What Brown & Brown, Inc. told the SEC could break it.

Revenue is geographically concentrated — Florida ~16%, Michigan ~9%, Massachusetts ~8%, California ~6%, New York ~6%, Georgia ~5% in 2025, plus ~10% from the UK — so regional economic, natural-disaster (e.g., Florida hurricanes) or regulatory changes could materially hurt results.

“A significant portion of our businesses are concentrated in Florida, Michigan, Massachusetts, California, New York and Georgia where for the year ended December 31, 2025, we derived approximately 16%, 9%, 8%, 6%, 6%, and 5% of our annual revenue, respectively.”

Brown & Brown's total debt was $7,613 million as of December 31, 2025 after financing 'the Transaction' (the Accession acquisition); higher leverage and interest expense reduce flexibility to respond to changing conditions.

“As of December 31, 2025, our total debt was $7,613 million. We financed the purchase price of the Transaction with the net proceeds of certain securities offerings and cash on hand. These increases in our indebtedness may, among other things, reduce our flexibility to respond to changing business and economic conditions or to fund capital expenditures or working capital needs.”

As an insurance intermediary, Brown & Brown is state-regulated in the U.S. and FCA-regulated in the UK (~10% of revenue); its carrier compensation arrangements (e.g., contingent commissions) are subject to governmental investigations and regulatory uncertainty.

“The business practices and compensation arrangements of the insurance intermediary industry, including our practices and arrangements, are subject to uncertainty due to investigations by various governmental authorities.”

Brown & Brown relies on a large number of vendors and third parties for critical functions — technology, information security, funds transfers, business-process management and support — whose failure could harm operations and customer service.

“We rely on a large number of vendors and other third parties to provide services, data and information such as technology, information security, funds transfers, business process management, and administration and support functions that are critical to the operations of our business.”