ryan-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________

FORM 10-Q

____________

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

For the transition period from _________to

Commission File Number: 001-40645

____________

RYAN SPECIALTY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

____________


	Delaware		86-2526344
	(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

	155 N. Wacker Drive, Suite 4000
	Chicago, IL		60606
	(Address of principal executive offices)		(Zip Code)

(312) 784-6001

(Registrant’s telephone number, including area code)

____________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered

Class A Common Stock, $0.001 par value per share	RYAN	The New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934

during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing

requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of

Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such

files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an

emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth

company” in Rule 12b-2 of the Exchange Act.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities

Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements, other than statements of

historical fact included in this Quarterly Report on Form 10-Q, are forward-looking statements. Forward-looking

statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future

performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to

historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,”

“plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in

connection with any discussion of the timing or nature of future operating or financial performance or other events. For

example, all statements we make relating to our estimated costs, expenditures, cash flows, growth rates and financial

results, any future dividends, our plans, and objectives for future operations, growth or initiatives, strategies or the expected

outcome or impact of pending or threatened litigation, are forward-looking statements. All forward-looking statements are

subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

•our failure to successfully recruit and retain our senior management team, revenue producers or other key

employees and to successfully plan and prepare for the succession of our senior management team;

•the potential loss of our relationships with insurance carriers or our clients, failure to maintain good

relationships with insurance carriers or clients, becoming dependent upon a limited number of insurance

carriers or clients or the failure to develop new insurance carrier and client relationships;

•errors in, or ineffectiveness of, our underwriting models and the risks presented to our reputation and

relationships with insurance carriers, retail brokers and agents;

•failure to maintain, protect, and enhance our brand or prevent damage to our reputation;

•the unsatisfactory evaluation of potential acquisitions or the failure to successfully integrate acquired

businesses and/or introduce new products, lines of business, and/or markets;

•our inability to successfully recover upon experiencing a disaster or other interruption in business continuity;

•the impact of third parties that perform key functions of our business operations acting in ways that harm our

business;

•the cyclicality of, and the economic conditions in, the markets in which we operate and conditions that result

in reduced insurer capacity or a migration of business away from the E&S market and into the Admitted

market;

•a reduction in insurer capacity to adequately and appropriately underwrite risk and provide coverage;

•our international operations expose us to various international risks, including required compliance with

evolving legal and regulatory obligations, that are different, and at times more burdensome, than those set

forth in the United States;

•changes in interest rates and deterioration of credit quality could reduce the value of our cash balances or

interest income;

•failure to maintain the valuable aspects of our Company’s culture;

•significant competitive pressures in each of our businesses;

•decreases in premiums or commission rates set by insurers, or actions by insurers seeking repayment of

commissions;

•decrease in the amount of supplemental or contingent commissions we receive;

•our inability to collect our receivables;

•disintermediation within the insurance industry and shifts away from traditional insurance markets;

•changes in the mode of compensation in the insurance industry;

•impairment of goodwill and intangibles;

•the impact on our operations and financial condition from the effects of a pandemic or the outbreak of a

contagious disease and resulting governmental and societal responses;

•the inability to maintain strong growth and generate sufficient revenue to maintain profitability;

•the loss of clients or business as a result of consolidation within the retail insurance brokerage industry;

•the impact if our MGA or MGU programs are terminated or changed;

•significant investment in our growth strategy and whether expectation of internal efficiencies are realized;

•the unavailability or inaccuracy of our clients’ and third parties’ data for pricing and underwriting insurance

policies;

•the competitiveness and cyclicality of the reinsurance industry;

•the occurrence of natural or man-made disasters;

•the challenges with properly assessing, adapting to, and managing the adoption and use of artificial

intelligence and other evolving technologies;

•the economic and political conditions of the countries and regions in which we operate;

•the failure, or take-over by the FDIC, of one of the financial institutions that we use;

•our inability to respond quickly to operational or financial problems or promote the desired level of

cooperation and interaction among our offices;

•our international operations expose us to various international risks, including exchange rate fluctuations;

•changing expectations over corporate responsibility and stakeholder interests;

•the impact of breaches in security that cause significant system or network disruption or business interruption;

•the impact of improper disclosure of confidential, personal or proprietary data, misuse of information by

employees or counterparties or as a result of cyber incidents and cyberattacks;

•our inability to gain internal efficiencies through the application of technology or effectively apply

technology in driving value for our clients or the failure of technology and automated systems to function or

perform as expected;

•the impact of infringement, misappropriation or dilution of our intellectual property;

•the impact of the failure to protect our intellectual property rights, or allegations that we have infringed on the

intellectual property rights of others;

•the impact of evolving governmental regulations, legal proceedings, and governmental inquiries related to our

business;

•being subject to E&O claims as well as other contingencies and legal proceedings;

•our handling of client funds and surplus lines taxes that exposes us to complex fiduciary regulations;

•changes in tax laws or regulations;

•decreased commission revenues due to proposed tort reform legislation;

•the impact of regulations affecting insurance carriers;

•our outstanding debt potentially adversely affecting our financial flexibility and subjecting us to contractual

restrictions and limitations that could significantly affect our ability to operate and manage our business;

•not being able to generate sufficient cash flow to service all of our indebtedness and being forced to take other

actions to satisfy our obligations under such indebtedness;

•being affected by further changes in the U.S. based credit markets;

•changes in our credit ratings;

•risks related to the payments required by our Tax Receivable Agreement;

•risks relating to our organizational structure that could result in conflicts of interests between the LLC

Unitholders, the Ryan Parties, and the holders of our Class A common stock; and

•other factors disclosed in the section entitled “Risk Factors” in our Annual Report on Form 10-K and our

Quarterly Reports on Form 10-Q.

iii

We derive many of our forward-looking statements from our operating budgets and forecasts that are based on many

detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict

the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results.

Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are

disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition

and Results of Operations” in this Quarterly Report on Form 10-Q and under the Section entitled “Risk Factors” in the

Company’s Annual Report on Form 10-K for the year ended December 31, 2024. All written and oral forward-looking

statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary

statements as well as other cautionary statements that are made from time to time in our filings with the SEC and other

public communications. You should evaluate all forward-looking statements made in this Quarterly Report on Form 10-Q

in the context of these risks and uncertainties.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject.

These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and

while we believe such information forms a reasonable basis for such statements, such information may be limited or

incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review

of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not

to unduly rely upon these statements.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In

addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if

substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The

forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date hereof. We

undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or

otherwise, except as otherwise required by law.

Commonly Used Defined Terms

As used in this Quarterly Report on Form 10-Q, unless the context indicates or otherwise requires, the following terms

have the following meanings:

•“we,” “us,” “our,” the “Company,” “Ryan Specialty,” and similar references refer: (i) Following the

consummation of the Organizational Transactions, including our IPO, to Ryan Specialty Holdings, Inc. and,

unless otherwise stated, all of its subsidiaries, including the LLC, and (ii) prior to the completion of the

Organizational Transactions, including our IPO, to the LLC and, unless otherwise stated, all of its

subsidiaries.

•“2030 Senior Secured Notes”: The 4.375% senior secured notes due 2030 issued under an Indenture dated

February 3, 2022.

•“2032 Senior Secured Notes”: The 5.875% senior secured notes due 2032 issued under an Indenture dated

September 19, 2024, as supplemented on December 9, 2024.

•“Adjusted Term SOFR”: Prior to January 19, 2024, the interest rate per annum based on the Secured

Overnight Financing Rate (“SOFR”) plus a credit spread adjustment of 10 basis points, 15 basis points, or 25

basis points for the one-month, three-month, or six-month borrowing periods, respectively, subject to a 75

basis point floor. After January 19, 2024, the interest rate per annum based on SOFR, without any credit

spread adjustment, subject to a 75 basis point floor. After September 13, 2024, the interest rate per annum

based on SOFR, without any credit spread adjustment, subject to a 0 basis point floor.

•“Admitted”: The insurance market comprising insurance carriers licensed to write business on an “admitted”

basis by the insurance commissioner of the state in which the risk is located. Insurance rates and forms in this

market are highly regulated by each state and coverages are largely uniform.

•“Binding Authority”: Our Binding Authority receives submissions for insurance directly from retail brokers,

evaluates price and makes underwriting decisions regarding these submissions based on narrowly prescribed

guidelines provided by carriers, and binds and issues policies on behalf of insurance carriers who retain the

insurance underwriting risk.

•“Board” or “Board of Directors”: The board of directors of Ryan Specialty.

•“Class C Incentive Units”: Class C common incentive units, initially of the LLC on and prior to September

30, 2021, and then subsequently of New LLC, that are subject to vesting and will be exchangeable into LLC

Common Units.

•“Credit Agreement”: The credit agreement, as amended, dated September 1, 2020, among Ryan Specialty,

LLC and JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto.

•“Credit Facility”: The Term Loan and the Revolving Credit Facility.

•“E&O”: Errors and omissions.

•“E&S”: Excess and surplus lines. In this insurance market, carriers are licensed on a “non-admitted” basis.

The excess and surplus lines market often offers carriers more flexibility in terms, conditions, and rates than

does the Admitted market.

•“Exchange Act”: Securities Exchange Act of 1934, as amended.

•“IPO”: Initial public offering.

•“LLC”: Ryan Specialty, LLC, together with its parent New LLC and their subsidiaries.

•“LLC Common Units”: Non-voting common interest units initially of the LLC on and prior to September 30,

2021, and then subsequently of New LLC or LLC, as the context requires.

•“LLC Operating Agreement”: The Eighth Amended and Restated Limited Liability Company Agreement of

the LLC, as amended.

•“LLC Units”: Class A common units and Class B common units of the LLC prior to the Organizational

Transactions.

•“LLC Unitholders”: Holders of the LLC Units or the LLC Common Units, as the context requires.

•“MGA”: Managing general agent.

•“MGU”: Managing general underwriter.

•“New LLC”: New Ryan Specialty, LLC is a Delaware limited liability company and a direct subsidiary of

Ryan Specialty Holdings, Inc.

•“New LLC Operating Agreement”: The Third Amended and Restated Limited Liability Company Agreement

of New LLC, as amended.

•“Organizational Transactions”: The series of organizational transactions completed by the Company in

connection with the IPO, as described in Note 1 to the consolidated audited financial statements contained in

the Form 10-K filed with the SEC on March 16, 2022.

•“Revolving Credit Facility”: Prior to July 30, 2024, the $600 million revolving credit facility under the Credit

Agreement. After July 30, 2024, the $1,400 million revolving credit facility under the Credit Agreement.

•“Ryan Parties”: Patrick G. Ryan and certain members of his family and various entities and trusts over which

Patrick G. Ryan and his family exercise control.

•“SEC”: The Securities and Exchange Commission.

•“Senior Secured Notes”: The 2030 Senior Secured Notes and the 2032 Senior Secured Notes.

•“Specialty”: One of the three Ryan Specialty primary distribution channels, which includes Wholesale

Brokerage, Binding Authority, and Underwriting Management.

•“Stock Option”: A non-qualified stock option award that gives the grantee the option to buy a specified

number of shares of Class A common stock at the grant date price.

•“Tax Receivable Agreement” or “TRA”: The tax receivable agreement entered into in connection with the

IPO.

•“Term Loan”: Prior to September 13, 2024, the senior secured Term Loan B for $1,650 million in aggregate

principal amount senior secured Term Loan B under the Credit Agreement. After September 13, 2024, the

$1,700 million in aggregate principal amount senior secured Term Loan B under the Credit Agreement.

•“U.S. GAAP”: Accounting principles generally accepted in the United States of America.

•“Underwriting Management”: Our Underwriting Management Specialty administers a number of MGUs,

MGAs, and programs that offer commercial and personal insurance for specific product lines or industry

classes. Underwriters act with delegated underwriting authority based on varying degrees of prescribed

guidelines as provided by carriers, quoting, binding and issuing policies on behalf of Ryan Specialty’s carrier

trading partners which retain the insurance underwriting risk.

•“Wholesale Brokerage”: Our Wholesale Brokerage Specialty distributes a wide range and diversified mix of

specialty property, casualty, professional lines, personal lines and workers’ compensation insurance products,

as a broker between the carriers and retail brokerage firms.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Ryan Specialty Holdings, Inc.

Consolidated Statements of Income (Unaudited)

(In thousands, except share and per share data)


	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
REVENUE
Net commissions and fees	$739,552	$588,129	$2,256,537	$1,806,264
Fiduciary investment income	15,025	16,565	43,376	45,917
Total revenue	$754,577	$604,694	$2,299,913	$1,852,181
EXPENSES
Compensation and benefits	440,434	393,249	1,355,995	1,180,825
General and administrative	117,589	88,684	330,698	247,518
Amortization	70,188	39,182	204,841	97,711
Depreciation	3,607	2,467	9,134	6,820
Change in contingent consideration	11,968	(365)	(2,833)	813
Total operating expenses	$643,786	$523,217	$1,897,835	$1,533,687
OPERATING INCOME	$110,791	$81,477	$402,078	$318,494
Interest expense, net	56,344	49,388	169,186	109,916
Income from equity method investments	(4,957)	(4,182)	(15,050)	(13,510)
Other non-operating loss (income)	(402)	16,590	(636)	18,575
INCOME BEFORE INCOME TAXES	$59,806	$19,681	$248,578	$203,513
Income tax expense (benefit)	(2,797)	(8,962)	65,659	16,155
NET INCOME	$62,603	$28,643	$182,919	$187,358
Net income attributable to non-controlling interests, net of tax	31,518	11,054	127,500	106,447
NET INCOME ATTRIBUTABLE TO RYAN SPECIALTY HOLDINGS, INC.	$31,085	$17,589	$55,419	$80,911
NET INCOME PER SHARE OF CLASS A COMMON STOCK:
Basic	$0.24	$0.15	$0.44	$0.67
Diluted	$0.20	$0.09	$0.41	$0.59
WEIGHTED-AVERAGE SHARES OF CLASS A COMMON STOCK OUTSTANDING:
Basic	127,940,211	121,915,952	126,623,069	119,383,234
Diluted	273,461,634	272,686,269	138,089,880	271,283,392

See accompanying Notes to the Consolidated Financial Statements (Unaudited)

Ryan Specialty Holdings, Inc.

Consolidated Balance Sheets (Unaudited)

(In thousands, except share and per share data)


	September 30, 2025	December 31, 2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$153,485	$540,203
Commissions and fees receivable – net	439,796	389,758
Fiduciary cash and receivables	3,747,095	3,739,727
Prepaid incentives – net	10,112	9,219
Other current assets	96,353	109,951
Total current assets	$4,446,841	$4,788,858
NON-CURRENT ASSETS
Goodwill	3,129,889	2,646,676
Customer relationships	1,508,880	1,392,048
Other intangible assets	110,978	83,674
Prepaid incentives – net	16,809	17,442
Equity method investments	101,845	70,877
Property and equipment – net	69,790	50,209
Lease right-of-use assets	134,513	133,256
Deferred tax assets	318,076	448,289
Other non-current assets	14,237	18,589
Total non-current assets	$5,405,017	$4,861,060
TOTAL ASSETS	$9,851,858	$9,649,918
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$257,493	$249,200
Accrued compensation	360,614	486,322
Operating lease liabilities	24,565	22,107
Tax Receivable Agreement liabilities	25,320	—
Short-term debt and current portion of long-term debt	41,814	51,732
Fiduciary liabilities	3,747,095	3,739,727
Total current liabilities	$4,456,901	$4,549,088
NON-CURRENT LIABILITIES
Accrued compensation	75,881	49,362
Operating lease liabilities	159,263	159,231
Long-term debt	3,349,380	3,231,128
Tax Receivable Agreement liabilities	447,904	436,296
Deferred tax liabilities	37,718	39,922
Other non-current liabilities	92,940	86,606
Total non-current liabilities	$4,163,086	$4,002,545
TOTAL LIABILITIES	$8,619,987	$8,551,633
STOCKHOLDERS’ EQUITY
Class A common stock ($0.001 par value; 1,000,000,000 shares authorized, 128,703,235 and 125,411,089 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively)	129	125
Class B common stock ($0.001 par value; 1,000,000,000 shares authorized, 135,082,847 and 136,456,313 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively)	135	136
Class X common stock ($0.001 par value; 0 shares authorized, issued, and outstanding at September 30, 2025; 10,000,000 shares authorized, 640,784 shares issued and 0 shares outstanding at December 31, 2024)	—	—
Preferred stock ($0.001 par value; 500,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2025 and December 31, 2024)	—	—
Additional paid-in capital	490,284	506,258
Retained earnings	128,849	122,939
Accumulated other comprehensive income (loss)	11,076	(1,796)
Total stockholders’ equity attributable to Ryan Specialty Holdings, Inc.	$630,473	$627,662
Non-controlling interests	601,398	470,623
Total stockholders’ equity	$1,231,871	$1,098,285
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$9,851,858	$9,649,918

See accompanying Notes to the Consolidated Financial Statements (Unaudited)

Ryan Specialty Holdings, Inc.

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)


	Nine Months Ended September 30,
	2025	2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$182,919	$187,358
Adjustments to reconcile net income to cash flows provided by operating activities:
Income from equity method investments	(15,050)	(13,510)
Amortization	204,841	97,711
Depreciation	9,134	6,820
Prepaid and deferred compensation expense	33,613	25,220
Non-cash equity-based compensation	50,988	61,664
Amortization of deferred debt issuance costs	7,157	21,838
Amortization of interest rate cap premium	5,216	5,216
Deferred income tax expense (benefit)	11,472	(1,959)
Deferred income tax expense from common control reorganization	47,978	—
Loss on Tax Receivable Agreement	783	646
Changes in operating assets and liabilities, net of acquisitions:
Commissions and fees receivable – net	(6,392)	21,514
Accrued interest liability	(12,489)	2,260
Other current and non-current assets	19,520	(12,826)
Other current and non-current accrued liabilities	(159,269)	(146,724)
Total cash flows provided by operating activities	$380,421	$255,228
CASH FLOWS FROM INVESTING ACTIVITIES
Business combinations – net of cash acquired and cash held in a fiduciary capacity	(636,925)	(1,256,732)
Capital expenditures	(50,678)	(29,705)
Equity method investment in VSIC	(16,561)	—
Asset acquisitions	(3,014)	—
Total cash flows used in investing activities	$(707,178)	$(1,286,437)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Senior Secured Notes	—	595,200
Borrowings on Revolving Credit Facility	1,114,872	850,000
Repayments on Revolving Credit Facility	(990,857)	(850,000)
Debt issuance costs paid	(2,889)	(16,771)
Proceeds from term debt	—	107,625
Repayment of term debt	(12,750)	(8,250)
Receipt of contingently returnable consideration	1,927	—
Payment of contingent consideration	(29,252)	—
Tax distributions to non-controlling LLC Unitholders	(45,695)	(65,833)
Receipt of taxes related to net share settlement of equity awards	35,174	26,502
Taxes paid related to net share settlement of equity awards	(36,051)	(18,516)
Class A common stock dividends and Dividend Equivalents paid	(46,825)	(66,507)
Distributions and Declared Distributions paid to non-controlling LLC Unitholders	(20,428)	(16,754)
Payment of accrued return on Ryan Re preferred units	(249)	(2,047)
Net change in fiduciary liabilities	38,341	90,700
Total cash flows provided by financing activities	$5,318	$625,349
Effect of changes in foreign exchange rates on cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity	14,507	5,641
NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY	$(306,932)	$(400,219)
CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY—Beginning balance	1,680,805	1,756,332
CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY—Ending balance	$1,373,873	$1,356,113
Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity
Cash and cash equivalents	$153,485	$235,199
Cash and cash equivalents held in a fiduciary capacity	1,220,388	1,120,914
Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity	$1,373,873	$1,356,113

See accompanying Notes to the Consolidated Financial Statements (Unaudited)

Ryan Specialty Holdings, Inc.

Consolidated Statements of Stockholders’ Equity (Unaudited)

(In thousands, except share data)


	Class A Common Stock		Class B Common Stock		Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Non- controlling Interests	Total Stockholders’ Equity
	Shares	Amount	Shares	Amount	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Non- controlling Interests	Total Stockholders’ Equity
Balance at December 31, 2024	125,411,089	$125	136,456,313	$136	$506,258	$122,939	$(1,796)	$470,623	$1,098,285
Net income (loss)	—	—	—	—	—	(27,642)	—	23,253	(4,389)
Issuance of common stock	81,137	—	—	—	—	—	—	—	—
Exchange of LLC equity for common stock	540,663	1	(498,664)	—	803	—	—	(804)	—
Class A common stock dividends and Dividend Equivalents	—	—	—	—	—	(15,959)	—	—	(15,959)
Distributions and Declared Distributions to non-controlling LLC Unitholders	—	—	—	—	—	—	—	(6,925)	(6,925)
Tax Receivable Agreement liability and deferred taxes arising from LLC interest ownership changes	—	—	—	—	(68,593)	—	—	29,746	(38,847)
Distributions declared for non-controlling interest holders’ tax	—	—	—	—	—	—	—	(8,443)	(8,443)
Change in share of equity method investment’s other comprehensive loss	—	—	—	—	—	—	(1,315)	(1,594)	(2,909)
Loss on interest rate cap, net	—	—	—	—	—	—	(898)	(1,107)	(2,005)
Foreign currency translation adjustments	—	—	—	—	—	—	8,481	10,151	18,632
Equity-based compensation	—	—	—	—	19,978	—	—	(105)	19,873
Balance at March 31, 2025	126,032,889	$126	135,957,649	$136	$458,446	$79,338	$4,472	$514,795	$1,057,313
Net income	—	—	—	—	—	51,976	—	72,729	124,705
Issuance of common stock	432,507	—	1,437	—	—	—	—	—	—
Forfeiture of common stock	(1,233)	—	—	—	—	—	—	—	—
Exchange of LLC equity for common stock	643,992	1	(550,817)	(1)	1,112	—	—	(1,112)	—
Equity awards withheld for settlement of employee tax obligations	—	—	—	—	(214)	—	—	(450)	(664)
Class A common stock dividends and Dividend Equivalents	—	—	—	—	—	(15,962)	—	—	(15,962)
Distributions and Declared Distributions to non-controlling LLC Unitholders	—	—	—	—	—	—	—	(6,907)	(6,907)
Tax Receivable Agreement liability and deferred taxes arising from LLC interest ownership changes	—	—	—	—	1,297	—	—	—	1,297
Distributions declared for non-controlling interest holders’ tax	—	—	—	—	—	—	—	(25,905)	(25,905)
Change in share of equity method investments’ other comprehensive income	—	—	—	—	—	—	776	799	1,575
Loss on interest rate cap, net	—	—	—	—	—	—	(329)	(682)	(1,011)
Foreign currency translation adjustments	—	—	—	—	—	—	10,436	17,347	27,783
Equity-based compensation	—	—	—	—	18,476	—	—	1,449	19,925
Balance at June 30, 2025	127,108,155	$127	135,408,269	$135	$479,117	$115,352	$15,355	$572,063	$1,182,149


	Class A Common Stock		Class B Common Stock		Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Non- controlling Interests	Total Stockholders’ Equity
	Shares	Amount	Shares	Amount	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Non- controlling Interests	Total Stockholders’ Equity
Balance at June 30, 2025	127,108,155	$127	135,408,269	$135	$479,117	$115,352	$15,355	$572,063	$1,182,149
Net income	—	—	—	—	—	31,085	—	31,518	62,603
Issuance of common stock	942,471	1	318,474	1	9,576	—	—	10,829	20,407
Forfeiture and retirement of common stock	(31,803)	—	—	—	1,331	(1,463)	—	—	(132)
Exchange of LLC equity for common stock	684,412	1	(643,896)	(1)	1,316	—	—	(1,316)	—
Equity awards withheld for settlement of employee tax obligations	—	—	—	—	—	—	—	(151)	(151)
Class A common stock dividends and Dividend Equivalents	—	—	—	—	—	(16,125)	—	—	(16,125)
Distributions and Declared Distributions to non-controlling LLC Unitholders	—	—	—	—	—	—	—	(6,893)	(6,893)
Tax Receivable Agreement liability and deferred taxes arising from LLC interest ownership changes	—	—	—	—	(1,676)	—	—	—	(1,676)
Distributions declared for non-controlling interest holders’ tax	—	—	—	—	—	—	—	(9,070)	(9,070)
Change in share of equity method investments’ other comprehensive income	—	—	—	—	—	—	239	341	580
Loss on interest rate cap, net	—	—	—	—	—	—	(782)	(1,113)	(1,895)
Foreign currency translation adjustments	—	—	—	—	—	—	(3,736)	(5,380)	(9,116)
Equity-based compensation	—	—	—	—	620	—	—	10,570	11,190
Balance at September 30, 2025	128,703,235	$129	135,082,847	$135	$490,284	$128,849	$11,076	$601,398	$1,231,871	$—

See accompanying Notes to the Consolidated Financial Statements (Unaudited)

Ryan Specialty Holdings, Inc.

