In 1996, the Company adopted and the shareholders approved a performance stock plan, under which until the suspension of the plan in 2010, up to 28,800,000 Performance Stock Plan (“PSP”) shares could be granted to key employees contingent on the employees’ future years of service with the Company and other performance-based criteria established by the Compensation Committee of the Company’s board of directors. Before participants may take full title to Performance Stock, two vesting conditions must be met. Of the grants currently outstanding, specified portions satisfied the first condition for vesting based upon 20% incremental increases in the 20-trading-day average stock price of Brown & Brown’s common stock from the price on the last business day before date of grant. Performance Stock that has satisfied the first vesting condition is considered “awarded shares.” Awarded shares are included as issued and outstanding common stock shares and are included in the calculation of basic and diluted net income per share. Dividends are paid on awarded shares and participants may exercise voting privileges on such shares. Awarded shares satisfy the second condition for vesting on the earlier of a participant’s: (i) 15 years of continuous employment with Brown & Brown from the date shares are granted to the participants (or, in the case of the July 2009 grant to Powell Brown, 20 years), (ii) attainment of age 64 (on a prorated basis corresponding to the number of years since the date of grant), or (iii) death or disability. On April 28, 2010, the PSP was suspended and any remaining authorized, but unissued shares, as well as any shares forfeited in the future, were reserved for issuance under the 2010 Stock Incentive Plan (the “2010 SIP”).

At December 31, 2025, 10,154,854 shares had been granted, net of forfeitures, under the PSP. As of December 31, 2025, 32,000 shares had met the first condition of vesting and had been awarded, and 10,122,854 shares had satisfied both conditions of vesting and had been distributed to participants.

The Company uses a path-dependent lattice model to estimate the fair value of PSP grants on the grant date.

A summary of PSP activity for the years ended December 31, 2025, 2024 and 2023 is as follows:


	Weighted- average grant date fair value		Granted shares			Awarded shares			Shares not yet awarded
Outstanding at January 1, 2023	$	4.88		708,380			708,380			—
Granted	$	—		—			—			—
Awarded	$	—		—			—			—
Vested	$	4.69		(532,282	)		(532,282	)		—
Forfeited	$	5.25		(8,326	)		(8,326	)		—
Outstanding at December 31, 2023	$	5.47		167,772			167,772			—
Granted	$	—		—			—			—
Awarded	$	—		—			—			—
Vested	$	5.43		(69,794	)		(69,794	)		—
Forfeited	$	5.09		(240	)		(240	)		—
Outstanding at December 31, 2024	$	5.49		97,738			97,738			—
Granted	$	—		—			—			—
Awarded	$	—		—			—			—
Vested	$	5.09		(65,738	)		(65,738	)		—
Forfeited	$	—		—			—			—
Outstanding at December 31, 2025	$	6.33		32,000			32,000			—

The total fair value of PSP grants that vested during each of the years ended December 31, 2025, 2024 and 2023 was $7 million, $6 million and $31 million, respectively.

On April 28, 2010, the shareholders of the Company approved the 2010 Stock Incentive Plan (“2010 SIP”), which was suspended May 1, 2019. On May 1, 2019, the shareholders of the Company approved the 2019 Stock Incentive Plan (“2019 SIP”) that provides for the granting of restricted stock, restricted stock units, stock options, stock appreciation rights and other stock-based awards to employees and directors contingent on performance-based and/or time-based criteria established by the Compensation Committee of the Company’s board of directors. In addition, the 2019 SIP provides for a limited delegation of authority of the Company’s chief executive officer to grant awards to individuals who are not subject to Section 16 of the Securities Exchange Act of 1934. The principal purpose of the 2019 SIP is to attract, incentivize and retain key employees by offering those persons an opportunity to acquire or increase a direct proprietary interest in the Company’s operations and future success. The number of shares of stock reserved for issuance under the 2019 SIP is 2,283,475 shares, plus any shares that are authorized for issuance under the 2010 SIP (described below), and not already subject to grants under the 2010 SIP, and that were outstanding as of May 1, 2019, the date of suspension of the 2010 SIP, together with PSP shares, 2010 SIP shares and 2019 SIP shares forfeited after that date. As of May 1, 2019, 6,957,897 shares were available for issuance under the 2010 SIP, which were then transferred to the 2019 SIP.

On March 24, 2025, the Compensation Committee of the Company’s Board of Directors approved, subject to shareholder approval, an amendment to the 2019 SIP to increase the number of shares of Common Stock that may be issued under the 2019 SIP by 6,930,000 shares and extend the term of the Plan to May 7, 2035. On May 7, 2025, the Company’s shareholders approved the plan amendment.

The Company has granted restricted share awards (including both restricted stock and restricted stock units) to our employees in the form of time-based grants and performance-based grants under the 2010 SIP and 2019 SIP. To date, a substantial majority of restricted share grants to employees under these plans vest in 5 years. The performance-based grants are subject to the achievement of certain performance criteria by grantees, which may include growth in a defined book of business, Organic Revenue growth of the Company and consolidated diluted net income per share growth at certain levels of the Company. The performance measurement period ranges from 3 to 5 years. Certain performance-based grants have a payout range between 0% to 200% depending on the achievement against the stated performance target.

Non-employee members of the board of directors received shares annually issued pursuant to the 2019 SIP as part of their annual compensation. A total of 13,948 shares were issued in May 2025, 16,884 shares were issued in May 2024 and 16,632 shares were issued in May 2023.

