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What Changed
Risk factors · Feb 13, 2025 → Feb 12, 2026
121 added · 105 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.
Newly disclosed
Period Total number of shares purchased (1) Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions) October 1, 2025 to October 31, 2025 156,455 $ 79.89 156,455 $ 1,488 November 1, 2025 to November 30, 2025 1,099,515 79.56 1,099,515 1,400 December 1, 2025 to December 31, 2025 — — — 1,400 Total 1,255,970 $ 79.62 1,255,970 $ 1,400 (1) All shares reported in this column are attributable to shares purchased in open market transactions. 28 Performance Graph The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Exchange Act, each as amended, except to the extent that we specifically incorporate such information by reference into such filing.
(ii) $113 million of Acquisition/Integration Costs that had no comparable costs in the same period of 2024; and (iii) increased information technology-related costs, partially offset by (iv) lower claims costs within our captives and (v) the year-over-year decrease of approximately $12 million in the value of assets held to fund the associated liabilities within our deferred compensation plan, which was substantially offset within employee compensation and benefits, as noted above.
The net charge or credit to the Consolidated Statements of Income for the period is the combination of the net change in the estimated acquisition earn-out payables liability, and the accretion of the present value discount on those liabilities. 37 As of December 31, 2025, the fair values of the estimated acquisition earn-out payables were reevaluated and measured at fair value on a recurring basis using unobservable inputs (Level 3) as defined in ASC 820 - Fair Value Measurement .
The reconciliation of income before income taxes, included in the Consolidated Statements of Income, to EBITDAC, a non-GAAP measure, and EBITDAC - Adjusted, a non-GAAP measure, and Income Before Income Taxes Margin to EBITDAC Margin, a non-GAAP measure, and EBITDAC Margin - Adjusted, a non-GAAP measure, for the year ended December 31, 2025, including by segment, is as follows: (in millions) Retail Specialty Distribution Other Total Total Revenues $ 3,406 $ 2,409 $ 87 $ 5,902 Income before income taxes 707 865 (201 ) 1,371 Income Before Income Taxes Margin (1) 20.8 % 35.9 % NMF 23.2 % Amortization 219 93 — 312 Depreciation 31 19 5 55 Interest 28 38 231 297 Change in estimated acquisition earn-out payables 8 17 — 25 EBITDAC (2) $ 993 $ 1,032 $ 35 $ 2,060 EBITDAC Margin (2) 29.2 % 42.8 % NMF 34.9 % (Gain)/loss on disposal 2 — — 2 Acquisition/Integration Costs 27 6 80 113 Mark-to-market of escrow liability — — (54 ) (54 ) EBITDAC - Adjusted (2) $ 1,022 $ 1,038 $ 61 $ 2,121 EBITDAC Margin - Adjusted (2) 30.0 % 43.1 % NMF 35.9 % (1) “Income Before Income Taxes Margin” is defined as income before income taxes divided by total revenues (2) A non-GAAP financial measure.
Contractual Cash Obligations As of December 31, 2025, our contractual cash obligations were as follows: Payments Due by Period (in millions) Total Less Than 1 Year 1-3 Years 4-5 Years After 5 Years Long-term debt $ 7,682 $ 719 $ 813 $ 1,150 $ 5,000 Other liabilities (1) 903 32 657 37 177 Operating leases (2) 377 74 129 83 91 Interest obligations 4,181 376 649 561 2,595 Maximum future acquisition contingency payments (3) 842 405 437 — — Total contractual cash obligations (4) $ 13,985 $ 1,606 $ 2,685 $ 1,831 $ 7,863 (1) Includes the escrow liability which is included within “Other Long-Term Liabilities” issued in connection with the Transaction.
CONSOLIDATED STAT EMENTS OF INCOME For the Year Ended December 31, (in millions, except per share data) 2025 2024 2023 REVENUES Commissions and fees $ 5,763 $ 4,705 $ 4,199 Investment and other income 139 100 58 Total revenues 5,902 4,805 4,257 EXPENSES Employee compensation and benefits 2,935 2,406 2,187 Other operating expenses 959 710 650 Loss/(gain) on disposal 2 ( 31 ) ( 143 ) Amortization 312 178 166 Depreciation 55 44 40 Interest 297 193 190 Change in estimated acquisition earn-out payables 25 2 21 Mark-to-market of escrow liability ( 54 ) — — Total expenses 4,531 3,502 3,111 Income before i
Excluding the shares issued to the selling shareholders as consideration for the Accession acquisition, during 2025, the Company issued 271,532 shares valued at $21 million associated with business combinations.
