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Brown & Brown BRO · USD

Financials · Insurance · US listing · 🇺🇸 United States

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Brown & Brown annual report

Filed with the US Securities and Exchange Commission

10-K

The latest annual report covers the year to 31 Dec 2025, filed on 12 Feb 2026.

Read the 10-K on SEC.gov ↗

Five-year highlights

In USD.

FY2025FY2024FY2023FY2022FY2021
Revenue, before interest expense$5.96bn$4.71bn$4.26bn$3.57bn$3.05bn
Operating income$1.70bn$1.37bn$1.28bn$973.9m$857.5m
Net income$1.05bn$993.0m$870.5m$671.8m$587.1m
Total assets$29.99bn$17.61bn$14.88bn$13.97bn$9.80bn
Shareholders' equity$12.55bn$6.44bn$5.58bn$4.61bn$4.20bn

Revenue by business

Year to 31 Dec 2019

  • Retail $1.37bn · 57.2%
  • National Programs [Member] $518.4m · 21.7%
  • Wholesale Brokerage [Member] $310.1m · 13.0%
  • Services [Member] $193.8m · 8.1%

Revenue by region

Year to 31 Dec 2022

  • U.S. $3.33bn · 93.3%
  • England, Bermuda, Cayman Islands and Ireland $240.6m · 6.7%
  • U.K. $170.0m · 4.8%
  • Ireland $38.1m · 1.1%
  • Canada $23.6m · 0.7%
  • Other country. $8.9m · 0.2%

From the 2025 annual report

As filed, for the year to Dec. 31, 2025. A later report may be linked above: this is the newest our data supplier has processed.

As filed
Income statement USD ($) $ in Millions
Dec. 31, 2025Dec. 31, 2024Dec. 31, 2023
Commissions and fees5,7634,7054,199
Investment and other income13910058
Total revenues5,9024,8054,257
Employee compensation and benefits2,9352,4062,187
Other operating expenses959710650
Loss/(gain) on disposal2-31-143
Amortization312178166
Depreciation554440
Interest297193190
Change in estimated acquisition earn-out payables25221
Mark-to-market of escrow liability-5400
Total expenses4,5313,5023,111
Income before income taxes1,3711,3031,146
Income taxes304301275
Net income before non-controlling interests1,0671,002871
Less: Net income attributable to non-controlling interests139—
Net income attributable to the Company1,054993871
Basic3.373.483.07
Diluted3.163.463.05
Balance sheet USD ($) $ in Millions
Cash and cash equivalents1,079675
Fiduciary cash2,4711,827
Commission, fees and other receivables1,438895
Fiduciary receivables1,5151,116
Reinsurance recoverable6471,527
Prepaid reinsurance premiums980520
Other current assets484364
Total current assets8,6146,924
Fixed assets, net367319
Operating lease assets269200
Goodwill15,0877,970
Amortizable intangible assets, net4,9061,814
Other assets748385
Total assets29,99117,612
Fiduciary liabilities3,9862,943
Losses and loss adjustment reserve6711,543
Unearned premiums1,053577
Accounts payable990373
Accrued expenses and other liabilities875653
Current portion of long-term debt719225
Total current liabilities8,2946,314
Long-term debt less unamortized discount and debt issuance costs6,8943,599
Operating lease liabilities243189
Deferred income taxes, net815711
Other liabilities1,172362
Common stock, par value $0.10 per share; authorized 560 shares; issued 357 shares and outstanding 336 shares at 2025, issued 306 shares and outstanding 286 shares at 2024, respectively3631
Additional paid-in capital6,1601,118
Treasury stock, at cost 21 shares at 2025 and 20 shares at 2024, respectively-848-748
Accumulated other comprehensive income/(loss)210-109
Non-controlling interests2617
Retained earnings6,9896,128
Total equity12,5736,437
Total liabilities and equity29,99117,612
Cash flow statement USD ($) $ in Millions
Dec. 31, 2025Dec. 31, 2024Dec. 31, 2023
Net income before non-controlling interests1,0671,002871
Amortization312178166
Depreciation554440
Non-cash stock-based compensation9310189
Change in estimated acquisition earn-out payables25221
Mark-to-market of escrow liability-5400
Deferred income taxes-71312
Net loss/(gain) on sales/disposals of investments, businesses, fixed assets and customer accounts3-29-140
Payments on acquisition earn-outs in excess of original estimated payables-3-37-29
Other655
Commissions, fees and other receivables (increase) decrease-95-94-106
Reinsurance recoverable (increase) decrease1,356-1,402706
Prepaid reinsurance premiums (increase) decrease-182-58-68
Other assets (increase) decrease-44-98-117
Losses and loss adjustment reserve increase (decrease)-1,3481,411-710
Unearned premiums increase (decrease)17711550
Accounts payable increase (decrease)11-47260
Accrued expenses and other liabilities increase (decrease)183543
Other liabilities increase (decrease)6033-83
Net cash provided by operating activities1,4501,1741,010
Additions to fixed assets-68-82-69
Payments for businesses acquired, net of cash acquired-7,854-890-631
Proceeds from sales of businesses, fixed assets and customer accounts970107
Other investing activities-146
Net cash used in investing activities-7,914-898-587
Fiduciary receivables and liabilities, net53191189
Payments on acquisition earn-outs-143-117-90
Proceeds from long-term debt4,1925990
Payments on long-term debt-225-719-251
Deferred debt issuance costs-36-50
Borrowings on revolving credit facility450500420
Payments on revolving credit facility-600-350-320
Proceeds from issuance of common stock, net of expenses4,31500
Issuances of common stock for employee stock benefit plans484440
Repurchase shares to fund tax withholdings for non-cash stock-based compensation-42-55-40
Purchase of treasury stock-10000
Cash dividends paid-193-154-135
Other financing activities-620
Net cash provided by (used in) financing activities7,713-64-187
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash inclusive of fiduciary cash64-1334
Net increase in cash, cash equivalents and restricted cash inclusive of fiduciary cash1,313199270
Cash, cash equivalents and restricted cash inclusive of fiduciary cash at beginning of period2,5022,3032,033
Cash, cash equivalents and restricted cash inclusive of fiduciary cash at end of period3,8152,5022,303
Note: Segment Information

