Unregistered Sales of Equi ty Securities and Use of Proceeds
−Removed: The following table provides information about our repurchase of shares of our common stock during the three months ended June 30, 2022:
+Added: Recent Sales of Unregistered Securities
+Added: In connection with certain business combinations, the Company issued 252,802 shares of the Company's common stock on July 1, 2022 to the owners of the businesses acquired.
+Added: The issuance was made in reliance upon the following exemptions or exclusions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"):
+Added: Section 4(a)(2) of the Securities Act, Regulation D promulgated under the Securities Act, and Regulation S promulgated under the Securities Act.
+Added: Issuer Purchases of Equity Securities
+Added: The following table provides information about our repurchase of shares of our common stock during the three months ended September 30, 2022:
purchased (1)
5 unchanged sentences
announced plans
−Removed: or programs (2)
Maximum value
2 unchanged sentences
or programs (2)
−Removed: April 1, 2022 to April 30, 2022
−Removed: May 1, 2022 to May 30, 2022
−Removed: June 1, 2022 to June 30, 2022
−Removed: (1) Of the shares reported in this column, 777,926 shares were purchased in open market transactions.
−Removed: 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.
−Removed: (2) During the quarter, the Company made shares repurchases in the open market of 777,926 shares at a total cost of $50.0 million.
+Added: July 1, 2022 to July 31, 2022
+Added: August 1, 2022 to August 31, 2022
+Added: September 1, 2022 to September 30, 2022
+Added: (1) All 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, our 2010 Stock Incentive Plan.
(2) On July 18, 2014, the Board of Directors authorized the repurchase of up to $200.0 million of the Company's shares of common stock, and on July 20, 2015, the Board of Directors authorized the repurchase of an additional $400.0 million of the Company's shares of common stock.
1 unchanged sentence
After completing these open market repurchases, the Company’s outstanding Board approved share repurchase authorization is approximately $249.6 million.
−Removed: Between January 1, 2014 and June 30, 2022, the Company repurchased a total of approximately 19.7 million shares for an aggregate cost of approximately $748.0 million.
+Added: Between January 1, 2014 and September 30, 2022, the Company repurchased a total of approximately 19.7 million shares for an aggregate cost of approximately $748.0 million.
(3) Dollar values stated in millions.
2 unchanged sentences
By-Laws (incorporated by reference to Exhibit 3.2 to Form 8-K filed on October 12, 2016).
+Added: Amendment Agreement, dated July 1, 2022, to 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.
Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer of the Registrant.
2 unchanged sentences
Section 1350 Certification by the Chief Financial Officer of the Registrant.
−Removed: The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, formatted in inline XBRL, include:
+Added: The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 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.
Cover Page Interactive Data File (formatted in inline XBRL and included in Exhibit 101).
+Added: * Filed herewith
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.
−Removed: July 26, 2022
+Added: November 3, 2022
Executive Vice President, Chief Financial Officer and Treasurer
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.