Consolidated Statements of Stockholders’ Equity (Unaudited)

(In thousands, except share data)


	Class A Common Stock		Class B Common Stock		Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income	Non- controlling Interests	Total Stockholders’ Equity
	Shares	Amount	Shares	Amount	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income	Non- controlling Interests	Total Stockholders’ Equity
Balance at December 31, 2023	118,593,062	$119	141,621,188	$142	$441,997	$114,420	$3,076	$419,890	$979,644
Net income	—	—	—	—	—	16,535	—	24,142	40,677
Issuance of common stock	9,449	—	—	—	—	—	—	—	—
Exchange of LLC equity for common stock	134,959	—	(134,959)	—	240	—	—	(240)	—
Class A common stock dividends and Dividend Equivalents	—	—	—	—	—	(42,418)	—	—	(42,418)
Distributions and Declared Distributions to non-controlling LLC Unitholders	—	—	—	—	—	—	—	(5,766)	(5,766)
Tax Receivable Agreement liability and deferred taxes arising from LLC interest ownership changes	—	—	—	—	(78)	—	—	—	(78)
Distributions declared for non-controlling interest holders’ tax	—	—	—	—	—	—	—	(22,177)	(22,177)
Change in share of equity method investment’s other comprehensive income	—	—	—	—	—	—	1,510	2,270	3,780
Gain on interest rate cap, net	—	—	—	—	—	—	1,918	2,887	4,805
Foreign currency translation adjustments	—	—	—	—	—	—	(408)	(616)	(1,024)
Equity-based compensation	—	—	—	—	17,297	—	—	13	17,310
Balance at March 31, 2024	118,737,470	$119	141,486,229	$142	$459,456	$88,537	$6,096	$420,403	$974,753
Net income	—	—	—	—	—	46,787	—	71,251	118,038
Issuance of common stock	270,510	—	8,992	—	989	—	—	1,179	2,168
Exchange of LLC equity for common stock	331,150	—	(331,150)	—	598	—	—	(598)	—
Equity awards withheld for settlement of employee tax obligations	—	—	—	—	—	—	—	(284)	(284)
Class A common stock dividends and Dividend Equivalents	—	—	—	—	—	(13,764)	—	—	(13,764)
Distributions and Declared Distributions to non-controlling LLC Unitholders	—	—	—	—	—	—	—	(5,758)	(5,758)
Tax Receivable Agreement liability and deferred taxes arising from LLC interest ownership changes	—	—	—	—	709	—	—	(201)	508
Distributions declared for non-controlling interest holders’ tax	—	—	—	—	—	—	—	(22,829)	(22,829)
Change in share of equity method investment’s other comprehensive income	—	—	—	—	—	—	(376)	(564)	(940)
Loss on interest rate cap, net	—	—	—	—	—	—	(744)	(1,116)	(1,860)
Foreign currency translation adjustments	—	—	—	—	—	—	927	1,382	2,309
Equity-based compensation	—	—	—	—	16,378	—	—	4,517	20,895
Balance at June 30, 2024	119,339,130	$119	141,164,071	$142	$478,130	$121,560	$5,903	$467,382	$1,073,236


	Class A Common Stock		Class B Common Stock		Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income	Non- controlling Interests	Total Stockholders’ Equity
	Shares	Amount	Shares	Amount	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income	Non- controlling Interests	Total Stockholders’ Equity
Balance at June 30, 2024	119,339,130	$119	141,164,071	$142	$478,130	$121,560	$5,903	$467,382	$1,073,236
Net income	—	—	—	—	—	17,589	—	11,054	28,643
Issuance of common stock	1,123,824	1	32,262	—	3,307	—	—	3,670	6,978
Forfeiture of common stock	(1,883)	—	—	—	—	—	—	—	—
Exchange of LLC equity for common stock	4,635,453	5	(4,471,561)	(5)	8,005	—	—	(8,005)	—
Class A common stock dividends and Dividend Equivalents	—	—	—	—	—	(14,176)	—	—	(14,176)
Distributions and Declared Distributions to non-controlling LLC Unitholders	—	—	—	—	—	—	—	(5,622)	(5,622)
Tax Receivable Agreement liability and deferred taxes arising from LLC interest ownership changes	—	—	—	—	8,131	—	—	—	8,131
Distributions declared for non-controlling interest holders’ tax	—	—	—	—	—	—	—	(21,952)	(21,952)
Change in share of equity method investment’s other comprehensive income	—	—	—	—	—	—	(149)	(204)	(353)
Loss on interest rate cap, net	—	—	—	—	—	—	(5,332)	(7,397)	(12,729)
Foreign currency translation adjustments	—	—	—	—	—	—	6,658	9,259	15,917
Equity-based compensation	—	—	—	—	2,945	—	—	20,514	23,459
Balance at September 30, 2024	125,096,524	$125	136,724,772	$137	$500,518	$124,973	$7,080	$468,699	$1,101,532

See accompanying Notes to the Consolidated Financial Statements (Unaudited)

Ryan Specialty Holdings, Inc.

Notes to the Consolidated Financial Statements (Unaudited)

(Tabular amounts presented in thousands, except share and per share data)

1. Basis of Presentation

Nature of Operations

Ryan Specialty Holdings, Inc. (the “Company”) is a service provider of specialty products and solutions for insurance

brokers, agents, and carriers. These services encompass distribution, underwriting, product development, administration,

and risk management by acting as a wholesale broker and a managing underwriter or a program administrator with

delegated authority from insurance carriers. The Company’s offerings cover a wide variety of sectors including

commercial, industrial, institutional, governmental, and personal through one operating segment, Ryan Specialty. With the

exception of the Company’s equity method investments, the Company does not take on any underwriting risk.

The Company is headquartered in Chicago, Illinois, and has operations in the United States, the United Kingdom, Europe,

Canada, India, and Singapore. The Company’s Class A common stock is traded on the New York Stock Exchange under

the ticker symbol “RYAN”.

Organization

Ryan Specialty Holdings, Inc. was formed as a Delaware corporation on March 5, 2021, for the purpose of completing an

IPO and to carry on the business of the LLC. New Ryan Specialty, LLC, or New LLC, was formed as a Delaware limited

liability company on April 20, 2021, for the purpose of becoming, subsequent to our IPO, an intermediate holding

company between Ryan Specialty Holdings, Inc. and the LLC. The Company is the sole managing member of New LLC.

New LLC is a holding company with its sole material asset being a controlling equity interest in the LLC. The Company

operates and controls the business and affairs of the LLC through New LLC and, through the LLC, conducts its business.

Accordingly, the Company consolidates the financial results of New LLC, and therefore the LLC, and reports the non-

controlling interests of New LLC’s Common Units on its consolidated financial statements. As the LLC is substantively

the same as New LLC, for the purpose of this document, we will refer to both New LLC and the LLC as the “LLC”. As of

September 30, 2025, the Company owned 48.8% of the outstanding LLC Common Units.

Basis of Presentation

The accompanying unaudited consolidated interim financial statements and notes thereto have been prepared in accordance

with U.S. GAAP. Certain information and disclosures normally included in the financial statements prepared in accordance

with U.S. GAAP have been omitted pursuant to the rules and regulations of the SEC for interim financial information.

These consolidated interim financial statements should be read in conjunction with the audited consolidated financial

statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on February 21,

2025. Interim results are not necessarily indicative of results for the full fiscal year due to seasonality and other factors.

In the opinion of management, the unaudited consolidated interim financial statements include all normal recurring

adjustments necessary to present fairly the Company’s consolidated financial position, results of operations, and cash flows

for all periods presented.

Principles of Consolidation

The unaudited consolidated interim financial statements include the accounts of the Company and its subsidiaries that it

controls due to ownership of a majority voting interest or pursuant to variable interest entity (“VIE”) accounting. All

intercompany transactions and balances have been eliminated in consolidation.

The Company, through its intermediate holding company New LLC, owns a minority economic interest in, and operates

and controls the businesses and affairs of, the LLC. The LLC is a VIE of the Company and the Company is the primary

beneficiary of the LLC as the Company has both the power to direct the activities that most significantly impact the LLC’s

economic performance and has the obligation to absorb losses of, and receive benefits from, the LLC, which could be

significant to the Company. Accordingly, the Company has prepared these consolidated financial statements in accordance

with Accounting Standards Codification 810, Consolidation (“ASC 810”). ASC 810 requires that if an entity is the primary

beneficiary of a VIE, the assets, liabilities, and results of operations of the VIE should be included in the consolidated

financial statements of such entity. The Company’s relationship with the LLC results in no recourse to the general credit of

the Company and the Company has no contractual requirement to provide financial support to the LLC. The Company

shares in the income and losses of the LLC in direct proportion to the Company’s ownership percentage.

Use of Estimates

The preparation of the unaudited consolidated interim financial statements and notes thereto requires management to make

estimates, judgments, and assumptions that affect the amounts reported in the unaudited consolidated interim financial

statements and in the notes thereto. Such estimates and assumptions could change in the future as circumstances change or

more information becomes available, which could affect the amounts reported and disclosed herein.

Significant Accounting Policies

There have been no material changes in the Company’s significant accounting policies from those that were disclosed for

the year ended December 31, 2024, in the Company’s Annual Report on Form 10-K filed with the SEC on February 21,

2025.

Recently Issued Accounting Pronouncements

New Accounting Pronouncement Recently Adopted

In July 2025, the FASB issued ASU 2025-05 Financial Instruments — Credit Losses (Topic 326) — Measurement of

Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient permitting entities to

assume that current conditions as of the balance sheet date do not change for the remaining life of current accounts

receivables and contract assets when estimating expected credit losses. This ASU is effective for annual reporting periods

beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early

adoption permitted. The Company adopted this standard prospectively as of September 30, 2025, with no material impact

to the consolidated financial statements or disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740) — Improvements to Income Tax Disclosures,

which includes amendments that further enhance income tax disclosures, primarily through standardization and

disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. This ASU is effective for annual

periods beginning after December 15, 2024, with early adoption permitted. The amendments in this ASU should be applied

on a prospective basis, however, retrospective application is permitted. The Company is currently evaluating the impact of

adopting this ASU on its income tax disclosures.

In November 2024, the FASB issued ASU 2024-03 Income Statement — Reporting Comprehensive Income — Expense

Disaggregation Disclosures (Subtopic 220-40) — Disaggregation of Income Statement Expenses, which requires the

disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial

statements. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal

years beginning after December 15, 2027, with early adoption permitted. The amendments in this ASU may be applied

either prospectively or retrospectively. The Company is currently evaluating the impact of adopting this ASU on its

disclosures.

In September 2025, the FASB issued ASU 2025-06 Intangibles — Goodwill and Other — Internal-Use Software (Subtopic

350-40) — Targeted Improvements to the Accounting for Internal-Use Software, which removes all references to

prescriptive and sequential software development stages and instead requires entities to begin capitalizing costs once

management has authorized and committed to funding the software, and it is probable that the project will be completed

and used to perform its intended functions. Significant uncertainty regarding development activities must be assessed when

evaluating if a project is probable to be completed. Additionally, the ASU clarifies certain disclosure requirements for

capitalized internal-use software costs. This ASU is effective for annual reporting periods beginning after December 15,

2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments

in this ASU may be applied prospectively, using a modified transition approach, or retrospectively. The Company is

currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

Recent Tax Legislation

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”), which includes a broad range of tax reform provisions, was

signed into law in the United States. The Company does not expect the OBBBA to have a material impact on its

consolidated financial statements or disclosures for the year ending December 31, 2025, and is currently evaluating the

impact on subsequent periods.

2. Revenue from Contracts with Customers

Disaggregation of Revenue

The following table summarizes revenue from contracts with customers by Specialty:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
Wholesale Brokerage	$376,788	$346,666	$1,214,741	$1,114,240
Binding Authority	89,636	76,497	286,110	245,762
Underwriting Management	273,128	164,966	755,686	446,262
Total Net commissions and fees	$739,552	$588,129	$2,256,537	$1,806,264

Contract Balances

Contract assets, which arise primarily from the Company’s supplemental and contingent commission arrangements and

medical stop loss business, are included within Commissions and fees receivable – net on the Consolidated Balance Sheets.

The contract assets balance was $40.7 million and $35.6 million as of September 30, 2025 and December 31, 2024,

respectively. For contract assets, payment is typically due within one year of the completed performance obligation. The

contract liability balance related to deferred revenue, which is included in Accounts payable and accrued liabilities on the

Consolidated Balance Sheets, was $14.2 million and $8.7 million as of September 30, 2025 and December 31, 2024,

respectively. During the three and nine months ended September 30, 2025, $0.6 million and $8.0 million, respectively, of

the contract liabilities outstanding as of December 31, 2024, were recognized in revenue.

3. Mergers and Acquisitions

2025 Acquisitions

On February 3, 2025, the Company completed the acquisition of Velocity Risk Underwriters, LLC (“Velocity”), an MGU

specializing in first-party insurance coverage for catastrophe exposed properties, headquartered in Nashville, Tennessee,

for cash consideration of $548.6 million and contingent consideration of $19.6 million. During the nine months ended

September 30, 2025, measurement period adjustments related to the initial valuation of contingent consideration of $1.5

million, Other current assets of $1.5 million, and net working capital of $0.9 million were recognized as a net $0.9 million

increase in Goodwill on the Consolidated Balance Sheets.

On May 1, 2025, the Company completed the acquisition of certain assets of USQRisk Holdings, LLC (“USQ”), a

company based in New York, New York, and London, England, that underwrites, structures, prices, and places specialty

insurance for corporate clients seeking bespoke, multi-year risk solutions, for cash consideration of $28.7 million and

contingent consideration of $23.8 million.

On May 16, 2025, the Company completed the acquisition of 360° Underwriting (“360”), an MGU specializing in

commercial construction, based in Dublin and Galway, Ireland, for cash consideration of $28.2 million and contingent

consideration of $0.6 million.

On July 1, 2025, the Company completed the acquisition of certain assets of J.M. Wilson Corporation (“JM Wilson”), a

binding authority and surplus lines broker specializing in transportation insurance, headquartered in Portage, Michigan, for

$67.8 million of cash consideration and $20.4 million of LLC Common Units.

The $44.1 million of contingent consideration liabilities established for the above acquisitions were measured at the

estimated acquisition date fair value and were non-cash investing transactions. The contingent consideration liabilities are

based on the individual businesses’ revenue or EBITDA targets, or both, over periods ranging from two to five years

following the date of acquisition.

The following table summarizes the estimated fair value of the aggregate assets and liabilities acquired, inclusive of

measurement period adjustments, during the nine months ended September 30, 2025:


	Velocity	USQ	360	JM Wilson	Total
Cash and cash equivalents	$17,736	$—	$412	$—	$18,148
Commissions and fees receivable – net	23,650	13,124	939	3,679	41,392
Fiduciary cash and receivables	105,779	1,649	6,674	29,597	143,699
Goodwill	366,249	20,539	16,615	47,187	450,590
Customer relationships1	216,400	19,100	12,303	39,900	287,703
Other intangible assets	12,000	200	67	300	12,567
Property and equipment – net	—	—	—	494	494
Lease right-of-use assets	3,757	612	—	305	4,674
Other current and non-current assets	2,862	101	82	310	3,355
Total assets acquired	$748,433	$55,325	$37,092	$121,772	$962,622
Accounts payable and accrued liabilities	5,305	193	—	389	5,887
Accrued compensation	7,129	373	43	272	7,817
Fiduciary liabilities	105,779	1,649	6,674	32,583	146,685
Operating lease liabilities	3,757	612	—	305	4,674
Deferred tax liabilities	57,298	—	1,546	—	58,844
Total liabilities assumed	$179,268	$2,827	$8,263	$33,549	$223,907
Net assets acquired	$569,165	$52,498	$28,829	$88,223	$738,715

1 The acquired customer relationships have a weighted average amortization period of 13.1 years.

The Company recognized acquisition-related expenses, which include advisory, legal, accounting, valuation, and diligence-

related costs, for the acquisitions above of $0.3 million and $11.8 million during the three and nine months ended

September 30, 2025, respectively, in General and administrative expense on the Consolidated Statements of Income. The

Company recognized aggregate revenue of $23.2 million and $78.5 million related to the acquisitions above from their

respective acquisition dates during the three and nine months ended September 30, 2025, respectively. Estimated tax

deductible goodwill of $39.3 million was generated as a result of these acquisitions.

2024 Acquisitions

On May 1, 2024, the Company completed the acquisition of Castel Underwriting Agencies Limited (“Castel”), a managing

general underwriting platform headquartered in London, England, for cash consideration of $247.6 million, $2.2 million of

RYAN Class A common stock, and contingently returnable consideration of $4.9 million. Measurement period adjustments

related to deferred tax liabilities of $1.6 million, taxes payable of $0.9 million, and working capital of $0.5 million were

recognized as a net $2.0 million decrease in Goodwill on the Consolidated Balance Sheets as of December 31, 2024.

On August 30, 2024, the Company completed the acquisition of US Assure Insurance Services of Florida, Inc. (“US

Assure”), a program specializing in builder’s risk insurance headquartered in Jacksonville, Florida, for cash consideration

of $1,079.8 million and contingent consideration of $103.8 million. A measurement period adjustment related to working

capital of $5.2 million was recognized as an increase in Goodwill on the Consolidated Balance Sheets as of December 31,

2024.

On September 1, 2024, the Company completed the acquisition of certain assets of Greenhill Underwriting Insurance

Services, LLC, an MGU focused on the allied health industry headquartered in Houston, Texas, for cash consideration of

$11.7 million. Measurement period adjustments related to working capital of $0.4 million and the initial

valuation of customer relationships of $0.1 million were recognized as a net $0.3 million increase in Goodwill on the

Consolidated Balance Sheets as of December 31, 2024.

On September 13, 2024, the Company completed the acquisition of the Property and Casualty (“P&C”) MGUs owned by

Ethos Specialty Insurance, LLC (“Ethos P&C”) for cash consideration of $44.0 million. Ethos P&C is composed of eight

programs which underwrite on behalf of insurance carriers.

On October 1, 2024, the Company completed the acquisition of certain assets of EverSports & Entertainment Insurance,

Inc., an MGU focused on sports, leisure, and entertainment headquartered in Carmel, Indiana, for $43.1 million of cash

consideration. Total consideration for this acquisition also includes contingent consideration, however, the contingent

consideration value was de minimis as of the acquisition date. A measurement period adjustment related to Commissions

and fees receivable – net of $1.6 million was recognized as an increase in Goodwill on the Consolidated Balance Sheets as

of September 30, 2025.

On November 4, 2024, the Company completed the acquisition of Innovisk Capital Partners (“Innovisk”), which is

composed of seven specialty MGUs headquartered in London, England, for cash consideration of $426.8 million.

Measurement period adjustments related to Current Accrued compensation of $2.3 million and Commissions and fees

receivable – net of $0.4 million were recognized as increases in Goodwill on the Consolidated Balance Sheets as of

September 30, 2025.

The Company recognized acquisition-related expenses, which include advisory, legal, accounting, valuation, and diligence-

related costs, for the acquisitions completed during the nine months ended September 30, 2024, of $5.3 million and $11.4

million during the three and nine months ended September 30, 2024, respectively, in General and administrative expense

on the Consolidated Statements of Income. The Company recognized aggregate revenue related to these acquisitions of

$24.5 million and $33.8 million from their respective acquisition dates during the three and nine months ended

September 30, 2024, respectively. Estimated tax deductible goodwill of $545.6 million was generated as a result of these

acquisitions.

Estimates and assumptions used in the acquisition valuations are subject to change within the measurement period up to

one year from each acquisition date.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information presents the combined results of operations of the Company as if

the 2025 and 2024 acquisitions occurred on January 1, 2024. The unaudited pro forma financial information is presented

for informational purposes only and is not indicative of the results of operations that would have been achieved if the

acquisitions had taken place on the date indicated or of results that may occur in the future. The pre-acquisition Castel and

US Assure results included in the pro forma figures below contain acquisition-related expenses that were not considered

pro forma adjustments for the Company.


	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
Total revenue	$754,577	$669,171	$2,325,123	$2,089,626
Net income (loss)	69,433	(32,450)	246,109	(81,107)

The adjustments to the unaudited pro forma financial information primarily include: (i) a decrease of $48.0 million of

income tax expense related to the Common Control Reorganization (“CCR”) resulting from the Velocity acquisition for the

nine months ended September 30, 2025, with an increase of $59.4 million in such income tax expense for the nine months

ended September 30, 2024, related to the CCRs resulting from the Velocity and Innovisk acquisitions, (ii) a decrease in

financing costs and interest expense resulting from the debt activity related to the US Assure and Innovisk acquisitions of

$18.1 million for the three months ended September 30, 2024, and an increase in such costs of $47.2 million for the nine

months ended September 30, 2024, (iii) a decrease of amortization expense on acquired intangible assets of $6.3 million

and $7.7 million for the three and nine months ended September 30, 2025, respectively, and an increase in such costs of

$23.4 million and $96.0 million for the three and nine months ended September 30, 2024, respectively, (iv) a decrease in

transaction costs of $11.1 million for the nine months ended September 30, 2025, and an increase in such costs of $13.6

million for the nine months ended September 30, 2024, and (v) a reduction in income tax expense related to the pro forma

adjustments of $12.9 million for the nine months ended September 30, 2024.

Contingent Consideration

Total consideration for certain acquisitions includes contingent consideration or contingently returnable consideration,

which is generally based on the EBITDA or revenue of the acquired business following a defined period after purchase.

Further information regarding fair value measurements of contingent consideration and contingently returnable

consideration is detailed in Note 12, Fair Value Measurements. The Company recognizes income or loss for the changes in

fair value of estimated contingent consideration and contingently returnable consideration within Change in contingent

consideration, and recognizes accretion of the discount on these assets or liabilities within Interest expense, net, on the

Consolidated Statements of Income. The table below summarizes the amounts recognized:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
Change in contingent consideration	$11,968	$(365)	$(2,833)	$813
Interest expense, net	1,922	1,325	5,909	3,125
Total	$13,890	$960	$3,076	$3,938

As of September 30, 2025, the aggregate amount of maximum consideration related to acquisitions was $605.7 million of

contingent consideration and $13.4 million of contingently returnable consideration.

4. Receivables and Other Current Assets

Receivables

The Company had receivables of $439.8 million and $389.8 million outstanding as of September 30, 2025 and

December 31, 2024, respectively, which were recognized within Commissions and fees receivable – net on the

Consolidated Balance Sheets. Commission and fees receivable is net of an allowance for credit losses. The Company’s

allowance for credit losses is based on a combination of factors, including evaluation of historical write-offs, current

economic conditions, aging of balances, and other qualitative and quantitative analyses.

The following table provides a summary of changes in the Company’s allowance for expected credit losses:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
Beginning of period	$3,706	$3,153	$3,018	$2,458
Write-offs	(1,449)	(1,225)	(3,660)	(2,510)
Increase in provision	2,361	1,691	5,260	3,671
End of period	$4,618	$3,619	$4,618	$3,619

Other Current Assets

Major classes of other current assets consisted of the following:


	September 30, 2025	December 31, 2024
Prepaid expenses	$52,428	$51,701
Insurance recoverable	975	20,155
Interest rate cap	3,104	13,936
Other current receivables	39,846	24,159
Total Other current assets	$96,353	$109,951

Other current receivables contain service receivables from Geneva Re, Ltd. See Note 14, Related Parties, for further

information regarding related parties. See Note 13, Commitments and Contingencies, for further information on the

insurance recoverable. See Note 10, Derivatives, for further information on the interest rate cap.

