BROWN & BROWN, INC. — Director's Dealing 2020

Feb 21, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN, INC. (BRO)
CIK: 0000079282
Period of Report: 2020-02-20

Reporting Person: Walker Chris L (EVP and Pres. Programs Segment)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-20	Common Stock, $.10 par value	S	4469	$48.4624	Disposed	35443	Direct
2020-02-21	Common Stock, $.10 par value (2010 SIP)	A	31979	$0.00	Acquired	155416	Direct
2020-02-21	Common Stock, $10 par value (2019 SIP)	A	2576	$0.00	Acquired	2576	Direct

Footnotes

F1: A total of 862 of these shares were acquired through the Company's Employee Stock Purchase Plan in July 2019. Number of shares may vary due to dividend reinvestment.

F2: These securities were granted pursuant to the Company's 2010 Stock Incentive Plan ("2010 SIP"). The initial grant was made on February 24, 2017, but was subject to the satisfaction of performance-based conditions established in connection with this grant. On February 21, 2020, the Company confirmed the satisfaction of the performance-based conditions established in connection with this grant, and the Reporting Person has voting rights and dividend entitlement with respect to these shares, but full ownership will not vest until the satisfaction of additional service-based conditions.

F3: These securities were granted pursuant to the Company's 2010 SIP. The Reporting Person has voting rights and dividend entitlement with respect to these shares, but full ownership will not vest until the satisfaction of service-based conditions.

F4: These securities were granted pursuant to the Company's 2019 Stock Incentive Plan ("2019 SIP"). The Reporting Person has voting rights and dividend entitlement with respect to these shares, but full ownership will not vest until the satisfaction of service-based conditions.