BROBrown & Brown

Relationships and Transactions with Affiliated Parties

“During 2024, Mr. Powell Brown fully reimbursed the Company $141,548 for his use of the Company’s owned aircraft for personal travel.”

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Relationships and Transactions with Affiliated Parties

“The owners of The Hays Financial Group, Inc. (“HFG”), a Minnesota corporation and registered investment advisor, include Brian Whinnery, who is the son-in-law of Mr. James Hays, and who individually owns approximately 15% of the outstanding stock of HFG, and The HG Group, Inc., f/k/a The Hays Group, Inc., a Minnesota corporation (“THG”), which owns approximately 75% of the outstanding stock of HFG and of which Mr. James Hays individually owns approximately 21% of the outstanding stock. During 2024, HFG paid Hays Companies, Inc., a wholly owned subsidiary of the Company (“HCI”), approximately $808,589 in connection with business referrals made from HCI to HFG.”

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Relationships and Transactions with Affiliated Parties

“During 2024, THG, HFG and Mr. James Hays paid to HCI approximately $74,436 in aggregate rent payments for office space used by HFG in Minneapolis, Minnesota and Miami, Florida.”

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Related Party Transactions Policy

“Under our written Related Party Transactions Policy, our Chief Legal Officer (or our Chief Executive Officer if the related party is our Chief Legal Officer or an immediate family member of our Chief Legal Officer) will review any potential Related Party Transaction to determine if it is subject to the Policy. If so, the transaction will be referred to the Nominating/Corporate Governance Committee for approval or ratification. If, however, the Chief Legal Officer determines that it is not practical to wait until the next meeting of the Nominating/Corporate Governance Committee, the Chair of the Nominating/Corporate Governance Committee shall have the authority to act on behalf of the Nominating/Corporate Governance Committee on whether to approve or ratify a Related Party Transaction (unless the Chair of the Nominating/Corporate Governance Committee is a Related Party in the Related Party Transaction). In determining whether to approve or ratify a Related Party Transaction, the Nominating/Corporate Governance Committee (or, as applicable, the Chair of the Nominating/Corporate Governance Committee) will consider, among other things, the benefits of the transaction to the Company, the potential effect of entering into the transaction on a director’s independence, the availability of other sources for the products or services, the terms of the transaction and the terms available to unrelated third parties generally. The Nominating/Corporate Governance Committee has authority to administer the Policy and to amend it as appropriate from time to time.”

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Related Party Transactions Policy

“For purposes of our Policy, “Related Party Transactions” are transactions in which the Company is a participant, the amount involved exceeds $120,000 when all such transactions are aggregated with respect to an individual, and a “related party” had, has or will have a direct or indirect material interest. “Related parties” are our directors (including any nominees for election as directors), our executive officers, any shareholder who beneficially owns more than five percent (5%) of our outstanding common stock and any firm, corporation, charitable organization or other entity in which any of the persons listed above is an officer, general partner or principal or in a similar position or in which the person has a beneficial ownership interest of ten percent (10%) or more.”

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Relationships and Transactions with Affiliated Parties

“Zambezi, LLC (“Zambezi”), a Florida limited liability company whose Members and Managers are J. Hyatt Brown and his wife, Cici Brown, owns a Cessna Citation Sovereign aircraft (the “Aircraft”), which the Company leases pursuant to an Aircraft Dry Lease Agreement (the “Agreement”) with Zambezi. In 2025, the Company paid Zambezi $100,368 under the Agreement to lease the Aircraft. Pursuant to the Agreement, subject to availability of the Aircraft and other specified conditions, Mr. Hyatt Brown has the right to use the Aircraft for personal use, subject to reimbursement paid to the Company at the maximum rate permitted by law. Mr. Hyatt Brown paid $140,233 to the Company for such personal use of the Aircraft in 2025. The Company and Zambezi also are party to an Airside Sub-Lease Agreement and Services Agreement, pursuant to which Zambezi leases hangar space from the Company and pursuant to which pilots and mechanics employed by the Company are available to pilot and service the Aircraft as provided therein. In 2025, Zambezi paid the Company $36,015 for the lease of hangar space for the Aircraft and $405,645 for the services of pilots and mechanics employed by the Company and for parts, equipment and supplies related to the Aircraft’s maintenance and operation.”

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Relationships and Transactions with Affiliated Parties

“Andrew M. Walker, who is the son of Chris L. Walker, is employed by a subsidiary of the Company as an underwriter in the Company’s San Diego, California office and received compensation of $310,643 for services rendered in 2025, $694 in cash dividends paid in 2025 on restricted stock granted under our Amended and Restated 2019 Stock Incentive Plan (“2019 SIP”) for which conditions of vesting other than time-based conditions have been satisfied, and $13,253 in matching contributions made by the Company to his 401(k) Plan account in 2025. In addition, Mr. Andrew Walker received grants under our 2019 SIP in February 2025 and February 2026 with grant date fair values of $29,938 and $29,259, respectively.”

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Relationships and Transactions with Affiliated Parties

“Alexander J. Walker, who is the son of Chris L. Walker, is employed by a subsidiary of the Company as an underwriter in the Company’s Alpharetta, Georgia office and received compensation of $201,447 for services rendered in 2025, $303 in cash dividends paid in 2025 on restricted stock granted under our 2019 SIP for which conditions of vesting other than time-based conditions have been satisfied, and $9,070 in matching contributions made by the Company to his 401(k) Plan account in 2025. In addition, Mr. Alexander Walker received grants under our 2019 SIP in February 2025 and February 2026 with grant date fair values of $19,884 and $19,483, respectively.”

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Relationships and Transactions with Affiliated Parties

“Ashley W. George, who is the daughter of Chris L. Walker, is employed by a subsidiary of the Company as an executive assistant in the Company’s San Diego, California office and received compensation of $124,492 for services rendered in 2025 and $4,945 in matching contributions made by the Company to her 401(k) Plan account in 2025. Additionally, the Company paid $2,500 for personal cybersecurity monitoring and support for Ms. George in 2025.”

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