6. Debt

Substantially all of the Company’s debt is carried at outstanding principal balance, less debt issuance costs and any

unamortized discount. The following table is a summary of the Company’s outstanding debt:


	September 30, 2025	December 31, 2024
Term debt
7-year term loan facility, periodic interest and quarterly principal payments, Adjusted Term SOFR + 2.00% as of September 30, 2025, Adjusted Term SOFR + 2.25% as of December 31, 2024, matures September 13, 2031	$1,662,865	$1,672,532
Senior secured notes
8-year senior secured notes, semi-annual interest payments, 4.38%, mature February 1, 2030	398,048	401,676
8-year senior secured notes, semi-annual interest payments, 5.88%, mature August 1, 2032	1,191,688	1,198,183
Revolving debt
5-year revolving loan facility, periodic interest payments, Adjusted Term SOFR + up to 2.50%, plus commitment fees of 0.25%-0.50%, matures July 30, 2029	126,511	1,207
Premium financing notes
Commercial notes, periodic interest and principal payments, 5.25%, expire May 1, 2026	4,380	—
Commercial notes, periodic interest and principal payments, 5.25%, expire June 1, 2026	794	—
Commercial notes, periodic interest and principal payments, 5.25%, expire June 21, 2026	3,509	—
Commercial notes, periodic interest and principal payments, 6.25%, expired May 1, 2025	—	2,673
Commercial notes, periodic interest and principal payments, 6.25%, expired June 1, 2025	—	548
Commercial notes, periodic interest and principal payments, 6.25%, expired June 21, 2025	—	2,642
Units subject to mandatory redemption	3,399	3,399
Total debt	$3,391,194	$3,282,860
Less: Short-term debt and current portion of long-term debt	(41,814)	(51,732)
Long-term debt	$3,349,380	$3,231,128

Term Loan

In September 2024, the Term Loan principal increased from $1,650.0 million to $1,700.0 million. In August 2025,

Moody’s Ratings upgraded the Company’s credit rating from B1 to Ba3. As a result, the applicable interest rate on the

Company’s Term Loan decreased from Adjusted Term SOFR + 2.25% to Adjusted Term SOFR + 2.00%. As of

September 30, 2025, $1,687.3 million of the principal was outstanding, $0.3 million of interest was accrued, and the related

unamortized deferred issuance costs were $24.7 million. As of December 31, 2024, $1,700.0 million of the principal was

outstanding, $0.3 million of interest was accrued, and the related unamortized deferred issuance costs were $27.8 million.

Revolving Credit Facility

The Revolving Credit Facility had a borrowing capacity of $1,400.0 million as of September 30, 2025 and December 31,

2024. Due to the nature of the instrument, the deferred issuance costs related to the facility of $8.0 million and $9.6 million

as of September 30, 2025 and December 31, 2024, respectively, were included in Other non-current assets on the

Consolidated Balance Sheets. The commitments available to be borrowed under the Revolving Credit Facility were

$1,274.6 million as of September 30, 2025, as the facility was drawn on by $125.4 million. The commitments available to

be borrowed under the Revolving Credit Facility were $1,399.7 million as of December 31, 2024, as the facility was

reduced by $0.3 million of undrawn letters of credit.

The Company pays a commitment fee on undrawn amounts under the facility of 0.25% - 0.50%. As of September 30, 2025

and December 31, 2024, the Company accrued $0.8 million and $1.2 million, respectively, of unpaid commitment fees

related to the Revolving Credit Facility in Short-term debt and current portion of long-term debt on the Consolidated

Balance Sheets. As of September 30, 2025, accrued interest on the facility was $0.3 million.

Senior Secured Notes due 2030

In February 2022, the LLC issued $400.0 million of Senior Secured Notes. As of September 30, 2025 and December 31,

2024, accrued interest on the notes was $2.9 million and $7.3 million, respectively, and the related unamortized deferred

issuance costs were $4.9 million and $5.6 million, respectively.

Senior Secured Notes due 2032

In September 2024, the LLC issued $600.0 million of Senior Secured Notes at par. In December 2024, the LLC issued an

additional $600.0 million of Senior Secured Notes at a price of 99.5% of their face value plus accrued interest from

September 19, 2024. The notes issued in December 2024 were issued as additional notes under the same indenture as the

notes that were issued in September 2024 and, as such, form a single series and trade interchangeably with the previously

issued senior secured notes due 2032. As of September 30, 2025 and December 31, 2024, accrued interest on the notes was

$11.8 million and $20.0 million, respectively, and the related unamortized deferred issuance costs, including discount, were

$20.1 million and $21.8 million, respectively.

Subsidiary Units Subject to Mandatory Redemption

Ryan Re Underwriting Managers, LLC (“Ryan Re”) has the obligation to settle its outstanding preferred units in the

amount of the aggregate unreturned capital and unpaid dividends on June 13, 2034, 15 years from original issuance. As

these units are mandatorily redeemable, they are classified as Long-term debt on the Consolidated Balance Sheets. The

historical cost of the units is $3.3 million, which was valued using an implicit rate of 9.8%. Accretion of the discount using

the implicit rate is recognized within Interest expense, net on the Consolidated Statements of Income. Interest accrued on

these units was $0.1 million as of September 30, 2025 and December 31, 2024. $0.2 million of accrued return on the Ryan

Re preferred units was paid during the nine months ended September 30, 2025. See Note 14, Related Parties, for further

information on Ryan Re.

7. Stockholders’ Equity

Ryan Specialty’s amended and restated certificate of incorporation authorizes the issuance of up to 1,000,000,000 shares of

Class A common stock, 1,000,000,000 shares of Class B common stock, and 500,000,000 shares of preferred stock, each

having a par value of $0.001 per share.

The New LLC Operating Agreement requires that the Company and the LLC at all times maintain a one-to-one ratio

between the number of shares of Class A common stock issued by the Company and the number of LLC Common Units

owned by the Company, except as otherwise determined by the Company.

Class A and Class B Common Stock

Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to 10

votes per share but, upon the occurrence of certain events as set forth in the Company’s amended and restated certificate of

incorporation, or as of September 30, 2029, at the latest, each share will be entitled to one vote per share in the future. All

holders of Class A common stock and Class B common stock vote together as a single class except as otherwise required

by applicable law or our amended and restated certificate of incorporation. Holders of Class B common stock do not have

any right to receive dividends or distributions upon the liquidation or winding up of the Company.

In accordance with the New LLC Operating Agreement, the LLC Unitholders are entitled to exchange LLC Common Units

for shares of Class A common stock, or, at the Company’s election, for cash from a substantially concurrent public offering

or private sale (based on the price of our Class A common stock in such public offering or private sale). The LLC

Unitholders are also required to deliver to the Company an equivalent number of shares of Class B common stock to

effectuate such an exchange. Any shares of Class B common stock so delivered will be canceled. Shares of Class B

common stock are not issued for Class C Incentive Units that are exchanged for LLC Common Units as these LLC

Common Units are immediately exchanged for Class A common stock as discussed in Note 8, Equity-Based

Compensation.

Class X Common Stock

As of September 30, 2025, the Company amended and restated its certificate of incorporation to, among other changes,

eliminate Class X common stock and, as such, it is no longer authorized to be issued. As of December 31, 2024, there were

10,000,000 shares of Class X common stock authorized. However, there were no shares of Class X common stock

outstanding as of September 30, 2025 or December 31, 2024. Shares of Class X common stock had no economic, voting, or

dividend rights.

Preferred Stock

There were no shares of preferred stock outstanding as of September 30, 2025 or December 31, 2024. Under the terms of

the amended and restated certificate of incorporation, the Board is authorized to direct the Company to issue shares of

preferred stock in one or more series without stockholder approval. The Board has the discretion to determine the rights,

preferences, privileges, and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges,

and liquidation preferences, of each series of preferred stock.

Dividends

During the three months ended September 30, 2025, the Company’s Board of Directors declared a regular quarterly cash

dividend of $0.12 per share on the Company’s outstanding Class A common stock. During the nine months ended

September 30, 2025, $45.5 million of dividends were paid on Class A common stock.

Non-controlling Interests

The Company is the sole managing member of the LLC. As a result, the Company consolidates the LLC in its consolidated

financial statements, resulting in non-controlling interests related to the LLC Common Units not held by the Company. As

of September 30, 2025 and December 31, 2024, the Company owned 48.8% and 47.9%, respectively, of the economic

interests in the LLC, while the non-controlling interest holders owned the remaining 51.2% and 52.1%, respectively, of the

economic interests in the LLC.

Weighted average ownership percentages for the applicable reporting periods are used to attribute net income (loss) and

other comprehensive income (loss) to the Company and the non-controlling interest holders. The non-controlling interest

holders’ weighted average ownership percentage was 51.2% and 57.4% for the three months ended September 30, 2025

and 2024, respectively, and 51.6% and 55.2% for the nine months ended September 30, 2025 and 2024, respectively.

During the three months ended September 30, 2025, the Company declared a regular quarterly cash distribution of $0.05

per unit on the LLC’s outstanding LLC Common Units. During the nine months ended September 30, 2025, $20.3 million

in distributions were paid to the non-controlling interest holders of the LLC Common Units.

8. Equity-Based Compensation

The Ryan Specialty Holdings, Inc. 2021 Omnibus Incentive Plan (the “Omnibus Plan”) governs, among other things, the

types of awards the Company can grant to employees as equity-based compensation awards. The Omnibus Plan provides

for potential grants of the following awards: (i) stock options, (ii) stock appreciation rights, (iii) restricted stock awards,

(iv) performance awards, (v) other stock-based awards, (vi) other cash-based awards, and (vii) analogous equity awards

made in equity of the LLC.

IPO-Related Awards

As a result of the Organizational Transactions, pre-IPO holders of LLC Units that were granted as incentive awards, which

had historically been classified as equity and vested pro rata over five years, were required to exchange their LLC Units for

either Restricted Stock or Restricted Common Units. Additionally, Reload Options or Reload Class C Incentive Units were

issued to employees in order to protect against the dilution of their existing awards upon exchange to the new awards.

Separately, certain employees were granted one or more of the following new awards: (i) Restricted Stock Units (“RSUs”),

(ii) Staking Options, (iii) Restricted LLC Units (“RLUs”), or (iv) Staking Class C Incentive Units. The terms of these

awards are described below. All awards granted as part of the Organizational Transactions and the IPO are subject to non-

linear transfer restrictions for at least the five-year period following the IPO.

Incentive Awards

As part of the Company’s annual compensation process, the Company issues certain employees and directors equity-based

compensation awards (“Incentive Awards”). Additionally, the Company offers Incentive Awards to certain new hires.

These Incentive Awards typically take the form of (i) RSUs, (ii) RLUs, (iii) Class C Incentive Units, (iv) Stock Options,

(v) Performance Stock Units (“PSUs”), and (vi) Performance LLC Units (“PLUs”). The terms of these awards are

described below.

Restricted Stock and Restricted Common Units

As part of the Organizational Transactions, certain existing employee unitholders were granted Restricted Stock or

Restricted Common Units in exchange for their LLC Units. The Restricted Stock and Restricted Common Units follow the

vesting schedule of the LLC Units for which they were exchanged. LLC Units historically vested pro rata over 5 years.


	Nine Months Ended September 30, 2025
	Restricted Stock	Weighted Average Grant Date Fair Value	Restricted Common Units	Weighted Average Grant Date Fair Value
Unvested at beginning of period	413,820	$21.15	135,991	$23.84
Granted	—	—	—	—
Vested	(401,928)	21.15	(115,684)	23.84
Forfeited	(1,233)	21.15	—	—
Unvested at end of period	10,659	$21.15	20,307	$23.84

Restricted Stock Units (RSUs)

IPO RSUs

Related to the IPO, the Company granted RSUs to certain employees. The IPO RSUs vest either pro rata over 5 years from

the grant date or over 10 years from the grant date, with 10% vesting in each of years 3 through 9 and 30% vesting in year

10.

Incentive RSUs

Incentive RSUs vest either 100% 3 or 5 years from the grant date, pro rata over 3 or 5 years from the grant date, over 5

years from the grant date, with one-third of the grant vesting in each of years 3, 4 and 5, or over 7 years from the grant

date, with 20% vesting in each of years 3 through 7.

Upon vesting, RSUs automatically convert on a one-for-one basis into Class A common stock.


	Nine Months Ended September 30, 2025
	IPO RSUs		Incentive RSUs
	Restricted Stock Units	Weighted Average Grant Date Fair Value	Restricted Stock Units	Weighted Average Grant Date Fair Value
Unvested at beginning of period	2,699,966	$23.14	2,374,687	$43.33
Granted	—	—	623,300	66.63
Vested	(582,659)	22.84	(440,840)	40.98
Forfeited	(33,093)	23.34	(53,423)	50.00
Unvested at end of period	2,084,214	$23.22	2,503,724	$49.40

Stock Options

Reload and Staking Options

As part of the Organizational Transactions and IPO, certain employees were granted Reload Options or Staking Options

that entitle the award holder to future purchases of Class A common stock, on a one-for-one basis, at the IPO price of

$23.50. The Reload Options either vested 100% 3 years from the grant date or vest over 5 years from the grant date, with

one-third of the grant vesting in each of years 3, 4 and 5. In general, vested Reload Options are exercisable up to the tenth

anniversary of the grant date. The Staking Options vest over 10 years from the grant date, with 10% vesting in each of

years 3 through 9 and 30% vesting in year 10. Staking Options are exercisable up to one year after their vest date.

Incentive Options

Incentive Options entitle the award holder to future purchases of Class A common stock, on a one-for-one basis, at the

respective exercise prices. The Incentive Options vest either over 5 years from the grant date, with one-third of the grant

vesting in each of years 3, 4 and 5 or pro rata over 7 years from the grant date. In general, vested Incentive Options are

exercisable up to the tenth anniversary of the grant date.


	Nine Months Ended September 30, 2025
	Reload Options1	Staking Options1	Incentive Options	Incentive Options Weighted Average Exercise Price
Outstanding at beginning of period	3,870,764	66,667	281,652	$43.97
Granted	—	—	—	—
Exercised	(401,680)	—	(8,295)	34.39
Forfeited	(17,816)	—	(1,406)	34.39
Outstanding at end of period	3,451,268	66,667	271,951	$44.31

1As the Reload and Staking Options were one-time grants at the IPO, the weighted average exercise price for any

movements in these awards will perpetually be $23.50. As such, the values are not presented in the table above.

As of September 30, 2025, there were 2,300,371, 13,332, and 57,497 exercisable Reload, Staking, and Incentive Options,

respectively. The aggregate intrinsic values and weighted average remaining contractual terms of Stock Options

outstanding and exercisable as of September 30, 2025, were as follows:


Aggregate intrinsic value ($ in thousands):
Reload Options outstanding		$113,409
Reload Options exercisable		75,590
Staking Options outstanding		2,191
Staking Options exercisable		438
Incentive Options outstanding		3,276
Incentive Options exercisable		878
Weighted-average remaining contractual term (in years):
Reload Options outstanding		5.6
Reload Options exercisable		5.6
Staking Options outstanding		4.1
Staking Options exercisable		0.8
Incentive Options outstanding		4.8
Incentive Options exercisable		4.2

Restricted LLC Units (RLUs)

IPO RLUs

Related to the IPO, the Company granted RLUs to certain employees that vest either pro rata over 5 years from the grant

date or over 10 years from the grant date, with 10% vesting in each of years 3 through 9 and 30% vesting in year 10.

Incentive RLUs

Incentive RLUs vest either 100% 3 years from the grant date, pro rata over 3 or 5 years from the grant date, or over 7 years

from the grant date, with 20% vesting in each of years 3 through 7.

Upon vesting, RLUs convert on a one-for-one basis into either LLC Common Units or Class A common stock at the

election of the Company.


	Nine Months Ended September 30, 2025
	IPO RLUs		Incentive RLUs
	Restricted LLC Units	Weighted Average Grant Date Fair Value	Restricted LLC Units	Weighted Average Grant Date Fair Value
Unvested at beginning of period	1,293,538	$25.10	686,712	$44.30
Granted	—	—	—	—
Vested	(154,592)	25.05	(48,064)	36.44
Forfeited	—	—	—	—
Unvested at end of period	1,138,946	$25.10	638,648	$44.89

Class C Incentive Units

Reload and Staking Class C Incentive Units

As part of the Organizational Transactions and IPO, certain employees were granted Reload Class C Incentive Units or

Staking Class C Incentive Units, which are profits interests. When the value of Class A common stock exceeds the

participation threshold, vested profits interests may be exchanged for LLC Common Units of equal value. On exchange,

the LLC Common Units are immediately redeemed on a one-for-one basis for Class A common stock. The Reload Class C

Incentive Units either vested 100% 3 years from the grant date or vest over 5 years from the grant date, with one-third of

the grant vesting in each of years 3, 4 and 5. The Staking Class C Incentive Units vest either pro rata over 5 years from the

grant date or over 10 years from the grant date, with 10% vesting in each of years 3 through 9 and 30% vesting in year 10.

Class C Incentive Units

Class C Incentive Units are profits interests. When the value of Class A common stock exceeds the participation threshold,

vested profits interests may be exchanged for LLC Common Units of equal value. On exchange, the LLC Common Units

are immediately redeemed on a one-for-one basis for Class A common stock. The Class C Incentive Units vest over 8 years

from the grant date, with 15% vesting in each of years 3 through 7 and 25% vesting in year 8, or over 7 years from the

grant date, with 20% vesting in each of years 3 through 7.


	Nine Months Ended September 30, 2025
	Reload Class C Incentive Units	Staking Class C Incentive Units	Class C Incentive Units	Class C Incentive Units Weighted Average Participation Threshold
Unvested at beginning of period	952,595	1,605,003	495,822	$36.80
Granted	—	—	—	—
Vested	(476,293)	(271,667)	(45,000)	34.13
Forfeited	—	—	—	—
Unvested at end of period	476,302	1,333,336	450,822	$36.91

As the Reload and Staking Class C Incentive Units were one-time grants at the IPO, the weighted average participation

threshold for these awards will be consistent across any type of movement. The weighted average participation threshold

for Reload and Staking Class C Incentive Units was $23.19 and $23.34 as of September 30, 2025 and December 31, 2024,

respectively. The decrease in the participation thresholds for the various types of Class C Incentive Units was due to the

distributions declared with respect to these awards during the nine months ended September 30, 2025.

Performance Based Awards

Performance Stock Units (PSUs) and Performance LLC Units (PLUs)

Performance-based equity awards, PSUs and PLUs, are subject to the achievement of several defined performance and

market metrics. All performance awards are subject to a total shareholder return (“TSR”) compound annual growth rate

(“CAGR”) target and one or more of the following metrics: (i) an Adjusted EBITDAC margin target, (ii) an Organic

revenue CAGR target, or (iii) an individual revenue target. The TSR CAGR is calculated from the base price, as outlined in

the respective grant agreements, to the volume weighted average price (“VWAP”) of Class A common stock for the period

specified by the grant agreement plus dividends paid to Class A common shareholders. A minimum threshold for the TSR

CAGR, as well as the targets for the other metrics, as applicable, must all be met in order for the awards to vest.

In general, the PSUs and PLUs vest 5 years from the grant date. PSUs represent the right to receive Class A common

shares and PLUs represent the right to receive LLC Common Units upon vesting. If the minimum threshold of the TSR

CAGR is achieved, and the other required targets are achieved, the TSR CAGR target and, if applicable, the individual

revenue target, will determine how many Class A common shares or LLC Common Units, as applicable, the awards vest

into. Assuming the minimum thresholds are met, the awards will vest into between 75% and 150% of the applicable target

stock or units, which will be calculated on a graduated basis. Confirmation of the targets will not occur until after earnings

are reported for the final fiscal year in the award’s performance period. The probability of achieving the performance

metrics is assessed each reporting period for expense purposes. As of September 30, 2025, it was determined that the

Adjusted EBITDAC margin target for the executive PSUs and PLUs granted in fiscal year 2024 was no longer probable of

being achieved. As a result, the expense previously recognized for these awards was reversed during the three months

ended September 30, 2025.


	Nine Months Ended September 30, 2025
	PSUs		PLUs
	Performance Stock Units	Weighted Average Grant Date Fair Value	Performance LLC Units	Weighted Average Grant Date Fair Value
Unvested at beginning of period	366,996	$27.99	487,218	$24.40
Granted	1,367,329	27.46	—	—
Vested	—	—	—	—
Forfeited	(31,361)	25.09	—	—
Unvested at end of period	1,702,964	$27.62	487,218	$24.40

The fair values of the performance-based awards granted during the nine months ended September 30, 2025, were

determined using the Monte Carlo simulation valuation model with the following assumptions:


Volatility	23.6% - 25.4%
Time to maturity (years)	4.7 - 4.8
Risk-free rate	3.8% - 4.0%
RYAN stock price at valuation date	$67.66 - $69.47

The use of a valuation model for the PSUs requires management to make certain assumptions with respect to selected

model inputs. Expected volatility was calculated based on the observed volatility for comparable companies. The time to

maturity was based on the stock price CAGR target through the end of the performance period. The risk-free interest rate

was based on U.S. Treasury rates commensurate with the performance period.

Non-Employee Director Stock Grants

The Company grants RSUs to non-employee directors serving as members of the Company’s Board of Directors (“Director

Stock Grants”), with the exception of the one director who has agreed to forgo any compensation for their service to the

Board. The Director Stock Grants are fully vested upon grant. The Company granted 23,230 Director Stock Grants with a

weighted-average grant date fair value of $69.94 and 22,935 Director Stock Grants with a weighted-average grant date fair

value of $49.07 during the nine months ended September 30, 2025 and 2024, respectively.

Dividend Equivalents and Declared Distributions

A majority of the Company’s unvested equity-based compensation awards, with the exception of Options and Class C

Incentive Units, are entitled to accrue dividend equivalents if the award vests into Class A common stock (“Dividend

Equivalents”) or declared distributions if the award vests into LLC Common Units (“Declared Distributions”) over the

period the underlying award vests. The Dividend Equivalents and Declared Distributions will be paid in cash to award

holders at the time the underlying award vests. If an award holder forfeits their underlying award, the accrued Dividend

Equivalents or Declared Distributions will also be forfeit. Class C Incentive Units do not accrue cash distributions but

instead have their participation thresholds lowered by each Declared Distribution. Options do not participate in dividends.

As of September 30, 2025, the Company accrued $1.0 million and $0.1 million related to Dividend Equivalents and

Declared Distributions, respectively, in Accounts payable and accrued liabilities, and $4.0 million and $0.6 million related

to Dividend Equivalents and Declared Distributions, respectively, in Other non-current liabilities on the Consolidated

Balance Sheets. As of December 31, 2024, the Company accrued $0.9 million and $0.1 million related to Dividend

Equivalents and Declared Distributions, respectively, in Accounts payable and accrued liabilities, and $2.9 million and $0.4

million related to Dividend Equivalents and Declared Distributions, respectively, in Other non-current liabilities on the

Consolidated Balance Sheets.

Equity-Based Compensation Expense

As of September 30, 2025, the unrecognized equity-based compensation expense related to each type of equity-based

compensation award described above and the related weighted-average remaining expense period were as follows:


	Amount	Weighted Average Remaining Expense Period (Years)
Restricted Stock	$8	0.2
IPO RSUs	19,949	4.0
Incentive RSUs	70,421	2.8
Reload Options	328	0.8
Incentive Options	211	1.2
PSUs	33,243	4.5
Restricted Common Units	15	0.1
IPO RLUs	13,337	4.4
Incentive RLUs	13,519	2.6
Reload Class C Incentive Units	218	0.8
Staking Class C Incentive Units	6,931	4.2
Class C Incentive Units	3,958	3.1
Total unrecognized equity-based compensation expense	$162,138

The following table includes the equity-based compensation the Company recognized by award type from the view of

expense related to pre-IPO and post-IPO awards. The table also presents the unrecognized equity-based compensation

expense as of September 30, 2025, in the same view.