NOTE 15 Segment InformationIn conjunction with the acquisition of Accession in the third quarter of 2025, the Company realigned its business from three to two segments. As a result of the segment reorganization, the Company consolidated its Programs and Wholesale Brokerage segments into a new Specialty Distribution segment. Beginning in the third quarter of 2025, the Company reports its financial results in the following two reportable segments: (i) the Retail segment, which provides a broad range of insurance products and services to commercial, public and quasi-public entities, and to professional and individual customers, and non-insurance risk-mitigating products through our F&I businesses; and (ii) the Specialty Distribution segment, which consists of our programs, wholesale brokerage and specialty businesses. Our programs businesses which act as MGUs, provide targeted products and services designated for specific industries, trade groups, governmental entities and market niches, which are delivered to the insured directly, to affinity groups, through wholesale brokers or through a global network of independent agents, including Brown & Brown retail agents. Our wholesale brokerage businesses underwrite and place excess and surplus commercial and personal lines insurance, typically for specialized or hard-to-place types of risks, primarily through a global network of independent agents and brokers, including Brown & Brown retail agents. Our specialty business offers solutions across affinity and administrative services, captives, reinsurance, travel/accident, warranty, and life & health.The balances presented for periods prior to December 31, 2025 have been recast to align with the two-segment structure.Brown & Brown conducts most of its operations within the U.S. International retail operations include businesses based in Bermuda, Canada, Cayman Islands, India, the Netherlands, Republic of Ireland and the United Kingdom; specialty distribution operations are in Belgium, Canada, France, Germany, Hong Kong, Italy, Malaysia, the Netherlands, Singapore, United Arab Emirates and the United Kingdom. These operations earned $843 million, $665 million and $527 million of total revenues for the years ended December 31, 2025, 2024 and 2023, respectively.The accounting policies of the reportable segments are the same as those described in Note 1. The Company evaluates the performance of its segments based upon revenues and income before income taxes.

