On March 17, 2022, Brown & Brown, Inc. completed the issuance and sale of $600,000,000 aggregate principal amount of the company's 4.200% Senior Notes due 2032 (the 2032 Notes) and $600,000,000 aggregate principal amount of the Company's 4.950% Senior Notes due 2052 (the 2052 Notes, and together with the 2032 Notes, the Notes). The net proceeds to the Company from the sale of the Notes, after deducting underwriting discounts and estimated offering expenses, were approximately $1,178.2 million. The 2032 Notes bear interest at the rate of 4.200% per year and will mature on March 17, 2032.

Interest on the 2032 Notes will be payable semi-annually in arrears on March 17 and September 17 of each year, commencing on September 17, 2022. The 2052 Notes bear interest at the rate of 4.950% per year and will mature on March 17, 2052. Interest on the 2052 Notes will be payable semi-annually in arrears on March 17 and September 17 of each year, commencing on September 17, 2022.

The Notes are senior unsecured obligations of the Company and will rank equal in right of payment to all of the Company's existing and future senior unsecured indebtedness. The Company may redeem the Notes in whole or in part at any time and from time to time, at the make whole redemption prices specified in the Prospectus Supplement for the Notes being redeemed, plus accrued and unpaid interest thereon to but excluding the redemption date. If do not consummate the acquisition of GRP (Jersey) Holdco Limited and its businesses (the GRP Acquisition) on or prior to December 31, 2022 or, if prior to such date, notify the trustee in writing that the majority share purchase agreement relating to the GRP Acquisition (GRP Acquisition Agreement) is terminated, then, in either case, must redeem all of the 2032 Notes at a redemption price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest to, but not including, the special mandatory redemption date.

The 2052 Notes are not subject to the special mandatory redemption provision and will remain outstanding even if the GRP Acquisition is not consummated on or prior to December 31, 2022.