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

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2025

The components of income before income taxes were as follows:

The components of income tax expense were as follows:


	Year Ended December 31,
	2025	2024	2023
Current income tax expense (benefit)
Federal	$(3,935)	$3,494	$9,179
State	3,353	3,704	3,338
Foreign	4,965	9,126	5,438
Current income tax expense	$4,383	$16,324	$17,955
Deferred income tax expense (benefit)
Federal	67,371	20,497	31,941
State	16,310	7,429	(5,454)
Foreign	(9,037)	(1,609)	(997)
Deferred income tax expense	$74,644	$26,317	$25,490
Total income tax expense (benefit)
Federal	63,436	23,991	41,120
State	19,663	11,133	(2,116)
Foreign	(4,072)	7,517	4,441
Total income tax expense	$79,027	$42,641	$43,445

Reconciliations of income tax expense computed at the U.S. federal statutory income tax rate to the recognized income tax

expense and the U.S. statutory income tax rate to the Company’s effective tax rates are as follows:


	Year Ended December 31,
	2025		2024		2023
Income taxes at U.S. federal statutory rate	$61,569	21.0%	$57,236	21.0%	$49,964	21.0%
Nontaxable and nondeductible items
Income attributable to non-controlling interests and nontaxable income	(33,937)	(11.6%)	(29,898)	(10.9%)	(27,265)	(11.6%)
Nondeductible expenses	3,960	1.4%	2,579	0.9%	2,286	1.0%
Effect of cross-border tax laws	(1,636)	(0.6%)	(1,449)	(0.5%)	256	0.1%
Changes in valuation allowances	—	—%	2,191	0.8%	2,908	1.2%
Equity-based compensation	(13,770)	(4.7%)	(11,209)	(4.1%)	(1,994)	(0.8%)
Common Control Reorganizations1	39,260	13.4%	7,116	2.6%	15,142	6.4%
Change in fair value of contingent consideration2	3,930	1.3%	—	—%	—	—%
Other federal	(409)	(0.1%)	(2,106)	(0.8%)	2,573	1.1%
State and local income tax expense (benefit), net of federal benefit3	19,663	6.7%	11,133	4.1%	(2,116)	(0.9%)
Foreign tax effects
United Kingdom
Nondeductible acquisition expenses	272	0.1%	4,309	1.6%	—	—%
Nontaxable dividends and profit distributions	—	—%	—	—%	(2,971)	(1.2%)
Other	(2,074)	(0.7%)	264	0.1%	1,564	0.7%
Spain
Nondeductible profit distributions	—	—%	—	—%	3,844	1.6%
Other	509	0.2%	533	0.2%	(599)	(0.3%)
Other foreign jurisdictions	1,690	0.6%	1,942	0.7%	(147)	(0.1%)
Income tax expense	$79,027	27.0%	$42,641	15.7%	$43,445	18.2%

1 The total non-cash deferred income tax expense resulting from CCRs for the years ended December 31, 2025, 2024, and

2023, was $48.6 million, $9.5 million, and $18.4 million, respectively, of which $39.3 million, $7.1 million, and $15.1

million, respectively, was included in Domestic federal, and the remaining $9.3 million, $2.4 million, and $3.3 million,

respectively, was included in State and local income tax expense (benefit), net of federal benefit. Refer to the Common

Control Reorganization section below for more information.

2 Represents the income tax expense impact from the change in fair value of contingent consideration recognized for

acquisitions that resulted in CCRs.

3 For the year ended December 31, 2025, state and local income taxes in California, New York, New York City, and Texas

comprised the majority of this category. For the year ended December 31, 2024, state and local income taxes in California,

Illinois, New York, and New York City comprised the majority of this category. For the year ended December 31, 2023,

state and local income taxes in California, Illinois, and New York comprised the majority of this category.

The components of deferred tax assets and liabilities were as follows:


	As of December 31,
	2025	2024
Deferred tax assets
Net operating losses	$23,895	$14,687
Investment in the LLC	287,978	429,850
Start-up costs	5,702	6,246
Equity-based compensation	2,287	1,628
Tax credits	4,239	5,491
Capitalized research and development	874	890
Other accrued items	786	151
Total deferred tax assets	$325,761	$458,943
Valuation allowances	(11,162)	(7,759)
Deferred tax assets, net of valuation allowances	$314,599	$451,184
Deferred tax liabilities
Intangibles	(54,237)	(42,817)
Fixed assets	(58)	—
Other accrued items	—	—
Deferred tax liabilities	$(54,295)	$(42,817)
Net Deferred tax assets	$260,304	$408,367

The cash paid for income taxes, net of refunds was as follows:


	Year Ended December 31,
	2025	2024	2023
Federal	$200	$13,485	$7,339
State and local
Texas	1,122	—	—
New York City	1,026	1,268	1,399
Other state and local	737	1,333	690
Foreign
United Kingdom	3,056	4,291	2,248
Netherlands	2,250	570	—
Spain	4,240	3,778	2,076
Sweden	1,286	2,528	2,551
Other foreign	427	78	98
Total cash paid for income taxes, net of refunds	$14,344	$27,331	$16,401

The following represents the supplemental cash flow information of the Company:


	Year Ended December 31,
	2025	2024	2023
Cash paid for:
Interest, net1	$196,041	$136,953	$128,380

Non-cash investing and financing activities:
Non-controlling interest holders’ tax distributions declared but unpaid	$478	$2,109	$35
Tax Receivable Agreement liabilities	46,758	101,075	68,587
Dividend Equivalents and Declared Distributions liabilities	1,770	4,246	—
Contingently returnable consideration	—	4,868	—
Contingent consideration liabilities	44,535	103,769	11,238

1 Interest paid is presented net of $15.2 million, $24.7 million, and $22.9 million of cash received in connection with the

Company’s interest rate cap for the years ended December 31, 2025, 2024, and 2023, respectively. See Note 12,

Derivatives, for further information on the interest rate cap.

The following summarizes activity related to the Tax Receivable Agreement liabilities:


	Exchange Tax Attributes	Pre-IPO M&A Tax Attributes	TRA Payment Tax Attributes	TRA Liabilities
Balance at December 31, 2023	$194,668	$85,814	$78,416	$358,898
Exchange of LLC Common Units	73,433	5,660	21,982	101,075
Remeasurement – change in state rate	(932)	(391)	(1,183)	(2,506)
Remeasurement – foreign tax credits	(895)	—	—	(895)
Interest expense	—	—	1,302	1,302
Payments	(13,041)	(7,668)	(869)	(21,578)
Balance at December 31, 2024	$253,233	$83,415	$99,648	$436,296
Exchange of LLC Common Units	34,813	2,466	9,479	46,758
Interest expense	—	—	1,112	1,112
Payments	(16,067)	(8,532)	(570)	(25,169)
Balance at December 31, 2025	$271,979	$77,349	$109,669	$458,997

The following table summarizes the tax effects on the components of OCI:


	Year Ended December 31,
	2025	2024	2023
Gain on interest rate cap	$(1,359)	$(1,945)	$(1,628)
Gain on interest rate cap reclassified to earnings	1,867	3,101	2,734
Foreign currency translation adjustments	(5,901)	1,370	(272)
Change in share of equity method investments’ other comprehensive income (loss)	(101)	(842)	173