BROWN & BROWN, INC. — Director's Dealing 2022

Feb 22, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN, INC. (BRO)
CIK: 0000079282
Period of Report: 2022-02-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-21	Common Stock, $.10 par value (2010 SIP)	A	101660	$0.00	Acquired	639733	Direct
2022-02-21	Common Stock, $10 par value (2019 SIP)	A	11339	$0.00	Acquired	43039	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value	2524504	Direct
Common Stock, $.10 par value	30558	Indirect
Common Stock, $.10 par value	41423	Indirect
Common Stock, $.10 par value (PSP)	70960	Direct
Common Stock, $.10 par value	2384548	Indirect

Footnotes

F1: These securities were granted pursuant to the Company's 2010 Stock Incentive Plan ("2010 SIP"). The initial grant was made on February 25, 2019, but was subject to the satisfaction of performance-based conditions established in connection with this grant. On February 21, 2022, 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.

F2: 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.

F3: 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.

F4: A total of 549 of these shares were acquired through the Company's Employee Stock Purchase Plan in July 2021. Number of shares may vary due to dividend reinvestment.

F5: 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.

F6: Based upon information supplied by the plan record keeper as of December 31, 2021. Number of shares varies periodically based on contributions to plan. Amount reflects the correction of a clerical error in a filing made on February 9, 2022 that understated the Reporting Person's holdings by 516 shares.

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.

F8: These shares are held by the James Hyatt Brown Nongrantor Charitable Lead Annuity Trust, of which the Reporting Person is a trustee and a remainder beneficiary.