STOCK TITAN

Brown & Brown (NYSE: BRO) EVP receives stock awards under 2019 plan

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BROWN & BROWN, INC. executive Chris L. Walker, EVP and Chair of the Specialty Distribution segment, reported stock-based compensation awards rather than open-market trades. On February 26, 2026, he acquired 13,004 shares and an additional 2,141 shares of common stock at $0.00 per share under the company’s 2019 Stock Incentive Plan.

The filing explains that the initial grant tied to the 13,004 shares was made in February 2023, with vesting subject to performance-based conditions that have now been confirmed, and ongoing service-based conditions or qualified retirement before delivery of shares. Related footnotes note voting and dividend or dividend-equivalent rights on restricted stock and restricted stock units, and that 248 shares were previously acquired in July 2025 through the Teammate Stock Purchase Plan with amounts varying due to dividend reinvestment.

Positive

  • None.

Negative

  • None.
Insider Walker Chris L
Role EVP/Chair Spec Dist Segment
Type Security Shares Price Value
Grant/Award Common Stock, $.10 par value (2019 SIP) 13,004 $0.00 --
Grant/Award Common Stock, $.10 par value (2019 SIP) 2,141 $0.00 --
holding Common Stock, $.10 par value -- -- --
Holdings After Transaction: Common Stock, $.10 par value (2019 SIP) — 62,145 shares (Direct); Common Stock, $.10 par value — 163,120 shares (Direct)
Footnotes (1)
  1. These securities were granted pursuant to the Company's 2019 Stock Incentive Plan ("2019 SIP"). The initial grant was made on February 20, 2023, but was subject to the satisfaction of performance-based conditions established in connection with this grant. On February 26, 2026, the Company confirmed the satisfaction of the performance-based conditions established in connection with this grant, and the Reporting Person has dividend equivalent entitlement, but shares will not be delivered until the satisfaction of service-based conditions or the Reporting Person's qualified retirement. These securities were granted pursuant to the 2019 SIP. With respect to securities that are restricted stock awards, the Reporting Person has voting rights and dividend entitlement with respect to these shares, but full ownership will not vest until the satisfaction of service-based conditions. With respect to securities that are restricted stock units, the Reporting Person has dividend equivalent entitlement, but shares will not be delivered until the satisfaction of service-based conditions or the Reporting Person's qualified retirement. A total of 248 of these shares were acquired through the Company's Teammate Stock Purchase Plan in July 2025. Number of shares may vary due to dividend reinvestment.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Walker Chris L

(Last) (First) (Middle)
300 N. BEACH STREET

(Street)
DAYTONA BEACH FL 32114

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BROWN & BROWN, INC. [ BRO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP/Chair Spec Dist Segment
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $.10 par value (2019 SIP) 02/26/2026 A 13,004(1) A $0.00 62,145(2) D
Common Stock, $.10 par value (2019 SIP) 02/26/2026 A 2,141 A $0.00 64,286(2) D
Common Stock, $.10 par value 163,120(3) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. These securities were granted pursuant to the Company's 2019 Stock Incentive Plan ("2019 SIP"). The initial grant was made on February 20, 2023, but was subject to the satisfaction of performance-based conditions established in connection with this grant. On February 26, 2026, the Company confirmed the satisfaction of the performance-based conditions established in connection with this grant, and the Reporting Person has dividend equivalent entitlement, but shares will not be delivered until the satisfaction of service-based conditions or the Reporting Person's qualified retirement.
2. These securities were granted pursuant to the 2019 SIP. With respect to securities that are restricted stock awards, the Reporting Person has voting rights and dividend entitlement with respect to these shares, but full ownership will not vest until the satisfaction of service-based conditions. With respect to securities that are restricted stock units, the Reporting Person has dividend equivalent entitlement, but shares will not be delivered until the satisfaction of service-based conditions or the Reporting Person's qualified retirement.
3. A total of 248 of these shares were acquired through the Company's Teammate Stock Purchase Plan in July 2025. Number of shares may vary due to dividend reinvestment.
/s/ Anthony M. Robinson, for Chris L. Walker, per Power of Attorney 03/02/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did Brown & Brown (BRO) report for Chris L. Walker?

Brown & Brown reported that executive Chris L. Walker received stock-based awards, not market purchases or sales. On February 26, 2026, he acquired 13,004 shares and 2,141 shares of common stock at $0.00 per share under the 2019 Stock Incentive Plan.

How many Brown & Brown shares were granted to Chris L. Walker in this Form 4?

Chris L. Walker was granted 13,004 shares plus an additional 2,141 shares of Brown & Brown common stock. Both awards came under the company’s 2019 Stock Incentive Plan and were recorded at $0.00 per share as compensation-related grants instead of open-market transactions.

Are Chris L. Walker’s Brown & Brown stock awards immediately vested?

The awards are not fully vested immediately. Performance-based conditions tied to the 13,004-share grant have been confirmed, but delivery and full ownership still depend on service-based conditions or qualified retirement, as described for restricted stock and restricted stock units in the 2019 Stock Incentive Plan.

What is the role of Brown & Brown’s 2019 Stock Incentive Plan in this Form 4?

The 2019 Stock Incentive Plan is the source of Walker’s stock awards reported here. It governs performance-based and service-based vesting for restricted stock and restricted stock units, including voting rights, dividend or dividend-equivalent entitlement, and timing of share delivery upon continued service or qualified retirement.

Did Chris L. Walker buy Brown & Brown shares on the open market?

The reported transactions are equity awards valued at $0.00 per share, not open-market purchases. Footnotes also mention 248 shares previously acquired through the Teammate Stock Purchase Plan in July 2025, where share counts may change over time because of dividend reinvestment adjustments.

What does the Teammate Stock Purchase Plan detail in Brown & Brown’s Form 4?

Footnotes state that 248 of Walker’s shares came from the Teammate Stock Purchase Plan in July 2025. The number of these shares may fluctuate due to dividend reinvestment, indicating ongoing adjustments rather than a single fixed purchase event in the reported holding balance.