Note: Revenues

NOTE 2 RevenuesThe following tables present the revenues disaggregated by revenue source: For the year ended December 31, 2025 (in millions) Retail Specialty Distribution Other(8) Total Base commissions(1) $ 2,334 $ 1,607 $ — $ 3,941 Fees(2) 795 485 (2 ) 1,278 Other supplemental commissions(3) 185 21 — 206 Profit-sharing contingent commissions(4) 72 183 — 255 Earned premium(5) — 83 — 83 Investment income(6) 17 26 89 132 Other income, net(7) 3 4 — 7 Total Revenues $ 3,406 $ 2,409 $ 87 $ 5,902 For the year ended December 31, 2024 (in millions) Retail Specialty Distribution Other(8) Total Base commissions(1) $ 1,874 $ 1,407 $ 1 $ 3,282 Fees(2) 631 362 (1 ) 992 Other supplemental commissions(3) 171 17 — 188 Profit-sharing contingent commissions(4) 44 122 — 166 Earned premium(5) — 77 — 77 Investment income(6) 6 29 58 93 Other income, net(7) 3 2 2 7 Total Revenues $ 2,729 $ 2,016 $ 60 $ 4,805 For the year ended December 31, 2023 (in millions) Retail Specialty Distribution Other(8) Total Base commissions(1) $ 1,692 $ 1,176 $ — $ 2,868 Fees(2) 597 400 (2 ) 995 Other supplemental commissions(3) 164 15 (1 ) 178 Profit-sharing contingent commissions(4) 50 80 — 130 Earned premium(5) — 28 — 28 Investment income(6) 1 14 37 52 Other income, net(7) 4 1 1 6 Total Revenues $ 2,508 $ 1,714 $ 35 $ 4,257 (1)Base commissions 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,” which are units that insurance companies use to measure or express insurance exposed to risk (such as property values, or sales and payroll levels) to determine what premium to charge the insured. Insurance companies establish these premium rates based upon many factors, including loss experience, risk profile and reinsurance rates paid by such insurance companies, none of which we control.(2)Fee revenues relate to fees for services other than securing coverage for our customers, fees negotiated in lieu of commissions, and F&I products and services.(3)Other supplemental commissions include additional commissions over base commissions received from insurance carriers based on predetermined growth or production measures. This includes incentive commissions and guaranteed supplemental commissions.

Note: Commitments and Contingencies

NOTE 13 Commitments and ContingenciesLegal ProceedingsThe Company records losses for claims in excess of the limits of, or outside the coverage of, applicable insurance at the time and to the extent they are probable and estimable. In accordance with ASC 450 - Contingencies, the Company accrues anticipated costs of settlement, damages, losses for liability claims and, under certain conditions, costs of defense, based upon historical experience or to the extent specific losses are probable and estimable. Otherwise, the Company expenses these costs as incurred. If the best estimate of a probable loss is a range rather than a specific amount, the Company accrues the amount at the lower end of the range.The Company’s accruals for legal matters that were probable and estimable were not material at December 31, 2025 and 2024. We continue to assess certain litigation and claims to determine the amounts, if any, that management believes will be paid as a result of such claims and litigation and, therefore, additional losses may be accrued and paid in the future, which could adversely impact the Company’s operating results, cash flows and overall liquidity. The Company maintains third-party insurance policies to provide coverage for certain legal claims, in an effort to mitigate its overall exposure to unanticipated claims or adverse decisions. However, as (i) one or more of the Company’s insurance carriers could take the position that portions of these claims are not covered by the Company’s insurance, (ii) to the extent that payments are made to resolve claims and lawsuits, applicable insurance policy limits are eroded and (iii) the claims and lawsuits relating to these matters are continuing to develop, it is possible that future results of operations or cash flows for any particular quarterly or annual period could be materially affected by unfavorable resolutions of these matters. Based upon the AM Best Company ratings of these third-party insurers, management does not believe there is a substantial risk of an insurer’s material non-performance related to any current insured claims.On the basis of current information, the availability of insurance and legal advice, in management’s opinion, the Company is not currently involved in any legal proceedings which, individually or in the aggregate, would have a material adverse effect on its financial condition, operations and/or cash flows.

