Brown & Brown Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
Item 7.01 Regulation FD Disclosure.
The information contained in this Current Report on Form 8-K, including the accompanying Exhibit 99.1, is being furnished pursuant to Item 2.02 and 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. The information contained in this Current Report on Form 8-K that is furnished under this Item 2.02 and 7.01, including the accompanying Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
Segment Reorganization
On June 10, 2025, Brown & Brown, Inc. (the “Company”) announced that, following its acquisition of RSC Topco, Inc., the holding company for Accession Risk Management Group, Inc., it will reorganize its business segments. The Company will consolidate its Programs and Wholesale Brokerage segments into a new Specialty Distribution segment. Beginning in the third quarter of 2025 (effective July 1, 2025), the Company will report financial results under two segments: Retail and Specialty Distribution.
Supplemental Information
The Company is providing Exhibit 99.1 with this Current Report on Form 8-K as supplemental information. Exhibit 99.1 contains unaudited historical business segment information for the three months ended June 30, 2025, March 31, 2025, December 31, 2024, September 30, 2024, June 30, 2024, and March 31, 2024, as well as for each full year from 2020 to 2024, recast to reflect the new business segment structure. Exhibit 99.1 is furnished with this report and incorporated by reference.
The segment reorganization does not affect the Company’s previously reported consolidated statements of income, balance sheets, statements of cash flows, statements of comprehensive income, or statements of shareholders’ equity. The Company did not operate under the realigned segment structure during any of these prior periods.
The information in this Current Report on Form 8-K, including Exhibit 99.1, should be read in conjunction with the Company’s Annual Reports on Form 10-K for the fiscal years ended December 31, 2024, 2023, 2022, 2021, and 2020, and the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2025, March 31, 2025, September 30, 2024, June 30, 2024, and March 31, 2024, all of which have previously been filed with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is furnished herewith:
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Description |
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99.1 |
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Brown & Brown, Inc. Historical Business Segment Information as Reclassified for Segment Changes. |
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104 |
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Cover Page Interactive Data File (formatted as inline XBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 22, 2025
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BROWN & BROWN, INC. |
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(Registrant) |
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By: |
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/s/ Anthony M. Robinson |
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Anthony M. Robinson Secretary |