Item 5. Other Information
ITEM 5. Other Information
During the second quarter of 2025 , none of the Company’s officers or directors adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
46
ITEM 6. Exhibits
The following exhibits are filed as a part of this Report:
2.1**
Agreement and Plan of Merger, dated June 10, 2025, by and among RSC Topco, Inc, Brown & Brown, Inc., Encore Merger Sub, Inc., and Kelso RSC (Investor), L.P. (incorporated by reference to Exhibit 2.1 to Form 8-K filed on June 10, 2025).
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).
4.1
Sixth Supplemental Indenture, dated as of June 23, 2025, 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 June 23, 2025).
4.2
Form of Brown & Brown, Inc.’s 4.600% Notes due 2026 (incorporated by reference to Exhibit 4.3 to Form 8-K filed on June 23, 2025).
4.3
Form of Brown & Brown, Inc.’s 4.700% Notes due 2028 (incorporated by reference to Exhibit 4.4 to Form 8-K filed on June 23, 2025).
4.4
Form of Brown & Brown, Inc.’s 4.900% Notes due 2030 (incorporated by reference to Exhibit 4.5 to Form 8-K filed on June 23, 2025).
4.5
Form of Brown & Brown, Inc.’s 5.250% Notes due 2032 (incorporated by reference to Exhibit 4.6 to Form 8-K filed on June 23, 2025).
4.6
Form of Brown & Brown, Inc.’s 5.550% Notes due 2035 (incorporated by reference to Exhibit 4.7 to Form 8-K filed on June 23, 2025).
4.7
Form of Brown & Brown, Inc.’s 6.250% Notes due 2055 (incorporated by reference to Exhibit 4.8 to Form 8-K filed on June 23, 2025).
10.1
Brown & Brown, Inc. Amended and Restated 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on May 12, 2025).
10.2*
Brown & Brown, Inc. Amended and Restated 1990 Teammate Stock Purchase Plan.
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 June 30, 2025, formatted in inline XBRL, include: (i) Condensed Consolidated Statements of Income, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Equity, (v) Condensed Consolidated Statements of Cash Flows and (vi) 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
** Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, for any exhibits or schedules so furnished.
47
SIGN ATURES
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: July 28, 2025
R. Andrew Watts
Executive Vice President, Chief Financial Officer and Treasurer
(duly authorized officer, principal financial officer and principal accounting officer)
48
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.