Stockholders' Equity |
3 Months Ended |
|---|---|
Mar. 31, 2025 | |
| Equity [Abstract] | |
| Stockholders' Equity |
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, 10,000,000 shares of Class X 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 initially
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, 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
There were no shares of Class X common stock outstanding as of March 31, 2025 or December 31, 2024. Shares of Class
X common stock have no economic, voting, or dividend rights.
Preferred Stock
There were no shares of preferred stock outstanding as of March 31, 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 March 31, 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 three months ended
March 31, 2025, $15.1 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 March 31, 2025 and December 31, 2024, the Company owned 48.1% and 47.9%, respectively, of the economic interests
in the LLC, while the non-controlling interest holders owned the remaining 51.9% 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 51.4% and 54.9% for the three months ended March 31, 2025 and
2024, respectively.
During the three months ended March 31, 2025, the Company declared a regular quarterly cash distribution of $0.05 per
unit on the LLC’s outstanding LLC Common Units. During the three months ended March 31, 2025, $6.8 million in
distributions were paid to the non-controlling interest holders of the LLC Common Units.
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