Note: Long-Term Debt

NOTE 8 Long-Term DebtLong-term debt at December 31, 2025 and 2024 consisted of the following, with certain prior-period amounts having been reclassified to conform to the current-period presentation. (in millions) December 31,2025 December 31,2024 Current portion of long-term debt: Current portion of 5-year term loan facility expires 2026 $ 169 $ 25 Current portion of 3-year term loan facility expired 2025 — 150 4.600% senior notes, semi-annual interest payments, balloon due 2026 400 — Current portion of 5-year revolving loan facility, periodic interest payments, SOFR plus up to 1.525%, plus commitment fees up to 0.225%, expires October 27, 2026 100 — Current portion of 5-year term loan facility expires 2027 50 50 Total current portion of long-term debt 719 225 Long-term debt: Note agreements: 4.700% senior notes, semi-annual interest payments, balloon due 2028 500 — 4.500% senior notes, semi-annual interest payments, balloon due 2029 350 350 4.900% senior notes, semi-annual interest payments, balloon due 2030 800 — 2.375% senior notes, semi-annual interest payments, balloon due 2031 700 700 4.200% senior notes, semi-annual interest payments, balloon due 2032 600 600 5.250% senior notes, semi-annual interest payments, balloon due 2032 500 — 5.650% senior notes, semi-annual interest payments, balloon due 2034 600 600 5.550% senior notes, semi-annual interest payments, balloon due 2035 1,000 — 4.950% senior notes, semi-annual interest payments, balloon due 2052 600 600 6.250% senior notes, semi-annual interest payments, balloon due 2055 1,000 — Total notes 6,650 2,850 Credit agreements: 5-year term loan facility, periodic interest and principal payments, SOFR plus up to1.750%, expires October 27, 2026 — 169 5-year revolving loan facility, periodic interest payments, SOFR plus up to 1.525%, plus commitment fees up to 0.225%, expires October 27, 2026 — 250 5-year term loan facility, periodic interest and principal payments, SOFR plus up to 1.750%, expires March 31, 2027 313 362 Total credit agreements 313 781 Unamortized portion of debt discounts related to note agreements (contra) (18 ) (11 ) Debt issuance costs (contra) (51 ) (21 ) Total long-term debt, less unamortized discount and debt issuance costs 6,894 3,599 Current portion of long-term debt 719 225 Total debt $ 7,613 $ 3,824 Note agreements: On June 11, 2025, the Company entered into an Underwriting Agreement with BofA Securities, Inc. and J.P.

Note: Income Taxes

NOTE 9 Income TaxesSignificant components of the provision for income taxes for the years ended December 31 are as follows: (in millions) 2025 2024 2023 Current: Federal $ 187 $ 198 $ 180 State 68 70 57 Foreign 37 19 23 Total current provision 292 287 260 Deferred: Federal 38 14 26 State 5 4 6 Foreign (31 ) (4 ) (17 ) Total deferred provision 12 14 15 Total tax provision $ 304 $ 301 $ 275 The table below provides additional information as a result of our adoption of ASU 2023-09. A reconciliation of the differences between the effective tax rate and the federal statutory tax rate for the year ended December 31, 2025 is as follows: (in millions) 2025 2025 Provision for income taxes at U.S. federal statutory rate $ 288 21.0 % Effect of cross-border tax laws 4 0.2 Nontaxable or nondeductible items (14 ) (1.0 ) Other (3 ) (0.2 ) State and local income taxes, net of federal income tax effect 54 3.9 Foreign tax effects Bermuda Effect of rates different than statutory (24 ) (1.7 ) Other 1 0.1 Other foreign jurisdictions (7 ) (0.5 ) Worldwide changes in unrecognized tax benefits 5 0.3 Total tax provision and effective tax rate $ 304 22.1 % The individual state and local jurisdictions comprising the majority of state income taxes, net of federal income tax benefit, include: Florida, California, Minnesota, South Carolina, New York City and New Jersey.As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, a reconciliation of the differences between the effective tax rate and the federal statutory tax rate is as follows: 2024 2023 Federal statutory tax rate 21.0 % 21.0 % State income taxes, net of federal income tax benefit 4.6 4.5 Non-deductible employee stock purchase plan expense 0.2 0.2 Non-deductible meals and entertainment 0.2 0.2 Non-deductible officers’ compensation 0.4 0.4 Tax benefit from stock-based compensation (1.9 ) (1.6 ) Effect of rates different than statutory (1.1 ) — Other, net (0.3 ) (0.6 ) Effective tax rate 23.1 % 24.1 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts used for income tax reporting purposes.

