Delaware If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) ...

_____________________________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________ FORM 10-Q ______________________________ (Mark One) ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 | --- | --- | |-------------- ...

_____________________________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________ FORM 10-Q ______________________________ (Mark One) ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 | --- | --- | |------------------- ...

_____________________________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________ FORM 10-Q ______________________________ (Mark One) ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from __ ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ (Mark One) ☒ Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021 or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ________ to _________ Commission File N ...

PART I. FINANCIAL INFORMATION [Financial Statements (Unaudited)](index=5&type=section&id=ITEM%201.%20Financial%20Statements%20%28Unaudited%29) Presents BRP Group's unaudited condensed consolidated financial statements, including balance sheets, comprehensive loss, cash flows, and notes [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Balance sheet as of September 30, 2021, shows total assets grew 46% to **$2.23 billion** and liabilities to **$1.12 billion** Condensed Consolidated Balance Sheet Highlights (in thousands) | Metric | Sep 30, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $374,450 | $108,462 | | Intangible assets, net | $652,723 | $554,320 | | Goodwill | $885,321 | $651,502 | | **Total assets** | **$2,233,109** | **$1,529,914** | | **Liabilities & Equity** | | | | Long-term debt, less current portion | $477,341 | $381,382 | | **Total liabilities** | **$1,121,394** | **$759,946** | | **Total stockholders' equity** | **$1,111,492** | **$769,870** | [Condensed Consolidated Statements of Comprehensive Loss](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) Q3 2021 revenues more than doubled to **$135.6 million**, but net loss widened to **$24.2 million** due to higher expenses Performance Summary (in thousands, except per share data) | Metric | Q3 2021 | Q3 2020 | Nine Months 2021 | Nine Months 2020 | | :--- | :--- | :--- | :--- | :--- | | Commissions and fees | $135,556 | $65,843 | $408,090 | $171,270 | | Operating income (loss) | $(16,804) | $(6,670) | $6,254 | $(8,178) | | Net loss | $(24,222) | $(7,615) | $(13,712) | $(10,767) | | Basic and diluted loss per share | $(0.28) | $(0.10) | $(0.18) | $(0.22) | [Condensed Consolidated Statements of Cash Flows](index=13&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash increased by **$279.4 million** for the nine months, driven by **$476.0 million** from financing activities Cash Flow Summary for Nine Months Ended Sep 30 (in thousands) | Activity | 2021 | 2020 | | :--- | :--- | :--- | | Net cash provided by operating activities | $27,041 | $30,771 | | Net cash used in investing activities | $(223,581) | $(235,233) | | Net cash provided by financing activities | $475,955 | $191,389 | | **Net increase (decrease) in cash** | **$279,415** | **$(13,073)** | - Financing activities were significantly boosted by **$269.4 million** in net proceeds from a Class A common stock issuance and **$120.0 million** from a revolving line of credit[29](index=29&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=15&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail ten business combinations for **$387.5 million**, a **$269.4 million** equity offering, and subsequent acquisitions - The company completed ten business combinations for an aggregate purchase price of **$387.5 million** during the first nine months of 2021, contributing to a **$235.5 million** increase in goodwill[50](index=50&type=chunk)[60](index=60&type=chunk) - In September 2021, a public offering of **9.2 million** shares of Class A common stock generated net proceeds of approximately **$269.4 million**[38](index=38&type=chunk) - Subsequent to the quarter end, on October 1, 2021, the company acquired K&S Insurance Agency and Jacobson, Goldfarb & Scott, Inc. (JGS), using a combination of cash and equity[132](index=132&type=chunk)[133](index=133&type=chunk) - The company's business is divided into four operating groups: Middle Market, Specialty, MainStreet, and Medicare[121](index=121&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=32&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) MD&A attributes strong revenue growth to acquisitions and organic growth, analyzing expenses and non-GAAP measures [Results of Operations](index=33&type=section&id=RESULTS%20OF%20OPERATIONS%20FOR%20THE%20THREE%20AND%20NINE%20MONTHS%20ENDED%20SEPTEMBER%2030%2C%202021%20AND%202020) Q3 2021 revenues grew 106% to **$135.6 million** due to acquisitions and organic growth, but operating expenses increased significantly Q3 2021 Revenue Growth Drivers (in millions) | Component | Amount | | :--- | :--- | | Partnership Contribution | $52.7 | | Organic Growth | $17.0 | | **Total Increase** | **$69.7** | Nine Months 2021 Revenue Growth Drivers (in millions) | Component | Amount | | :--- | :--- | | Partnership Contribution | $195.9 | | Organic Growth | $40.9 | | **Total Increase** | **$236.8** | - Commissions, employee compensation and benefits expenses increased by **$51.6 million** for Q3 2021, with **$28.6 million** from acquisitions and the remainder from higher share-based compensation, commissions on organic growth, and hiring[167](index=167&type=chunk) - Interest expense increased by **$6.0 million** in Q3 2021 due to higher average borrowings and interest rates under the new JPM