2023 Acquisitions

On January 3, 2023, the Company completed the acquisition of certain assets of Griffin Underwriting Services (“Griffin”), 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. (“ACE”), a medical stop loss general agent headquartered in Eagle, Idaho, and Point6 Healthcare, LLC (“Point6”), 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.

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.

The $8.1 million of contingent consideration liabilities established for the acquisitions that occurred during the year ended December 31, 2023 were measured at the estimated acquisition date fair value and were non-cash investing transactions. These contingent consideration arrangements are based on the individual businesses’ revenue or EBITDA targets over the next one to two fiscal 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. Estimated tax deductible goodwill of $106.6 million was generated as a result of these acquisitions. The Company recognized acquisition-related expenses, which include advisory, legal, accounting, valuation, and other costs related to diligence, for the acquisitions above of $7.1 million during the year ended December 31, 2023, in General and administrative expense on the Consolidated Statements of Income.

Unaudited Pro Forma Financial Information

The Company recognized an aggregate $47.2 million of revenue related to the 2023 acquisitions above from their respective acquisition dates during the year ended December 31, 2023. The following unaudited pro forma financial information presents the combined results of operations of the Company as if 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 date indicated or of results that may occur in the future.

The unaudited pro forma financial information includes adjustments of (i) incremental amortization expense on intangible assets acquired of $5.2 million and $17.7 million for the years ended December 31, 2023 and 2022, respectively, (ii) an increase in transactions costs of $7.1 million for the year ended December 31, 2022, with an equal decrease to transaction costs in the year ended December 31, 2023, and (iii) an increase of $18.4 million of income tax expense for the year ended December 31, 2022 related to the CCRs (as defined in Note 18, Income Taxes), with an equal decrease in income tax expense for the year ended December 31, 2023.

2022 Acquisition

On November 1, 2022, the Company acquired certain assets of Centurion Liability Insurance Services, LLC (“Centurion”) for $7.7 million of total consideration. The transaction was accounted for as an asset acquisition and resulted in an increase to Customer relationships on the Consolidated Balance Sheets.

Contingent Consideration

Total consideration for certain acquisitions includes contingent 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 is detailed in Note 15, Fair Value Measurements. The Company recognizes income or loss for the changes in fair value of estimated contingent consideration within Change in contingent consideration, and recognizes accretion of the discount on these liabilities within Interest expense, net, on the Consolidated Statements of Income. The table below summarizes the amounts recognized:

The aggregate amount of maximum contingent consideration obligation related to acquisitions was $106.2 million as of December 31, 2023.