety of continuously evolving and developing laws and regulations globally regarding privacy, data protection and data security, including those related to the collection, storage, retention, ha…

At December 31, 2025, our executive officers, directors and certain of their family members collectively beneficially owned approximately 13.1% of our outstanding common stock, of which J.

We rely on a large number of vendors and other third parties to provide services, data and information such as technology, information security, funds transfers, business process management, and administration and sup…

Inflation can adversely affect us by increasing our costs, including salary costs.

countries.

A significant portion of our businesses are concentrated in Florida, Michigan, Massachusetts, California, New York and Georgia where for the year ended December 31, 2025, we derived approximately 16%, 9%, 8%, 6%, 6%,…

Additionally, AI and RPA heavily rely on the collection and analysis of extensive data sets and interaction between systems.

We are continuously taking steps to upgrade and expand our information systems capabilities, including how we electronically interact with our customers, vendors, insurance carriers and other intermediaries.

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We may enter new lines of business, implement new technologies, or offer new products and services within existing lines of business either through acquisitions or through initiatives to generate organic revenue growth.

Our growth strategy partially includes the acquisition of other insurance intermediaries and related businesses.

Additionally, our control over and ability to monitor the cybersecurity practices of our third-party vendors and service providers, and other third parties with whom we do business, remains limited, and there can be n…

disclosure of proprietary, customer, employee or other data, the inability to render services due to system outages or other business disruptions, regulatory action and scrutiny, monetary and reputational damages and…

These and other disruptions related to pandemics, epidemics or outbreaks of infectious disease could materially and adversely affect our business, financial condition, results of operations and cash flows.

We cannot predict the impact that future pandemics, epidemics or outbreaks of infectious disease, will have in the future on our customers, insurance carriers, suppliers and other third-party contractors, and each of…

The COVID-19 pandemic created significant volatility, uncertainty and economic disruption, which could further adversely affect our business and may materially and adversely affect our financial condition, results of…

FUTURE PANDEMICS, EPIDEMICS OR OUTBREAKS OF INFECTIOUS DISEASE, AND THE RESULTING GOVERNMENTAL AND SOCIETAL RESPONSES MAY MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS, LIQUIDITY, CUSTOMERS, INSURANCE CARRIERS AND THIR…

be required to lend any additional amounts to or purchase any additional notes from us and could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable.

could adversely affect us include: changes in our business compensation model as a result of regulatory developments (for example, potential changes to the Affordable Care Act); and federal and state governments estab…

disasters is limited and is subject to deductibles and coverage limits.

AI, RPA and related applications are developing rapidly.

those relating to data protection.

Additionally, we use artificial intelligence (“AI”) and robotic processing automation (“RPA”) in our business, including with respect to services provided to our customers.

Our technological development projects may not deliver the benefits we expect once they are completed or may need to be replaced or become obsolete more quickly than expected, which could result in the accelerated rec…

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group.

intermediary business.

An important way we grow our business is through acquisitions.

FUTURE SALES OR OTHER DILUTION OF OUR EQUITY COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.

legislatures in the international jurisdictions in which we operate may adopt new laws addressing contingent commission arrangements, including laws prohibiting such arrangements, and addressing disclosure of such arr…

Because our business is concentrated in the jurisdictions identified above, we face greater exposure to unfavorable changes in regulatory conditions in those jurisdictions than insurance intermediaries whose operation…

AI, RPA and related applications are developing rapidly.

If any of our employees, contractors, consultants, vendors or service providers use any third-party AI powered software in connection with our business or the services they provide to us, it may lead to the inadverten…

along with the adverse impacts that such flawed models could have on our business and operations.

Additionally, we use AI and robotic processing automation (“RPA”) in our business.

The enhancement and development of technology systems may enhance cybersecurity risks and operational and technological risks, as any latency, disruption or failure in such technological tools could result in errors i…

Our technological development projects may not deliver the benefits we expect once they are completed or may need to be replaced or become obsolete more quickly than expected, which could result in the accelerated rec…

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working capital requirements, which could reduce our return on invested capital; entry into unfamiliar markets or lines of business; unanticipated problems or legal liabilities; estimation of acquisition earn-outs; an…

We rely on information technology and third-party vendors to provide effective and efficient service to our customers, process claims, and timely and accurately report information to carriers, which often involves sec…

Furthermore, where our businesses overlap, any risks we face may be intensified due to the Transaction.

In addition, Accession has an advisory services business that assists certain customers with the establishment of captive insurance companies, for their own purposes, which leverage the benefits of Section 831(b) of t…

Relatedly, we cannot predict the ultimate outcome of the litigation pending against Accession’s subsidiary, Oxford Risk Management Group LLC, with respect to the 2024 restructuring of the domicile of certain financial…

Accession’s ownership of one or more captive insurance companies subjects us to underwriting risk through such ownership and/or participation and may also subject us to certain liabilities and expenses, including thos…

We are subject to risks related to Accession’s business and assumed its insurance policies and other obligations.

WE ARE SUBJECT TO RISKS RELATED TO ACCESSION’S BUSINESS, INCLUDING UNDERWRITING RISK IN CONNECTION WITH CERTAIN CAPTIVE INSURANCE COMPANIES.

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We have made certain assumptions relating to the Transaction, which assumptions involve significant judgment and may not reflect the full range of uncertainties and unpredictable outcomes inherent in the Transaction a…

WE HAVE MADE CERTAIN ASSUMPTIONS RELATING TO THE TRANSACTION WHICH MAY PROVE TO BE MATERIALLY INACCURATE.

As of December 31, 2025, our total debt was $7,613 million.

FINANCING THE TRANSACTION RESULTED IN AN INCREASE IN OUR INDEBTEDNESS, WHICH COULD ADVERSELY AFFECT US, INCLUDING BY DECREASING OUR BUSINESS FLEXIBILITY AND INCREASING OUR INTEREST EXPENSE.

We believe that there are significant benefits and synergies that may be realized through the Transaction.

WE MAY FAIL TO REALIZE ALL OF THE ANTICIPATED BENEFITS OF THE TRANSACTION (INCLUDING USE OF ACCESSION’S DEFERRED TAX ASSETS), AND THE TRANSACTION OR THOSE BENEFITS MAY TAKE LONGER TO REALIZE THAN EXPECTED.

Risks Related to the Acquisition of Accession