	Recognized				Unrecognized
	Three Months Ended September 30,		Nine Months Ended September 30,		As of September 30, 2025
	2025	2024	2025	2024	As of September 30, 2025
IPO awards
IPO RSUs and Staking Options	$1,706	$2,720	$6,787	$9,226	$19,949
IPO RLUs and Staking Class C Incentive Units	1,633	2,146	5,583	7,277	20,268
Incremental Restricted Stock and Reload Options	246	622	1,046	2,485	332
Incremental Restricted Common Units and Reload Class C Incentive Units	172	586	718	3,018	229
Pre-IPO incentive awards
Restricted Stock	114	498	436	1,333	4
Restricted Common Units	36	4,733	133	5,095	4
Post-IPO incentive awards
Incentive RSUs	8,266	8,001	25,033	21,759	70,421
Incentive RLUs	1,884	2,058	5,760	5,671	13,519
Incentive Options	44	272	2,002	823	211
Class C Incentive Units	450	521	1,404	1,551	3,958
PSUs	(646)	391	2,792	910	33,243
PLUs	(3,276)	619	(2,058)	1,439	—
Other expense
Director Stock Grants	561	292	1,352	1,077	—
Total equity-based compensation expense	$11,190	$23,459	$50,988	$61,664	$162,138

9. Earnings Per Share

Basic earnings per share is computed by dividing net income attributable to Ryan Specialty Holdings, Inc. by the weighted-

average number of shares of Class A common stock outstanding during the period. Diluted earnings per share is computed

giving effect to potentially dilutive shares, including LLC equity awards and the non-controlling interests’ LLC Common

Units that are exchangeable into Class A common stock. As shares of Class B common stock do not share in earnings and

are not participating securities, they are not included in the Company’s calculation. A reconciliation of the numerator and

denominator used in the calculation of basic and diluted earnings per share of Class A common stock is as follows:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
Net income	$62,603	$28,643	$182,919	$187,358
Less: Net income attributable to non-controlling interests	31,518	11,054	127,500	106,447
Net income attributable to Ryan Specialty Holdings, Inc.	$31,085	$17,589	$55,419	$80,911
Numerator:
Net income attributable to Class A common shareholders	$31,085	$17,589	$55,419	$80,911
Add (less): Income attributed to substantively vested RSUs	—	369	—	(1,339)
Net income attributable to Class A common shareholders – basic	$31,085	$17,958	$55,419	$79,572
Add: Income attributed to dilutive shares	23,376	7,886	1,233	79,624
Net income attributable to Class A common shareholders – diluted	$54,461	$25,844	$56,652	$159,196
Denominator:
Weighted-average shares of Class A common stock outstanding – basic	127,940,211	121,915,952	126,623,069	119,383,234
Add: Dilutive shares	145,521,423	150,770,317	11,466,811	151,900,158
Weighted-average shares of Class A common stock outstanding – diluted	273,461,634	272,686,269	138,089,880	271,283,392
Earnings per share
Earnings per share of Class A common stock – basic	$0.24	$0.15	$0.44	$0.67
Earnings per share of Class A common stock – diluted	$0.20	$0.09	$0.41	$0.59

The following number of shares were excluded from the calculation of diluted earnings per share because the effect of

including such potentially dilutive shares would have been antidilutive:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
Conversion of non-controlling interest LLC Common Units1	—	—	135,643,591	—
Incentive RSUs	468,126	—	—	—
Incentive Options	—	150,000	—	150,000

1Weighted average units outstanding during the period.

10. Derivatives

Deal-Contingent Foreign Currency Forward

In December 2023, the Company entered into the deal-contingent foreign currency forward (the “Deal-Contingent

Forward”) to manage the risk of appreciation of the GBP-denominated purchase price of the acquisition of Castel. The

Deal-Contingent Forward had a 200.0 million GBP notional amount and was executed when the Castel acquisition closed

on May 1, 2024. As the Deal-Contingent Forward was an economic hedge and had not been designated as an accounting

hedge, losses resulting from the Deal-Contingent Forward were recognized through earnings in the periods incurred.

Interest Rate Cap

In April 2022, the Company entered into an interest rate cap agreement to manage its exposure to interest rate fluctuations

related to the Company’s Term Loan in the amount of $25.5 million. The interest rate cap has a $1,000.0 million notional

amount, 2.75% strike, and terminates on December 31, 2025. At inception, the Company formally designated the interest

rate cap as a cash flow hedge. As of September 30, 2025, the interest rate cap continued to be an effective hedge.

Decreases in the fair value of the interest rate cap of $3.9 million and $16.4 million for the three months ended

September 30, 2025 and 2024, respectively, and $10.8 million and $16.5 million for the nine months ended September 30,

2025 and 2024, respectively, were recognized in other comprehensive income (loss) (“OCI”). As of September 30, 2025,

the Company expects $3.1 million of unrealized gains from the interest rate cap to be reclassified into earnings over the

next three months through the instrument’s expiration date. See Note 15, Income Taxes, for further information on the tax

effects on other comprehensive income related to the interest rate cap.

The location and gains (losses) on derivatives are reported in the Consolidated Statements of Income as follows:


		Three Months Ended September 30,		Nine Months Ended September 30,
	Income Statement Caption	2025	2024	2025	2024
Change in the fair value of the Deal-Contingent Forward	General and administrative	$—	$—	$—	$(4,532)
Total impact of derivatives not designated as hedging instruments		$—	$—	$—	$(4,532)

Interest rate cap premium amortization	Interest expense, net	$(1,739)	$(1,739)	$(5,216)	$(5,216)
Amounts reclassified out of other comprehensive income related to the interest rate cap	Interest expense, net	4,045	6,689	11,978	19,740
Total impact of derivatives designated as hedging instruments		$2,306	$4,950	$6,762	$14,524

The location and fair value of derivatives designated as hedging instruments are reported on the Consolidated Balance

Sheets as follows:


	Balance Sheet Caption	September 30, 2025	December 31, 2024
Interest rate cap	Other current assets	$3,104	$13,936

See Note 12, Fair Value Measurements, for further information on the fair value of derivatives.

11. Variable Interest Entities

As discussed in Note 1, Basis of Presentation, the Company consolidates the LLC as a VIE under ASC 810. The

Company’s financial position, financial performance, and cash flows effectively represent those of the LLC as of and for

the nine months ended September 30, 2025, with the exception of Cash and cash equivalents of $39.0 million, Other

current assets of $14.2 million, Deferred tax assets of $317.6 million, Accounts payable and accrued liabilities of $1.0

million, Other non-current liabilities of $4.0 million, and the entire balance of the Tax Receivable Agreement liabilities of

$473.2 million on the Consolidated Balance Sheets, which are attributable solely to Ryan Specialty Holdings, Inc. As of

December 31, 2024, Cash and cash equivalents of $27.2 million, Other current assets of $15.4 million, Deferred tax assets

of $448.1 million, Accounts payable and accrued liabilities of $0.9 million, Other non-current liabilities of $2.9 million,

and the entire balance of the Tax Receivable Agreement liabilities of $436.3 million on the Consolidated Balance Sheet

were attributable solely to Ryan Specialty Holdings, Inc.

12. Fair Value Measurements

Accounting standards establish a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair values as

follows:

Level 1: Observable inputs such as quoted prices for identical assets in active markets;

Level 2: Inputs other than quoted prices for identical assets in active markets, that are observable either directly or

indirectly; and

Level 3: Unobservable inputs in which there is little or no market data which requires the use of valuation techniques and

the development of assumptions.

The level in the fair value hierarchy within which the fair value measurement is classified is determined based on the

lowest level of input that is significant to the fair value measure in its entirety.

The carrying amount of financial assets and liabilities reported on the Consolidated Balance Sheets for commissions and

fees receivable – net, other current assets, accounts payable, short-term debt, and other accrued liabilities as of

September 30, 2025 and December 31, 2024, approximate fair value because of the short-term duration of these

instruments. The fair value of long-term debt, including the Term Loan, Senior Secured Notes, the units subject to

mandatory redemption, and any current portion of such debt, was $3,297.1 million and $3,275.1 million as of

September 30, 2025 and December 31, 2024, respectively. The fair value of the Term Loan and Senior Secured Notes

would be classified as Level 2 in the fair value hierarchy and the units subject to mandatory redemption would be classified

as Level 3. See Note 6, Debt, for the carrying values of the Company’s debt.

Derivative Instruments

Deal-Contingent Foreign Currency Forward

The Company entered into the Deal-Contingent Forward to manage the risk of appreciation of the GBP-denominated

purchase price of the Castel acquisition. The fair value of the Deal-Contingent Forward was determined by comparing the

contractual foreign exchange rates to forward market rates for various future dates, probability weighted for when the

acquisition was anticipated to close, and discounted to the valuation date. The lowest level of inputs used that were

significant in determining the fair value were considered Level 3 inputs. See Note 10, Derivatives, for further information

on the Deal-Contingent Forward.

Interest Rate Cap

The Company uses an interest rate cap to manage its exposure to interest rate fluctuations related to the Company’s Term

Loan. The fair value of the interest rate cap is determined using the market standard methodology of discounting the future

expected cash receipts that would occur if variable interest rates rise above the strike rate of the cap. The variable interest

rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived

from observable market interest rate curves and volatilities. The inputs used in determining the fair value of the interest rate

cap are considered Level 2 inputs. See Note 10, Derivatives, for further information on the interest rate cap.

Contingent Consideration

The fair values of contingent consideration and contingently returnable consideration are based on the present value of the

future expected payments to be made to the sellers and to be received from the sellers, respectively, of certain acquired

businesses in accordance with the provisions outlined in the respective purchase agreements, which are Level 3 fair value

measurements. In determining fair value, the Company estimates cash payments and receipts based on management’s

financial projections of the performance of each acquired business relative to the formula specified by each purchase

agreement. The Company utilizes Monte Carlo simulations to evaluate financial projections of each acquired business. The

Monte Carlo models consider forecasted revenue and EBITDA and market risk-adjusted revenue and EBITDA, which are

run through a series of simulations. As of September 30, 2025, the models used risk-free rates, expected volatility, and a

credit spread that ranged from 1.9% to 4.4%, 6.8% to 26.1%, and 0.9% to 3.1%, respectively. As of December 31, 2024,

the models used risk-free rates, expected volatility, and a credit spread that ranged from 3.5% to 5.4%, 6.8% to 18.7%, and

0.7% to 2.6%, respectively. The Company discounts the expected payments created by the Monte Carlo model to present

value using a risk-adjusted rate that takes into consideration the market-based rates of return that reflect the ability of the

acquired entity to achieve its targets. The discount rate ranges used to present value the cash payments were 4.2% to 7.2%

and 5.0% to 6.6% as of September 30, 2025 and December 31, 2024, respectively.

Each period, the Company revalues the contingent consideration and contingently returnable consideration associated with

certain prior acquisitions to their fair value and records the related changes of the fair value in Change in contingent

consideration on the Consolidated Statements of Income. Changes in contingent consideration result from changes in the

assumptions regarding probabilities of successful achievement of related EBITDA and revenue milestones, the estimated

timing in which milestones are achieved, and the discount rate used to estimate the fair value of the liability. Contingent

consideration may change significantly as the Company’s revenue growth rate and EBITDA estimates evolve and

additional data is obtained, impacting the Company’s assumptions. The use of different assumptions and judgments could

result in a materially different estimate of fair value which may have a material impact on the results from operations and

financial position. See Note 3, Mergers and Acquisitions, for further information on contingent consideration.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring

basis by fair value hierarchy input level:


	September 30, 2025			December 31, 2024
	Level 1	Level 2	Level 3	Level 1	Level 2	Level 3
Assets
Interest rate cap	$—	$3,104	$—	$—	$13,936	$—
Contingently returnable consideration	—	—	4,368	—	—	5,483
Liabilities
Contingent consideration	—	—	127,649	—	—	129,059
Total assets and liabilities measured at fair value	$—	$3,104	$132,017	$—	$13,936	$134,542

Contingently returnable consideration of $2.3 million and $1.3 million was recorded in Other current assets on the

Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, respectively. Contingently returnable

consideration of $2.1 million and $4.2 million was recorded in Other non-current assets on the Consolidated Balance

Sheets as of September 30, 2025 and December 31, 2024, respectively. Contingent consideration of $39.2 million and

$48.2 million was recorded in Accounts payable and accrued liabilities on the Consolidated Balance Sheets as of

September 30, 2025 and December 31, 2024, respectively. Contingent consideration of $88.4 million and $80.9 million

was recorded in Other non-current liabilities on the Consolidated Balance Sheets as of September 30, 2025 and

December 31, 2024, respectively.

Level 3 Assets and Liabilities Measured at Fair Value

The following is a reconciliation of the beginning and ending balances of the Level 3 assets and liabilities measured at fair

value:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
Assets
Balance at beginning of period	$5,340	$4,868	$5,483	$—
Newly established assets due to acquisitions	—	—	—	4,868
Total gains (losses) included in earnings	(868)	431	409	431
Total gains (losses) included in OCI	(104)	288	403	288
Settlements	—	—	(1,927)	—
Balance at end of period	$4,368	$5,587	$4,368	$5,587
Liabilities
Balance at beginning of period	$114,627	$44,971	$129,059	$41,902
Newly established liabilities due to acquisitions	—	103,769	45,558	103,769
Total losses included in earnings	13,022	1,391	3,485	8,901
Total losses included in OCI	—	—	21	—
Settlements	—	—	(49,007)	(5,384)
Acquisition measurement period adjustments	—	—	(1,467)	943
Balance at end of period	$127,649	$150,131	$127,649	$150,131

For the nine months ended September 30, 2025, the $1.9 million settlement of contingently returnable consideration is

presented in the financing section of the Consolidated Statements of Cash Flows. For the nine months ended September 30,

2025, $19.4 million and $29.3 million of contingent consideration settlements are presented in the operating and financing

sections, respectively, of the Consolidated Statements of Cash Flows. For the nine months ended September 30, 2024, $5.4

million related to the loss on the settlement of the Deal-Contingent Forward is presented in the operating section of the

Consolidated Statements of Cash Flows.

13. Commitments and Contingencies

Legal – E&O and Other Considerations

As an E&S and Admitted markets intermediary, the Company faces ordinary course of business E&O exposure. The

Company also has potential E&O risk if an insurance carrier with which Ryan Specialty placed coverage denies coverage

for a claim or pays less than the insured believes is the full amount owed. The Company seeks to resolve, through

commercial accommodations, certain matters to limit the economic exposure, including potential legal fees, and

reputational risk created by a disagreement between a carrier and the insured, as well as other E&O matters.

The Company utilizes insurance to provide protection from E&O liabilities that may arise during the ordinary course of

business. Ryan Specialty’s E&O insurance provides aggregate coverage for E&O losses up to $150.0 million in excess of a

per claim retention amount of $5.0 million. The Company periodically determines a range of possible outcomes using the

best available information that relies, in part, on projecting historical claim data into the future. Loss contingencies of $5.2

million and $4.9 million were recorded for outstanding matters as of September 30, 2025 and December 31, 2024,

respectively. Loss contingencies exclude the impact of any loss recoveries. The Company recognized the net impact of the

loss contingencies and any loss recoveries of $0.7 million of expense and a $0.9 million benefit for the three months ended

September 30, 2025 and 2024, respectively, and $4.3 million and $0.8 million of expense for the nine months ended

September 30, 2025 and 2024, respectively, in General and administrative expense on the Consolidated Statements of

Income. The historical claim and commercial accommodation data used to project the current estimates may not be

indicative of future claim activity. Thus, the estimates could change in the future as more information becomes known,

which could materially impact the amounts reported and disclosed herein.

During 2022, the Company placed certain insurance policies through a trading partner with the understanding that the

policies were underwritten by highly rated insurance capital. The policies were instead underwritten by an insurance carrier

that was not considered satisfactory by the Company or the insureds. The Company committed to securing replacement

coverage, to the extent commercially available, from highly rated insurance companies on terms substantially similar to the

insurance coverage originally agreed upon. As a result of this unusual circumstance, the Company has incurred, and may

incur additional, losses arising from the original placements and unpaid covered claims (collectively, the “Replacement

Costs”). The Company has determined that it is probable that it will be exposed to further Replacement Costs on policies

placed with this trading partner.

The Company recognized an estimated loss contingency related to the Replacement Costs of $0.2 million and $0.3 million

as of September 30, 2025 and December 31, 2024, respectively, within Accounts payable and accrued liabilities on the

Consolidated Balance Sheets. During the nine months ended September 30, 2025, the Company collected $21.1 million

from its E&O insurance carriers related to the claim for the Replacement Costs. The Company has also obtained sufficient

evidence that additional recoveries under the claim are probable. A loss recovery of $1.0 million and $20.2 million was

recorded as of September 30, 2025 and December 31, 2024, respectively, in Other current assets on the Consolidated

Balance Sheets. In the aggregate, the loss contingency and related loss recovery resulted in a $2.5 million expense

recognized in 2022 and no further expense related to this matter has been recognized since.

It is at least reasonably possible that the estimate of Replacement Costs will change in the near term due to additional

unpaid covered claims or other damages for losses incurred by our customers. An estimate of these potential losses cannot

be made at this time but could change in the future as more information becomes known.

14. Related Parties

Ryan Investment Holdings

Ryan Investment Holdings, LLC (“RIH”) was formed as an investment holding company designed to aggregate the funds

of Ryan Specialty and Geneva Ryan Holdings, LLC (“GRH”) for investment in Geneva Re Partners, LLC (“GRP”). GRH

was formed as an investment holding company designed to aggregate investment funds of Patrick G. Ryan and other

affiliated investors. Two affiliated investors are LLC Unitholders and directors of the Company, and another is an LLC

Unitholder and employee of the Company. Ryan Specialty does not consolidate GRH as the Company does not have a

direct investment in or variable interest in this entity.

The Company holds a 47% interest in RIH and GRH holds the remaining 53% interest. RIH has a 50% non-controlling

interest in GRP and the other 50% is owned by Nationwide Mutual Insurance Company. GRP wholly owns Geneva Re, Ltd

(“Geneva Re”), a Bermuda-regulated reinsurance company, and GR Bermuda SAC Ltd (the “Segregated Account

Company”). The Segregated Account Company has one segregated account, which is beneficially owned by a third-party

insurance company (the “Third-party Insurer”). RIH is considered a related party variable interest entity under common

control with the Company. The Company is not most closely associated with the variable interest entity and therefore does

not consolidate RIH. The assets of RIH are restricted to settling obligations of RIH, pursuant to Delaware limited liability

company statutes.

The Company is not required to contribute any additional capital to RIH, and its maximum exposure to loss on the equity

method investment is the total invested capital of $47.0 million. The Company may be exposed to losses arising from the

equity method investment as a result of underwriting losses recognized at Geneva Re or losses on Geneva Re’s investment

portfolio. RIH has committed to contribute additional capital to GRP over the next several years. Patrick G. Ryan, through

a trust of which he is the beneficiary and co-trustee, has committed to personally fund any such additional capital

contributions. Any such additional capital contributions under this commitment will not affect the relative ownership of

RIH’s common equity.

Geneva Re

The Company has a service agreement with Geneva Re to provide both administrative services to, as well as disburse

payments for costs directly incurred by, Geneva Re. These direct costs include compensation expenses incurred by

employees of Geneva Re. The Company had $0.1 million and $0.3 million due from Geneva Re under this agreement as of

September 30, 2025 and December 31, 2024, respectively.

Ryan Re Services Agreements with Geneva Re

Ryan Re, a wholly owned subsidiary of the Company, is party to a services agreement with Geneva Re to provide, among

other services, certain underwriting and administrative services to Geneva Re. Ryan Re receives a service fee equal to

115% of the administrative costs incurred by Ryan Re in providing these services to Geneva Re. Revenue earned from

Geneva Re was $0.4 million and $0.3 million for the three months ended September 30, 2025 and 2024, respectively, and

$1.2 million and $1.1 million for the nine months ended September 30, 2025 and 2024, respectively. Receivables due from

Geneva Re under this agreement were $0.4 million and $0.7 million as of September 30, 2025 and December 31, 2024,

respectively.

Ryan Re is party to a services agreement with Geneva Re under which Ryan Re subcontracts certain services to Geneva Re

that are required for the segregated account of the Segregated Account Company on behalf of the Third-party Insurer. The

Company incurred expense of $2.8 million and $2.7 million during the three months ended September 30, 2025 and 2024,

respectively, and $8.2 million and $7.9 million during the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025 and December 31, 2024, the Company had prepaid expenses of $8.3 million and $5.2 million,

respectively, related to this services agreement. The prepaid expenses are included in Other currents assets on the

Consolidated Balance Sheets.

Company Leasing of Corporate Jets

In the ordinary course of its business, the Company charters executive jets for business purposes from Executive Jet

Management (“EJM”), a third-party service provider. Mr. Ryan indirectly owns aircraft that he leases to EJM for EJM’s

charter operations for which he receives remuneration from EJM. The Company pays market rates for chartering aircraft

through EJM, unless the particular aircraft chartered is Mr. Ryan’s, in which case the Company receives a discount below

market rates. Historically, the Company has been able to charter Mr. Ryan’s aircraft and make use of this discount. The

Company recognized expense related to business usage of aircraft of $0.3 million and $0.2 million for the three months

ended September 30, 2025 and 2024, respectively, and $0.5 million and $1.0 million for the nine months ended

September 30, 2025 and 2024, respectively.

15. Income Taxes

The Company is taxed as a corporation for income tax purposes and is subject to federal, state, and local taxes with respect

to its allocable share of any net taxable income from the LLC. The LLC is a limited liability company taxed as a

partnership for income tax purposes, and its taxable income or loss is passed through to its members, including the

Company. The LLC is subject to income taxes on its taxable income in certain foreign countries, in certain state and local

jurisdictions that impose income taxes on partnerships, and on the taxable income of its U.S. corporate subsidiaries.

Effective Tax Rate

The Company’s effective tax rate from continuing operations was (4.70)% and (45.50)% for the three months ended

September 30, 2025 and 2024, respectively, and 26.40% and 7.90% for the nine months ended September 30, 2025 and

2024, respectively. The effective tax rate for the three months ended September 30, 2025, was lower than the 21% statutory

rate primarily as result of the vesting of RSUs, exercising of Stock Options, and the income attributable to the non-

controlling interests. The effective tax rate for the nine months ended September 30, 2025, was higher than the 21%

statutory rate primarily as a result of the non-cash deferred income tax expense from the CCR related to the acquisition of

Velocity, which is described below, offset by a decrease related to the vesting of RSUs, exercising of Stock Options, and

the income attributable to the non-controlling interests. The effective tax rates for the three and nine months ended

September 30, 2024, were lower than the 21% statutory rate primarily as a result of the vesting of RSUs, exercising of

Stock Options, and the income attributable to the non-controlling interests.

The Company does not believe it has any significant uncertain tax positions and therefore has no unrecognized tax benefits

as of September 30, 2025, that, if recognized, would affect the annual effective tax rate. The Company does not anticipate

material changes in unrecognized tax benefits within the next twelve-month period.

Deferred Taxes

The Company reported Deferred tax assets, net of deferred tax liabilities where appropriate, of $318.1 million and $448.3

million as of September 30, 2025 and December 31, 2024, respectively, on the Consolidated Balance Sheets. The decrease

in the Deferred tax assets during the nine months ended September 30, 2025, was primarily the result of the CCR. As of

September 30, 2025, the Company concluded that, based on the weight of all available positive and negative evidence, the

deferred tax assets with respect to the Company’s basis difference in its investment in the LLC are more likely than not to

be realized. As such, no valuation allowance has been recognized against that basis difference.

Common Control Reorganization (CCR)

Subsequent to the acquisition of Velocity, which was acquired by a wholly owned subsidiary of Ryan Specialty Holdings,

Inc., the Company converted Velocity into an LLC (“Velocity LLC”) and transferred Velocity LLC to the LLC. This legal

entity reorganization was considered a transaction between entities under common control. The CCR, inclusive of impacts

from the Velocity measurement period adjustment, resulted in a reduction of deferred tax assets in the Company’s basis

difference in its investment in the LLC of $145.1 million and a non-cash deferred income tax expense of $48.0 million for

the nine months ended September 30, 2025. Additionally, the difference between the carrying value and the fair value of

the investment transferred under common control resulted in an increase of $29.8 million to Non-controlling interests on

the Consolidated Statements of Stockholders’ Equity during the nine months ended September 30, 2025.

Tax Receivable Agreement (TRA)

The Company is party to a TRA with current and certain former LLC Unitholders. The TRA provides for the payment by

the Company to the current and certain former LLC Unitholders of 85% of the net cash savings, if any, in U.S. federal,

state, and local income taxes that the Company actually realizes (or under certain circumstances is deemed to realize) from

(i) certain increases in the tax basis of the assets of the LLC resulting from purchases or exchanges of LLC Common Units

(“Exchange Tax Attributes”), (ii) certain tax attributes of the LLC that existed prior to the IPO (“Pre-IPO M&A Tax

Attributes”), (iii) certain favorable “remedial” partnership tax allocations to which the Company becomes entitled (if any),

and (iv) certain other tax benefits related to the Company entering into the TRA, including certain tax benefits attributable

to payments that the Company makes under the TRA (“TRA Payment Tax Attributes”). The Company recognizes a

liability on the Consolidated Balance Sheets based on the undiscounted estimated future payments under the TRA. The

amounts payable under the TRA will vary depending upon a number of factors, including the amount, character, and timing

of the taxable income of the Company in the future.

