Item 1.01 Entry into a Material Definitive Agreement.

On December 8, 2020, BRP Group, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement"), between the Company, Baldwin Risk Partners, LLC, and J.P. Morgan Securities LLC, BofA Securities, Inc., Wells Fargo Securities, LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters listed on Schedule 1 thereto (the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters 8,750,000 shares of Class A common stock, par value $0.01 (the "shares"), in a registered public offering (the "Offering") pursuant to an effective shelf registration statement on Form S-3 (Registration File No. 333-251195) (the "Shelf Registration Statement"). Pursuant to the Underwriting Agreement, the Company granted the Underwriters an option to purchase an additional 1,312,500 shares (the "Option"). The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is included as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On December 11, 2020, the Company closed the Offering.

Item 8.01 Other Events.

The above-mentioned offering was made pursuant to the Shelf Registration Statement. Opinion of counsel for the Company is included as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.

1.1                Underwriting Agreement relating to the shares, dated December 8,
                 2020, between BRP Group, Inc., Baldwin Risk Partners, LLC, and J.P.
                 Morgan Securities LLC, BofA Securities, Inc., Wells Fargo
                 Securities, LLC and Morgan Stanley & Co. LLC, as representatives of
                 the several underwriters listed on Schedule 1 thereto.

5.1                Opinion of Davis Polk & Wardwell LLP.

23.1               Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).


104              Cover Page Interactive Data File (embedded within the Inline XBRL
                 document).

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