RYAN SPECIALTY HOLDINGS, INC. (RYAN)

CIK: 0001849253. SIC: 6411 Insurance Agents, Brokers & Service. Latest 10-K as of: 2026-02-13.

SIC breadcrumb: Finance, Insurance, And Real Estate > SIC Major Group 64 > SIC 6411 Insurance Agents, Brokers & Service

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1849253. Latest filing source: 0001849253-26-000006.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-13. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001849253.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-01. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001849253.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001849253-26-000026.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-05-01. Report date: 2026-03-31.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

The following discussion and analysis summarizes the significant factors affecting the consolidated operating results,

financial condition, liquidity, and cash flows of the Company as of and for the periods presented below. The following

discussion and analysis should be read in conjunction with our Consolidated Financial Statements and the related notes

included elsewhere in this Quarterly Report on Form 10-Q and in the Annual Report on Form 10-K for the year ended

December 31, 2025, which was filed with the SEC on February 13, 2026. The discussion contains forward-looking

statements that are based on the beliefs of management, as well as assumptions made by, and information currently

available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking

statements as a result of various factors, including those discussed below and in our Annual Report on Form 10-K,

particularly in the sections entitled “Risk Factors” and “Information Concerning Forward-Looking Statements.”

The following discussion provides commentary on the financial results derived from our unaudited financial statements for

the three months ended March 31, 2026 and 2025, prepared in accordance with U.S. GAAP. In addition, we regularly

review the following Non-GAAP measures when assessing performance: Organic revenue growth rate, Adjusted

compensation and benefits expense, Adjusted compensation and benefits expense ratio, Adjusted general and

administrative expense, Adjusted general and administrative expense ratio, Adjusted EBITDAC, Adjusted EBITDAC

margin, Adjusted net income, Adjusted net income margin, and Adjusted diluted earnings per share. See “Non-GAAP

Financial Measures and Key Performance Indicators” for further information.

Overview

Founded by Patrick G. Ryan in 2010, we are a service provider of specialty products and solutions for insurance brokers,

agents, and carriers. We provide distribution, underwriting, product development, administration, and risk management

services by acting predominantly as a wholesale broker and a managing underwriter or a program administrator with

delegated authority from insurance carriers. Our mission is to provide industry-leading innovative specialty insurance

solutions for insurance brokers, agents, and carriers.

For retail insurance agents and brokers, we assist in the placement of complex or otherwise hard-to-place risks. For

insurance and reinsurance carriers, we predominantly work with retail and wholesale insurance brokers to source, onboard,

underwrite, and service these same types of risks. A significant majority of the premiums we place are bound in the E&S

market, which includes Lloyd’s of London. There is often significantly more flexibility in terms, conditions, and rates in

the E&S market relative to the Admitted or “standard” insurance market. We believe that the additional freedom to craft

bespoke terms and conditions in the E&S market allows us to best meet the needs of our trading partners, provide unique

solutions, and drive innovation. We believe our success has been achieved by providing best-in-class intellectual capital,

leveraging our trusted and long-standing relationships, and developing differentiated solutions at a scale unmatched by

many of our competitors.

Significant Events and Transactions

Corporate Structure

We are a holding company and our sole material asset is a controlling equity interest in New LLC, which is also a holding

company and its sole material asset is a controlling equity interest in the LLC. The Company operates and controls the

business and affairs of, and consolidates the financial results of, the LLC through New LLC. We conduct our business

through the LLC. As the LLC is substantively the same as New LLC, for the purpose of this discussion we will refer to

both New LLC and the LLC as the “LLC”.

The LLC is a limited liability company taxed as a partnership for income tax purposes, and its taxable income or loss is

passed through to its members, including the Company. The LLC is subject to income taxes on its taxable income in certain

foreign countries, in certain state and local jurisdictions that impose income taxes on partnerships, and on the taxable

income of its U.S. corporate subsidiaries. As a result of our ownership of LLC Common Units, we are subject to U.S.

federal, state, and local income taxes with respect to our allocable share of any taxable income of the LLC and are taxed at

the prevailing corporate tax rates. We intend to cause the LLC to make distributions in an amount that is at least sufficient

to allow us to pay our tax obligations and operating expenses, including distributions to fund any ordinary course payments

due under the Tax Receivable Agreement. See “Liquidity and Capital Resources - Tax Receivable Agreement” for

additional information about the TRA.

29

Empower Program

In the first quarter of 2026, we initiated a three-year restructuring program (the “Empower Program”) that will streamline

our brokerage, binding, and underwriting operations, optimize our scale, accelerate our data and technology strategies, and

enhance efficiencies across all of our Specialties. The program is estimated to result in approximately $160 million of

cumulative one-time charges through 2028, funded through operating cash flow, and is expected to generate annual savings

of approximately $80 million in 2029. Actions taken under the Empower Program are expected to be completed by the end

of 2028. Restructuring costs will primarily be included in General and administrative expense, relating to third-party

professional services, technology and data initiatives, and other expenses. The remaining costs will be incurred through

Compensation and benefits expense, predominately relating to third-party contractor and other workforce-related costs.

