BRO: Leadership change

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 10, 2026, Brown & Brown, Inc. (the “Company”) and P. Barrett Brown, the Company’s Executive Vice President and previous President of the Retail Segment and a named executive officer in the Company’s most recent proxy statement filed on March 24, 2026, entered into a Transition Agreement (the “Transition Agreement”) in connection with Mr. Brown’s voluntary resignation for good reason from the Company, effective on August 10, 2026. Pursuant to the Transition Agreement, Mr. Brown resigned as an officer of the Company, from any officer or director positions with the Company's subsidiaries and affiliates, and any other positions of actual or apparent authority, on and effective as of August 10, 2026 (the “Resignation Date”). From the Resignation Date through July 31, 2027 (the “Transition Period”), Mr. Brown will continue his employment with the Company and will provide cooperation, assistance, and/or training reasonably requested by the Company’s Chief Executive Officer to transition his work, responsibilities, files, and systems (the “Transition Services”). During the Transition Period, Mr. Brown will continue to receive his current annual base salary of $1,000,000 and will also be eligible for a total bonus of $1,300,000, divided into two equal installments of $650,000, subject to the satisfactory performance of the Transition Services. The first installment will be payable in February 2027, provided that Mr. Brown remains employed by the Company through such date, and the second installment will be payable within thirty (30) days following the conclusion of the Transition Period, provided that Mr. Brown rem