Credit Agreement[174](index=174&type=chunk) [Non-GAAP Financial Measures](index=37&type=section&id=NON-GAAP%20FINANCIAL%20MEASURES) Non-GAAP measures show Q3 2021 Organic Revenue Growth at **26%** and Adjusted EBITDA at **$19.6 million**, with varying margins Key Non-GAAP Metrics | Metric | Q3 2021 | Q3 2020 | Nine Months 2021 | Nine Months 2020 | | :--- | :--- | :--- | :--- | :--- | | Organic Revenue Growth % | 26% | 20% | 24% | 15% | | Adjusted EBITDA | $19.6M | $10.9M | $92.7M | $33.3M | | Adjusted EBITDA Margin | 14% | 17% | 23% | 19% | | Adjusted Diluted EPS | $0.11 | $0.11 | $0.69 | $0.39 | [Operating Group Results](index=41&type=section&id=OPERATING%20GROUP%20RESULTS) Q3 2021 Middle Market revenue grew 202% to **$80.1 million** from acquisitions; Specialty revenue increased 53% with strong organic growth Q3 2021 Revenue by Operating Group (in millions) | Operating Group | Revenue | YoY Growth | | :--- | :--- | :--- | | Middle Market | $80.1 | 202% | | Specialty | $42.0 | 53% | | MainStreet | $8.8 | 11% | | Medicare | $5.7 | 38% | - The Specialty segment's MGA of the Future platform grew policies in force by **32%** year-over-year to **661,946** at September 30, 2021[199](index=199&type=chunk) - The Middle Market segment's Q3 revenue growth of **$53.5 million** was composed of a **$48.2 million** contribution from acquisitions and **$5.3 million** in organic growth[196](index=196&type=chunk) [Liquidity and Capital Resources](index=45&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) As of September 30, 2021, the company had **$374.5 million** in cash, bolstered by a **$269.4 million** equity offering and new debt facilities - The company had **$374.5 million** in cash and cash equivalents at September 30, 2021[221](index=221&type=chunk) - A September 2021 public offering of Class A common stock generated net proceeds of **$269.4 million**[222](index=222&type=chunk) - The JPM Credit Agreement was amended to provide a new **$500 million** term loan and an upsized **$475 million** revolving credit facility[224](index=224&type=chunk) Contractual Obligations as of Sep 30, 2021 (in thousands) | Obligation Type | Total | | :--- | :--- | | Operating leases | $81,394 | | Debt obligations payable | $744,451 | | Maximum future acquisition contingency payments | $682,564 | | **Total** | **$1,508,409** | [Quantitative and Qualitative Disclosures about Market Risk](index=48&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) Primary market risk is interest rate exposure on **$498.8 million** variable-rate debt, mitigated by interest rate caps - The primary market risk is interest rate risk on its **$498.8 million** of variable-rate term loan debt[248](index=248&type=chunk) - The company uses interest rate cap agreements to mitigate risk; a **100 bps** increase in LIBOR would increase annual interest expense by an estimated **$2.4 million**[249](index=249&type=chunk) - The New Term Loan B has a LIBOR floor of **50 bps**, meaning the interest rate will only change if LIBOR fluctuates above that floor[249](index=249&type=chunk) [Controls and Procedures](index=48&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Disclosure controls were not effective as of September 30, 2021, due to material weaknesses, but remediation efforts are underway - Management concluded that disclosure controls and procedures were not effective as of September 30, 2021, due to ongoing material weaknesses in internal control over financial reporting[250](index=250&type=chunk) - Remediation efforts are underway, including implementing a new ERP system, improving control design, and augmenting staff[253](index=253&type=chunk) - Notwithstanding the material weaknesses, management concluded that the consolidated financial statements are fairly presented in all material respects[251](index=251&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=50&type=section&id=ITEM%201.%20Legal%20Proceedings) Ongoing legal proceedings are not expected to have a material adverse effect on the company's financial condition or results - The company states that ongoing legal proceedings are not expected to have a material adverse effect on its financial condition or results[257](index=257&type=chunk) [Risk Factors](index=50&type=section&id=ITEM%201A.%20Risk%20Factors) Refers readers to the detailed risk factors outlined in the Annual Report on Form 10-K filed on March 11, 2021 - The report directs readers to the Risk Factors section of the Annual Report on Form 10-K filed on March 11, 2021 for a detailed discussion of risks[258](index=258&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=50&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Unregistered Class A and B common stock were issued for acquisitions, and Class A shares were repurchased for tax withholding - The company issued unregistered shares of Class A and Class B common stock as partial consideration for multiple acquisitions, including RogersGray, FounderShield, and The Capital Group, between July and October 2021[259](index=259&type=chunk) - These securities were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act[260](index=260&type=chunk) - The company repurchased **18,017** shares of Class A common stock from employees to cover tax withholding obligations related to vested equity awards[264](index=264&type=chunk)[265](index=265&type=chunk) [Other Items (Defaults, Mine Safety, Other Info, Exhibits)](index=52&type=section&id=Other%20Items) The company reported no defaults on senior securities and no mine safety disclosures, with a list of exhibits provided - The company reported no defaults on senior securities[266](index=266&type=chunk) - Mine safety disclosures were not applicable[267](index=267&type=chunk)

