UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 113, 2025

BROWN & BROWN, INC.

(Exact name of registrant as specified in its charter)

Florida	001-13619	59-0864469
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification Number)
300 North Beach Street
Daytona Beach, Florida		32114
(Address of principal executive offices)		(Zip Code)

     Registrant’s telephone number, including area code: (386) 252-9601

    

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		TradingSymbol(s)		Name of each exchange on which registered
Common Stock, $0.10 Par Value		BRO		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.~~01 Completion~~02 Departure of ~~Acquisition~~Directors or ~~Disposition~~Certain Officers; Election of ~~Assets~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnEffective August 113, 2025, ~~Brown & Brown, Inc., a Florida corporation (~~the ~~“Company”),~~Board ~~completed its previously announced acquisition~~ of ~~RSC~~Directors ~~Topco, Inc., a Delaware corporation~~ (~~“RSC”), pursuant to that certain Agreement and Plan of Merger (~~the “~~Merger Agreement~~Board”), ~~dated as~~ of ~~June~~Brown ~~10,~~& ~~2025~~Brown, ~~by and among RSC, the Company, Encore Merger Sub,~~ Inc., a ~~Delaware~~Florida corporation ~~and wholly owned subsidiary of the Company~~ (~~“Merger Sub”), and Kelso RSC (Investor), L.P., a Delaware limited partnership, solely in its capacity as~~ the ~~equityholder representative (the~~ “~~Kelso Investor~~Company”), ~~pursuant~~increased ~~to which~~ the ~~Company~~size ~~acquired RSC for an aggregate purchase price~~ of ~~$9.825 billion, paid at~~ the ~~closing~~Board offrom ~~the~~13 ~~Merger~~directors ~~(the “Closing”), subject~~ to ~~certain~~14 ~~customary post-Closing adjustments as set forth in the Merger Agreement (the “Transaction”)~~directors. ~~After~~On ~~adjustments~~August ~~pursuant~~13, ~~to the Merger Agreement~~2025, the ~~net~~Board ~~merger~~appointed ~~consideration~~Joia ~~paid to equityholders of RSC at Closing was estimated to be approximately $4~~M.7 ~~billion~~Johnson, ~~composed~~age ~~of approximately $3.5 billion in cash and approximately $1.2 billion in shares of the Company’s common stock~~65, ~~par~~to ~~value~~serve ~~$0.10~~as ~~per~~a ~~share~~director ~~(the “Common Stock Consideration”). The number~~ of ~~shares comprising~~ the ~~Common Stock Consideration was determined using the $110.57 per share closing price of the~~ Company~~’s common stock on June 6~~, ~~2025.~~effective ~~A portion of the merger consideration is being held in escrow pursuant to certain previously disclosed indemnification arrangements~~immediately.

~~RSC~~Ms. isJohnson ~~the~~retired ~~holding~~from ~~company~~Hanesbrands ~~for~~Inc. ~~Accession~~(“Hanes”), ~~Risk~~a ~~Management~~publicly ~~Group~~traded marketer of innerwear and activewear apparel, ~~Inc.~~in 2021, amost ~~Delaware~~recently ~~corporation~~serving as Hanes’ Chief Administrative Officer from 2016 to 2021 and as its Chief Legal Officer, ~~which~~General isCounsel aand ~~North~~Corporate ~~American~~Secretary ~~insurance~~from ~~distribution~~2007 ~~platform~~to ~~with~~2021. Prior ato ~~family~~Hanes, ofshe ~~specialty~~served ~~insurance~~as Executive Vice President, General Counsel and ~~risk~~Corporate ~~management~~Secretary ~~companies~~of RARE Hospitality International, ~~including~~Inc., ~~the~~a ~~Risk~~publicly ~~Strategies~~traded restaurant franchise owner and ~~One80~~operator, ~~Intermediaries~~from ~~brands~~2001 until 2007.

~~The~~Ms. ~~foregoing~~Johnson ~~description~~has served on the Boards of Directors of Global Payments Inc., a publicly traded company, since 2019, where she is a member of the ~~Merger~~Compensation ~~Agreement~~Committee and the ~~transactions~~Governance ~~contemplated~~and ~~thereby~~Nominating ~~does~~Committee, ~~not~~and ~~purport~~Sylvamo toCorporation, bea ~~complete~~publicly ~~and~~traded iscompany, ~~subject~~since to2021, where she is a member of the Nominating and ~~qualified~~Corporate inGovernance ~~its~~Committee ~~entirety~~and bythe Management Development and Compensation Committee. She also has served on the ~~full~~Board ~~text~~of Directors of ~~the~~Regions ~~Merger~~Financial ~~Agreement~~Corp., a ~~copy~~publicly traded company, and its subsidiary, Regions Bank, since 2021, where she is a member of ~~which~~the ~~has~~Nominating ~~been~~and ~~previously~~Corporate ~~filed~~Governance Committee and the Compensation and Human Resources Committee, which she chairs.

