PENNY JEROME SCOTT 4

What Happened

• Penny Jerome Scott, EVP & Chief Acquisitions Officer of Brown & Brown (BRO), was granted two awards under the company's 2019 Stock Incentive Plan on February 26, 2026: 13,004 shares and 2,676 shares, for a total of 15,680 shares. The Form 4 records these as acquisitions at $0.00 per share (compensation awards), not open-market purchases.

Key Details

• Transaction date: 2026-02-26; Form 4 filed: 2026-03-02 (appears to be one business day late of the standard 2-business-day filing deadline).
• Award amounts and price: 13,004 shares @ $0.00 and 2,676 shares @ $0.00 (total 15,680 shares; SEC filing shows $0 acquisition cost).
• Shares owned after transaction: not specified in the filing.
• Notable footnotes:
  • F1/F2: Awards granted under the 2019 SIP. Performance-based conditions were confirmed satisfied for the initial grant on 2/26/2026; the reporting person has voting rights and dividend entitlement for these shares, but full ownership will not vest until additional service-based conditions are met.
  • F3/F6: Some holdings referenced may be owned jointly with spouse or children; the reporting person disclaims beneficial ownership of certain household children’s securities.
• Transaction code: A = Award/Grant (compensation equity award), not a purchase or sale.

Context

• These are compensation awards (restricted by service vesting), not open-market buys or sales; they give the insider rights (voting/dividends) now but are still subject to future service-based vesting. Such grants are routine executive compensation and do not necessarily signal a personal buy or sell decision.