Issuances of Unregistered Securities As partial consideration for the acquisition of Poulton Associates, LLC on November 1, 2025, the Company issued 271,532 shares to the equityholders.
During the third quarter, the Company drew $300 million on the Revolving Credit Facility in connection with the closing of the acquisition of Accession and repaying $100 million during the same quarter, and $100 million during the fourth quarter.
Definitions Related to Certain Components of Non-GAAP Measures • “Acquisition/Integration Costs” means the acquisition and integration costs (e.g., costs associated with regulatory filings; costs for third-party professional services, including legal, accounting, consulting, financial advisory and due diligence; costs and fees associated with entry into the bridge financing commitment; costs of integrating or streamlining processes and information technology systems, including data migration and system integration; costs associated with optimizing vendor agreements and leased office space, including exit costs related to location combinations; and employment-related costs, including severance payments, costs associated with the transition of certain legacy compensation programs, retention-related compensation expenses, and incentive payments) arising out of our acquisition of Accession and acquisitions previously completed by Accession, which are not considered to be normal, recurring or part of ongoing operations. • “Foreign Currency Translation” means the period-over-period impact of foreign currency translation, which is calculated by applying current-year foreign exchange rates to the various functional currencies in our business to our reporting currency of U.S. dollars for the same period in the prior year. 32 • “(Gain)/loss on disposal” is a caption on our consolidated statements of income which reflects net proceeds received as compared to the net book value related to sales of books of business and other divestiture transactions. • “Mark-to-market of escrow liability” is a caption on our consolidated statements of income which reflects the non-cash change in the fair value associated with certain shares of the Company’s common stock held in escrow.
The amounts recorded as earn-out payables are based upon the terms of the purchase agreements and the present value of expected future payments to be made to the sellers resulting from estimated future operating results of the acquired entities over a period subsequent to the acquisition date, typically one to three years.
If the estimated fair value of the reporting unit is less than its carrying value, an impairment loss would be recorded for the amount of carrying value in excess of fair value. 34 We typically use a combination of market and income approach methodologies to estimate the fair value of our reporting units.
No longer disclosed
Definitions Related to Certain Components of Non-GAAP Measures • “Acquisition/Integration Costs” means the acquisition and integration costs (e.g., costs associated with regulatory filings, legal/accounting services, due diligence and the costs of integrating our information technology systems) arising out of our acquisitions of GRP (Jersey) Holdco Limited and its business, Orchid Underwriters Agency and CrossCover Insurance Services, and BdB Limited companies, which are not considered to be normal, recurring or part of the ongoing operations. 30 • “Foreign Currency Translation” means the period-over-period impact of foreign currency translation, which is calculated by applying current-year foreign exchange rates to the various functional currencies in our business to our reporting currency of U.S. dollars for the same period in the prior year. • “1Q23 Nonrecurring Cost” means approximately $11.0 million expensed and substantially paid in the first quarter of 2023 to resolve a business matter, which is not considered to be normal, recurring or part of the ongoing operations. • “(Gain)/loss on disposal” is a caption on our consolidated statements of income which reflects net proceeds received as compared to net book value related to sales of books of business and other divestiture transactions, such as the disposal of a business through sale or closure.
The reconciliation of income before income taxes, included in the Consolidated Statements of Income, to EBITDAC, a non-GAAP measure, and EBITDAC - Adjusted, a non-GAAP measure, and Income Before Income Taxes Margin to EBITDAC Margin, a non-GAAP measure, and EBITDAC Margin - Adjusted, a non-GAAP measure, for the year ended December 31, 2024, including by segment, is as follows: (in millions) Retail Programs Wholesale Brokerage Other Total Total Revenues $ 2,729 $ 1,400 $ 616 $ 60 $ 4,805 Income before income taxes 602 603 175 (77 ) 1,303 Income Before Income Taxes Margin (1) 22.1 % 43.1 % 28.4 % NMF 27.1 % Amortization 119 47 12 — 178 Depreciation 21 15 3 5 44 Interest 71 30 11 81 193 Change in estimated acquisition earn-out payables 8 (7 ) 1 — 2 EBITDAC (2) $ 821 $ 688 $ 202 $ 9 $ 1,720 EBITDAC Margin (2) 30.1 % 49.1 % 32.8 % NMF 35.8 % (Gain)/loss on disposal (3 ) (28 ) - - (31 ) EBITDAC - Adjusted (2) $ 818 $ 660 $ 202 $ 9 $ 1,689 EBITDAC Margin - Adjusted (2) 30.0 % 47.1 % 32.8 % NMF 35.2 % (1) “Income Before Income Taxes Margin” is defined as income before income taxes divided by total revenues (2) A non-GAAP financial measure.