PART I. FINANCIAL INFORMATION [Financial Statements (Unaudited)](index=5&type=section&id=ITEM%201.%20Financial%20Statements%20(Unaudited)) Unaudited Q2 2021 financial statements show significant revenue growth from acquisitions, but increased operating expenses resulted in a net loss, while total assets and liabilities grew substantially [Condensed Consolidated Balance Sheets](index=5&type=page&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2021, total assets increased to $1.74 billion and total liabilities rose to $944.0 million, primarily due to acquisitions, increased debt, and contingent earnout liabilities Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $224,479 | $108,462 | | Goodwill | $671,826 | $651,502 | | Intangible assets, net | $547,227 | $554,320 | | **Total Assets** | **$1,736,300** | **$1,529,914** | | **Liabilities & Equity** | | | | Long-term debt, less current portion | $477,985 | $381,382 | | Contingent earnout liabilities | $178,252 | $164,819 | | **Total Liabilities** | **$943,953** | **$759,946** | | **Total Stockholders' Equity** | **$792,174** | **$769,870** | [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=7&type=page&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) Q2 2021 revenues more than doubled to $119.7 million, but increased operating expenses led to a $20.1 million net loss, while the six-month period saw a net income of $10.5 million Statement of Comprehensive Income (Loss) Summary (in thousands) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | Commissions and fees | $119,706 | $51,268 | $272,534 | $105,427 | | Total operating expenses | $132,905 | $58,080 | $249,476 | $106,935 | | Operating income (loss) | ($13,199) | ($6,812) | $23,058 | ($1,508) | | Net income (loss) | ($20,104) | ($7,859) | $10,510 | ($3,152) | | Net income (loss) attributable to BRP Group, Inc. | ($9,756) | ($3,588) | $4,857 | ($2,120) | | Diluted earnings (loss) per share | ($0.22) | ($0.18) | $0.11 | ($0.11) | [Condensed Consolidated Statements of Cash Flows](index=10&type=page&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2021, operating activities provided $49.4 million in cash, investing activities used $27.6 million for acquisitions, and financing activities provided $112.2 million, resulting in a $134.0 million net cash increase Cash Flow Summary for the Six Months Ended June 30 (in thousands) | Cash Flow Activity | 2021 | 2020 | | :--- | :--- | :--- | | Net cash provided by operating activities | $49,419 | $43,644 | | Net cash used in investing activities | ($27,607) | ($227,426) | | Net cash provided by financing activities | $112,150 | $317,147 | | **Net increase in cash** | **$133,962** | **$133,365** | - Cash used for business combinations significantly decreased to **$24.3 million** in the first six months of 2021, compared to **$224.1 million** in the same period of 2020[28](index=28&type=chunk) - Financing activities in 2021 were driven by **$97.9 million** in proceeds from long-term debt and **$20.0 million** from the revolving line of credit[28](index=28&type=chunk) In contrast, 2020 financing included **$167.3 million** from the issuance of Class A common stock[28](index=28&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=12&type=page&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail accounting policies, business combinations, and debt structure, highlighting five acquisitions totaling $41.1 million, the Middle Market segment's revenue contribution, and the upsizing of credit facilities - The company completed **five business combinations** for an aggregate purchase price of **$41.1 million** during the six months ended June 30, 2021, adding **$22.6 million** in goodwill[46](index=46&type=chunk)[56](index=56&type=chunk) - On June 2, 2021, the company entered into an amended credit agreement for a new **$500 million** senior secured term loan facility maturing in 2027, using a portion of the proceeds to repay the existing term loan[80](index=80&type=chunk) - The Middle Market segment is the largest revenue generator, accounting for **$186.7 million** (**68% of total**) in the first six months of 2021, up from **$42.8 million** (**41% of total**) in the prior year period[123](index=123&type=chunk)[189](index=189&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes Q2 2021's 133% revenue growth to acquisitions and 32% organic growth, with significant operating expense increases and credit facility upsizing supporting an active acquisition strategy, leading to a 143% increase in Adjusted EBITDA - For Q2 2021, commissions and fees increased by **$68.4 million** YoY, driven by a **$51.9 million** contribution from new partnerships and **$16.5 million** from organic growth[151](index=151&type=chunk) Organic Revenue Growth | Period | Organic Revenue Growth ($M) | Organic Revenue Growth % | | :--- | :--- | :--- | | **Q2 2021** | $16.5 | 32% | | **Q2 2020** | $6.1 | 19% | | **YTD 2021** | $23.9 | 23% | | **YTD 2020** | $7.6 | 12% | Adjusted EBITDA Reconciliation (in