~~Item 3~~Ms.~~02 Unregistered~~ ~~Sales~~Johnson’s ofinitial ~~Equity~~term ~~Securities~~as a director on the Board expires at the Company’s 2026 Annual Meeting of Shareholders.

~~The~~Ms. ~~Common~~Johnson ~~Stock~~was ~~Consideration~~not ~~issued~~appointed ~~pursuant~~ to ~~the~~any ~~Merger~~standing ~~Agreement~~committees ~~as described in Item 2.01~~ of ~~this~~the ~~Current Report on Form 8-K~~Board, ~~which~~but ~~description~~ is ~~incorporated~~expected byto ~~reference~~be ~~into~~appointed ~~this~~to ~~Item~~one ~~3.02,~~or ~~consists~~more ofstanding ~~unregistered~~committees ~~common~~of ~~stock.~~the ~~Such~~Board ~~common stock was issued~~ in ~~a private placement exempt from registration under Section 4(a)(2) of~~ the ~~Securities Act of 1933~~future, asalthough ~~amended~~which ~~(the~~specific ~~“Securities~~standing ~~Act”~~committee(s) ashas ~~a transaction by an issuer~~ not ~~involving~~been adetermined ~~public~~at ~~offering and Rule 506 of Regulation D promulgated thereunder as sales to accredited investors. Certain of~~ the ~~recipients~~time of the ~~Common~~filing ~~Stock Consideration have entered into an agreement which prohibits, subject to customary exceptions, the sale, pledge, or other disposition~~ of athis ~~portion~~Current ofReport ~~such Common Stock Consideration over a five-year period, with 20% of such shares released from lock-up~~ on ~~the~~Form ~~second, third and fourth anniversaries of such issuance and 40% of such shares released from lock~~8-~~up on the fifth anniversary of such issuance, respectively~~K.

~~Item 7~~As a non-employee director on the Board, Ms.~~01 Regulation~~ FDJohnson ~~Disclosure~~will be compensated for service as a director in accordance with the standard compensation provided to non-employee directors. There are no arrangements or understandings between Ms. Johnson and any other persons pursuant to which Ms. Johnson was selected as a director, and there are no transactions in which the Company was or is to be a participant and in which Ms. Johnson had or will have a direct or indirect material interest that are required to be reported pursuant to Item 404(a) of Regulation S-K.

~~On August 1, 2025, the Company issued a press release announcing the closing of the Transaction. A copy of the press release is furnished herewith as Exhibit 99.1.~~SIGNATURES

~~The~~Pursuant ~~information in this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 hereto, is being furnished~~ to the ~~Securities~~requirements ~~and Exchange Commission (the “SEC”) and shall not be deemed “filed” for purposes~~ of ~~Section 18 of~~ the Securities Exchange Act of 1934, ~~as amended (~~the ~~“Exchange~~registrant ~~Act”),~~has orduly ~~otherwise~~caused ~~subject~~this report to ~~the liabilities of that section. This information shall not~~ be ~~deemed~~signed toon beits ~~incorporated~~behalf by ~~reference in any filing under~~ the ~~Securities~~undersigned ~~Act,~~hereunto orduly ~~the Exchange Act, except as shall be expressly set forth by specific reference in such a filing~~authorized.

Item 9.01 Financial Statements and Exhibits.


			BROWN & BROWN, INC. (Registrant)

Date:	August 15, 2025	By:	/s/ Anthony M. Robinson
			Anthony M. Robinson Secretary

(a) Financial Statements of Businesses Acquired.

The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed.

(b) Pro Forma Financial Information.

The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment to this Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit No.	Description of Exhibit
99.1	Press Release, dated August 1, 2025, announcing the closing of the Transaction.
104	Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURES

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 hereunto duly authorized.

Date: August 4, 2025

BROWN & BROWN, INC.

By: /s/ Anthony M. Robinson

Anthony M. Robinson

Secretary

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