Stockholders' Equity |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| 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 9, Equity-Based
Compensation.
Preferred Stock
There were no shares of preferred stock outstanding as of March 31, 2026 or December 31, 2025. 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.
Share Repurchase Program
On February 10, 2026, the Company’s Board of Directors approved a share repurchase program that authorizes the
Company to repurchase up to $300.0 million of its outstanding Class A common stock. Share repurchases may be made
from time to time on the open market, in privately negotiated transactions, using Rule 10b5-1 trading plans, as accelerated
share repurchases, or in any other manner that complies with the applicable securities law. The timing of purchases and
number of shares repurchased under the program will depend upon a variety of factors including the Company’s stock
price, trading volume, working capital or other liquidity requirements, and market conditions. The Company is not
obligated to purchase any shares under the program and the program may be suspended or discontinued at any time without
notice.
During the three months ended March 31, 2026, the Company repurchased and subsequently retired 982,073 shares of its
Class A common stock in open market transactions for an aggregate purchase price of $40.0 million, exclusive of excise
taxes. As of March 31, 2026, $260.0 million remained available for repurchases under the program.
Dividends
During the three months ended March 31, 2026, the Company’s Board of Directors declared a regular quarterly cash
dividend of $0.13 per share on the Company’s outstanding Class A common stock. During the three months ended
March 31, 2026, $16.7 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 March 31, 2026 and December 31, 2025, the Company owned 49.0% and 49.1%, respectively, of the economic interests
in the LLC, while the non-controlling interest holders owned the remaining 51.0% and 50.9%, respectively, of the
economic interests in the LLC.
Weighted-average ownership percentages for the applicable reporting periods are used to attribute net income (loss) and
other comprehensive income (loss) (“OCI”) to the Company and the non-controlling interest holders. The non-controlling
interest holders’ weighted-average ownership percentage was 50.6% and 51.4% for the three months ended March 31,
2026 and 2025, respectively.
During the three months ended March 31, 2026, the Company declared a regular quarterly cash distribution of $0.06 per
unit on the LLC’s outstanding LLC Common Units. During the three months ended March 31, 2026, $8.1 million in
distributions were paid to the non-controlling interest holders of the LLC Common Units.
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