NYSE:BRO

Brown & Brown Falls 2.2% Premarket as Weak Organic Growth and Margin Compression Offset Higher Revenue

Brown & Brown (NYSE: BRO) shares fell about 2.2% in premarket trading after the insurance broker reported higher third-quarter revenue and net income, but relatively weak organic growth and lower margins.

Third-quarter revenue increased 7.4% year over year to $1.7 billion, while net income attributable to the company rose 5.7% to $240 million. Adjusted diluted EPS increased 1.9% to $1.07, although reported diluted EPS declined 1.5% to $0.67.

The softer part of the quarter was underlying growth. Organic Revenue increased only 1.2%, while Organic Revenue with Contingents rose 1.5%. Management cited a challenging rate environment even as the company continued to add customers.

Profitability also weakened. Adjusted EBITDAC increased just 1.7% to $597 million, while the adjusted EBITDAC margin fell to 34.6% from 36.6% a year earlier. Pretax margin similarly declined to 18.6% from 19.4%.

For the first nine months of 2026, total revenue rose 23.4% to $5.3 billion, helped by acquisitions including Accession, but organic revenue growth was only 0.3%. Adjusted EPS for the period increased 5.7% to $3.52.

The 2.2% premarket decline appears to reflect investor concern over sluggish organic growth and margin compression, which outweighed the benefit of higher reported revenue and earnings.
Brown & Brown Stock Falls 2% in Premarket as Weak Organic Growth Overshadows Strong Revenue Gains

Brown & Brown (NYSE: BRO) shares slipped about 2% in premarket trading after the insurance brokerage reported strong headline revenue growth but disappointed investors with weaker-than-expected organic growth.

Second-quarter revenue rose 30.4% year over year to $1.7 billion, driven primarily by acquisitions and continued expansion across the business. Net income increased 24.7% to $288 million, while diluted earnings per share rose 7.7% to $0.84. Adjusted diluted EPS also increased 3.9% to $1.07.

Despite the strong headline results, investors focused on the company's underlying growth trends. Organic revenue declined 0.7% during the quarter, although organic revenue including contingent commissions increased a modest 0.7%. The weak organic performance suggests that most of Brown & Brown's growth continues to come from acquisitions rather than its existing operations.

Profitability also softened slightly. Income before taxes margin declined to 22.9% from 24.2% a year earlier, while adjusted EBITDAC margin eased to 35.7% from 36.7%, indicating modest margin pressure despite the significant increase in total revenue.

The first-half results painted a similar picture. Revenue increased 33.0% to $3.6 billion, while adjusted EPS rose 6.0%. However, organic revenue declined 0.3%, or increased only 1.6% when contingent commissions were included, reinforcing concerns about slowing underlying business momentum.

The market's negative reaction appears to reflect those concerns. While Brown & Brown continues to deliver strong acquisition-driven growth and solid earnings, investors typically place significant emphasis on organic revenue growth as a measure of the health of an insurance broker's core business. The decline in reported organic revenue and slight margin compression likely outweighed the otherwise strong financial performance, contributing to today's premarket pullback.
Brown & Brown, Inc. reported mixed fourth-quarter results for 2025, marked by strong headline revenue growth but weaker organic performance. Total revenues rose 35.7 percent year over year to $1.6 billion, driven largely by acquisitions, while organic revenue declined 2.8 percent. Net income attributable to the company increased 25.7 percent to $264 million, though diluted earnings per share fell 19.2 percent to $0.59. On an adjusted basis, diluted EPS rose 8.1 percent to $0.93.

For the full year 2025, Brown & Brown generated total revenues of $5.9 billion, up 22.8 percent from 2024, with organic revenue growth of 2.8 percent. Net income increased 6.1 percent to $1.1 billion. Diluted EPS declined 8.7 percent to $3.16, while adjusted diluted EPS climbed 10.9 percent to $4.26. Management highlighted the acquisition of Accession and continued adjusted earnings and margin expansion as key drivers of the year’s performance.

Source: Brown & Brown, Inc., January 26, 2026

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Brown & Brown Raises $4.2 Billion Through Multi-Tranche Senior Notes Offering to Support RSC Acquisition

Brown & Brown, Inc. has successfully completed a multi-tranche senior notes offering totaling $4.2 billion in net proceeds. The company issued six series of senior unsecured notes with maturities ranging from 2026 to 2055 and coupon rates between 4.600% and 6.250%.

