Item 3.02. Unregistered Sales of Equity Securities.

The following list sets forth information regarding all unregistered securities offered, sold or issued by BRP Group, Inc. ("BRP Group") since June 30, 2020. No underwriters were involved in these sales. There was no general solicitation of investors or advertising, and BRP Group did not pay or give, directly or indirectly, any commission or other remuneration, in connection with the offering of these securities. In the transactions described below, the recipients of the securities represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were or will be affixed to the issued securities.



•      On July 31, 2020, BRP Medicare Insurance III, LLC ("Medicare III"), a
       subsidiary of BRP Group, acquired substantially all of the assets of
       Medicare Insurance Advisors, Inc. ("MIA"), a Knoxville, Tennessee-based
       independent Field Marketing Organization for Medicare insurance solutions,
       pursuant to an Asset Purchase Agreement (the "MIA Purchase Agreement"). At
       the closing of the Partnership, BRP Group's nomenclature for a strategic
       acquisition, the consideration paid for the Partnership comprised $2.3
       million of cash and 25,491 shares of BRP Group's Class A common stock. The
       securities issued as part of the consideration paid under the MIA Purchase
       Agreement are subject to contractual transfer restrictions for a period of
       time. Under the terms of the MIA Purchase Agreement, MIA will also have
       the opportunity to receive additional contingent earnout consideration of
       up to $4.2 million based on the achievement of certain post-closing
       revenue-focused performance measures, which contingent earnout
       consideration is payable in cash, shares of BRP Group's Class A common
       stock or a combination of both at Medicare III's sole option.



•      On November 5, 2020, Baldwin Krystyn Sherman Partners, LLC ("BKS"), a
       subsidiary of BRP Group, entered into an agreement (the "Insgroup Purchase
       Agreement") to acquire all of the outstanding equity interests of
       Insgroup, Inc. ("Insgroup"), a Houston, Texas-based provider of commercial
       P&C insurance, employee benefits and private client solutions to
       middle-market companies and individuals. The Partnership is expected to
       close on November 30, 2020, subject to certain closing conditions.
       Pursuant to the terms of the Insgroup Purchase Agreement, the
       consideration for the Partnership comprises $100.4 million in cash, as
       well as 154,695 shares of BRP Group's Class A common stock and 3,790,020
       LLC units of BRP Group's subsidiary, Baldwin Risk Partners, LLC ("BRP
       LLC") (and the corresponding 3,790,020 shares of BRP Group's Class B
       common stock to be issued pursuant to the terms of BRP LLC's Third Amended
       and Restated Limited Liability Company Agreement, as amended), provided,
       that Insgroup may elect to decrease the number of shares of BRP Group's
       Class A common stock to be included in the consideration for the
       Partnership, and increase the number of LLC units (and the corresponding
       shares of BRP Group's Class B common stock) to be included in the
       consideration for the Partnership on a one-for-one basis with the decrease
       in the number of shares of BRP Group's Class A common stock to be included
       in the consideration for the Partnership. Under the terms of the Insgroup
       Purchase Agreement, Insgroup will also have the opportunity to receive
       additional contingent consideration of up to $66.1 million based upon the
       achievement of certain post-closing revenue-focused performance measures,
       which contingent consideration is payable in cash, shares of BRP Group's
       Class A common stock or a combination of both at BKS' sole option. The
       securities to be issued as part of the consideration payable under the
       Insgroup Purchase Agreement will be subject to contractual transfer
       restrictions for a period of time.

The securities described above were offered to a limited number of investors, all of which had sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of the prospective investment, and for nominal consideration. The offer, sale and issuance, as applicable, of the securities described above were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act as transactions by an issuer not involving any public offering. Item 9.01. Financial Statements and Exhibits.



(d) Exhibits
Exhibit No.        Description
                   Cover Page Interactive Data File (embedded within the inline XBRL
        104        document)

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