BROWN & BROWN, INC. 10-Q

ITEM 2. Unregistered Sales of Equi ty Securities and Use of Proceeds Issuer Purchases of Equity Securities The following table provides information about our repurchase of shares of our common stock during the three months ended March 31, 2022: 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) January 1, 2022 to January 31, 2022 529,483 $ 63.38 386,083 $ 299,557,134 February 1, 2022 to February 28, 2022 562,741 64.45 — 299,557,134 March 1, 2022 to March 31, 2022 3,525 62.71 — 299,557,134 Total 1,095,749 $ 63.92 386,083 $ 299,557,134 (1) Of the shares reported in this column, 386,083 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 386,083 shares at a total cost of $24.1 million. (3) On July 18, 2014, the Board of Directors authorized the repurchase of up to $200.0 million of its shares of common stock, and on July 20, 2015, the Board of Directors authorized the repurchase of up to an additional $400.0 million of the Company’s outstanding common stock. 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 $299.6 million. Between January 1, 2014 and March 31, 2022, the Company repurchased a total of approximately 18.9 million shares for an aggregate cost of approximately $698.0 million. 44 ITEM 6. Exhibits The following exhibits are filed as a part of this Report: 1.1 Underwriting Agreement, dated as of March 14, 2022, among Brown & Brown, Inc. and J.P. Morgan Securities LLC, BofA Securities, Inc., BMO Capital Markets Corp. and Truist Securities, Inc., as representatives of the several underwriters named therein (incorporated by reference to Exhibit 1.1 to Form 8-K filed on March 15, 2022). 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). 4.1 Fourth Supplemental Indenture, dated as of March 17, 2022, between Brown & Brown, Inc. and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association) (incorporated by reference to Exhibit 4.2 to Form 8-K filed on March 17, 2022). 4.2 Form of Brown & Brown, Inc.’s 4.200% Notes due 2032 (incorporated by reference to Exhibit 4.3 to Form 8-K filed on March 17, 2022). 4.3 Form of Brown & Brown, Inc.’s 4.950% Notes due 2052 (incorporated by reference to Exhibit 4.4 to Form 8-K filed on March 17, 2022). 10.1* Majority Share Purchase Agreement, dated March 7, 2022, between the Company, Brown & Brown UK Holdco Limited, GRP (Jersey) Topco Limited and certain other parties named therein. 10.2* Loan Agreement, dated March 31, 2022, between the Company and the lenders named therein, BMO Harris Bank N.A., as administrative agent, Fifth Third Bank, National Association, PNC Bank, National Association, U.S. Bank National Association and Wells Fargo Bank, National Association, as co-syndication agents, BMO Capital Markets Corp., BofA Securities, Inc., JPMorgan Chase Bank, N.A. and Truist Securities, Inc., as joint bookrunners and joint lead arrangers. 10.3** Form of Performance Stock Award Agreement under the 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on February 23, 2022). 10.4** Form of Restricted Stock Unit Agreement under the 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Form 8-K filed on February 23, 2022). 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 March 31, 2022, 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). * Filed herewith ** Management Contract or Compensatory Plan Arrangement 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: May 9, 2022 R. Andrew Watts Executive vice president, chief financial officer and treasurer (duly authorized officer, principal financial officer and principal accounting officer) 46