Based on current projections, the Company anticipates having sufficient taxable income to be able to realize the benefits

and has recorded Tax Receivable Agreement liabilities of $473.2 million related to these benefits on the Consolidated

Balance Sheets as of September 30, 2025. The following summarizes activity related to the Tax Receivable Agreement

liabilities:


	Exchange Tax Attributes	Pre-IPO M&A Tax Attributes	TRA Payment Tax Attributes	TRA Liabilities
Balance at December 31, 2024	$253,233	$83,415	$99,648	$436,296
Exchange of LLC Common Units	26,173	1,967	8,005	36,145
Accrued interest	—	—	783	783
Balance at September 30, 2025	$279,406	$85,382	$108,436	$473,224

During the nine months ended September 30, 2025 and 2024, increases to the TRA liabilities of $36.1 million and $95.6

million, respectively, due to exchanges of LLC Common Units for Class A common stock were recognized in Additional

paid-in capital on the Consolidated Statements of Stockholders’ Equity. During the nine months ended September 30, 2025

and 2024, increases to the TRA liabilities of $0.8 million and $0.6 million, respectively, due to accrued interest were

recognized in Other non-operating loss (income) on the Consolidated Statements of Income.

Other Comprehensive Income (Loss)

The following table summarizes the tax effects on the components of Other comprehensive income (loss):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
(Gain) loss on interest rate cap	$(237)	$1,022	$(750)	$(1,009)
Gain on interest rate cap reclassified to earnings	513	863	1,456	2,479
Foreign currency translation adjustments	1,313	(2,357)	(5,331)	(2,540)
Change in share of equity method investments’ other comprehensive income (loss)	(85)	52	105	(348)

16. Accumulated Other Comprehensive Income (Loss)

Changes in the balance of Accumulated other comprehensive income (loss), net of tax, were as follows:


	Gain on Interest Rate Cap	Foreign Currency Translation Adjustments	Change in EMI Other Comprehensive Income (Loss)1	Total
Balance at December 31, 2024	$1,435	$(3,010)	$(221)	$(1,796)
Other comprehensive income (loss) before reclassifications	1,414	18,632	(2,909)	17,137
Amounts reclassified to earnings	(3,419)	—	—	(3,419)
Other comprehensive income (loss)	$(2,005)	$18,632	$(2,909)	$13,718
Less: Non-controlling interests	(1,107)	10,151	(1,594)	7,450
Balance at March 31, 2025	$537	$5,471	$(1,536)	$4,472
Other comprehensive income before reclassifications	2,560	27,783	1,575	31,918
Amounts reclassified to earnings	(3,571)	—	—	(3,571)
Other comprehensive income (loss)	$(1,011)	$27,783	$1,575	$28,347
Less: Non-controlling interests	(682)	17,347	799	17,464
Balance at June 30, 2025	$208	$15,907	$(760)	$15,355
Other comprehensive income (loss) before reclassifications	1,637	(9,116)	580	(6,899)
Amounts reclassified to earnings	(3,532)	—	—	(3,532)
Other comprehensive income (loss)	$(1,895)	$(9,116)	$580	$(10,431)
Less: Non-controlling interests	(1,113)	(5,380)	341	(6,152)
Balance at September 30, 2025	$(574)	$12,171	$(521)	$11,076


	Gain on Interest Rate Cap	Foreign Currency Translation Adjustments	Change in EMI Other Comprehensive Income (Loss)1	Total
Balance at December 31, 2023	$4,697	$982	$(2,603)	$3,076
Other comprehensive income (loss) before reclassifications	10,540	(1,024)	3,780	13,296
Amounts reclassified to earnings	(5,735)	—	—	(5,735)
Other comprehensive income (loss)	$4,805	$(1,024)	$3,780	$7,561
Less: Non-controlling interests	2,887	(616)	2,270	4,541
Balance at March 31, 2024	$6,615	$574	$(1,093)	$6,096
Other comprehensive income (loss) before reclassifications	3,840	2,309	(940)	5,209
Amounts reclassified to earnings	(5,700)	—	—	(5,700)
Other comprehensive income (loss)	$(1,860)	$2,309	$(940)	$(491)
Less: Non-controlling interests	(1,116)	1,382	(564)	(298)
Balance at June 30, 2024	$5,871	$1,501	$(1,469)	$5,903
Other comprehensive income (loss) before reclassifications	(6,902)	15,917	(353)	8,662
Amounts reclassified to earnings	(5,827)	—	—	(5,827)
Other comprehensive income (loss)	$(12,729)	$15,917	$(353)	$2,835
Less: Non-controlling interests	(7,397)	9,259	(204)	1,658
Balance at September 30, 2024	$539	$8,159	$(1,618)	$7,080

1Change in share of equity method investments’ other comprehensive income (loss) on the Consolidated Statements of

Comprehensive Income.

17. Segment Reporting

Segment Information

Ryan Specialty is organized as a single operating and reporting segment. The Company’s chief operating decision maker

(“CODM”) is its Chief Executive Officer. The Company has identified its single operating segment utilizing a management

approach that aligns with the manner in which the CODM utilizes the Company’s consolidated financial information for

resource allocation and performance evaluation. Refer to Note 1, Basis of Presentation, for a description of the Company’s

products and services and to Note 2, Revenue from Contracts with Customers, for the disaggregation of revenue by

Specialty.

The CODM utilizes consolidated net income as the primary metric to monitor budget versus actual results, assess the

performance of the business, and make decisions regarding resource allocation. The following table provides information

about the Company’s revenue and includes a reconciliation to net income:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
Net commissions and fees	$739,552	$588,129	$2,256,537	$1,806,264
Fiduciary investment income	15,025	16,565	43,376	45,917
Total revenue	$754,577	$604,694	$2,299,913	$1,852,181

Compensation-related expense1	417,217	343,442	1,268,059	1,057,424
General and administrative expense2	101,827	70,991	287,414	199,583
Other segment items3	38,979	67,500	131,220	171,336

Depreciation and amortization	73,795	41,649	213,975	104,531
Change in contingent consideration	11,968	(365)	(2,833)	813
Interest income	(1,749)	(5,620)	(6,334)	(19,007)
Interest expense	58,093	55,008	175,520	128,923
Income from equity method investments	(4,957)	(4,182)	(15,050)	(13,510)
Other non-operating loss (income)	(402)	16,590	(636)	18,575
Income tax expense (benefit)	(2,797)	(8,962)	65,659	16,155
Net income	$62,603	$28,643	$182,919	$187,358

1 Compensation-related expense includes salaries, commissions, bonus compensation, benefits, payroll taxes, and

contractor costs, and excludes equity-based compensation expense, acquisition, and restructuring related expenses.

2 General and administrative expense includes travel and entertainment, professional services, occupancy, IT related costs,

and other operating costs, and excludes acquisition and restructuring related expenses.

3 Other segment items include equity-based compensation expense, and acquisition and restructuring related compensation

and general and administrative expenses.

Geographic Information

Revenue is primarily recognized based on the country in which the services are performed. The below table illustrates the

geographic regions for the Company’s revenue:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
United States	$717,400	$575,875	$2,167,988	$1,777,581
Foreign	37,177	28,819	131,925	74,600
Total revenue	$754,577	$604,694	$2,299,913	$1,852,181

The Company did not have material revenue from operations in any individual foreign country for the three and nine

months ended September 30, 2025 or 2024. Asset information is not presented to the CODM. Substantially all of the

Company’s tangible long-lived assets are located in the United States; therefore, geographic information for long-lived

assets is not presented.

18. Supplemental Financial Information

Interest Income

The Company earned interest income of $1.7 million and $5.6 million during the three months ended September 30, 2025

and 2024, respectively, and $6.3 million and $19.0 million during the nine months ended September 30, 2025 and 2024,

respectively, on its operating Cash and cash equivalents. Interest income is recognized in Interest expense, net on the

Consolidated Statements of Income.

Supplemental Cash Flow Information

The following represents the supplemental cash flow information of the Company:


	Nine Months Ended September 30,
	2025	2024
Cash paid for:
Interest, net1	$169,708	$100,162
Income taxes, net of refunds	8,705	24,641
Non-cash investing and financing activities:
Non-controlling interest holders’ tax distributions declared but unpaid	$—	$1,137
Tax Receivable Agreement liabilities	36,145	95,583
Dividend Equivalents and Declared Distributions liabilities	1,518	3,586
Contingently returnable consideration	—	4,868
Contingent consideration liabilities	44,091	103,769

1 Interest paid is presented net of $12.0 million and $19.7 million of cash received in connection with the Company’s

interest rate cap for the nine months ended September 30, 2025 and 2024, respectively. See Note 10, Derivatives, for

further information on the interest rate cap.

Equity Method Investment

On May 1, 2025, the Company acquired a 9.9% interest in Velocity Specialty Insurance Company (“VSIC”), an insurance

carrier writing middle market and small to medium business risks in catastrophe exposed areas, for $16.6 million. The

Company accounts for its investment in VSIC under the equity method of accounting, as the Company has the ability to

exercise significant influence over VSIC primarily through board representation.

19. Subsequent Events

The Company has evaluated subsequent events through October 31, 2025, and has concluded that no events have occurred

that require disclosure other than the events listed below.

On October 27, 2025, the Company entered into a definitive agreement to acquire Stewart Specialty Risk Underwriting

Ltd., an MGU specializing in underwriting large-account, high-hazard property and casualty solutions, based in Toronto,

Canada. This acquisition is expected to close during the fourth quarter of 2025.

On October 30, 2025, the Company’s Board of Directors approved a quarterly cash dividend of $0.12 per share of

outstanding Class A common stock. The quarterly dividend will be payable on November 25, 2025, to shareholders of

record of Class A common stock as of the close of business on November 11, 2025. Any future dividends will be subject to

the approval of the Company’s Board of Directors.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

The following discussion and analysis summarizes the significant factors affecting the consolidated operating results,

financial condition, liquidity, and cash flows of the Company as of and for the periods presented below. The following

discussion and analysis should be read in conjunction with our Consolidated Financial Statements and the related notes

included elsewhere in this Quarterly Report on Form 10-Q and in the Annual Report on Form 10-K for the year ended

December 31, 2024, which was filed with the SEC on February 21, 2025. The discussion contains forward-looking

statements that are based on the beliefs of management, as well as assumptions made by, and information currently

available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking

statements as a result of various factors, including those discussed below and in our Annual Report on Form 10-K,

particularly in the sections entitled “Risk Factors” and “Information Concerning Forward-Looking Statements.”

The following discussion provides commentary on the financial results derived from our unaudited financial statements for

the three and nine months ended September 30, 2025 and 2024, prepared in accordance with U.S. GAAP. In addition, we

regularly review the following Non-GAAP measures when assessing performance: Organic revenue growth rate, Adjusted

compensation and benefits expense, Adjusted compensation and benefits expense ratio, Adjusted general and

administrative expense, Adjusted general and administrative expense ratio, Adjusted EBITDAC, Adjusted EBITDAC

margin, Adjusted net income, Adjusted net income margin, and Adjusted diluted earnings per share. See “Non-GAAP

Financial Measures and Key Performance Indicators” for further information.

Overview

Founded by Patrick G. Ryan in 2010, we are a service provider of specialty products and solutions for insurance brokers,

agents, and carriers. We provide distribution, underwriting, product development, administration, and risk management

services by acting predominantly as a wholesale broker and a managing underwriter or a program administrator with

delegated authority from insurance carriers. Our mission is to provide industry-leading innovative specialty insurance

solutions for insurance brokers, agents, and carriers.

For retail insurance agents and brokers, we assist in the placement of complex or otherwise hard-to-place risks. For

insurance and reinsurance carriers, we predominantly work with retail and wholesale insurance brokers to source, onboard,

underwrite, and service these same types of risks. A significant majority of the premiums we place are bound in the E&S

market, which includes Lloyd’s of London. There is often significantly more flexibility in terms, conditions, and rates in

the E&S market relative to the Admitted or “standard” insurance market. We believe that the additional freedom to craft

bespoke terms and conditions in the E&S market allows us to best meet the needs of our trading partners, provide unique

solutions, and drive innovation. We believe our success has been achieved by providing best-in-class intellectual capital,

leveraging our trusted and long-standing relationships, and developing differentiated solutions at a scale unmatched by

many of our competitors.

Significant Events and Transactions

Corporate Structure

We are a holding company and our sole material asset is a controlling equity interest in New LLC, which is also a holding

company and its sole material asset is a controlling equity interest in the LLC. The Company operates and controls the

business and affairs of, and consolidates the financial results of, the LLC through New LLC. We conduct our business

through the LLC. As the LLC is substantively the same as New LLC, for the purpose of this discussion we will refer to

both New LLC and the LLC as the “LLC.”

The LLC is a limited liability company taxed as a partnership for income tax purposes, and its taxable income or loss is

passed through to its members, including the Company. The LLC is subject to income taxes on its taxable income in certain

foreign countries, in certain state and local jurisdictions that impose income taxes on partnerships, and on the taxable

income of its U.S. corporate subsidiaries. As a result of our ownership of LLC Common Units, we are subject to U.S.

federal, state, and local income taxes with respect to our allocable share of any taxable income of the LLC and are taxed at

the prevailing corporate tax rates. We intend to cause the LLC to make distributions in an amount that is at least sufficient

to allow us to pay our tax obligations and operating expenses, including distributions to fund any ordinary course payments

due under the Tax Receivable Agreement. See “Liquidity and Capital Resources - Tax Receivable Agreement” for

additional information about the TRA.

Acquisitions

On February 3, 2025, the Company completed the acquisition of Velocity Risk Underwriters, LLC (“Velocity”), an MGU

specializing in first-party insurance coverage for catastrophe exposed properties, based in Nashville, Tennessee.

On May 1, 2025, the Company completed the acquisition of USQRisk Holdings, LLC (“USQ”), a company that

underwrites, structures, prices, and places specialty insurance for corporate clients seeking bespoke, multi-year risk

solutions based in New York and London.

On May 16, 2025, the Company completed the acquisition of 360° Underwriting (“360”), an MGU specializing in

commercial construction, based in Dublin and Galway, Ireland.

On July 1, 2025, the Company completed the acquisition of certain assets of J.M. Wilson Corporation (“JM Wilson”), a

binding authority and surplus lines broker specializing in transportation insurance, headquartered in Portage, Michigan.

On October 27, 2025, the Company entered into a definitive agreement to acquire Stewart Specialty Risk Underwriting

Ltd., an MGU specializing in underwriting large-account, high-hazard property and casualty solutions, based in Toronto,

Canada. This acquisition is expected to close during the fourth quarter of 2025.

Key Factors Affecting Our Performance

Our historical financial performance has been, and we expect our financial performance in the future to be, driven by our

ability to:

Pursue Strategic Acquisitions

We have successfully integrated businesses complementary to our own to increase both our distribution reach and our

product and service capabilities. We continuously evaluate acquisitions and intend to further pursue targeted acquisitions

that complement our product and service capabilities or provide us access to new markets. We have previously made, and

intend to continue to make, acquisitions with the objective of enhancing our human capital and product and service

capabilities, entering natural adjacencies, and expanding our geographic presence. Our ability to successfully pursue

strategic acquisitions is dependent upon a number of factors, including sustained execution of a disciplined and selective

acquisition strategy which requires acquisition targets to have a cultural and strategic fit, competition for these assets,

purchase price multiples that we deem appropriate and our ability to effectively integrate targeted companies or assets and

grow our business. We do not have agreements or commitments for any material acquisitions at this time.

Deepen and Broaden our Relationships with Retail Broker Trading Partners

We have deep engagement with our retail broker trading partners, and we believe we have the ability to transact in even

greater volume with nearly all of them. For example, in 2024, our revenue derived from the Top 100 firms (as ranked by

Business Insurance) expanded faster than our Organic revenue growth rate of 12.8%. Our ability to deepen and broaden

relationships with our retail broker trading partners and increase sales is dependent upon a number of factors, including

client satisfaction with our distribution reach and our product capabilities, retail brokers continuing to require or desire our

services, competition, pricing, economic conditions, and spending on our product offerings.

Build Our Delegated Authority Business

We believe there is substantial opportunity to continue to grow our Delegated Authority business, which includes both our

Binding Authority Specialty and Underwriting Management Specialty. We believe that both M&A consolidation and panel

consolidation are in nascent stages for Binding Authority. We believe that both M&A consolidation and the use and

reliance on scaled delegated Underwriting Management will continue to grow. Our ability to grow this business is

dependent upon a number of factors, including a continuing ability to secure sufficient capital support from insurers, the

quality of our services and product offerings, marketing and sales efforts to drive new business prospects and execution,

new product offerings, the pricing and quality of our competitors’ offerings, and the growth in demand for the insurance

products.

Invest in Operations and Growth

We have invested heavily in building a durable business that is able to adapt to the continuously evolving specialty and

E&S markets and intend to continue to do so. We are focused on enhancing the breadth of our product and service

offerings as well as developing and launching new solutions to address the evolving needs of the specialty insurance

industry and markets. Our future success is dependent upon a number of factors, including our ability to successfully

develop, market, and sell existing and new products and services to both new and existing trading partners. We will

continue to prioritize strategic investments that support revenue growth such as investments in talent, de novo formations,

product innovation and solutions, M&A, and technology in order to maximize long-term value creation, which could have

a short-term margin impact.

Generate Commission Regardless of the State of the Specialty and E&S Markets

We earn commissions, which are calculated as a percentage of the total insurance policy premium, and fees. Changes in the

insurance market or specialty lines that are our focus, characterized by a period of increasing (or declining) premium rates,

could positively (or negatively) impact our profitability.

Managing Changing Macroeconomic Conditions

Growth in certain lines of business, such as project-based construction and M&A transactional liability insurance, is

partially dependent on a variety of macroeconomic factors inasmuch as binding the underlying insurance coverage is

subject to the underlying activity occurring. In periods of economic growth and liquid credit markets, this underlying

activity can accelerate and provide tailwinds to our growth. In periods of economic decline and tight credit markets, this

underlying activity can slow or be delayed and provide headwinds to our growth. We believe over the long term these lines

of business will continue to grow.

Leverage the Growth of the Specialty and E&S Markets

The growing relevance of the specialty and E&S markets have been driven by the rapid emergence and sustained

prevalence of large, complex, high-hazard, and otherwise hard-to-place risks across many lines of insurance. This trend

continued in 2024, with $110 billion of insured catastrophe losses, driven by over $50 billion of insured losses related to

severe convective storms (“SCS”) with 17 SCS events that caused losses in excess of $1 billion, which together accounted

for the second-highest annual total for insured losses on record for SCS events. The year also included ice storms across the

country and continued wildfire-related losses. In addition to the SCS events, Hurricanes Helene and Milton caused over

$35 billion in insured losses. Additionally, these risks include the potential for more severe hurricanes that occur with

greater frequency, more devastating wildfires, more frequent flooding, escalating jury verdicts and social inflation,

geographic shifts in population density, a proliferation of cyber threats, novel health risks, risks associated with large sports

and entertainment venues, building and labor cost inflation relative to insured value, and the transformation of the economy

to a “digital first” mode of doing business. We believe that as the complexity of the specialty and E&S markets continues

to escalate, wholesale brokers and managing underwriters that do not have sufficient scale, or the financial and intellectual

capital to invest in the required specialty capabilities, will struggle to compete effectively. This will further the trend of

market share consolidation among the wholesale firms that do have these capabilities. We will continue to invest in our

intellectual capital to innovate and offer custom solutions and products to better address these evolving market

fundamentals.

Although we believe this growth will continue, we recognize that the growth of the specialty and E&S markets might not

be linear as risks can and do shift between the E&S, including the specialty market, and non-E&S markets as market

factors change and evolve. For example, we benefited from a rapid increase in both the flow of property risks into the

wholesale channel and the premium rate charged for those risks in 2023 and the first half of 2024 as the frequency and

severity of catastrophe losses, attritional losses and secondary perils such as severe convective storms, economic inflation,

concentration of exposures, higher retentions of risk, and higher reinsurance costs applied pressure to insurers and capacity

tightened. In the second half of 2024 and through the first nine months of 2025, the specialty and E&S markets experienced

a shift in these trends as insurance capacity for these property risks increased, which resulted in a decline in property

premium rates. We believe these factors have created opportunities for retailers to place property coverage directly in the

specialty and E&S markets, and we believe the market dynamics exist for these factors to potentially continue through the

end of 2025.

Components of Results of Operations

Revenue

Net Commissions and Fees

Net commissions and fees are derived primarily from our three Specialties and are paid for our role as an intermediary in

facilitating the placement of coverage in the insurance distribution chain. Net commissions and policy fees are generally

calculated as a percentage of the total insurance policy premium placed, although fees can often be a fixed amount

irrespective of the premium, and we also receive supplemental commissions based on the volume placed or profitability of

a book of business. We share a portion of these net commissions and policy fees with the retail insurance broker and

recognize revenue on a net basis. Additionally, carriers may also pay us a contingent commission or volume-based

commission, both of which represent forms of contingent or supplemental consideration associated with the placement of

coverage and are based primarily on underwriting results, but may also contain considerations for only volume, growth,

and/or retention. Although we have compensation arrangements called contingent commissions in all three Specialties that

are based in whole or in part on the underwriting performance, we do not take any direct insurance risk other than through

our equity method investments in Geneva Re through Ryan Investment Holdings, LLC and Velocity Specialty Insurance

Company (“VSIC”). We also receive loss mitigation and other fees, some of which are not dependent on the placement of a

risk.

In our Wholesale Brokerage and Binding Authority Specialties, we generally work with retail insurance brokers to secure

insurance coverage for their clients, who are the ultimate insured party. Our Wholesale Brokerage and Binding Authority

Specialties generate revenues through commissions and fees from clients, as well as through supplemental commissions,

which may be contingent commissions or volume-based commissions from carriers. Commission rates and fees vary

depending upon several factors, which may include the amount of premium, the type of insurance coverage provided, the

particular services provided to a client or carrier, and the capacity in which we act. Payment terms are consistent with

current industry practice.

In our Underwriting Management Specialty, we utilize delegated authority granted to us by carriers and we generally work

with retail insurance brokers and often other wholesale brokers to secure insurance coverage for the ultimate insured party.

Our Underwriting Management Specialty generates revenues through commissions and fees from clients and through

contingent commissions from carriers. Commission rates and fees vary depending upon several factors including the

premium, the type of coverage, and additional services provided to the client. Payment terms are consistent with current

industry practice.

Fiduciary Investment Income

Fiduciary investment income consists of interest earned on insurance premiums and surplus lines taxes that are held in a

fiduciary capacity, in cash and cash equivalents, until disbursed.

Expenses

Compensation and Benefits

Compensation and benefits is our largest expense. It consists of (i) salary, incentives and benefits to employees, and

commissions to our producers and (ii) equity-based compensation associated with the grants of awards to employees,

executive officers, and directors. We operate in competitive markets for human capital and we need to maintain

competitive compensation levels in order to maintain and grow our talent base.

General and Administrative

General and administrative expense includes travel and entertainment expenses, office expenses, accounting, foreign

exchange, legal, insurance and other professional fees, and other costs associated with our operations. Our occupancy-

related costs and professional services expenses, in particular, generally increase or decrease in relative proportion to the

number of our employees and the overall size and scale of our business operations.

Amortization

Amortization expense consists primarily of amortization related to intangible assets we acquired in connection with our

acquisitions. Intangible assets consist of customer relationships, trade names, and internally developed software.

Interest Expense, Net

Interest expense, net consists of interest payable on indebtedness, amortization of the Company’s interest rate cap, imputed

interest on contingent consideration, and amortization of deferred debt issuance costs, offset by interest income on the

Company’s Cash and cash equivalents balances and payments received in relation to the interest rate cap.

Other Non-Operating Loss (Income)

For the nine months ended September 30, 2025, Other non-operating loss (income) consisted of seller reimbursement of

acquisition-related retention incentives, sublease income, and forfeitures of vested equity awards offset by TRA contractual

interest and related charges. For the nine months ended September 30, 2024, Other non-operating loss (income) consisted

of expense related to term loan modifications and TRA contractual interest and related charges offset by sublease income.