Note: Leases

NOTE 14 LeasesSubstantially all of the Company's leases are classified as operating leases and primarily represent real estate leases for office space used to conduct the Company's business that expire on various dates through 2041. Leases generally contain renewal options and escalation clauses based upon increases in the lessors’ operating expenses and other charges. The Company anticipates that most of these leases will be renewed or replaced upon expiration. The Company assesses at inception of a contract if it contains a lease. This assessment is based on: (i) whether the contract involves the use of a distinct identified asset, (ii) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (iii) whether the Company has the right to direct the use of the asset.The right-of-use asset is initially measured at cost, which is primarily composed of the initial lease liability, plus any initial direct costs incurred, less any lease incentives received. The lease liability is initially measured at the present value of the minimum lease payments through the term of the lease. Minimum lease payments are discounted to present value using the incremental borrowing rate at the lease commencement date, which approximates the rate of interest the Company expects to pay on a secured borrowing in an amount equal to the lease payments for the underlying asset under similar terms and economic conditions. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a total term of 12 months or less. The effect of short-term leases on the Company’s right-of-use asset and lease liability would not be significant. The balances and classification of operating lease right-of-use assets and operating lease liabilities within the Consolidated Balance Sheets as of December 31, 2025 and 2024 is as follows: (in millions) December 31, 2025 December 31, 2024 Balance Sheet Assets: Operating lease right-of-use assets Operating lease assets $ 269 $ 200 Total assets 269 200 Liabilities: Current operating lease liabilities Accrued expenses and other liabilities 62 47 Non-current operating lease liabilities Operating lease liabilities 243 189 Total liabilities $ 305 $ 236 As of December 31, 2025, the Company has entered into future lease agreements expected to commence in 2026 consisting of undiscounted lease liabilities of $37 million.

Note: Business Combinations

NOTE 3 Business CombinationsDuring the year ended December 31, 2025, the Company acquired the assets and assumed certain liabilities of 18 insurance intermediaries, all of the stock of 15 insurance intermediaries, and purchased 10 books of businesses (customer accounts) for a total of 43 acquisitions. Additionally, adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last 12 months as permitted by Accounting Standards Codification (“ASC”) 805 - Business Combinations (“ASC 805”). Based on the acquisition date and the complexity of the underlying valuation work, certain amounts included in the Company’s Consolidated Financial Statements may be provisional; and therefore, those amounts are subject to further adjustments within the permitted measurement period, as defined in ASC 805. Management often uses independent third-party valuation specialists to assist in finalizing the fair value of assets acquired and liabilities assumed. Fair value adjustments, if any, are most common to the values established for amortizable intangible assets and earnout liabilities, with the offset to goodwill, net of any income tax effect. Provisional estimates were used to initially record the acquisitions of NBS Insurance Agency, Tim Parkman, Inc., Accession Risk Management Group and Poulton Associates, LLC, including for intangible assets, goodwill, customer contract related balances, tax related balances and other asset and liability accounts. For the year ended December 31, 2025, adjustments to prior year acquisitions were made within the permitted measurement period that resulted in a net decrease to goodwill of $3 million. These measurement period adjustments have been reflected as current period adjustments in the year ended December 31, 2025. Gross cash paid for acquisitions was $8,708 million and $934 million in the years ended December 31, 2025 and 2024, respectively. We completed 43 acquisitions (including book of business purchases) during the year ended December 31, 2025 and 32 acquisitions (including book of business purchases) during the year ended December 31, 2024.On August 1, 2025, the Company completed the acquisition of RSC, the holding company for Accession Risk Management Group, Inc.

Note: Cybersecurity Risk Management,

ITEM 1C. Cybersecurity.The Company relies on our internal Technology Solutions team and third-party vendors to deliver effective and efficient services to our customers, process claims, and report information accurately and promptly to carriers. This often requires the secure handling of confidential, sensitive, proprietary, and other types of information. We actively monitor the risks associated with potential cybersecurity breaches of any of these systems. Therefore, we have made investments, and will continue to invest, in technology security initiatives, information technology policies, resources, and teammate training to mitigate the risk of unauthorized access to sensitive or personally identifiable information. The audit committee of our board of directors, composed entirely of independent directors, is responsible for organization-wide oversight regarding information security and reports to the full board of directors. All directors typically attend our committee meetings, which we believe creates transparency and a more collaborative and informed board. The audit committee receives reports on at least a quarterly basis from the Company’s chief information security officer on the Company’s latest information security risks and mitigation strategies. Assessing, identifying and managing cybersecurity related risks are integrated into our overall enterprise risk management (ERM) program. As part of the Company’s ERM program, the board of directors receives a report, at least annually, from the Company’s chief executive officer and chief legal officer concerning the Company’s risks, which include cybersecurity risks. The Company’s chief information security officer, under the direction of Company’s chief security officer, is responsible for developing and implementing our information security program. Both our chief security officer and our chief information security officer bring extensive experience in technology, operations, information risk and security in both the military and the private sector, including developing comprehensive information security programs for large and complex organizations. With more than 25 years of experience, our chief information security officer previously served as the chief information security officer of a highly regulated publicly traded company, where he developed and implemented robust security controls, standards, policies and procedures aligned with measurable industry standards.

Long notes are shortened. The full text is in the filing.

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