Unregistered Sales of Equi ty Securities and Use of Proceeds
−Removed: Recent Sales of Unregistered Securities
−Removed: 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.
−Removed: 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"):
−Removed: Section 4(a)(2) of the Securities Act, Regulation D promulgated under the Securities Act, and Regulation S promulgated under the Securities Act.
Issuer Purchases of Equity Securities
−Removed: The following table provides information about our repurchase of shares of our common stock during the three months ended September 30, 2022:
+Added: The following table provides information about our repurchase of shares of our common stock during the three months ended March 31, 2023:
purchased (1)
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announced plans
−Removed: Maximum value
+Added: Maximum value of shares
that may yet be
1 unchanged sentence
or programs (2)
−Removed: July 1, 2022 to July 31, 2022
−Removed: August 1, 2022 to August 31, 2022
−Removed: September 1, 2022 to September 30, 2022
−Removed: (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.
+Added: January 1, 2023 to January 31, 2023
+Added: February 1, 2023 to February 28, 2023
+Added: March 1, 2023 to March 31, 2023
+Added: (1) Of the shares reported in this column, 1,200 shares were purchased in open market transactions at a total cost of $113,059.
+Added: 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, 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 $249.5 million.
−Removed: 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.
+Added: Between January 1, 2014 and March 31, 2023, the Company repurchased a total of approximately 19.7 million shares for an aggregate cost of approximately $748.1 million.
(3) Dollar values stated in millions.
The following exhibits are filed as a part of this Report:
−Removed: 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).
−Removed: By-Laws (incorporated by reference to Exhibit 3.2 to Form 8-K filed on October 12, 2016).
−Removed: 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.
+Added: Amended and Restated Articles of Incorporation of the Company (adopted January 18, 2023) (incorporated by reference to Exhibit 3.1 to Form 8-K filed on January 19, 2023).
+Added: Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 to Form 8-K filed on January 19, 2023).
+Added: Amendment No.
+Added: 1, dated as of February 10, 2023, to Second Amended and Restated Credit Agreement, dated as of October 27, 2021, among the Registrant, JPMorgan Chase Bank, N.A., and the lenders 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 September 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 March 31, 2023, 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.
3 unchanged sentences
BROWN & BROWN, INC.
−Removed: November 3, 2022
+Added: April 27, 2023
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.