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, 2023: Total number of shares purchased (1) Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Maximum value of shares that may yet be purchased under the plans or programs (2) January 1, 2023 to January 31, 2023 32,435 $ 57.19 — $ 249.6 February 1, 2023 to February 28, 2023 608,318 56.49 — 249.6 March 1, 2023 to March 31, 2023 2,100 — 2,100 249.5 Total 642,853 $ 56.52 2,100 $ 249.5 (1) Of the shares reported in this column, 1,200 shares were purchased in open market transactions at a total cost of $113,059. 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. 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 $249.5 million. 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. 42 ITEM 6. Exhibits The following exhibits are filed as a part of this Report: 3.1 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). 3.2 Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 to Form 8-K filed on January 19, 2023). 10.1* Amendment No. 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. 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, 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. 104 Cover Page Interactive Data File (formatted in inline XBRL and included in Exhibit 101). * Filed herewith 43 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: April 27, 2023 R. Andrew Watts Executive Vice President, Chief Financial Officer and Treasurer (duly authorized officer, principal financial officer and principal accounting officer) 44