BROWN & BROWN, INC. 10-Q

ITEM 2. Unregistered Sales of Equi ty Securities and Use of Proceeds The following table provides information about our repurchase of shares of our common stock during the three months ended September 30, 2021: Total number of shares purchased (1) Average price paid per share Total number of shares purchased as part of publicly announced plans or programs (2) Maximum value that may yet be purchased under the plans or programs (3) July 1, 2021 to July 31, 2021 43,543 $ 52.60 21,795 $ 323,622,993 August 1, 2021 to August 31, 2021 2,223 55.71 — 323,622,993 September 1, 2021 to September 30, 2021 1,074 58.73 — 323,622,993 Total 46,840 $ 52.89 21,795 $ 323,622,993 (1) Of the shares reported in this column, 21,795 shares were purchased in open market transactions. All other shares reported in this column are attributable to shares withheld for taxes in connection with vesting of restricted shares awarded under our Performance Stock Plan and 2010 Stock Incentive Plan. (2) During the quarter, the Company made shares repurchases in the open market of 21,795 shares at a total cost of $1.1 million. (3) On May 1, 2019, the Board of Directors approved an additional repurchase authorization amount of $372.5 million to bring the total available share repurchase authorization to approximately $500.0 million. After completing these open market repurchases, the Company’s outstanding Board approved share repurchase authorization is approximately $323.6 million. Between January 1, 2014 and September 30, 2021, the Company repurchased a total of approximately 18.5 million shares for an aggregate cost of approximately $673.9 million. 44 ITEM 6. Exhibits The following exhibits are filed as a part of this Report: 3.1 Articles of Amendment to the Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Form 8-K filed on March 29, 2018), Articles of Amendment to Articles of Incorporation (adopted April 24, 2003) (incorporated by reference to Exhibit 3a to Form 10-Q for the quarter ended March 31, 2003) and Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3a to Form 10-Q for the quarter ended March 31, 1999). 3.2 By-Laws (incorporated by reference to Exhibit 3.2 to Form 8-K filed on October 12, 2016). 31.1 Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer of the Registrant. 31.2 Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer of the Registrant. 32.1 Section 1350 Certification by the Chief Executive Officer of the Registrant. 32.2 Section 1350 Certification by the Chief Financial Officer of the Registrant. 101 The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in inline XBRL, include: (i) Condensed Consolidated Statements of Income, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) the Notes to the Condensed Consolidated Financial Statements. 104 Cover Page Interactive Data File (formatted in inline XBRL and included in Exhibit 101). 45 SIGN ATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BROWN & BROWN, INC. /s/ R. Andrew Watts Date: October 26, 2021 R. Andrew Watts Executive Vice President, Chief Financial Officer and Treasurer (duly authorized officer, principal financial officer and principal accounting officer) 46