The Company uses the closing stock price on the day before the grant date to determine the fair value of grants under the 2010 SIP and 2019 SIP and then applies an estimated forfeiture factor to estimate the annual expense. Additionally, the Company uses the path-dependent lattice model to estimate the fair value of grants with PSP-type vesting conditions as of the grant date. SIP shares that satisfied the first vesting condition for PSP-type grants or the established performance criteria are considered awarded shares. Awarded shares under restricted stock awards are included as issued and outstanding common stock shares and are included in the calculation of basic and diluted net income per share.

A summary of 2010 SIP and 2019 SIP activity for the years ended December 31, 2025, 2024 and 2023 is as follows:


	Weighted- average grant date fair value		Granted shares			Awarded shares			Shares not yet awarded
Outstanding at January 1, 2023	$	25.01		7,064,948			4,754,649			2,310,299
Granted	$	56.39		1,558,826			235,738			1,323,088		(1)
Awarded	$	47.60		330,310			977,447			(647,137	)
Vested	$	25.46		(1,561,615	)		(1,561,615	)		—
Forfeited	$	49.37		(271,154	)		(129,889	)		(141,265	)
Outstanding at December 31, 2023	$	27.50		7,121,315			4,276,330			2,844,985
Granted	$	81.53		1,404,586			249,952			1,154,634		(2)
Awarded	$	45.99		437,891			1,228,675			(790,784	)
Vested	$	29.23		(1,903,832	)		(1,903,832	)		—
Forfeited	$	62.43		(261,423	)		(114,053	)		(147,370	)
Outstanding at December 31, 2024	$	30.98		6,798,537			3,737,072			3,061,465
Granted	$	109.08		976,894			215,043			761,851		(3)
Awarded	$	62.67		339,502			1,066,839			(727,337	)
Vested	$	48.16		(1,068,176	)		(1,068,176	)		—
Forfeited	$	66.90		(548,503	)		(324,263	)		(224,240	)
Outstanding at December 31, 2025	$	34.01		6,498,254			3,626,515			2,871,739

The following table sets forth information as of December 31, 2025, 2024 and 2023, with respect to the number of time-based restricted shares granted and awarded, the number of performance-based restricted shares granted, and the number of performance-based restricted shares awarded under our Performance Stock Plan and 2010 and 2019 Stock Incentive Plans:


Year	Time-based restricted stock granted and awarded		Performance-based restricted stock granted			Performance-based restricted stock awarded
2023		235,738		1,323,088	(1)		977,447
2024		249,952		1,154,634	(2)		1,228,675
2025		215,043		761,851	(3)		1,066,839

(1)

Of the 761,851 performance-based shares granted in 2025, the payout for 351,146 shares may be increased up to 200% of the target or decreased to zero. The amount reflected in the table includes all time-based share grants at a target payout of 100%.

(2)

Of the 1,154,634 performance-based shares granted in 2024, the payout for 587,205 shares may be increased up to 200% of the target or decreased to zero. The amount reflected in the table includes all time-based share grants at a target payout of 100%.

(3)

Of the 1,323,088 performance-based shares granted in 2023, the payout for 615,575 shares may be increased up to 200% of the target or decreased to zero, 17,338 shares may be increased up to 120% of the target or decreased to zero. The amount reflected in the table includes all time-based share grants at a target payout of 100%.

At December 31, 2025, 8,891,392 shares were available for future grants under the 2019 SIP. This amount is calculated assuming the maximum payout for all grants.

The Company has a shareholder-approved TSPP with a total of 34,000,000 authorized shares of which 1,730,975 were available for future subscriptions as of December 31, 2025. Employees of the Company who regularly work 20 hours or more per week are generally eligible to participate in the TSPP. Participants, through payroll deductions, may allot up to 10% of their compensation towards the purchase of a maximum of $25,000 worth of Company stock between August 1st of each year and the following July 31st (the “Subscription Period”) at a cost of 85% of the lower of the stock price as of the beginning or end of the Subscription Period.

The Company estimates the fair value of an TSPP share option as of the beginning of the Subscription Period as the sum of: (i) 15% of the quoted market price of the Company’s stock on the day prior to the beginning of the Subscription Period, and (ii) 85% of the value of a one-year stock option on the Company stock using the Black-Scholes option-pricing model. The estimated fair value of an TSPP share option as of the Subscription Period beginning in August 2025 was $22.32. The fair values of an TSPP share option as of the Subscription Periods beginning in August 2024 and 2023, were $23.10 and $18.13, respectively.

For the TSPP plan years ended July 31, 2025, 2024 and 2023, the Company issued 542,381, 718,457 and 743,856 shares of common stock, respectively. These shares were issued at an aggregate purchase price of $42 million, or $77.66 per share, in 2025, $43 million, or $59.50 per share, in 2024 and $40 million, or $53.70 per share, in 2023.

For the five months ended December 31, 2025, 2024 and 2023 (portions of the 2024-2025, 2023-2024 and 2022-2023 plan years), 416,313, 255,015 and 330,599 shares of common stock (from authorized but unissued shares), respectively, were subscribed to by TSPP participants for proceeds of approximately $28 million, $22 million and $20 million, respectively.

The non-cash stock-based compensation expense for the years ended December 31 is as follows:


(in millions)	2025		2024		2023
Stock incentive plan	$	77	$	87	$	75
Teammate stock purchase plan		14		13		12
Performance stock plan		—		—		1
Sharesave plan		2		1		1
Total	$	93	$	101	$	89

As of December 31, 2025, the Company estimates there to be $223 million of unamortized compensation expense related to all non-vested stock-based compensation arrangements granted under the Company’s stock-based compensation plans, based upon current projections of grant measurement against performance criteria. That expense is expected to be recognized over a weighted average period of 3.19 years.