Annual report [Section 13 and 15(d), not S-K Item 405]

Mergers and Acquisitions

v3.25.4
Mergers and Acquisitions
 12 Months Ended
Dec. 31, 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 $549.6 million and contingent consideration of $19.6 million. 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 as of December 31, 2025.
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 $28.9 million and
contingent consideration of $23.8 million. A measurement period adjustment related to net working capital of $0.2 million
was recognized as an increase in Goodwill on the Consolidated Balance Sheets as of December 31, 2025.
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
$67.2 million of cash consideration and $20.4 million of LLC Common Units. Measurement period adjustments related to
Commissions and fees receivable – net of $0.8 million, the initial valuation of Customer relationships of $0.4 million, and
net working capital of $0.6 million were recognized as a net $0.6 million increase in Goodwill on the Consolidated Balance
Sheets as of December 31, 2025.
On December 1, 2025, the Company completed the acquisition of Stewart Specialty Risk Underwriting Ltd. (“SSRU”), an
MGU specializing in underwriting large-account, high-hazard property and casualty solutions, based in Toronto, Canada,
for $124.3 million of cash consideration and $8.1 million of RYAN Class A common stock.
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 generally ranging from two to five
years following the date of acquisition.
The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired, inclusive of
measurement period adjustments, during the year ended December 31, 2025:
Velocity
USQ
360
JM Wilson
SSRU
Total
Cash and cash equivalents
$17,736
$—
$548
$—
$8,200
$26,484
Commissions and fees receivable – net
23,650
13,124
571
2,887
3,293
43,525
Fiduciary cash and receivables
105,779
1,649
4,221
22,032
19,574
153,255
Goodwill
366,249
20,759
16,847
47,871
84,844
536,570
Customer relationships1
216,400
19,100
12,303
39,500
51,354
338,657
Other intangible assets
12,000
200
67
300
787
13,354
Property and equipment – net
—
—
—
494
1,397
1,891
Lease right-of-use assets
3,757
612
—
305
1,338
6,012
Other current and non-current assets
2,862
101
82
131
148
3,324
Total assets acquired
$748,433
$55,545
$34,639
$113,520
$170,935
$1,123,072
Accounts payable and accrued liabilities
5,305
193
—
389
2,527
8,414
Accrued compensation
7,129
373
43
231
1,030
8,806
Fiduciary liabilities
105,779
1,649
4,221
25,018
19,574
156,241
Operating lease liabilities
3,757
612
—
305
1,338
6,012
Deferred tax liabilities
57,298
—
1,546
—
14,025
72,869
Total liabilities assumed
$179,268
$2,827
$5,810
$25,943
$38,494
$252,342
Net assets acquired
$569,165
$52,718
$28,829
$87,577
$132,441
$870,730
1 The acquired customer relationships have a weighted-average amortization period of 13.3 years.
Estimates and assumptions used in the acquisition valuations are subject to change within the measurement period up to
one year from each acquisition date. The Company recognized acquisition-related expenses, which include advisory, legal,
accounting, valuation, and diligence-related costs, for the acquisitions above of $15.3 million during the year ended
December 31, 2025, in General and administrative expense on the Consolidated Statements of Income. The Company
recognized an aggregate $109.5 million of revenue related to the 2025 acquisitions above from their respective acquisition
dates during the year ended December 31, 2025. Estimated tax deductible goodwill of $42.1 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. During the year ended
December 31, 2024, 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.
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. During the year ended December 31, 2024, a
measurement period adjustment related to working capital of $5.2 million was recognized as an increase in Goodwill on the
Consolidated Balance Sheets.
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. During the year ended December 31, 2024, 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.
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 included 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 December 31, 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 $2.2 million, Deferred tax assets of $2.2
million, and Commissions and fees receivable – net of $4.7 million were recognized as increases in Goodwill on the
Consolidated Balance Sheets as of December 31, 2025.
The Company recognized acquisition-related expenses, which include advisory, legal, accounting, valuation, and diligence-
related costs, for the 2024 acquisitions of $19.1 million during the year ended December 31, 2024, in General and
administrative expense on the Consolidated Statements of Income. The Company recognized an aggregate $102.8 million
of revenue related to the 2024 acquisitions from their respective acquisition dates during the year ended December 31,
2024. Estimated tax deductible goodwill of $735.8 million was generated as a result of these acquisitions. In conjunction
with the closing of the Castel acquisition, the deal-contingent foreign currency forward (the “Deal-Contingent Forward”),
as described in Note 12, Derivatives, was settled.
2023 Acquisitions
On January 3, 2023, the Company completed the acquisition of certain assets of Griffin Underwriting Services, 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., a medical stop
loss general agent headquartered in Eagle, Idaho, and Point6 Healthcare, LLC, 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 the year ended December 31, 2024, a measurement
period adjustment related to the initial valuation of contingent consideration of $0.6 million was recognized as an increase
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
year ended December 31, 2024, measurement period adjustments related to the initial valuation of contingent consideration
of $0.3 million and Deferred tax assets of $0.4 million were recognized as increases in Goodwill on the Consolidated
Balance Sheets.
The Company recognized acquisition-related expenses, which include advisory, legal, accounting, valuation, and diligence-
related costs, for the 2023 acquisitions of $7.1 million during the year ended December 31, 2023, in General and
administrative expense on the Consolidated Statements of Income. The Company recognized an aggregate $47.2 million of
revenue related to the 2023 acquisitions from their respective acquisition dates during the year ended December 31, 2023.
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 acquisitions occurred on January 1, 2024, the 2024 acquisitions occurred on January 1, 2023, and the 2023
acquisitions occurred on January 1, 2022. 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 dates 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.
Year Ended December 31,
2025
2024
2023
Total revenue
$3,089,163
$2,802,256
$2,410,956
Net income
276,189
14,715
68,743
The unaudited pro forma financial information includes adjustments related to incremental amortization expense on
acquired intangible assets, transaction costs, incremental income tax expense related to CCRs (as defined in Note 17,
Income Taxes), and the consequential tax effects of the pro forma adjustments. The unaudited pro forma financial
information also includes an adjustment for incremental financing costs and interest expense resulting from the debt
activity related to the US Assure and Innovisk acquisitions of $20.6 million and $99.0 million for the years ended
December 31, 2024 and 2023, respectively.
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 14, 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:
Year Ended December 31,
2025
2024
2023
Change in contingent consideration
$13,122
$(22,859)
$5,421
Interest expense, net
8,090
5,472
3,052
Total
$21,212
$(17,387)
$8,473
As of December 31, 2025, the aggregate amount of maximum consideration related to acquisitions was $597.4 million of
contingent consideration and $13.5 million of contingently returnable consideration.