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

Feb 9, 2022

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN, INC. (BRO)
CIK: 0000079282
Period of Report: 2021-12-31

Reporting Person: Brown P Barrett (EVP and Pres.- Retail Segment)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-24	Common Stock, $.10 par value	G	2400000	$0.00	Acquired	2400000	Indirect
2021-12-31	Common Stock, $.10 par value	G	15452	$0.00	Disposed	2384548	Indirect
2021-11-30	Common Stock, $.10 par value	G	460	$0.00	Acquired	1303722	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value	10087	Indirect
Common Stock, $.10 par value	2324	Indirect
Common Stock, $.10 par value (2010 SIP)	45264	Direct
Common Stock, $.10 par value (PSP)	2164	Direct
Common Stock, $10 par value (2019 SIP)	5282	Direct

Footnotes

F1: These shares are held by the James Hyatt Brown Nongrantor Charitable Lead Annuity Trust, of which the Reporting Person is a trustee and remainder beneficiary.

F2: 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.

F3: Based upon information supplied by the plan record keeper as of December 31, 2021. Number of shares varied periodically based on contributions to the plan.

F4: 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.

F5: These securities were granted pursuant to the Company's 2010 Stock Incentive Plan ("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.

F6: 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.

F7: 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.