thousands) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | | :--- | :--- | :--- | | Net income (loss) | ($20,104) | ($7,859) | | **Adjusted EBITDA** | **$20,391** | **$8,385** | | **Adjusted EBITDA Margin** | **17%** | **16%** | - The company completed **five partnerships** for an aggregate price of **$41.1 million** in the first six months of 2021[140](index=140&type=chunk) It also amended its credit agreement to increase its term loan to **$500 million** and its revolving facility to **$475 million** to fund its acquisition pipeline[141](index=141&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=43&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risk is interest rate exposure on variable-rate debt, mitigated by interest rate cap agreements covering $300 million, while cyclical insurance premium pricing also affects revenues - The company has **$500.0 million** of floating-rate debt outstanding under its New Term Loan B as of June 30, 2021[240](index=240&type=chunk) - In March 2021, the company entered into three interest rate cap agreements with a notional amount of **$300.0 million** each to mitigate interest rate risk, limiting the rate exposure on that portion of debt to a maximum of **4.75%**[241](index=241&type=chunk) - A **100 basis point increase** in LIBOR would result in a **$2.0 million** increase in annual interest expense, considering the interest rate caps[241](index=241&type=chunk) [Controls and Procedures](index=44&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of June 30, 2021, due to material weaknesses, with remediation efforts underway, though financial statements are believed to be fairly presented - The Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were **not effective** as of June 30, 2021, due to material weaknesses in internal control over financial reporting[242](index=242&type=chunk) - Remediation actions are in progress, including improving control design over business combinations and revenue, implementing a new ERP system, and enhancing staff and training[244](index=244&type=chunk) - Management asserts that notwithstanding the material weaknesses, the consolidated financial statements in the report are fairly presented in conformity with GAAP[243](index=243&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=46&type=section&id=ITEM%201.%20Legal%20Proceedings) The company is involved in various ordinary course legal actions, which management does not expect to materially adversely affect its financial position or operations - The company states that ongoing legal proceedings are not expected to have a material adverse effect on its financial condition[249](index=249&type=chunk) [Risk Factors](index=46&type=page&id=ITEM%201A.%20Risk%20Factors) This section refers to risk factors previously disclosed in the Annual Report on Form 10-K filed March 11, 2021, with no new factors detailed in this report - The report directs readers to the risk factors outlined in the Annual Report on Form 10-K filed on March 11, 2021[250](index=250&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=46&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company issued unregistered Class A and B common stock for acquisitions, exempt from registration, and repurchased shares from employees for tax withholding on vested grants - The company issued unregistered securities (Class A and Class B common stock) as partial consideration for multiple acquisitions, including those of Only Medicare Solutions, Mid-Continent, RogersGray, and FounderShield[251](index=251&type=chunk) - The issuance of these securities was exempt from registration under Section 4(a)(2) of the Securities Act as transactions not involving a public offering[252](index=252&type=chunk) - During the three months ended June 30, 2021, the company repurchased **35,296 shares** from employees to cover required tax withholding on vested restricted stock[256](index=256&type=chunk) [Defaults Upon Senior Securities](index=47&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None[257](index=257&type=chunk) [Exhibits](index=48&type=section&id=ITEM%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including amendments to the credit agreement and certifications by the CEO and CFO

_____________________________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________ FORM 10-Q ______________________________ (Mark One) ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from __ ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☒ Emerging growth company ☒ (Mark One) ☒ Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2020 or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ________ to _________ Commission File N ...

_____________________________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________ BRP GROUP, INC. (Exact name of registrant as specified in its charter) ______________________________ Non-accelerated filer ☒ Smaller reporting company ☒ FORM 10-Q ______________________________ (Mark One) ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly p ...