Stockholders' Equity |
12 Months Ended |
|---|---|
Dec. 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, 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 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, or as of September 30, 2029, at the latest, each share 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 10, Equity-Based
Compensation.
Class X Common Stock
During the year ended December 31, 2025, the Company amended and restated its certificate of incorporation to, among
other changes, eliminate Class X common stock and, as such, it is no longer authorized to be issued. As of December 31,
2024, there were 10,000,000 shares of Class X common stock authorized. However, there were no shares of Class X
common stock outstanding as of December 31, 2025 or 2024. Shares of Class X common stock had no economic, voting,
or dividend rights.
Preferred Stock
There were no shares of preferred stock outstanding as of December 31, 2025 or 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 year ended December 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 year ended December 31, 2025, $61.0
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 December 31, 2025 and 2024, the Company owned 49.1% and 47.9%, respectively, of the economic interests in the
LLC, while the non-controlling interest holders owned the remaining 50.9% 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 and OCI to
the Company and the non-controlling interest holders. The non-controlling interest holders’ weighted-average ownership
percentage was 51.5%, 52.0%, and 56.1% for the years ended December 31, 2025, 2024, and 2023, respectively.
During the year ended December 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 year ended December 31, 2025, $27.1 million in distributions were
paid to the non-controlling interest holders of the LLC Common Units
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