Business Context and Reporting Period
Company: Brown & Brown, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 5, 2026
Event: Entry into a Material Definitive Agreement (Third Amended and Restated Credit Agreement).
Key Financial Metrics and Debt Structure
This filing details a restructuring of the Company's credit facilities rather than reporting operational financial results (revenue, profit, or cash flow). Key debt metrics include:
- Revolving Credit Facility: Increased from $800 million to $1,250 million.
- Term A-1 Loan Facility: New term loans totaling $250 million.
- Term A-2 Loan Facility: New term loans totaling $250 million.
- Total Outstanding Debt: $825 million as of the filing date.
- Lenders: Includes JPMorgan Chase Bank, N.A., Bank of America, N.A., Truist Bank, BMO Bank N.A., and others.
Material Changes Versus Prior Period
The Third Amended and Restated Credit Agreement replaces the Existing Credit Agreement dated October 27, 2021. Material changes include:
- Capacity Increase: Revolving credit capacity increased by $450 million.
- New Term Debt: Introduction of $500 million in new term loans (Term A-1 and Term A-2).
- Maturity Extension: The Revolving Credit Facility maturity extended to June 5, 2031.
- Term Loan Maturities: Term A-1 matures June 5, 2029; Term A-2 matures June 5, 2031.
Outlook, Risks, and Management Commentary
Management Commentary: The Company has secured additional liquidity and extended its debt maturity profile. The agreement includes customary covenants, limitations, and events of default for similarly rated borrowers.
Risks and Contingencies: The filing notes that agents and lenders have various other relationships with the Company involving financial services, including cash management, investment banking, and trust services. The full terms and conditions are qualified by reference to the complete agreement, which will be filed as an exhibit to the Form 10-Q for the quarter ending June 30, 2026.
Guidance: The filing text does not provide specific operational guidance or earnings outlook.
Investor Verification Checklist
- Verify the specific interest rate margins and fee structures in the full Credit Agreement exhibit (to be filed in the Q2 2026 10-Q).
- Review the specific financial covenants and limitations imposed by the new agreement.
- Confirm the utilization rate of the new $1,250 million revolving facility relative to the $825 million outstanding balance.
- Assess the impact of the new $500 million term debt on future interest expense and cash flow requirements.