BROWN & BROWN, INC.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuances of Unregistered Securities

As partial consideration for the Transaction, on August 1, 2025, the Company issued approximately 11 million shares to the equityholders of RSC. The issuance was made in reliance upon the following exemptions of exclusions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”): Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act.

Issuer Purchases of Equity Securities

The following table provides information about our repurchase of shares of our common stock during the three months ended September 30, 2025:

(1)

A total of (a) 8,431 shares reported in this column are attributable to shares withheld for taxes in connection with vesting of restricted stock awards and restricted stock units under our 2019 Stock Incentive Plan, and (b) 6,947 shares reported in this column were acquired by the Company in satisfaction of a legal settlement with a former employee of the Company.

(2)

On July 18, 2014, the Board of Directors authorized the repurchase of up to $200 million of the Company's shares of common stock, and on July 20, 2015, the Board of Directors authorized the repurchase of an additional $400 million of the Company's shares of common stock. On May 1, 2019, the Board of Directors approved an additional repurchase authorization amount of $373 million to bring the total available share repurchase authorization to approximately $500 million. After completing these open market repurchases, the Company’s outstanding Board approved share repurchase authorization as of September 30, 2025 was approximately $249 million. Between January 1, 2014 and September 30, 2025, the Company repurchased a total of approximately 20 million shares for an aggregate cost of approximately $748 million.

(3)

Dollar values stated in millions.