BROWN & BROWN, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

At March 31, 2022 (the “Effective Date”), Brown & Brown, Inc. (the “Company”) has entered into a loan agreement (the “loan agreement”) with the lenders named therein, BMO Harris Bank NA., as administrative agent, Fifth Third BankNational Association, PNC Bank, National Association, National Association of American Banks and Wells Fargo Bank, National Associationas co-syndication agents and BMO Capital Markets Corp., BofA Securities, Inc., JPMorgan Chase Bank, North America. and Trust Securities, Inc.as joint bookrunners and joint lead managers.

The Loan Agreement evidences commitments for (i) deferred draw unsecured term loans for an aggregate amount of up to $300.0 million (the “A-1 Term Loan Commitment”) and (ii) unsecured deferred draw term loans in an amount up to
$500.0 million (the “A-2 Term Commitment” and, together with the A-1 Term Loan Commitments, the “Term Loan Commitments”). The Company may, subject to the satisfaction of certain conditions, including the receipt of additional term loan commitments from new or existing lenders, increase either the term loan commitment or the term loans issued under the latter, or issue new tranches of term loans for an aggregate additional amount of up to $400.0 million. The Company may enter into term loans (the “Term Loans”) under any of the Term Loan Commitments during the period from the Effective Date to the the first anniversary thereof (or, if earlier, the termination of the term loan commitments under the terms of the loan agreement).

Once borrowed, term loans issued under Term Loan Commitment A-1 (“A-1 Term Loans”) are due and payable on the date that is three years after the Effective Date. , unless this maturity date is extended as provided for in the loan. OK. Once borrowed, term loans issued under the A-2 Term Loan Commitment (“A-2 Term Loans”) are repayable in installments until the fifth anniversary of the Effective Date. , any remaining unpaid amount being due and payable on such fifth anniversary of the Effective Date. unless such maturity date is extended in accordance with the provisions of the Loan Agreement.

While outstanding, undrawn term loan commitments incur a commitment fee of 0.15% from the first of the initial term loan funding under the loan agreement and date that falls 120 days after the Effective Date. Once drawn, the A-1 Term Loans will bear interest at the annual rate of Adjusted Term SOFR plus 1.125% or Prime Rate plus 0.125% (subject to a pricing schedule for rating changes). credit and/or leverage of the company) and term A- 2 The loans will bear interest at the annual rate of the adjusted term SOFR plus 1.25% or the base rate plus 0.25% ( subject to a pricing schedule for changes in the Company’s credit rating and/or leverage).

The Loan Agreement contains various covenants (including financial covenants), limitations and events of default customary for similar facilities for similarly rated borrowers.

Certain of the agents and lenders under the Loan Agreement or their affiliates have various other relationships with the Company and its affiliates involving the provision of financial services, including cash management, loans, letters of credit and bank guarantee facilities, investment banking and fiduciary services.

The foregoing description of the Loan Agreement is qualified in its entirety by reference to the complete terms and conditions of the Loan Agreement, which will be filed as an attachment to the Company’s Quarterly Report on Form 10-Q for its quarter. tax ending March 31, 2022.

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information presented in section 1.01 of this report is incorporated by reference in this section 2.03.

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