UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year ended December 31, 2025
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission file number 001-13619
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A. |
Full title of the plan and the address of the plan, if different from that of the issuer named below: |
BROWN & BROWN, INC.
EMPLOYEE SAVINGS PLAN
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B. |
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
BROWN & BROWN, INC.
300 NORTH BEACH STREET
DAYTONA BEACH, FLORIDA 32114
BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
TABLE OF CONTENTS
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Page |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
3 |
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FINANCIAL STATEMENTS: |
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Statements of Net Assets Available for Benefits |
5 |
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Statement of Changes in Net Assets Available for Benefits |
6 |
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Notes to Financial Statements |
7 |
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SUPPLEMENTAL SCHEDULE: |
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Form 5500, Schedule H, Line 4i - Schedule of Assets (Held at End of Year) |
12 |
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SIGNATURE |
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EXHIBIT INDEX |
14 |
Report of Independent Registered Public Accounting Firm
The Investment Committee, and Participants
Brown & Brown, Inc. Employee Savings Plan
Daytona Beach, Florida
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Brown & Brown, Inc. Employee Savings Plan (the Plan) as of December 31, 2025 and 2024, the related statement of changes in net assets available for benefits for the year ended December 31, 2025, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024 and the changes in net assets available for benefits for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Opinion on the Supplemental Information
The supplemental information included in Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year) as of December 31, 2025 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.
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/s/ Baker Tilly US, LLP |
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Peachtree Corners, Georgia June 25, 2026 |
We have served as the Plan’s auditor since 2007. |
BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2025 AND 2024
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2025 |
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2024 |
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ASSETS |
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INVESTMENTS - AT FAIR VALUE: |
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Registered investment companies (mutual funds) |
$ |
1,559,313,976 |
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$ |
1,494,081,142 |
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Common collective trusts |
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232,719,296 |
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65,445,814 |
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Employer common stock fund |
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78,214,110 |
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100,294,159 |
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Personal choice retirement account |
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95,341,233 |
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75,602,879 |
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Total investments, at fair value |
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1,965,588,615 |
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1,735,423,994 |
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RECEIVABLES: |
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Notes receivable from participants |
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20,539,844 |
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19,187,571 |
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Total receivables |
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20,539,844 |
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19,187,571 |
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NET ASSETS AVAILABLE FOR BENEFITS |
$ |
1,986,128,459 |
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$ |
1,754,611,565 |
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See notes to financial statements.
BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2025
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ADDITIONS TO NET ASSETS: |
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Investment income: |
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Dividend income |
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73,596,194 |
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Interest income |
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3,021,716 |
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Other income |
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166,811 |
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Net appreciation in fair value of investments |
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155,066,382 |
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Net investment income |
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231,851,103 |
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Interest on notes receivable from participants |
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1,521,209 |
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Contributions: |
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Participants |
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94,643,716 |
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Employer |
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45,992,614 |
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Rollovers from other qualified plans |
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22,048,379 |
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Total contributions |
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162,684,709 |
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Total additions |
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396,057,021 |
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DEDUCTIONS FROM NET ASSETS: |
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Benefits paid to participants |
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(163,587,080 |
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Administrative expenses |
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(953,047 |
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Total deductions |
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(164,540,127 |
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NET INCREASE IN ASSETS AVAILABLE FOR BENEFITS |
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231,516,894 |
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NET ASSETS AVAILABLE FOR BENEFITS—Beginning of year |
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1,754,611,565 |
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NET ASSETS AVAILABLE FOR BENEFITS —End of year |
$ |
1,986,128,459 |
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See notes to financial statements.
BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2025 AND 2024, AND FOR THE YEAR ENDED DECEMBER 31, 2025
1. DESCRIPTION OF THE PLAN
The following brief description of the Brown & Brown, Inc. Employee Savings Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General - The Plan is a defined contribution plan. Substantially all employees who are at least 18 years of age and who are expected to complete a year of service (minimum of 1,000 hours) are eligible to participate in the Plan effective the first full payroll period after one month of service.
Effective January 1, 2025, employees who have completed at least two consecutive years of service with 500 or more hours of service in each year (with the first such year beginning in 2023) are eligible to participate in the Plan.
The Plan is intended to assist Brown & Brown, Inc. and its subsidiaries (the “Employer”) in its efforts to attract and retain employees by enabling eligible employees who are United States citizens with the opportunity to invest a portion of their annual compensation in the Plan, augmented by employer contributions, to supplement the employees’ retirement income. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
Administration - The Plan is administered by the Investment Committee as the designated Plan Administrator (the “Administrator”), which has been appointed by the Board of Directors (the “Board”) of the Employer. Information about the Plan document, such as provisions for allocations to participants’ accounts, vesting, benefits, and withdrawals, is contained in the Summary Plan Description. Copies of this document are available on the employee benefits website accessible to employees of the Employer or from the Administrator. Schwab Retirement Plan Services, Inc. (“Schwab”) serves as the recordkeeper of the Plan.