The Organic Revenue growth rate was driven by strong new business and good retention, as well as a combination of exposure unit and rate increases. 41 Income before income taxes for 2024 increased 38.9%, or $49 million, over 2023, to $175 million, due to the following: (i) the growth of EBITDAC - Adjusted described below and (ii) a decrease in the change in estimated acquisition earn-out payables.
During the period ended December 31, 2023, the Company repaid $150 million of the proceeds on the Revolving Credit Facility and had a $100 million outstanding balance. 44 Contractual Cash Obligations As of December 31, 2024, our contractual cash obligations were as follows: Payments Due by Period (in millions) Total Less Than 1 Year 1-3 Years 4-5 Years After 5 Years Long-term debt $ 3,856 $ 225 $ 781 $ 350 $ 2,500 Other liabilities 241 9 22 19 191 Operating leases (1) 278 54 94 62 68 Interest obligations 1,575 172 287 230 886 Maximum future acquisition contingency payments (2) 494 209 280 5 — Total contractual cash obligations (3),(4) $ 6,444 $ 669 $ 1,464 $ 666 $ 3,645 (1) Includes $14 million of future lease commitments expected to commence in 2025.
CONSOLIDATED STAT EMENTS OF INCOME For the Year Ended December 31, (in millions, except per share data) 2024 2023 2022 REVENUES Commissions and fees $ 4,705 $ 4,199 $ 3,563 Investment income 93 52 7 Other income, net 7 6 3 Total revenues 4,805 4,257 3,573 EXPENSES Employee compensation and benefits 2,406 2,187 1,817 Other operating expenses 710 650 597 Gain on disposal ( 31 ) ( 143 ) ( 5 ) Amortization 178 166 147 Depreciation 44 40 39 Interest 193 190 141 Change in estimated acquisition earn-out payables 2 21 ( 39 ) Total expenses 3,502 3,111 2,697 Income before income taxes 1,303 1,146 876 Income taxes 301 275 204 Net income before non-controlling interests 1,002 871 672 Less: Net income attributable to non-controlling interests 9 — — Net income attributable to the Company $ 993 $ 871 $ 672 Net income per share: Basic $ 3.48 $ 3.07 $ 2.38 Diluted $ 3.46 $ 3.05 $ 2.37 See accompanying notes to Consolidated Financial Statements. 47 BROWN & BROWN, INC.
As of December 31, 2024, the fair values of the estimated acquisition earn-out payables were reevaluated and measured at fair value on a recurring basis using unobservable inputs (Level 3) as defined in ASC 820 - Fair Value Measurement .
On October 2, 2023, the Company obtained $250 million from the Revolving Credit Facility in connection with the acquisition of Kentro Capital Limited.
The net charge or credit to the Consolidated Statements of Income for the period is the combination of the net change in the estimated acquisition earn-out payables liability, and the accretion of the present value discount on those liabilities.
The primary factors driving this increase were: (i) a decrease in allocated interest expense, (ii) the profit associated with the net increase in revenue as described above and partially offset by, (iii) the increase in the change in estimated acquisition earn-out payables.
If the fair value of the reporting unit is less than its carrying value, an impairment loss would be recorded to the extent that the fair value of the goodwill within the reporting unit is less than its carrying value.
Period Total number of shares purchased (1) Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs October 1, 2024 to October 31, 2024 3,027 $ 106.33 — $ 249 November 1, 2024 to November 30, 2024 — — — 249 December 1, 2024 to December 31, 2024 — — — 249 Total 3,027 $ 106.33 — $ 249 (1) All shares reported in this column are attributable to shares withheld for taxes in connection with vesting of restricted shares awarded under our 2010 Stock Incentive Plan and 2019 Stock Incentive Plan.
The total return calculations are based upon an assumed $100.00 investment on December 31, 2019, with all dividends reinvested. 12/19 12/20 12/21 12/22 12/23 12/24 Brown & Brown, Inc. 100.00 121.06 180.74 147.51 185.46 267.65 S&P 500 Composite 100.00 116.26 147.52 118.84 147.64 182.05 Peer Group 100.00 111.92 158.48 163.08 182.06 222.31 26 27 ITEM 6.