布朗保险美股招股说明书(2025-06-12版)

Brown& Brown, Inc. Common Stock We are offering $4billion in shares of our common stock, $0.10 par value per share (our “common stock”). Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “BRO.” The last reported sale price of our commonstock on the NYSE on June 9, 2025 was $107.86 per share. We have granted the underwriters an option for a period of 30 days from the date of this prospectus supplement to purchase up to an additional3,921,568 shares of our common stock from us. If the underwriters exercise this option in full, the total underwriting discounts will be $83,599,998.25and total proceeds, before expenses, to us will be $4,316,399,909.75. Investing in our common stock involves risks. See “Risk Factors” beginning onpageS-20of this prospectussupplement and page 5 of the accompanying prospectus. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securitiesor determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The underwriters expect to deliver the shares of our common stock to purchasers on June12, 2025. Joint Book Running Managers J.P. Morgan BofA Securities Additional Book-Running Managers Truist Securities BMO Capital Markets Co-Managers PNCCapitalMarketsLLCBarclaysRaymondJames BTIG WellsFargoSecuritiesMorganStanleyDowling&PartnersSecurities,LLC FifthThirdSecuritiesCitizensCapitalMarketsGoldmanSachs&Co.LLC You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the accompanyingprospectus and any related free writing prospectus filed by us with the SEC. We and the underwriters have not authorized any other person toprovide you with different or additional information. If anyone provides you with different or inconsistent information, you should not rely onit. You should not assume that the information in this prospectus supplement, the accompanying prospectus or any document incorporated byreference herein or therein is accurate as of any date other than the date on the front of the applicable document. We are not, and theunderwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or in which the personmaking such offer or sale is not qualified to do so or to any person to whom it is unlawful to make that offer or solicitation. TABLE OF CONTENTS Prospectus supplement ABOUT THIS PROSPECTUS SUPPLEMENTINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCEINFORMATION CONCERNING FORWARD-LOOKING STATEMENTSSUMMARYUNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONSELECTED FINANCIAL DATADESCRIPTION OF CAPITAL STOCKCERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCESUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION Prospectus ABOUT THIS PROSPECTUSDISCLOSURE REGARDING FORWARD-LOOKING STATEMENTSBROWN & BROWN, INC.RISK FACTORSUSE OF PROCEEDSDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF WARRANTSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of our common stock we arecurrently offering and certain other matters relating to us and our business and financial condition. The second part is the accompanying prospectusdated May5, 2023, which gives more general information about the securities we may offer from time to time, some of which does not apply to ourcommon stock we are currently offering. You should read this prospectus supplement and the accompanying prospectus, together with the documentsincorporated by reference and the additional information described in this prospectus supplement under the heading “Incorporation of CertainDocuments by Reference.” If the description of this offering or any terms of our common stock varies between this prospectus supplement and the accompanying prospectus,you should rely on the information in this prospectus supplement. Any statement in the accompanying prospectus or in a document incorporated or deemed to be incorporated by reference in the accompanyingprospectus or this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that astatement contained in this prospectus supplement or in any other subsequently filed document that is also incorporated or deemed incorporated byreference in this prospectus supplement or the accompanying prospectus modifies or supersedes that statement. Any statement so modified orsuperseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement or the accompanying prospectu