Contributions - The Plan permits participants to contribute up to 70% of their eligible compensation to the Plan, subject to statutory limitations. The Employer makes a fully vested safe harbor matching contribution for each participant equal to the sum of (1) 100% of the participant’s elective deferrals up to 3% of compensation for the allocation period, plus (2) 50% of the participant’s elective deferrals that exceed 3% of compensation for the allocation period, but do not exceed 5% of compensation for the allocation period. Effective January 1, 2025, participants aged 60 to 63 were allowed increased deferral catch-up elections at 1.5 times the allowable catch-up contribution limit. Additionally, eligible plan participants were allowed to make after-tax contributions of up to $10,000 annually, in addition to other permissible contribution types.
The Plan permits the Board to authorize discretionary additional matching contributions and/or discretionary profit-sharing contributions. No additional matching contributions and/or profit-sharing contributions were made for the 2025 Plan year.
Vesting - Participants are immediately vested in their voluntary contributions and actual earnings thereon. Participants are immediately vested in the Employer safe harbor matching contributions made pursuant to the formula described above. Vesting in any discretionary Employer matching contributions and discretionary profit-sharing contributions are based on years of service, as defined by the Plan, and are subject to the following vesting schedule:
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Years of Service |
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Vested Percentage |
Less than 1 |
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0% |
1 |
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20 |
2 |
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40 |
3 |
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60 |
4 |
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80 |
5 or more |
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100 |
In accordance with Internal Revenue Service regulations, the Plan provides that the forfeited balances of terminated participants’ non-vested accounts may be used to pay administrative expenses incurred by the Plan or reduce Employer
The following tables set forth, by level, the fair value hierarchy of the Plan investment assets and investment liabilities as of December 31, 2025 and 2024. As required by Accounting Standards Codification Topic 820-Fair Value Measurement and Disclosures, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
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Investment Assets at Fair Value as of December 31, 2025 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Registered investment companies (mutual funds); |
$ |
1,559,313,976 |
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$ |
- |
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$ |
- |
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$ |
1,559,313,976 |
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Employer common stock fund |
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- |
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78,214,110 |
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- |
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78,214,110 |
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Personal choice accounts |
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95,341,233 |
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- |
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- |
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95,341,233 |
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Total investments in hierarchy |
$ |
1,654,655,209 |
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$ |
78,214,110 |
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$ |
- |
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$ |
1,732,869,319 |
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Common collective trusts, measured at NAV* |
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- |
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- |
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- |
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232,719,296 |
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Total investments at fair value |
$ |
- |
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$ |
- |
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$ |
- |
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$ |
1,965,588,615 |
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Investment Assets at Fair Value as of December 31, 2024 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Registered investment companies (mutual funds); |
$ |
1,494,081,142 |
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$ |
- |
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$ |
- |
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$ |
1,494,081,142 |
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Employer common stock fund |
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- |
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100,294,159 |
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- |
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100,294,159 |
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Personal choice accounts |
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75,602,879 |
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- |
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- |
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75,602,879 |
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Total investments in hierarchy |
$ |
1,569,684,021 |
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$ |
100,294,159 |
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$ |
- |
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$ |
1,669,978,180 |
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Common collective trusts, measured at NAV* |
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- |
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- |
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- |
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65,445,814 |
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Total investments at fair value |
$ |
- |
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$ |
- |
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$ |
- |
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$ |
1,735,423,994 |
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*Certain investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Statement of Net Assets Available for Benefits. The following table summarizes investments measured at fair value based on NAV per share as of December 31, 2025 and 2024, respectively.
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Fair Value 12/31/2025 |
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Fair Value 12/31/2024 |
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Unfunded Commitments |
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Redemption Frequency (if currently eligible) |
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Redemption Notice Period |
Common collective trusts |
$ |
232,719,296 |
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$ |
65,445,814 |
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None |
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Daily |
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12 months |
4. RISKS AND UNCERTAINTIES AND CONCENTRATIONS - INVESTMENTS
The Plan invests in various investment securities. The Vanguard Institutional Index Instl Pl Fund represents approximately 18.8% and 18.3% of the Plan’s total investments at December 31, 2025 and 2024, respectively. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances, and the amounts reported in the statements of net assets available for benefits.
5. PARTY-IN-INTEREST TRANSACTIONS
The Plan’s investments include the Brown & Brown, Inc. common stock fund, which represents party-in-interest transactions that qualify as exempt prohibited transactions. For the 2025 Plan year, dividends of $599,079 were received from the employer common stock fund. The employer common stock fund held 965,855 and 970,076 shares of Brown & Brown, Inc. stock valued at $76,978,644 and $98,967,154 on December 31, 2025 and 2024, respectively. Additionally, through the personal choice retirement account, certain investments are managed by affiliates of the Trustee of the Plan.
Each participant is entitled to exercise voting rights attributable to the shares of Employer common stock allocated to their account. The Trustee votes all shares held in the Plan in accordance with participant instructions. Uninstructed shares are voted by the Trustee in the same manner and proportion as instructed shares.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustee (or other persons who administer the Plan) has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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BROWN & BROWN, INC. |
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EMPLOYEE SAVINGS PLAN |
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Date: June 25, 2026 |
By: |
/S/ JAMES LANNI |
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James Lanni |
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Member, Investment Committee of the Brown & Brown, Inc. Employee Savings Plan |
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