The issuance includes:

$400 million of 4.600% Notes due 2026

$500 million of 4.700% Notes due 2028

$800 million of 4.900% Notes due 2030

$500 million of 5.250% Notes due 2032

$1 billion of 5.550% Notes due 2035

$1 billion of 6.250% Notes due 2055

Proceeds from the offering, along with funds from a recently announced $2 billion equity sale and cash on hand, will be used to finance the acquisition of RSC Topco, Inc. If the transaction fails to close by the designated outside date, the company is required to redeem five of the six notes series at 101% of their principal value. The 2035 notes are not subject to this mandatory redemption.

The notes were issued under Brown & Brown’s existing shelf registration and are governed by an indenture that includes customary covenants and change-of-control protections.
Brown & Brown Raises $4.3 Billion Through Stock Offering and Launches $4.2 Billion Debt Issuance to Fund RSC Merger

Brown & Brown has successfully completed a $4.3 billion common stock offering, selling over 43 million shares. In parallel, the company launched a $4.2 billion multi-tranche senior notes issuance, including maturities ranging from 2026 to 2055, with interest rates between 4.6% and 6.25%. Proceeds from both offerings, along with cash on hand, will support the cash portion of the company’s planned acquisition of RSC Topco under a definitive merger agreement. If the transaction does not close, funds from the 2035 notes and stock sale will be redirected to general corporate purposes.
Brown & Brown to Acquire Accession Risk Management Group for $9.825 Billion

Brown & Brown has announced a definitive agreement to acquire RSC Topco, the holding company for Accession Risk Management Group, in a cash and debt-free deal valued at $9.825 billion. Accession owns Risk Strategies and One80 Intermediaries, which collectively generated approximately $1.7 billion in 2024 adjusted revenue. The acquisition, expected to close in Q3 2025 pending regulatory approvals, will enhance Brown & Brown’s retail and specialty distribution capabilities and is anticipated to be accretive to its adjusted 2024 net income per share.
Brown & Brown Appoints New Principal Accounting Officer and Approves Stock Plan Amendment

Brown & Brown, Inc. appointed Paul M. Gallagher as its new principal accounting officer, succeeding R. Andrew Watts, who continues as Executive Vice President, CFO, and Treasurer. Gallagher, currently the company’s Chief Accounting Officer, previously held a long tenure at Deloitte & Touche LLP, including international leadership roles, before joining Brown & Brown in 2024.

At the annual meeting, shareholders approved an amendment to the company’s 2019 Stock Incentive Plan, increasing the number of shares authorized for issuance by 6.93 million and extending the plan’s term. The proposal received strong support, with over 239 million votes in favor.

Additionally, shareholders re-elected all 13 nominated directors, ratified the appointment of Deloitte & Touche LLP as the independent auditor for fiscal year 2025, and approved the executive compensation package in an advisory vote. Over 92% of total shares outstanding were represented at the meeting, confirming a strong quorum and shareholder engagement.
Bridge Specialty Group Acquires Tim Parkman, Inc. to Expand Wholesale Insurance Footprint

Brown & Brown’s Bridge Specialty Group announced its acquisition of the assets of Tim Parkman, Inc. (TPI), a Mississippi-based wholesale insurance brokerage founded in 2002. TPI, known for its proprietary tech platform and strong service to over 5,000 retail agents, specializes in personal and commercial insurance lines. The company will continue operations from Clinton, Mississippi, under President Mike Leach, with founder Tim Parkman remaining involved.

The acquisition strengthens Bridge Specialty Group’s presence in Mississippi and the Gulf States. With more than 50 locations and access to over 230 markets, Bridge Specialty Group delivers customized insurance solutions globally. Brown & Brown, its parent company, is a major insurance broker with over 17,000 employees in more than 500 locations worldwide. Terms of the deal were not disclosed.
Brown & Brown Releases 2025 Global Impact Report
Daytona Beach, FL – April 2, 2025 – Brown & Brown, Inc. (NYSE: BRO) announced the release of its annual Global Impact Report, highlighting the company’s environmental, social, and governance (ESG) efforts.

The report was disclosed in a Form 8-K filed with the SEC under Item 7.01 (Regulation FD Disclosure) and is available as Exhibit 99.1.

The information is furnished but not filed, meaning it is not subject to liability under the Securities Exchange Act of 1934.