Ryan Specialty Quarterly report [Sections 13 or 15(d)]

Quarterly report [Sections 13 or 15(d)]

Equity-Based Compensation

Equity-Based Compensation

3 Months Ended

Mar. 31, 2025

Share-Based Payment Arrangement [Abstract]

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.


	Three Months Ended March 31, 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	—	—	—	—
Forfeited	—	—	—	—
Unvested at end of period	413,820	$21.15	135,991	$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.


	Three Months Ended March 31, 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	—	—	444,725	69.47
Vested	(15,993)	23.11	(18,825)	37.20
Forfeited	(8,572)	23.34	(8,889)	56.24
Unvested at end of period	2,675,401	$23.14	2,791,698	$47.49

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. In general, vested Staking Options are exercisable up to the eleventh

anniversary of the grant 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.


	Three Months Ended March 31, 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	(71,135)	—	—	—
Forfeited	—	—	—	—
Outstanding at end of period	3,799,629	66,667	281,652	$43.97

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 March 31, 2025, there were 6,666 and 1,486,150 exercisable Staking and Reload Options, respectively, and no

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

Options outstanding and exercisable as of March 31, 2025, were as follows:


Aggregate intrinsic value ($ in thousands):
Reload Options outstanding		$191,387
Reload Options exercisable		74,857
Staking Options outstanding		3,358
Staking Options exercisable		336
Incentive Options outstanding		8,421
Incentive Options exercisable		—
Weighted-average remaining contractual term (in years):
Reload Options outstanding		6.1
Reload Options exercisable		6.0
Staking Options outstanding		7.3
Staking Options exercisable		7.3
Incentive Options outstanding		8.0
Incentive Options exercisable		—

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.


	Three Months Ended March 31, 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	—	—	—	—
Forfeited	—	—	—	—
Unvested at end of period	1,293,538	$25.10	686,712	$44.30

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.


	Three Months Ended March 31, 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	—	—	—	—
Forfeited	—	—	—	—
Unvested at end of period	952,595	1,605,003	495,822	$36.75

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 $23.29 and $23.34 as of March 31, 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 three months ended March 31, 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.


	Three Months Ended March 31, 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	1,291,255	27.53	—	—
Vested	—	—	—	—
Forfeited	—	—	—	—
Unvested at end of period	1,658,251	$27.63	487,218	$24.40

The fair value of the performance-based awards granted during the three months ended March 31, 2025, was determined

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


Volatility	23.6%
Time to maturity (years)	4.8
Risk-free rate	4.0%
RYAN stock price at valuation date	$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. The RYAN stock price at the valuation date

is the base for the stock price CAGR target.

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 next grant is anticipated to occur in the second quarter

of 2025 concurrent with the annual shareholders’ meeting.

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 March 31, 2025, the Company accrued $1.1 million and $0.1 million related to Dividend Equivalents and Declared

Distributions, respectively, in Accounts payable and accrued liabilities, and $3.6 million and $0.5 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 March 31, 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	$568	0.2
IPO RSUs	24,582	3.1
Incentive RSUs	78,160	2.8
Reload Options	713	0.5
Staking Options	146	0.2
Incentive Options	1,416	1.2
PSUs	42,651	5.0
Restricted Common Units	297	0.1
IPO RLUs	15,598	4.4
Incentive RLUs	17,265	1.7
Reload Class C Incentive Units	467	0.7
Staking Class C Incentive Units	8,290	3.9
Class C Incentive Units	4,852	3.4
PLUs	9,224	3.8
Total unrecognized equity-based compensation expense	$204,229

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 March 31, 2025, in the same view.


	Recognized		Unrecognized
	Three Months Ended March 31,		As of March 31, 2025
	2025	2024	As of March 31, 2025
IPO awards
IPO RSUs and Staking Options	$2,666	$3,013	$24,728
IPO RLUs and Staking Class C Incentive Units	1,964	2,548	23,888
Incremental Restricted Stock and Reload Options	402	954	997
Incremental Restricted Common Units and Reload Class C Incentive Units	271	1,279	675
Pre-IPO incentive awards
Restricted Stock	164	427	284
Restricted Common Units	48	208	89
Post-IPO incentive awards
Incentive RSUs	8,834	5,983	78,160
Incentive RLUs	2,013	1,578	17,265
Incentive Options	813	201	1,416
Class C Incentive Units	509	515	4,852
PSUs	1,083	125	42,651
PLUs	606	198	9,224
Other expense
Director Stock Grants	500	281	—
Total equity-based compensation expense	$19,873	$17,310	$204,229