Quarterly report [Sections 13 or 15(d)]

Mergers and Acquisitions

v3.25.3
Mergers and Acquisitions
 9 Months Ended
Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Mergers and Acquisitions 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.