Results of Operations

Below is a summary table of the financial results and Non-GAAP measures that we find relevant to our business

operations:


	Three Months Ended September 30,		Change		Nine Months Ended September 30,		Change
(in thousands, except percentages and per share data)	2025	2024	$	%	2025	2024	$	%
Revenue
Net commissions and fees	$739,552	$588,129	$151,423	25.7 %	$2,256,537	$1,806,264	$450,273	24.9 %
Fiduciary investment income	15,025	16,565	(1,540)	(9.3)	43,376	45,917	(2,541)	(5.5)
Total revenue	$754,577	$604,694	$149,883	24.8 %	$2,299,913	$1,852,181	$447,732	24.2 %
Expenses
Compensation and benefits	440,434	393,249	47,185	12.0	1,355,995	1,180,825	175,170	14.8
General and administrative	117,589	88,684	28,905	32.6	330,698	247,518	83,180	33.6
Amortization	70,188	39,182	31,006	79.1	204,841	97,711	107,130	NM
Depreciation	3,607	2,467	1,140	46.2	9,134	6,820	2,314	33.9
Change in contingent consideration	11,968	(365)	12,333	NM	(2,833)	813	(3,646)	NM
Total operating expenses	$643,786	$523,217	$120,569	23.0 %	$1,897,835	$1,533,687	$364,148	23.7 %
Operating income	$110,791	$81,477	$29,314	36.0 %	$402,078	$318,494	$83,584	26.2 %
Interest expense, net	56,344	49,388	6,956	14.1	169,186	109,916	59,270	53.9
(Income) from equity method investments	(4,957)	(4,182)	(775)	18.5	(15,050)	(13,510)	(1,540)	11.4
Other non-operating loss (income)	(402)	16,590	(16,992)	NM	(636)	18,575	(19,211)	NM
Income before income taxes	$59,806	$19,681	$40,125	NM	$248,578	$203,513	$45,065	22.1 %
Income tax expense (benefit)	(2,797)	(8,962)	6,165	(68.8)	65,659	16,155	49,504	NM
Net income	$62,603	$28,643	$33,960	118.6 %	$182,919	$187,358	$(4,439)	(2.4) %
GAAP financial measures
Total revenue	$754,577	$604,694	$149,883	24.8 %	$2,299,913	$1,852,181	$447,732	24.2 %
Net commissions and fees	739,552	588,129	151,423	25.7	2,256,537	1,806,264	450,273	24.9
Compensation and benefits	440,434	393,249	47,185	12.0	1,355,995	1,180,825	175,170	14.8
General and administrative	117,589	88,684	28,905	32.6	330,698	247,518	83,180	33.6
Net income	62,603	28,643	33,960	118.6	182,919	187,358	(4,439)	(2.4)
Compensation and benefits expense ratio (1)	58.4 %	65.0 %			59.0 %	63.8 %
General and administrative expense ratio (2)	15.6 %	14.7 %			14.4 %	13.4 %
Net income margin (3)	8.3 %	4.7 %			8.0 %	10.1 %
Earnings per share (4)	$0.24	$0.15			$0.44	$0.67
Diluted earnings per share (4)	$0.20	$0.09			$0.41	$0.59
Non-GAAP financial measures*
Organic revenue growth rate	15.0 %	11.8 %			11.4 %	13.3 %
Adjusted compensation and benefits expense	$417,217	$343,442	$73,775	21.5%	$1,268,059	$1,057,424	$210,635	19.9%
Adjusted compensation and benefits expense ratio	55.3 %	56.8 %			55.1 %	57.1 %
Adjusted general and administrative expense	$101,827	$70,991	$30,836	43.4%	$287,414	$199,583	$87,831	44.0%
Adjusted general and administrative expense ratio	13.5 %	11.7 %			12.5 %	10.8 %
Adjusted EBITDAC	$235,533	$190,261	$45,272	23.8%	$744,440	$595,174	$149,266	25.1%
Adjusted EBITDAC margin	31.2 %	31.5 %			32.4 %	32.1 %
Adjusted net income	$131,704	$113,633	$18,071	15.9%	$424,225	$369,604	$54,621	14.8%
Adjusted net income margin	17.5 %	18.8 %			18.4 %	20.0 %
Adjusted diluted earnings per share	$0.47	$0.41	$0.06	14.6%	$1.52	$1.34	$0.18	13.4%

NM represents “Not Meaningful.”

(1)Compensation and benefits expense ratio is defined as Compensation and benefits expense divided by Total revenue.

(2)General and administrative expense ratio is defined as General and administrative expense divided by Total revenue.

(3)Net income margin is defined as Net income divided by Total revenue.

(4)See “Note 9, Earnings Per Share” of the unaudited quarterly consolidated financial statements for further discussion of

how these metrics are calculated.

*These measures are Non-GAAP. Please refer to the section entitled “Non-GAAP Financial Measures and Key

Performance Indicators” below for definitions and reconciliations to the most directly comparable GAAP measure.

Comparison of the Three Months Ended September 30, 2025 and 2024

Revenue

Total Revenue

Total revenue increased by $149.9 million, or 24.8%, from $604.7 million to $754.6 million for the three months ended

September 30, 2025, as compared to the same period in the prior year. The following were the principal drivers of the

increase:

•$85.7 million, or 14.2%, of the period-over-period change in Total revenue was due to organic revenue growth.

Organic revenue growth represents the change in Net commissions and fees revenue, as compared to the same

period for the year prior, adjusted for Net commissions and fees attributable to recent acquisitions during the

first twelve months of Ryan Specialty’s ownership, and other adjustments such as the removal of the impact of

contingent commissions and the impact of changes in foreign exchange rates. In aggregate, our net commission

rates were consistent period-over-period. Also, we grew our client relationships, in aggregate, within each of

our three Specialties. The growth of these relationships is due to the combination of a growing specialty and

E&S markets and winning new business from competitors. We experienced growth across the majority of our

casualty lines and moderate growth across our property portfolio. The growth in our property portfolio revenue

was driven by new business generation offset by a continued decline in rates and retailers realizing additional

opportunity to place coverage directly in the specialty and E&S markets. Growth in the quarter was balanced

across our three Specialties, driven by an increase in the flow of risks into the specialty and E&S markets;

•$55.3 million, or 9.1%, of the period-over-period change in Total revenue was due to acquisitions during their

first twelve months of ownership by the Company. Acquisition revenue was offset by a $0.4 million decline in

revenue period-over-period relating to the sale of a small non-subscription workers compensation book of

business at the end of 2024;

•$10.4 million, or 1.7%, of the period-over-period change in Total revenue was due to contingent commissions

and the impact of foreign exchange rates on the Company’s Net commissions and fees; and

•A decline of $1.5 million, or 0.2%, of the period-over-period change in Total revenue was due to a decrease in

Fiduciary investment income, caused by a decline in interest rates compared to the prior year period.


	Three Months Ended September 30,
(in thousands, except percentages)	2025	% of total	2024	% of total	Change
Wholesale Brokerage	$376,788	50.9 %	$346,666	58.9 %	$30,122	8.7 %
Binding Authority	89,636	12.1	76,497	13.0	13,139	17.2
Underwriting Management	273,128	37.0	164,966	28.1	108,162	65.6
Total Net commissions and fees	$739,552		$588,129		$151,423	25.7 %

Wholesale Brokerage net commissions and fees increased by $30.1 million, or 8.7%, period-over-period, primarily due to

organic growth within the Specialty for the quarter and contributions from the JM Wilson acquisition.

Binding Authority net commissions and fees increased by $13.1 million, or 17.2%, period-over-period, primarily due to

strong organic growth within the Specialty for the quarter as well as an increase in contingent commissions and

contributions from the JM Wilson acquisition.

Underwriting Management net commissions and fees increased by $108.2 million, or 65.6%, period-over-period, primarily

due to organic growth within the Specialty for the quarter, inclusive of an increase in revenue from transactional business,

contributions from the US Assure, Greenhill, Ethos P&C, EverSports, Geo, Innovisk, Velocity, 360, and USQ acquisitions,

and an increase in contingent commissions.

The following table sets forth our revenue by type of commission and fees:


	Three Months Ended September 30,
(in thousands, except percentages)	2025	% of total	2024	% of total	Change
Net commissions and policy fees	$672,942	91.0 %	$555,282	94.4 %	$117,660	21.2 %
Supplemental and contingent commissions	29,782	4.0	20,455	3.5	9,327	45.6
Loss mitigation and other fees	36,828	5.0	12,392	2.1	24,436	197.2
Total Net commissions and fees	$739,552		$588,129		$151,423	25.7 %

Net commissions and policy fees grew 21.2%, in line with the overall net commissions and fee revenue growth of 25.7%,

for the three months ended September 30, 2025, as compared to the same period in the prior year. The main drivers of this

growth continue to be the acquisition of new business and expansion of ongoing client relationships in response to the

increasing demand for new, complex specialty and E&S products as well as the inflow of risks from the Admitted market

into the specialty and E&S markets and an increase in the premium rate for risks placed, as well as contributions from

recent acquisitions. In aggregate, we experienced stable commission rates period-over-period.

Supplemental and contingent commissions increased 45.6% period-over-period driven by the performance of risks placed

on eligible business earning profit-based or volume-based commissions as well as contributions from recent acquisitions.

Loss mitigation and other fees increased 197.2% period-over-period primarily due to increased capital markets activity, an

increase in transactional business, captive management and other risk management service fees from the placement of

alternative risk insurance solutions as well as contributions from recent acquisitions.

Expenses

Compensation and Benefits

Compensation and benefits expense increased by $47.2 million, or 12.0%, from $393.2 million to $440.4 million for the

three months ended September 30, 2025, compared to the same period in 2024. The following were the principal drivers of

this increase:

•$56.5 million of the increase was driven by (i) the addition of 1,065 employees compared to the same period

in the prior year, inclusive of acquired employees, and (ii) growth in the business. Overall headcount

increased to 5,982 full-time employees as of September 30, 2025, from 4,917 as of September 30, 2024;

•Commissions increased $17.2 million, or 10.4%, period-over-period, driven by the 8.7% increase in

Wholesale Brokerage and 17.2% increase in Binding Authority Net commissions and fees;

•The increases were partially offset by a $12.3 million decrease in Equity-based compensation and Initial

public offering related expense associated with the reversal of certain executive performance-based awards’

expense in the quarter as well as the natural runoff of Initial public offering related expense as awards

continue to vest;

•A $8.5 million decrease from Acquisition-related expense and Acquisition related long-term incentive

compensation related to recently completed acquisitions; and

•A $5.7 million decline in Restructuring and related expense due to the completion of the ACCELERATE

2025 program at the end of 2024.

The net impact of revenue growth and the factors above resulted in a Compensation and benefits expense ratio decrease of

6.6% from 65.0% to 58.4% period-over-period.

In general, we expect to continue experiencing a rise in commissions, salaries, incentives, and benefits expense

commensurate with our expected growth in business volume, revenue, and headcount.

General and Administrative

General and administrative expense increased by $28.9 million, or 32.6%, from $88.7 million to $117.6 million for the

three months ended September 30, 2025, as compared to the same period in the prior year. The following were the

principal drivers of this increase:

•$23.0 million of increased professional services and IT charges associated with ongoing technology and data

initiatives as well as costs directly linked to revenue growth in the period and recruiter fees; and

•$11.0 million was driven by growth in the business. Such expenses incurred to accommodate both organic and

inorganic revenue growth include travel and entertainment, occupancy, insurance, and foreign exchange.

•The increase was partially offset by a $5.1 million decline in Restructuring and related expense due to the

completion of the ACCELERATE 2025 program at the end of 2024.

The net impact of revenue growth and the factors listed above resulted in a General and administrative expense ratio

increase of 0.9% from 14.7% to 15.6% period-over-period.

Amortization

Amortization expense increased by $31.0 million from $39.2 million to $70.2 million for the three months ended

September 30, 2025, compared to the same period in the prior year. The main driver of the increase was the amortization of

intangible assets from recent acquisitions. Our intangible assets increased by $267.2 million period-over-period.

Interest Expense, Net

Interest expense, net increased $7.0 million, or 14.1%, from $49.4 million to $56.3 million for the three months ended

September 30, 2025, compared to the same period in the prior year. The main driver of the increase in Interest expense, net

for the three months ended September 30, 2025, was an increase in debt from recent acquisition activity.

Other Non-Operating Loss (Income)

Other non-operating loss (income) decreased by $17.0 million to income of $0.4 million for the three months ended

September 30, 2025, as compared to a loss of $16.6 million in the same period in the prior year. For the three months ended

September 30, 2025, Other non-operating loss (income) consisted of $0.3 million of forfeitures of vested equity awards,

$0.2 million of seller reimbursement of acquisition-related retention incentives, and $0.2 million of sublease income offset

by $0.4 million of TRA contractual interest and related charges. For the three months ended September 30, 2024, Other

non-operating loss (income) consisted of $16.2 million of term loan modification expense and $0.5 million of TRA

contractual interest and related charges offset by $0.1 million of sublease income.

Income Before Income Taxes

Income before income taxes increased $40.1 million from $19.7 million to $59.8 million for the three months ended

September 30, 2025, compared to the same period in the prior year as a result of the factors described above.

Income Tax Expense (Benefit)

Income tax expense (benefit) decreased $6.2 million from a benefit of $9.0 million to a benefit of $2.8 million for the three

months ended September 30, 2025, compared to the same period in the prior year primarily as a result of an increase in pre-

tax book income.

Net Income

Net income increased $34.0 million from $28.6 million to $62.6 million for the three months ended September 30, 2025,

compared to the same period in the prior year as a result of the factors described above.

Comparison of the Nine Months Ended September 30, 2025 and 2024

Revenue

Total Revenue

Total revenue increased by $447.7 million, or 24.2%, from $1,852.2 million to $2,299.9 million for the nine months ended

September 30, 2025, as compared to the same period in the prior year. The following were the principal drivers of the

increase:

•$211.0 million, or 11.4%, of the period-over-period change in Total revenue was due to acquisitions during

their first twelve months of ownership by the Company. Acquisition revenue was offset by a $1.2 million

decline in revenue period-over-period relating to the sale of a small non-subscription workers compensation

book of business at the end of 2024;

•$200.5 million, or 10.8%, of the period-over-period change in Total revenue was due to organic revenue

growth. Organic revenue growth represents the change in Net commissions and fees revenue, as compared to

the same period for the year prior, adjusted for Net commissions and fees attributable to recent acquisitions

during the first twelve months of Ryan Specialty’s ownership, and other adjustments such as the removal of the

impact of contingent commissions and the impact of changes in foreign exchange rates. In aggregate, our net

commission rates were consistent period-over-period. Also, we grew our client relationships, in aggregate,

within each of our three Specialties. The growth of these relationships is due to the combination of a growing

specialty and E&S markets and winning new business from competitors. We experienced growth across the

majority of our casualty lines and moderate growth across our property portfolio. The growth in our property

portfolio revenue was driven by new business generation offset by a continued decline in rates and retailers

realizing additional opportunity to place coverage directly in the specialty and E&S markets. Growth in the

quarter was balanced across our three Specialties, driven by an increase in the flow of risks into the specialty

and E&S markets;

•$38.7 million, or 2.1%, of the period-over-period change in Total revenue was due to contingent commissions

and the impact of foreign exchange rates on the Company’s Net commissions and fees; and

•A decline of $2.5 million, or 0.1%, of the period-over-period change in Total revenue was due to a decrease in

Fiduciary investment income, caused by a decline in interest rates compared to the prior-year period.


	Nine Months Ended September 30,
(in thousands, except percentages)	2025	% of total	2024	% of total	Change
Wholesale Brokerage	$1,214,741	53.8 %	$1,114,240	61.7 %	$100,501	9.0 %
Binding Authority	286,110	12.7	245,762	13.6	40,348	16.4
Underwriting Management	755,686	33.5	446,262	24.7	309,424	69.3
Total Net commissions and fees	$2,256,537		$1,806,264		$450,273	24.9 %

Wholesale Brokerage net commissions and fees increased by $100.5 million, or 9.0%, period-over-period, primarily due to

organic growth within the Specialty for the period as well as an increase in contingent commissions and contributions from

the JM Wilson acquisition.

Binding Authority net commissions and fees increased by $40.3 million, or 16.4%, period-over-period, primarily due to

strong organic growth within the Specialty for the period as well as an increase in contingent commissions and

contributions from the JM Wilson acquisition.

Underwriting Management net commissions and fees increased by $309.4 million, or 69.3%, period-over-period, primarily

due to organic growth within the Specialty for the period, inclusive of an increase in transactional business, contributions

from the Castel, US Assure, Greenhill, Ethos P&C, EverSports, Geo, Innovisk, Velocity, 360, and USQ acquisitions, and

an increase in contingent commissions.

The following table sets forth our revenue by type of commission and fees:


	Nine Months Ended September 30,
(in thousands, except percentages)	2025	% of total	2024	% of total	Change
Net commissions and policy fees	$2,083,983	92.4 %	$1,706,781	94.5 %	$377,202	22.1 %
Supplemental and contingent commissions	103,185	4.6	58,618	3.2	44,567	76.0
Loss mitigation and other fees	69,369	3.0	40,865	2.3	28,504	69.8
Total Net commissions and fees	$2,256,537		$1,806,264		$450,273	24.9 %

Net commissions and policy fees grew 22.1%, in line with the overall net commissions and fee revenue growth of 24.9%,

for the nine months ended September 30, 2025, as compared to the same period in the prior year. The main drivers of this

growth continue to be the acquisition of new business and expansion of ongoing client relationships in response to the

increasing demand for new, complex specialty and E&S products as well as the inflow of risks from the Admitted market

into the specialty and E&S markets and an increase in the premium rate for risks placed, as well as contributions from

recent acquisitions. In aggregate, we experienced stable commission rates period-over-period.

Supplemental and contingent commissions increased 76.0% period-over-period driven by the performance of risks placed

on eligible business earning profit-based or volume-based commissions as well as contributions from recent acquisitions.

Loss mitigation and other fees increased 69.8% period-over-period primarily due to increased capital markets activity, an

increase in transactional business, captive management and other risk management service fees from the placement of

alternative risk insurance solutions as well as contributions from recent acquisitions.

Expenses

Compensation and Benefits

Compensation and benefits expense increased by $175.2 million, or 14.8%, from $1,180.8 million to $1,356.0 million for

the nine months ended September 30, 2025, compared to the same period in 2024. The following were the principal drivers

of this increase:

•$152.4 million of the increase was driven by (i) the addition of 1,065 employees compared to the same period

in the prior year, inclusive of acquired employees, and (ii) growth in the business. Overall headcount

increased to 5,982 full-time employees as of September 30, 2025, from 4,917 as of September 30, 2024;

•Commissions increased $57.7 million, or 10.8%, period-over-period, driven by the 9.0% increase in

Wholesale Brokerage and 16.4% increase in Binding Authority Net commissions and fees; and

•An increase of $11.5 million was driven by Acquisition-related expense and Acquisition related long-term

incentive compensation related to recently completed acquisitions.

•The increases were partially offset by a $35.7 million decline in Restructuring and related expense due to the

completion of the ACCELERATE 2025 program at the end of 2024; and

•A $10.7 million decrease in Equity-based compensation and Initial public offering related expense associated

with the reversal of certain executive performance-based awards’ expense in the period as well as the natural

runoff of Initial public offering related expense as awards continue to vest.

The net impact of revenue growth and the factors above resulted in a Compensation and benefits expense ratio decrease of

4.8% from 63.8% to 59.0% period-over-period.

In general, we expect to continue experiencing a rise in commissions, salaries, incentives, and benefits expense

commensurate with our expected growth in business volume, revenue, and headcount.

General and Administrative

General and administrative expense increased by $83.2 million, or 33.6%, from $247.5 million to $330.7 million for the

nine months ended September 30, 2025, as compared to the same period in the prior year. The following were the principal

drivers of this increase:

•$56.7 million of increased professional services and IT charges associated with ongoing technology and data

initiatives as well as costs directly linked to revenue growth in the period and recruiter fees;

•$31.2 million was driven by growth in the business. Such expenses incurred to accommodate both organic and

inorganic revenue growth include travel and entertainment, occupancy, insurance, and foreign exchange; and

•$7.5 million was driven by an increase in Acquisition-related expense associated with one-time diligence,

transaction-related, and integration costs.

•The increase was partially offset by a $12.2 million decline in Restructuring and related expense due to the

completion of the ACCELERATE 2025 program at the end of 2024.

The net impact of revenue growth and the factors listed above resulted in a General and administrative expense ratio

increase of 1.0% from 13.4% to 14.4% period-over-period.

Amortization

Amortization expense increased by $107.1 million from $97.7 million to $204.8 million for the nine months ended

September 30, 2025, compared to the same period in the prior year. The main driver of the increase was the amortization of

intangible assets from recent acquisitions. Our intangible assets increased by $267.2 million period-over-period.

Interest Expense, Net

Interest expense, net increased $59.3 million, or 53.9%, from $109.9 million to $169.2 million for the nine months ended

September 30, 2025, compared to the same period in the prior year. The main driver of the increase in Interest expense, net

for the nine months ended September 30, 2025, was an increase in debt from recent acquisition activity.

Other Non-Operating Loss (Income)

Other non-operating loss (income) decreased by $19.2 million to income of $0.6 million for the nine months ended

September 30, 2025, as compared to a loss of $18.6 million in the same period in the prior year. For the nine months ended

September 30, 2025, Other non-operating loss (income) consisted of $0.6 million of seller reimbursement of acquisition-

related retention incentives, $0.4 million of sublease income, and $0.3 million of forfeitures of vested equity awards offset

by $0.8 million of TRA contractual interest and related charges. For the nine months ended September 30, 2024, Other

non-operating loss (income) consisted of $18.1 million of expense related to term loan modifications and $0.8 million of

TRA contractual interest and related charges offset by $0.4 million of sublease income.

Income Before Income Taxes

Income before income taxes increased $45.1 million from $203.5 million to $248.6 million for the nine months ended

September 30, 2025, compared to the same period in the prior year as a result of the factors described above.

Income Tax Expense (Benefit)

Income tax expense (benefit) increased $49.5 million from $16.2 million to $65.7 million for the nine months ended

September 30, 2025, compared to the same period in the prior year primarily as a result of $48.0 million of income tax

expense recognized as a result of the CCR subsequent to the Velocity acquisition in the first quarter of 2025 as well as an

increase in pre-tax book income.

Net Income

Net income decreased $4.4 million from $187.4 million to $182.9 million for the nine months ended September 30, 2025,

compared to the same period in the prior year as a result of the factors described above.

Non-GAAP Financial Measures and Key Performance Indicators

In assessing the performance of our business, we use non-GAAP financial measures that are derived from our consolidated

financial information, but which are not presented in our consolidated financial statements prepared in accordance with

GAAP. We consider these non-GAAP financial measures to be useful metrics for management and investors to facilitate

operating performance comparisons from period to period by excluding potential differences caused by variations in capital

structures, tax positions, depreciation, amortization, and certain other items that we believe are not representative of our

core business. We use the following non-GAAP measures for business planning purposes, in measuring our performance

relative to that of our competitors, to help investors to understand the nature of our growth, and to enable investors to

evaluate the run-rate performance of the Company. Non-GAAP financial measures should be viewed as supplementing,

and not as an alternative or substitute for, the consolidated financial statements prepared and presented in accordance with

GAAP. The footnotes to the reconciliation tables below should be read in conjunction with the unaudited consolidated

quarterly financial statements. Industry peers may provide similar supplemental information but may not define similarly

named metrics in the same way we do and may not make identical adjustments.

Organic Revenue Growth Rate

Organic Revenue Growth Rate is defined as the percentage change in Net commissions and fees, as compared to the same

period for the prior year, adjusted to eliminate revenue attributable to acquisitions for the first twelve months of ownership,

revenue attributable to sold businesses for the subsequent twelve months after the sale, and other items such as contingent

commissions and the impact of changes in foreign exchange rates.

For the avoidance of doubt, prior period references in the tables below represent the same period in the prior year. A

reconciliation of Organic revenue growth rate to Net commissions and fees growth rate, the most directly comparable

GAAP measure, for each of the periods indicated is as follows (in percentages):


	Three Months Ended September 30,		Nine Months Ended September 30,
(in thousands, except percentages)	2025	2024	2025	2024
Current period Net commissions and fees revenue	$739,552	$588,129	$2,256,537	$1,806,264
Less: Current period contingent commissions	(24,310)	(14,842)	(82,164)	(44,741)
Less: Revenue attributable to sold businesses	(65)	—	(354)	—
Net commissions and fees revenue excluding contingent commissions	$715,177	$573,287	$2,174,019	$1,761,523

Prior period Net commissions and fees revenue	$588,129	$487,345	$1,806,264	$1,507,878
Less: Prior year contingent commissions	(14,842)	(4,487)	(44,741)	(30,624)
Less: Revenue attributable to sold businesses	(427)	—	(1,548)	—
Prior period Net commissions and fees revenue excluding contingent commissions	$572,860	$482,858	$1,759,975	$1,477,254

Change in Net commissions and fees revenue excluding contingent commissions	$142,317	$90,429	$414,044	$284,269
Less: Mergers and acquisitions Net commissions and fees revenue excluding contingent commissions	(55,650)	(33,416)	(212,249)	(87,690)
Impact of change in foreign exchange rates	(923)	(196)	(1,324)	(521)
Organic revenue growth (Non-GAAP)	$85,744	$56,817	$200,471	$196,058

Net commissions and fees revenue growth rate (GAAP)	25.7 %	20.7 %	24.9 %	19.8 %
Less: Impact of contingent commissions (1)	(0.9)	(2.0)	(1.4)	(0.6)
Net commissions and fees revenue excluding contingent commissions growth rate (2)	24.8 %	18.7 %	23.5 %	19.2 %
Less: Mergers and acquisitions Net commissions and fees revenue excluding contingent commissions (3)	(9.7)	(6.9)	(12.0)	(5.9)
Impact of change in foreign exchange rates (4)	(0.1)	0.0	(0.1)	0.0
Organic Revenue Growth Rate (Non-GAAP)	15.0 %	11.8 %	11.4 %	13.3 %

(1)Calculated by subtracting Net commissions and fees revenue growth rate from net commissions and fees revenue

excluding contingent commissions growth rate and revenue from sold businesses.

