BROWN & BROWN, INC. — Director's Dealing 2021

Mar 24, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN, INC. (BRO)
CIK: 0000079282
Period of Report: 2021-03-23

Reporting Person: BROWN J POWELL (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-23	Common Stock, $.10 par value	F	38172	$45.34	Disposed	2523495	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value	30558	Indirect
Common Stock, $.10 par value	41246	Indirect
Common Stock, $.10 par value (2010 SIP)	538073	Direct
Common Stock, $.10 par value (2019 SIP)	31700	Direct
Common Stock, $.10 par value (PSP)	70960	Direct

Footnotes

F1: Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 97,004 shares of stock under the Company's 2010 Stock Incentive Plan ("2010 SIP").

F2: A total of 696 of these shares were acquired through the Company's Employee Stock Purchase Plan in July 2020. Number of shares may vary due to dividend reinvestment.

F3: Reporting person disclaims beneficial ownership of securities owned by children who share the Reporting Person's household. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose.

F4: Based upon information supplied by the plan record keeper as of March 1, 2021. Number of shares varies periodically based on contributions to plan.

F5: 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. Amount reflects the correction of a clerical error in a filing made on February 25, 2021 that understated the Reporting Person's holdings by 70 shares.

F6: 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.

F7: These securities were granted pursuant to the Company's Performance Stock Plan ("PSP"). Based on the satisfaction of conditions established pursuant to the PSP, the Reporting Person has voting rights and dividend entitlement with respect to these shares based on the satisfaction of certain performance-based criteria, but full ownership will not vest until the satisfaction of additional conditions.