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.

The $4.9 million of contingently returnable consideration established for Castel was measured at the estimated acquisition date fair value and was a non-cash investing transaction. The contingently returnable consideration is based on specified revenue targets over the next three fiscal years.

The Company recognized acquisition-related expenses, which include advisory, legal, accounting, valuation, and other costs related to diligence, for Castel of $1.2 million and $1.6 million during the three and six months ended June 30, 2024, respectively, in General and administrative expense on the Consolidated Statements of Income. In conjunction with the closing of the Castel acquisition, the deal-contingent foreign currency forward (the “Deal-Contingent Forward”), as described in Note 11, Derivatives, was settled.

2023 Acquisitions

On January 3, 2023, the Company completed the acquisition of certain assets of Griffin Underwriting Services (“Griffin”), a binding authority specialist and wholesale insurance broker headquartered in Bellevue, Washington, for cash consideration of $115.5 million.

On July 1, 2023, the Company completed the acquisitions of certain assets of ACE Benefit Partners, Inc. (“ACE”), a medical stop loss general agent headquartered in Eagle, Idaho, and Point6 Healthcare, LLC (“Point6”), a distributor of medical stop loss insurance on behalf of retail brokers and third-party administrators headquartered in Plano, Texas, for an aggregate $46.8 million of cash consideration and $2.3 million of contingent consideration. During six months ended June 30, 2024, a measurement period adjustment

related to the initial valuation of contingent consideration of $0.6 million was recognized in Goodwill on the Consolidated Balance Sheets.

On July 3, 2023, the Company completed the acquisition of Socius Insurance Services (“Socius”), a national wholesale insurance broker headquartered in Northern California, for $253.5 million of cash consideration, $5.8 million of contingent consideration, and $2.7 million of RYAN Class A common stock.

On December 1, 2023, the Company completed the acquisition of AccuRisk Holdings, LLC (“AccuRisk”), a medical stop loss managing general underwriter headquartered in Chicago, Illinois, for $98.3 million of cash consideration. During the six months ended June 30, 2024, a measurement period adjustment related to the initial valuation of contingent consideration of $0.3 million was recognized in Goodwill on the Consolidated Balance Sheets.

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 2024 and 2023 acquisitions, excluding Griffin as it is already included in the results of all periods presented, occurred on January 1, 2023. 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 results included in the pro forma figures below contain acquisition-related expenses that were not considered pro forma adjustments for the Company.

The unaudited pro forma financial information includes adjustments of (i) incremental amortization expense on acquired intangible assets of $2.8 million and $6.1 million for the three months ended June 30, 2024 and 2023, respectively, and $5.7 million and $12.1 million for the six months ended June 30, 2024 and 2023, respectively, (ii) an increase in transaction costs, including the loss related to the Deal-Contingent Forward for pro forma purposes, of $5.7 million for the six months ended June 30, 2023 and a decrease in such costs of $3.3 million and $6.5 million for the three and six months ended June 30, 2024, respectively, and (iii) an increase of $18.4 million of income tax expense related to the common control reorganizations as part of the Socius and AccuRisk acquisitions for the six months ended June 30, 2023.

Contingent Consideration

Total consideration for certain acquisitions includes contingent consideration or contingently returnable consideration, which are 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 13, 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:

As of June 30, 2024, the aggregate amounts of maximum consideration related to acquisitions were $98.1 million related to contingent consideration and $19.0 million related to contingently returnable consideration.