(2)Calculated by dividing the change in Total net commissions & fees revenue excluding contingent commissions by prior

year net commissions and fees excluding contingent commissions and revenue from sold businesses.

(3)Calculated by taking the mergers and acquisitions net commissions and fees revenue excluding contingent

commissions, representing the first 12 months of net commissions and fees revenue generated from acquisitions,

divided by prior period net commissions and fees revenue excluding contingent commissions and revenue from sold

businesses.

(4)Calculated by taking the change in foreign exchange rates divided by prior period net commissions and fees revenue

excluding contingent commissions and revenue from sold businesses.

Adjusted Compensation and Benefits Expense and Adjusted Compensation and Benefits Expense Ratio

We define Adjusted compensation and benefits expense as Compensation and benefits expense adjusted to reflect items

such as (i) equity-based compensation, (ii) acquisition and restructuring related compensation expense, and (iii) other

exceptional or non-recurring items, as applicable. The most comparable GAAP financial metric is Compensation and

benefits expense. Adjusted compensation and benefits expense ratio is defined as Adjusted compensation and benefits

expense as a percentage of Total revenue. The most comparable GAAP financial metric is Compensation and benefits

expense ratio.

A reconciliation of Adjusted compensation and benefits expense and Adjusted compensation and benefits expense ratio to

Compensation and benefits expense and Compensation and benefits expense ratio, the most directly comparable GAAP

measures, for each of the periods indicated, is as follows:


	Three Months Ended September 30,		Nine Months Ended September 30,
(in thousands, except percentages)	2025	2024	2025	2024
Total revenue	$754,577	$604,694	$2,299,913	$1,852,181
Compensation and benefits expense	$440,434	$393,249	$1,355,995	$1,180,825
Acquisition-related expense	(3,583)	(3,785)	(8,546)	(5,171)
Acquisition related long-term incentive compensation	(7,463)	(15,775)	(25,115)	(17,039)
Restructuring and related expense	—	(5,693)	—	(35,676)
Amortization and expense related to discontinued prepaid incentives	(981)	(1,095)	(3,287)	(3,851)
Equity-based compensation (1)	(7,432)	(17,385)	(36,854)	(39,656)
Initial public offering related expense	(3,758)	(6,074)	(14,134)	(22,008)
Adjusted compensation and benefits expense (2)	$417,217	$343,442	$1,268,059	$1,057,424
Compensation and benefits expense ratio	58.4 %	65.0 %	59.0 %	63.8 %
Adjusted compensation and benefits expense ratio	55.3 %	56.8 %	55.1 %	57.1 %

(1)For the three months ended September 30, 2025, $5.8 million of expense was reversed associated with certain executive

performance-based awards. For the three months ended September 30, 2024, Equity-based compensation included $4.6

million of expense associated with the removal of equity transfer restrictions for an executive officer of the Company.

See “Note 8, Equity-Based Compensation” of the unaudited quarterly financial statements for additional discussion.

(2)Adjustments to Compensation and benefits expense are described in the definition of Adjusted EBITDAC to Net

income in “Adjusted EBITDAC and Adjusted EBITDAC Margin.”

Adjusted General and Administrative Expense and Adjusted General and Administrative Expense Ratio

We define Adjusted general and administrative expense as General and administrative expense adjusted to reflect items

such as (i) acquisition and restructuring general and administrative related expense and (ii) other exceptional or non-

recurring items, as applicable. The most comparable GAAP financial metric is General and administrative expense.

Adjusted general and administrative expense ratio is defined as Adjusted general and administrative expense as a

percentage of Total revenue. The most comparable GAAP financial metric is General and administrative expense ratio.

A reconciliation of Adjusted general and administrative expense and Adjusted general and administrative expense ratio to

General and administrative expense and General and administrative expense ratio, the most directly comparable GAAP

measures, for each of the periods indicated is as follows:


	Three Months Ended September 30,		Nine Months Ended September 30,
(in thousands, except percentages)	2025	2024	2025	2024
Total revenue	$754,577	$604,694	$2,299,913	$1,852,181
General and administrative expense	$117,589	$88,684	$330,698	$247,518
Acquisition-related expense	(15,762)	(12,560)	(43,284)	(35,779)
Restructuring and related expense	—	(5,133)	—	(12,156)
Adjusted general and administrative expense (1)	$101,827	$70,991	$287,414	$199,583
General and administrative expense ratio	15.6 %	14.7 %	14.4 %	13.4 %
Adjusted general and administrative expense ratio	13.5 %	11.7 %	12.5 %	10.8 %

(1)Adjustments to General and administrative expense are described in the definition of Adjusted EBITDAC to Net

income in “Adjusted EBITDAC and Adjusted EBITDAC Margin.”

Adjusted EBITDAC and Adjusted EBITDAC Margin

We define Adjusted EBITDAC as Net income before Interest expense, net, Income tax expense (benefit), Depreciation,

Amortization, and Change in contingent consideration, adjusted to reflect items such as (i) equity-based compensation, (ii)

acquisition and restructuring related expenses, and (iii) other exceptional or non-recurring items, as applicable.

Acquisition-related expense includes one-time diligence, transaction-related, and integration costs. Acquisition-related

expense included a $4.5 million charge for the nine months ended September 30, 2024, related to a deal-contingent foreign

exchange forward contract associated with the Castel acquisition. The remaining charges in both years represent typical

one-time diligence, transaction-related, and integration costs. Acquisition-related long-term incentive compensation arises

from long-term incentive plans associated with acquisitions. These plans require service requirements, and in some cases

performance targets, to be met in order to be earned. Restructuring and related expense consists of compensation and

benefits, occupancy, contractors, professional services, and license fees related to the ACCELERATE 2025 program,

which concluded at the end of 2024. The compensation and benefits expense included severance as well as employment

costs related to services rendered between the notification and termination dates and other termination payments.

Amortization and expense is composed of charges related to discontinued prepaid incentive programs. For the three months

ended September 30, 2025, Other non-operating loss (income) consisted of $0.3 million of forfeitures of vested equity

awards, $0.2 million of seller reimbursement of acquisition-related retention incentives, and $0.2 million of sublease

income offset by $0.4 million of TRA contractual interest and related charges. For the three months ended September 30,

2024, Other non-operating loss (income) consisted of $16.2 million of term loan modification expense and $0.5 million of

TRA contractual interest and related charges offset by $0.1 million of sublease income. For the nine months ended

September 30, 2025, Other non-operating loss (income) consisted of $0.6 million of seller reimbursement of acquisition-

related retention incentives, $0.4 million of sublease income, and $0.3 million of forfeitures of vested equity awards offset

by $0.8 million of TRA contractual interest and related charges. For the nine months ended September 30, 2024, Other

non-operating loss consisted of $18.1 million of expense related to term loan modifications and $0.8 million of TRA

contractual interest and related charges offset by $0.4 million of sublease income. Equity-based compensation reflects non-

cash equity-based expense. IPO related expenses include compensation-related expense primarily related to the expense for

new awards issued at IPO as well as expense related to the revaluation of existing equity awards at IPO.

Total revenue less Adjusted compensation and benefits expense and Adjusted general and administrative expense is

equivalent to Adjusted EBITDAC. For a breakout of compensation and general and administrative costs for each addback,

refer to the Adjusted compensation and benefits expense and Adjusted general and administrative expense tables above.

The most directly comparable GAAP financial metric to Adjusted EBITDAC is Net income. Adjusted EBITDAC margin is

defined as Adjusted EBITDAC as a percentage of Total revenue. The most comparable GAAP financial metric is Net

income margin.

A reconciliation of Adjusted EBITDAC and Adjusted EBITDAC margin to Net income and Net income margin, the most

directly comparable GAAP measures, for each of the periods indicated is as follows:


	Three Months Ended September 30,		Nine Months Ended September 30,
(in thousands, except percentages)	2025	2024	2025	2024
Total revenue	$754,577	$604,694	$2,299,913	$1,852,181
Net income	$62,603	$28,643	$182,919	$187,358
Interest expense, net	56,344	49,388	169,186	109,916
Income tax expense (benefit)	(2,797)	(8,962)	65,659	16,155
Depreciation	3,607	2,467	9,134	6,820
Amortization	70,188	39,182	204,841	97,711
Change in contingent consideration	11,968	(365)	(2,833)	813
EBITDAC	$201,913	$110,353	$628,906	$418,773
Acquisition-related expense	19,345	16,345	51,830	40,950
Acquisition related long-term incentive compensation	7,463	15,775	25,115	17,039
Restructuring and related expense	—	10,826	—	47,832
Amortization and expense related to discontinued prepaid incentives	981	1,095	3,287	3,851
Other non-operating loss (income)	(402)	16,590	(636)	18,575
Equity-based compensation	7,432	17,385	36,854	39,656
IPO related expenses	3,758	6,074	14,134	22,008
(Income) from equity method investments	(4,957)	(4,182)	(15,050)	(13,510)
Adjusted EBITDAC	$235,533	$190,261	$744,440	$595,174
Net income margin	8.3 %	4.7 %	8.0 %	10.1 %
Adjusted EBITDAC margin	31.2 %	31.5 %	32.4 %	32.1 %

Adjusted Net Income and Adjusted Net Income Margin

We define Adjusted net income as tax-effected earnings before amortization and certain items of income and expense,

gains and losses, equity-based compensation, acquisition related long-term incentive compensation, acquisition-related

expenses, costs associated with the IPO, and certain exceptional or non-recurring items. The most comparable GAAP

financial metric is Net income. Adjusted net income margin is calculated as Adjusted net income as a percentage of Total

revenue. The most comparable GAAP financial metric is Net income margin.

Following the IPO, the Company is subject to United States federal income taxes, in addition to state, local, and foreign

taxes, with respect to our allocable share of any net taxable income of the LLC. For comparability purposes, this

calculation incorporates the impact of federal and state statutory tax rates on 100% of our adjusted pre-tax income as if the

Company owned 100% of the LLC.

A reconciliation of Adjusted net income and Adjusted net income margin to Net income and Net income margin, the most

directly comparable GAAP measures, for each of the periods indicated is as follows:


	Three Months Ended September 30,		Nine Months Ended September 30,
(in thousands, except percentages)	2025	2024	2025	2024
Total revenue	$754,577	$604,694	$2,299,913	$1,852,181
Net income	$62,603	$28,643	$182,919	$187,358
Income tax expense (benefit)	(2,797)	(8,962)	65,659	16,155
Amortization	70,188	39,182	204,841	97,711
Amortization of deferred debt issuance costs (1)	2,397	15,402	7,157	21,838
Change in contingent consideration	11,968	(365)	(2,833)	813
Acquisition-related expense	19,345	16,345	51,830	40,950
Acquisition related long-term incentive compensation	7,463	15,775	25,115	17,039
Restructuring and related expense	—	10,826	—	47,832
Amortization and expense related to discontinued prepaid incentives	981	1,095	3,287	3,851
Other non-operating loss (income)	(402)	16,590	(636)	18,575
Equity-based compensation	7,432	17,385	36,854	39,656
IPO related expenses	3,758	6,074	14,134	22,008
(Income) from equity method investments	(4,957)	(4,182)	(15,050)	(13,510)
Adjusted income before income taxes (2)	$177,979	$153,808	$573,277	$500,276
Adjusted income tax expense (3)	(46,275)	(40,175)	(149,052)	(130,672)
Adjusted net income	$131,704	$113,633	$424,225	$369,604
Net income margin	8.3 %	4.7 %	8.0 %	10.1 %
Adjusted net income margin	17.5 %	18.8 %	18.4 %	20.0 %

(1)Interest expense, net includes amortization of deferred debt issuance costs.

(2)Adjustments to Net income are described in the definition of Adjusted EBITDAC to Net income in “Adjusted

EBITDAC and Adjusted EBITDAC Margin.”

(3)The Company is subject to United States federal income taxes, in addition to state, local, and foreign taxes, with respect

to our allocable share of any net taxable income of the LLC. For the three and nine months ended September 30, 2025,

this calculation of adjusted income tax expense is based on a federal statutory rate of 21% and a combined state income

tax rate net of federal benefits of 5.00% on 100% of our adjusted income before income taxes as if the Company owned

100% of the LLC. For the three and nine months ended September 30, 2024, this calculation of adjusted income tax

expense is based on a federal statutory rate of 21% and a combined state income tax rate net of federal benefits of

5.12% on 100% of our adjusted income before income taxes as if the Company owned 100% of the LLC.

Adjusted Diluted Earnings Per Share

We define Adjusted diluted earnings per share as Adjusted net income divided by diluted shares outstanding after adjusting

for the effect if 100% of the outstanding LLC Common Units (together with the shares of Class B common stock), vested

Class C Incentive Units, vested but unexercised Options, and unvested equity awards were exchanged into shares of Class

A common stock as if 100% of unvested equity awards were vested. The most directly comparable GAAP financial metric

is Diluted earnings per share.

A reconciliation of Adjusted diluted earnings per share to Diluted earnings per share, the most directly comparable GAAP

measure, for each of the periods indicated is as follows:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
Earnings per share of Class A common stock – diluted	$0.20	$0.09	$0.41	$0.59
Less: Net income attributed to dilutive shares and substantively vested RSUs (1)	(0.09)	(0.03)	(0.01)	(0.29)
Plus: Impact of all LLC Common Units exchanged for Class A shares (2)	0.12	0.05	0.27	0.39
Plus: Adjustments to Adjusted net income (3)	0.25	0.31	0.88	0.67
Plus: Dilutive impact of unvested equity awards (4)	(0.01)	(0.01)	(0.03)	(0.02)
Adjusted diluted earnings per share	$0.47	$0.41	$1.52	$1.34

(Share count in ’000)
Weighted-average shares of Class A common stock outstanding – diluted	273,462	272,686	138,090	271,283
Plus: Impact of all LLC Common Units exchanged for Class A shares (2)	—	—	135,644	—
Plus: Dilutive impact of unvested equity awards (4)	5,526	3,467	5,407	4,445
Adjusted diluted earnings per share diluted share count	278,988	276,153	279,141	275,728

(1)Adjustment removes the impact of Net income attributed to dilutive awards and substantively vested RSUs to arrive at

Net income attributable to Ryan Specialty Holdings, Inc. For the three months ended September 30, 2025 and 2024, this

removes $23.4 million and $8.3 million of Net income, respectively, on 273.5 million and 272.7 million Weighted-

average shares of Class A common stock outstanding - diluted, respectively. For the nine months ended September 30,

2025 and 2024, this removes $1.2 million and $78.3 million of Net income, respectively on 138.1 million and 271.3

million Weighted average shares of Class A common stock outstanding - diluted, respectively. See “Note 9, Earnings

Per Share” of the unaudited quarterly consolidated financial statements.

(2)For comparability purposes, this calculation incorporates the Net income that would be distributable if all LLC

Common Units (together with shares of Class B common stock) were exchanged for shares of Class A common stock.

For the three months ended September 30, 2025 and 2024, this includes $31.5 million and $11.1 million of Net income,

respectively, on 273.5 million and 272.7 million Weighted-average shares of Class A common stock outstanding -

diluted, respectively. For the nine months ended September 30, 2025 and 2024, this includes $127.5 million and $106.4

million of Net income, respectively, on 273.7 million and 271.3 million Weighted-average shares of Class A common

stock outstanding - diluted, respectively. For the nine months ended September 30, 2025, 135.6 million weighted

average outstanding LLC Common Units were considered dilutive and included in the 273.7 million Weighted-average

shares of Class A common stock outstanding - diluted within Diluted EPS. See “Note 9, Earnings Per Share” of the

unaudited quarterly consolidated financial statements.

(3)Adjustments to Adjusted net income are described in the footnotes of the reconciliation of Adjusted net income to Net

income in “Adjusted Net Income and Adjusted Net Income Margin” on 273.5 million and 272.7 million Weighted-

average shares of Class A common stock outstanding - diluted for the three months ended September 30, 2025 and

2024, respectively, and 273.7 million and 271.3 million Weighted-average shares of Class A common stock outstanding

- diluted for the nine months ended September 30, 2025 and 2024, respectively.

(4)For comparability purposes and to be consistent with the treatment of the adjustments to arrive at Adjusted net income,

the dilutive effect of unvested equity awards as well as outstanding vested options and vested Class C Incentive Units is

calculated using the treasury stock method as if the weighted-average unrecognized cost associated with the awards was

$0 over the period, less any unvested equity awards determined to be dilutive within the Diluted EPS calculation

disclosed in “Note 9, Earnings Per Share” of the unaudited quarterly consolidated financial statements. For the three

months ended September 30, 2025 and 2024, 5.5 million and 3.5 million shares were added to the calculation,

respectively. For the nine months ended September 30, 2025 and 2024, 5.4 million and 4.4 million shares were added to

the calculation, respectively.

Liquidity and Capital Resources

Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business

operations. We believe that the balance sheet and strong cash flow profile of our business provides adequate liquidity. The

primary sources of liquidity are Cash and cash equivalents on the Consolidated Balance Sheets, cash flows provided by

operations, and debt capacity available under our Revolving Credit Facility, Term Loan, and Senior Secured Notes. The

primary uses of liquidity are operating expenses, seasonal working capital needs, business combinations, capital

expenditures, obligations under the TRA, taxes, distributions to LLC Unitholders, and dividends to Class A common

stockholders. We believe that Cash and cash equivalents, cash flows from operations, and amounts available under our

Revolving Credit Facility will be sufficient to meet liquidity needs, including principal and interest payments on debt

obligations, capital expenditures, and anticipated working capital requirements, for the next 12 months and beyond. Our

future capital requirements will depend on many factors including continuance of historical working capital levels and

capital expenditure needs, investment in de novo offerings, and the flow of deals in our merger and acquisition program.

On February 20, 2025, our Board declared a regular quarterly dividend of $0.12 per share on our outstanding Class A

common stock. $0.07 of the regular quarterly dividend was funded by current and prior tax distributions from the LLC that

are in excess of both the corporate income taxes payable by the Company as well as the Company’s obligations pursuant to

the Tax Receivable Agreement. The remaining $0.05 of the regular quarterly dividend was funded by free cash flow from

the LLC and paid to all holders of the Class A common stock and LLC Common Units.

We may be required to seek additional equity or debt financing. In the event that additional financing is required from

outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital

or generate cash flows necessary to expand our operations, this could reduce our ability to compete successfully and harm

the results of our operations.

Cash and cash equivalents on the Consolidated Balance Sheets include funds available for general corporate purposes.

Fiduciary cash and receivables cannot be used for general corporate purposes. Insurance premiums, claims funds, and

surplus lines taxes are held in a fiduciary capacity and the obligation to remit these funds are recorded as Fiduciary

liabilities on the Consolidated Balance Sheets. We recognize fiduciary amounts due to others as Fiduciary liabilities and

fiduciary amounts collectible and held on behalf of others, including insurance carriers, other insurance intermediaries,

surplus lines taxing authorities, clients, and insurance policy holders, as Fiduciary cash and receivables on the Consolidated

Balance Sheets.

In our capacity as an insurance broker or agent, we collect premiums from insureds and, after deducting our commission,

remit the premiums to the respective insurance markets and carriers. We also collect claims prefunding or refunds from

carriers on behalf of insureds, which are then returned to the insureds, and surplus lines taxes, which are then remitted to

surplus lines taxing authorities. Insurance premiums, claims funds, and surplus lines taxes are held in a fiduciary capacity.

The levels of Fiduciary cash and receivables and Fiduciary liabilities can fluctuate significantly depending on when we

collect the premiums, claims prefunding, and refunds, make payments to markets, carriers, surplus lines taxing authorities,

and insureds, and collect funds from clients and make payments on their behalf, and upon the impact of foreign currency

movements. Fiduciary cash, because of its nature, is generally invested in very liquid securities with a focus on

preservation of principal. To minimize investment risk, we maintain cash holdings pursuant to an investment policy which

contemplates all relevant rules established by states with regard to fiduciary cash and is approved by our Board of

Directors. The policy requires broad diversification of holdings across a variety of counterparties utilizing limits set by our

Board of Directors, primarily based on credit rating and type of investment. Fiduciary cash and receivables included cash

of $1,220.4 million and $1,120.9 million as of September 30, 2025 and 2024, respectively, and fiduciary receivables of

$2,526.7 million and $2,236.1 million as of September 30, 2025 and 2024, respectively. While we may earn interest

income on fiduciary cash held in cash and investments, the fiduciary cash may not be used for general corporate purposes.

Of the $153.5 million of Cash and cash equivalents on the Consolidated Balance Sheet as of September 30, 2025, $83.8

million was held in fiduciary accounts representing collected revenue and was available to be transferred to operating

accounts and used for general corporate purposes.

Credit Facilities

We expect to have sufficient financial resources to meet our business requirements for the next 12 months. Although cash

from operations is expected to be sufficient to service our activities, including servicing our debt and contractual

obligations, and financing capital expenditures, we have the ability to borrow under our Revolving Credit Facility to

accommodate any timing differences in cash flows. Additionally, under current market conditions, we believe that we

could access capital markets to obtain debt financing for longer-term funding, if needed.

On February 3, 2022, the LLC issued $400.0 million of 8-year Senior Secured Notes. The notes have a 4.375% interest rate

and will mature on February 1, 2030.

On January 19, 2024, we entered into the Fifth Amendment to the Credit Agreement, which reduced the applicable interest

rate of the Term Loan from Adjusted Term SOFR + 3.00% to Adjusted Term SOFR + 2.75% and no longer contains a

credit spread adjustment. All other material provisions remain unchanged.

On July 30, 2024, the Company entered into the Sixth Amendment to the Credit Agreement, which provided for an

increase in borrowing capacity under the Revolving Credit Facility from $600.0 million to $1,400.0 million. The

amendment also extended the maturity date of the Revolving Credit Facility to July 30, 2029, and reduced the applicable

interest rate from Adjusted Term SOFR plus a margin of 2.50% to 3.00% to Adjusted Term SOFR plus a margin of 2.00%

to 2.50%, based on the first lien net leverage ratio defined in the Credit Agreement.

On September 13, 2024, the Company entered into the Seventh Amendment to the Credit Agreement, which refinanced the

existing Term Loan in the aggregate principal amount of $1,588.1 million outstanding as of June 30, 2024, and increased

the size of the Term Loan by $111.9 million to $1,700.0 million as of September 30, 2024. In addition to increasing the

size of the Term Loan, the Seventh Amendment reduced the applicable interest rate of the Term Loan from Adjusted Term

SOFR plus a margin of 2.75% to Adjusted Term SOFR plus a margin of 2.25% and lowered the 75 basis point floor on

Adjusted Term SOFR to a 0 basis point floor. Upon achievement of a stable (or better) corporate family rating from

Moody’s of Ba3 or better, the applicable interest rate of the Term Loan will be revised to Adjusted Term SOFR plus a

margin of 2.00%. In August 2025, Moody’s Ratings upgraded the Company’s credit rating from B1 to Ba3. As a result, the

applicable interest rate on the Company’s Term Loan decreased from Adjusted Term SOFR + 2.25% as of December 31,

2024, to Adjusted Term SOFR + 2.00% as of September 30, 2025.

On September 19, 2024, the LLC issued $600.0 million of 8-year Senior Secured Notes. On December 9, 2024, the LLC

issued an additional $600.0 million of its 2032 Senior Secured Notes as “additional notes” under a supplement to the

indenture dated as of September 2024. All of the 2032 Senior Secured Notes carry a 5.875% interest rate and will mature

on August 1, 2032.

As of September 30, 2025, the interest rate on the Term Loan was 2.00% plus Adjusted Term SOFR.

As of September 30, 2025, the Company was in compliance with all of the covenants under the Credit Agreement and there

were no events of default for the nine months ended September 30, 2025.

Tax Receivable Agreement

The Company is party to a TRA with current and certain former LLC Unitholders. The TRA provides for the payment by

the Company, to current and certain former LLC Unitholders, of 85% of the net cash savings, if any, in U.S. federal, state,

and local income taxes that the Company realizes (or is deemed to realize in certain circumstances) as a result of (i) certain

increases in the tax basis of the assets of the LLC resulting from purchases or exchanges of LLC Common Units

(“Exchange Tax Attributes”), (ii) certain tax attributes of the LLC that existed prior to the IPO (“Pre-IPO M&A Tax

Attributes”), (iii) certain favorable “remedial” partnership tax allocations to which the Company becomes entitled to (if

any), and (iv) certain other tax benefits related to the Company entering into the TRA, including tax benefits attributable to

payments that the Company makes under the TRA (“TRA Payment Tax Attributes”). The Company recognizes a liability

on the Consolidated Balance Sheets based on the undiscounted estimated future payments under the TRA.

Due to the uncertainty of various factors, we cannot precisely quantify the likely tax benefits we will realize as a result of

the LLC Common Unit exchanges and the resulting amounts we are likely to pay out to current and certain former LLC

Unitholders pursuant to the TRA; however, we estimate that such tax benefits and the related TRA payments may be

substantial. As set forth in the table below, and assuming no changes in the relevant tax law and that we earn sufficient

taxable income to realize all cash tax savings that are subject to the TRA, we expect future payments under the TRA as a

result of transactions as of September 30, 2025, will be $473.2 million in aggregate. Future payments in respect to

subsequent exchanges would be in addition to these amounts and are expected to be substantial. The foregoing amounts are

merely estimates and the actual payments could differ materially. In the highly unlikely event of an early termination of the

TRA (e.g., a default by the Company or a Change of Control) the Company is required to pay to each holder of the TRA an

early termination payment equal to the discounted present value of all unpaid TRA payments. The Company has not made,

and is not likely to make, an election for an early termination. We expect to fund future TRA payments with tax

distributions from the LLC that come from cash on hand and cash generated from operations.


(in thousands)	Exchange Tax Attributes	Pre-IPO M&A Tax Attributes	TRA Payment Tax Attributes	TRA Liabilities
Balance at December 31, 2024	$253,233	$83,415	$99,648	$436,296
Exchange of LLC Common Units	26,173	1,967	8,005	36,145
Accrued interest	—	—	783	783
Balance at September 30, 2025	$279,406	$85,382	$108,436	$473,224

Total expected estimated tax savings from each of the tax attributes associated with the TRA as of September 30, 2025,

were $556.7 million consisting of (i) Exchange Tax Attributes of $328.7 million, (ii) Pre-IPO M&A Tax Attributes of

$100.4 million, and (iii) TRA Payment Tax Attributes of $127.6 million. The Company will retain the benefit of 15% of

these cash savings.

Comparison of Cash Flows for the Nine Months Ended September 30, 2025 and 2024

Cash and cash equivalents decreased $81.7 million from $235.2 million at September 30, 2024, to $153.5 million at

September 30, 2025. A summary of the Company’s cash flows provided by and used for continuing operations from

operating, investing, and financing activities is as follows:

Cash Flows From Operating Activities

Cash flows provided by operating activities for the nine months ended September 30, 2025, were $380.4 million, an

increase of $125.2 million compared to the nine months ended September 30, 2024. This increase in cash flows provided

by operating activities was driven by an increase of $107.1 million in Amortization associated with recent acquisitions, an

increase of $48.0 million in Deferred income tax expense from the CCR associated with the Velocity acquisition, an

increase of $13.4 million in Deferred income tax expense (benefit), and an increase of $8.4 million in Prepaid and deferred

compensation expense. These increases in cash flows from operating activities were offset by a decrease in Net income of

$4.4 million, an increase in Commissions and fees receivable - net of $27.9 million, a decrease in Accrued interest liability

of $14.7 million, a decrease in Amortization of deferred debt issuance costs of $14.7 million, and a decrease in Non-cash

equity-based compensation of $10.7 million.

Cash Flows From Investing Activities

Cash flows used for investing activities during the nine months ended September 30, 2025, were $707.2 million, a decrease

of $579.3 million compared to the $1,286.4 million of cash flows used for investing activities during the nine months

ended September 30, 2024. The main driver of the cash flows used for investing activities in the nine months ended

September 30, 2025, was $636.9 million for Business combinations - net of cash acquired and cash held in a fiduciary

capacity, $50.7 million of Capital expenditures, and a $16.6 million Equity method investment in VSIC, compared to

$1,256.7 million for Business combinations - net of cash acquired and cash held in a fiduciary capacity and $29.7 million

of Capital expenditures for the nine months ended September 30, 2024.

Cash Flows From Financing Activities

Cash flows provided by financing activities during the nine months ended September 30, 2025, were $5.3 million, a

decrease of $620.0 million compared to cash flows provided by financing activities of $625.3 million during the nine

months ended September 30, 2024. The main drivers of cash flows provided by financing activities during the nine months

ended September 30, 2025, were Borrowings on Revolving Credit Facility (net of repayments) of $124.0 million, a Net

change in fiduciary liabilities of $38.3 million, and Receipt of taxes related to net share settlement of equity awards of

$35.2 million. These increases were offset by Class A common stock dividends and Dividend Equivalents paid of $46.8

million, Tax distributions to non-controlling LLC Unitholders of $45.7 million, Taxes paid related to net share settlement

of equity awards of $36.1 million, Payment of contingent consideration of $29.3 million, Distributions and Declared

Distributions paid to non-controlling LLC Unitholders of $20.4 million, Repayment of term debt of $12.8 million, and

Debt issuance costs paid of $2.9 million. The main drivers of cash flows provided by financing activities during the nine

months ended September 30, 2024, were Proceeds from Senior Secured Notes of $595.2 million, Proceeds from term debt

of $107.6 million, and Net change in fiduciary liabilities of $90.7 million offset by Class A common stock dividends and

Dividend Equivalents paid of $66.5 million, Tax distributions to non-controlling LLC Unitholders of $65.8 million, Debt

issuance costs paid of $16.8 million, Distributions and Declared Distributions paid to non-controlling LLC Unitholders of

$16.8 million, Repayment of term debt of $8.3 million, and Payment of accrued return on Ryan Re preferred units of $2.0

million.

Contractual Obligations and Commitments

Our principal commitments consist of contractual obligations in connection with investing and operating activities. These

obligations are described within “Note 6, Debt” in the notes to our unaudited consolidated financial statements, where we

provide further description on provisions that create, increase, or accelerate obligations, or other pertinent data to the extent

necessary for an understanding of the timing and amount of the specified contractual obligations.

Within Current accrued compensation and Non-current accrued compensation we have various long-term incentive

compensation agreements accrued for. These agreements are typically associated with an acquisition. Below we have

outlined the liabilities accrued as of September 30, 2025, the projected future expense, and the projected timing of future

cash outflows associated with these arrangements.


Long-term Incentive Compensation Agreements
(in thousands)	September 30, 2025
Current accrued compensation	$10,500
Non-current accrued compensation	26,562
Total liability	$37,062
Projected future expense	48,184
Total projected future cash outflows	$85,246


Projected Future Cash Outflows
(in thousands)
2025	$6,929
2026	17,184
2027	16,515
2028	35,951
Thereafter	$8,667

Within “Note 3, Mergers and Acquisitions” in the notes to our unaudited consolidated financial statements we discuss

various contingent consideration arrangements and their impact. Below we have outlined the liabilities accrued as of

September 30, 2025, the projected future expense, and the projected timing of future cash outflows associated with these

contingent consideration agreements.


Contingent Consideration
(in thousands)	September 30, 2025
Current accounts payable and accrued liabilities	$39,214
Other non-current liabilities	88,435
Total liability	$127,649
Projected future expense	12,868
Total projected future cash outflows	$140,517


Projected Future Cash Outflows
(in thousands)
2025	$270
2026	42,030
2027	85,654
2028	6,283
Thereafter	$6,280

Critical Accounting Policies and Estimates

The methods, assumptions, and estimates that we use in applying the accounting policies may require us to apply

judgments regarding matters that are inherently uncertain. We consider an accounting policy to be a critical estimate if (i)

the Company must make assumptions that were uncertain when the judgment was made and (ii) changes in the estimate

assumptions, or selection of a different estimate methodology, could have a significant impact on our financial position and

the results that we will report in the consolidated financial statements. While we believe that the estimates, assumptions,

and judgments are reasonable, they are based on information available when the estimate was made. The accounting

policies that we believe reflect our more significant estimates, judgments, and assumptions that are most critical to

understanding and evaluating our reported financial results are: revenue recognition, business combinations, goodwill and

intangibles, income taxes, and tax receivable agreement liabilities.

Our critical accounting policies are described under the heading “Management’s Discussion and Analysis of Financial

Condition and Results of Operations—Critical Accounting Policies” in the Annual Report on Form 10-K for the year

ended December 31, 2024, filed with the SEC on February 21, 2025. Additionally, the changes, if any, to our critical

accounting policies and estimates disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024, are

included in “Note 1, Basis of Presentation,” to our unaudited consolidated financial statements.

Recent Accounting Pronouncements

For a description of recently adopted accounting pronouncements and recently issued accounting standards not yet adopted

(if any), see “Note 1, Basis of Presentation” in the notes to our unaudited consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We are exposed to various market risks in our day-to-day operations. Market risk is the potential loss arising from adverse

changes in market rates and prices, such as interest and foreign currency exchange rates.

Foreign Currency Risk

For the nine months ended September 30, 2025, approximately 6% of revenues were generated from activities in the

United Kingdom, Europe, Canada, India, and Singapore. We are exposed to currency risk from the potential changes

between the exchange rates of the US Dollar, British Pound, Euro, Swedish Krona, Danish Krone, Canadian Dollar,

Singapore Dollar, and other currencies. The exposure to foreign currency risk from the potential changes between the

exchange of USD and other currencies is immaterial.

Interest Rate Risk and Credit Risk

Certain of the Company’s revenues, expenses, assets, and liabilities are exposed to the impact of interest rate changes.

Interest rate risk and credit risk to counterparties generated from the Company’s Cash and cash equivalents, and Cash and

cash equivalents held in a fiduciary capacity, will fluctuate with the general level of interest rates.

As of September 30, 2025, we had $1,687.3 million of outstanding principal on our Term Loan borrowings, which bears

interest on a floating rate, subject to a 0.0% floor. We are subject to Adjusted Term SOFR interest rate changes and

exposure in excess of the floor. The fair value of the Term Loan approximates the carrying amount as of September 30,

2025 and December 31, 2024, as determined based upon information available.

On April 7, 2022, the Company entered into an interest rate cap agreement to manage its exposure to interest rate

fluctuations related to the Company’s Term Loan for an upfront cost of $25.5 million. The interest rate cap has a $1,000.0

million notional amount, 2.75% strike, and terminates on December 31, 2025.

Based on the below balances as of September 30, 2025, the impact of a hypothetical 100 basis point (BPS) increase or

decrease in quarter-end prevailing short-term interest rates for one year would be:


(in thousands)	Balance at September 30, 2025	100 BPS Increase	100 BPS Decrease
Cash and cash equivalents	$153,485	$(1,535)	$1,535
Term Loan principal outstanding (1)	1,687,300	16,873	(16,873)
Interest rate cap notional amount (2)	1,000,000	(10,000)	10,000
Net exposure to Interest expense, net		$5,338	$(5,338)

Cash and cash equivalents held in a fiduciary capacity	$1,220,388	$12,204	$(12,204)
Net exposure to Fiduciary investment income		$12,204	$(12,204)

Impact to Net income		$6,866	$(6,866)

(1)To the extent SOFR falls below 0.0%, the impact of the change in interest rates is zero.

(2)To the extent interest rates fall below 2.75%, the impact of the change in interest rates is zero.

In addition to interest rate risk, our cash investments and fiduciary cash holdings are subject to potential loss of value due

to counterparty credit risk. To minimize this risk, the Company and its subsidiaries hold funds pursuant to an investment

policy approved by our Board. The policy mandates the preservation of principal and liquidity and requires broad

diversification with counter-party limits assigned based primarily on credit rating and type of investment. The Company

carefully monitors its cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity, and plans to

further restrict the portfolio as appropriate with respect to market conditions. The majority of Cash and cash equivalents

and Cash and cash equivalents held in a fiduciary capacity are held in demand deposit accounts and short-term investments,

consisting principally of AAA-rated money market funds and treasury bills, having original maturities of 90 days or less.

Other financial instruments consist of Cash and cash equivalents, Commissions and fees receivable – net, Other current

assets, and Accounts payable and accrued liabilities. The carrying amounts of Cash and cash equivalents, Commissions and

fees receivable – net, and Accounts payable and accrued liabilities approximate fair value because of the short-term nature

of the instruments.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as defined in Rule 13a–15(e) and Rule 15d–15(e) under the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to provide reasonable assurance that

information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is

recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure

controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that

information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is

accumulated and communicated to our management, including our principal executive and principal financial officers, as

appropriate, to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive

officer and principal financial officer have concluded that as of September 30, 2025, our disclosure controls and procedures

were effective at the reasonable assurance level.

Changes in Internal Control

There have been no changes in internal control over financial reporting during the quarter ended September 30, 2025, that

have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of Internal Control Over Financial Reporting

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives as

specified above. Management does not expect, however, that our disclosure controls and procedures will prevent or detect

all errors and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and

can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can

provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of

fraud, if any, within the Company have been detected.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may be involved in various legal proceedings and subject to claims that arise in the ordinary course

of business. Although the results of litigation and claims are inherently unpredictable and uncertain, we are not presently a

party to any litigation the outcome of which, we believe, if determined adversely to us, would individually or taken

together have a material adverse effect on our business, operating results, cash flows or financial condition.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed under the heading “Risk Factors” in our annual report on

Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 21, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities.

On July 1, 2025, as partial consideration for the asset acquisition of J.M. Wilson Corporation, New LLC and the Company

issued 295,629 LLC Common Units and an equal number of shares of Class B Common Stock, par value $0.001 per share,

of the Company (the “Class B Common Stock”), respectively. Each LLC Common Unit and its associated share of Class B

Common Stock was issued for $67.6523, which was the volume-weighted average price of the Company’s Class A

Common Stock, par value $0.001 per share (the “Class A Common Stock”), on the NYSE for the twenty consecutive

trading days ending on the trading day immediately prior to the issuance date. The issuances by New LLC and the

Company were exempt from registration in accordance with Section 4(a)(2) of the Securities Act of 1933, as amended, on

the basis that the transaction did not involve a public offering. No underwriters were involved in the issuance and sale of

the LLC Common Units and the Class B Common Stock.

Shares of Class B Common Stock do not represent economic interests in the Company but do confer a voting right to the

holder. Pursuant to the terms of the New LLC Operating Agreement, the LLC Common Units, along with an equivalent

number of shares of Class B Common Stock, may be exchanged by the holder for an equal number of shares of Class A

Common Stock. Shares of Class B Common Stock delivered for exchange will be cancelled for no consideration.

Purchases of Equity Securities by the Issuer or an Affiliated Purchaser.

The following table summarizes purchases of shares of our Class A Common Stock during the three months ended

September 30, 2025, by Patrick G. Ryan, the Company’s founder and Executive Chairman. Mr. Ryan may be deemed to be

an “affiliated purchaser” (as such term is used in Rule 10b-18(a)(3) promulgated under the Exchange Act).


Period	Total Number of Shares Purchased 1	Average Price Paid per Share
July 1 - July 31, 2025	—	—
August 1 - August 31, 2025	—	—
September 1 - September 30, 2025	276,634	$51.8384
Total	276,634	$51.8384

1 All shares were purchased in open-market transactions by Mr. Ryan in compliance with rule 10b-18 and not as part of a

repurchase plan or program.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the quarter ended September 30, 2025, Mark S. Katz, Executive Vice President, General Counsel and Corporate

Secretary, adopted on August 21, 2025, a “Rule 10b5-1 trading arrangement” (as such term is defined in Item 408(a) of

Regulation S-K) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a

“10b5-1 Plan”) to sell (i) up to 5,500 shares of the Company’s Class A common stock that are issuable upon conversion of

LLC Common Units and (ii) a number of shares of Class A common stock issuable upon conversion of up to 70,000 Class

C Incentive Units of New LLC (the “Class C Units”), between the first potential sale date on November 20, 2025, and the

expiration of his 10b5-1 Plan on March 13, 2026. The Class C Units are profits interests with a participation threshold, as

of September 30, 2025, of $23.19. Pursuant to the terms of the award agreement for the Class C Units, the participation

threshold is adjusted downward for distributions that the LLC makes to the Company. When the value of the Class A

common stock exceeds the participation threshold of the Class C Units, the vested profits interests may be exchanged for

LLC Common Units of equal value where the value of each Class C Unit is equal to the difference between the 20-day

volume weighted average price of the Class A common stock immediately preceding the date of exchange and the

participation threshold. On exchange, the LLC Common Units are immediately redeemed on a one-for-one basis for Class

A common stock of the Company. For more information regarding Class C Incentive Units of New LLC and applicable

participation threshold information, see “Note 8, Equity-Based Compensation” of the unaudited quarterly consolidated

financial statements included herein.


PART I. FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1

	Consolidated Statements of Income (Unaudited)	1

	Consolidated Statements of Comprehensive Income (Unaudited)	2

	Consolidated Balance Sheets (Unaudited)	3

	Consolidated Statements of Cash Flows (Unaudited)	4

	Consolidated Statements of Stockholders’ Equity (Unaudited)	5

	Notes to the Consolidated Financial Statements (Unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	59

Item 4.	Controls and Procedures	60

PART II. OTHER INFORMATION		61

Item 1.	Legal Proceedings	61

Item 1A.	Risk Factors	61

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	61

Item 3.	Defaults Upon Senior Securities	61

Item 4.	Mine Safety Disclosures	62

Item 5.	Other Information	62

Item 6.	Exhibits	63


	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
Lease costs
Operating lease costs	$10,060	$7,669	$26,920	$23,408
Short-term lease costs
Operating lease costs	297	228	1,351	675
Sublease income	(174)	(112)	(439)	(408)
Lease costs – net	$10,183	$7,785	$27,832	$23,675

Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases			$25,452	$22,516
Non-cash related activities
Right-of-use assets obtained in exchange for new operating lease liabilities			20,283	15,236
Amortization of right-of-use assets for operating lease activity			19,982	16,803
Weighted average discount rate (percent)
Operating leases			5.4 %	5.3 %
Weighted average remaining lease term (years)
Operating leases			7.0	7.8


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐


Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation of Ryan Specialty Holdings, Inc., dated May 30, 2025 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on June 4, 2025).

3.2		Amended and Restated Bylaws of Ryan Specialty Holdings, Inc., dated May 30, 2025 (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K filed on June 4, 2025).

4.1		Registration Rights Agreement, dated July 26, 2021, by and among Ryan Specialty Holdings, Inc. and the other signatories party thereto (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on July 27, 2021).

4.2		Indenture, dated as of February 3, 2022, by and among Ryan Specialty, LLC, the guarantors party thereto and U.S. Bank National Association as trustee and as notes collateral agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on February 7, 2022).

4.3		Form of 4.375% Senior Secured Notes due 2030 (incorporated by reference to Exhibit A to Exhibit 4.1 to the Registrant’s Form 8-K filed on February 7, 2022).

4.4		Indenture, dated as of September 19, 2024, by and among Ryan Specialty, LLC, the guarantors party thereto and U.S. Bank National Association as trustee and as notes collateral agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on September 19, 2024).

4.5		Form of 5.875% Senior Secured Notes due 2032 (incorporated by reference to Exhibit A to Exhibit 4.1 to the Registrant’s Form 8-K filed on September 19, 2024).

4.6		First Supplemental Indenture to that certain Indenture, dated as of September 19, 2024, by and among Ryan Specialty, LLC, the guarantors party thereto and U.S. Bank National Association as trustee and as notes collateral agent (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed on December 9, 2024)

10.1		Amended and Restated Tax Receivable Agreement, dated as of August 9, 2022, by and among Ryan Specialty Holdings, Inc. and the other signatories party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 12, 2022).

10.2		Eighth Amended and Restated Limited Liability Company Agreement of Ryan Specialty, LLC, dated as of July 5, 2023, by and among Ryan Specialty, LLC and the other signatories party thereto, (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on November 03, 2023).

10.3		Form of Director and Officer Indemnification Agreement, by and among Ryan Specialty Holdings, Inc. and the other signatories party thereto (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 21, 2021).

10.4		Indemnification Agreement, by and among Ryan Specialty Holdings, Inc. and Patrick G. Ryan, dated as of July 26, 2021 (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 8-K filed on July 27, 2021).

10.5		Director Nomination Agreement, dated as of July 26, 2021, by and among Ryan Specialty Holdings, Inc. and the other signatories party thereto (incorporated by reference to Exhibit 10.5 to the Registrant’s Form 8- K filed on July 27, 2021).

10.6		Ryan Specialty Holdings, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed on August 12, 2022).

10.7		First Amendment to the Ryan Specialty Holdings, Inc. 2021 Omnibus Incentive Plan, (incorporated by reference to Exhibit 10.8 to the Registrant’s Form 10-K filed on March 1, 2023).

10.8		Ryan Specialty Holdings, Inc. Form of Class C Common Incentive Unit Grant Agreement (Staking Unit) (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-8 filed on July 23, 2021).


10.9		Ryan Specialty Holdings, Inc. Form of Class C Common Incentive Unit Grant Agreement (Reload Unit) (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-8 filed on July 23, 2021).

10.10		Ryan Specialty Holdings, Inc. Form of Common Unit Grant Agreement (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-8 filed on July 23, 2021).

10.11		Ryan Specialty Holdings, Inc. Form of Restricted Stock Unit Agreement (Non-Employee Directors) (incorporated by reference to Exhibit 10.15 to the Registrant’s Form 10-K filed on March 16, 2022).

10.12		Ryan Specialty Holdings, Inc. Form of Restricted LLC Unit Agreement (2022), (incorporated by reference to Exhibit 10.11 to the Registrant’s Form 10-K filed on February 28, 2024).

10.13		Ryan Specialty Holdings, Inc. Form of Class C Common Incentive Unit Grant Agreement (PSI Units), (incorporated by reference to Exhibit 10.12 to the Registrant’s Form 10-K filed on February 28, 2024).

10.14		Ryan Specialty Holdings, Inc. Form of Performance-Based Restricted Stock Unit Agreement (DELTA PSUs), (incorporated by reference to Exhibit 10.14 to the Registrant’s Form 10-Q filed on May 30, 2024).

10.15		Ryan Specialty Holdings, Inc. Form of Performance-Based Restricted LLC Unit Agreement (DELTA PLUs), (incorporated by reference to Exhibit 10.15 to the Registrant’s Form 10-K filed on February 28, 2024).

10.16		Seventh Amendment to the Credit Agreement, dated September 13, 2024, including Exhibit A, a conformed copy of the Credit Agreement, dated as of September 1, 2020, among Ryan Specialty, LLC and JPMorgan Chase Bank, N.A., as administrative agent and the other lenders party thereto, as amended March 30, 2021, July 26, 2021, August 13, 2021, April 29, 2022, January 19, 2024, July 30, 2024 and September 13, 2024, (incorporated by reference to Exhibit 10.16 to the Registrant’s Form 10-Q filed on October 31, 2024).

10.17		Third Amended and Restated Limited Liability Company Operating Agreement of New Ryan Specialty, LLC, dated as of July 5, 2023, by and among New Ryan Specialty, LLC and the other signatories party thereto, (incorporated by reference to Exhibit 10.20 to the Registrant’s Quarterly Report on Form 10-Q filed on November 03, 2023).

10.18		First Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement of New Ryan Specialty, LLC, dated as of April 30, 2024, by and among New Ryan Specialty, LLC and the other signatories party thereto, (incorporated by reference to Exhibit 10.18 to the Registrant’s Quarterly Report on Form 10-Q filed on August 02, 2024).

10.19		Ryan Specialty Group Services, LLC Executive Severance Plan, (incorporated by reference to Exhibit 10.15 to the Registrant’s Form 10-K filed on February 28, 2024).

19.1		Ryan Specialty Holdings, Inc. Insider Trading Policy dated May 1, 2023, (incorporated by reference to Exhibit 19.1 to the Registrant’s Form 10-K filed on February 21, 2025).

31.1		Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

31.2		Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

32.1*		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, filed herewith.

32.2*		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, filed herewith.

97.1		Clawback Policy Pursuant to Rule 10D-1 under the Exchange Act, (incorporated by reference to Exhibit 97.1 to the Registrant’s Form 10-K filed on February 28, 2024).

101.INS		Inline XBRL (Extensible Business Reporting Language) Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


	RYAN SPECIALTY HOLDINGS, INC. (Registrant)

Date: October 31, 2025	By:	/s/ Janice M. Hamilton

		Janice M. Hamilton
		Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)