We began recognizing costs associated with the restructuring plan in the first quarter of 2026. For the three months ended

March 31, 2026, we incurred restructuring and related costs of $5.9 million, which represent cumulative costs since the

inception of the program. Of the cumulative $5.9 million expense, $3.4 million was incurred in general and administrative

expense with the remaining being workforce-related costs. While the current results of the Empower Program are in line

with expectations, changes to the total savings estimate and timing of the Empower Program may evolve as we continue to

progress through the program and evaluate other potential opportunities. The actual amounts and timing may vary

significantly based on various factors.

Key Factors Affecting Our Performance

Our historical financial performance has been, and we expect our financial performance in the future to be, driven by our

ability to:

Pursue Strategic Acquisitions

We have successfully integrated businesses complementary to our own to increase both our distribution reach and our

product and service capabilities. We continuously evaluate acquisitions and intend to further pursue targeted acquisitions

that complement our product and service capabilities or provide us access to new markets. We have previously made, and

intend to continue to make, acquisitions with the objective of enhancing our human capital and product and service

capabilities, entering natural adjacencies, and expanding our geographic presence. Our ability to successfully pursue

strategic acquisitions is dependent upon a number of factors, including sustained execution of a disciplined and selective

acquisition strategy which requires acquisition targets to have a cultural and strategic fit, competition for these assets,

purchase price multiples that we deem appropriate and our ability to effectively integrate targeted companies or assets and

grow our business. We do not have agreements or commitments for any material acquisitions at this time.

Deepen and Broaden our Relationships with Retail Broker Trading Partners

We have deep engagement with our retail broker trading partners, and we believe we have the ability to transact in even

greater volume with nearly all of them. For example, in 2025, our revenue derived from the Top 100 firms (as ranked by

Business Insurance) expanded faster than our Organic revenue growth rate of 10.1%. Our ability to deepen and broaden

relationships with our retail broker trading partners and increase sales is dependent upon a number of factors, including

client satisfaction with our distribution reach and our product capabilities, retail brokers continuing to require or desire our

services, competition, pricing, economic conditions, and spending on our product offerings.

Build Our Delegated Authority Business

We believe there is substantial opportunity to continue to grow our Delegated Authority business, which includes both our

Binding Authority Specialty and Underwriting Management Specialty. We believe that both M&A consolidation and panel

consolidation have a long runway. We believe that both M&A consolidation and the use and reliance on scaled delegated

Underwriting Management will continue to grow. Our ability to grow this business is dependent upon a number of factors,

including a continuing ability to secure sufficient capital support from insurers, the quality of our services and product

offerings, marketing and sales efforts to drive new business prospects and execution, new product offerings, the pricing and

quality of our competitors’ offerings, and the growth in demand for the insurance products.

Invest in Operations and Growth

We have invested heavily in building a durable business that is able to adapt to the continuously evolving specialty and

E&S markets and intend to continue to do so. We are focused on enhancing the breadth of our product and service

offerings as well as developing and launching new solutions to address the evolving needs of the specialty insurance

industry and markets. Our future success is dependent upon a number of factors, including our ability to successfully

develop, market, and sell existing and new products and services to both new and existing trading partners. We will

30

continue to prioritize strategic investments that support revenue growth such as investments in talent, de novo formations,

product innovation and solutions, M&A, and technology in order to maximize long-term value creation, which could have

a short-term margin impact.

The Empower Program initiated in the first quarter of 2026 is designed to enhance efficiencies across all of our Specialties.

The efficiencies we gain through the Empower Program are expected to allow us to continue making strategic investments

in growth, top-tier talent, and de novo formations, and address the rapidly evolving needs of our clients.

Generate Commission Regardless of the State of the Specialty and E&S Markets

We earn commissions, which are calculated as a percentage of the total insurance policy premium, and fees. Changes in the

insurance market or specialty lines that are our focus, characterized by a period of increasing (or declining) premium rates,

could positively (or negatively) impact our profitability.

Managing Changing Macroeconomic Conditions

Growth in certain lines of business, such as project-based construction and M&A transactional liability insurance, is

partially dependent on a variety of macroeconomic factors inasmuch as binding the underlying insurance coverage is

subject to the underlying activity occurring. In periods of economic growth, liquid credit markets, and favorable interest

rates, this underlying activity can accelerate and provide tailwinds to our growth. In periods of economic decline, tight

credit markets, and unfavorable interest rates, this underlying activity can slow or be delayed and provide headwinds to our

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-13. Report date: 2025-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

The following discussion and analysis summarizes the significant factors affecting the consolidated operating

results, financial condition, liquidity, and cash flows of the Company as of and for the periods presented below. The

following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and the

related notes included elsewhere in this Annual Report on Form 10-K. The discussion contains forward-looking statements

that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our

management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a

result of various factors, including those discussed below and in the sections entitled “Risk Factors” and “Information

Concerning Forward-Looking Statements”.

The following discussion provides commentary on the financial results derived from our audited financial

statements for the years ended December 31, 2025, 2024, and 2023, prepared in accordance with U.S. GAAP. In addition,

we regularly review the following Non-GAAP measures when assessing performance: Organic revenue growth rate,

Adjusted compensation and benefits expense, Adjusted compensation and benefits expense ratio, Adjusted general and

administrative expense, Adjusted general and administrative expense ratio, Adjusted EBITDAC, Adjusted EBITDAC

margin, Adjusted net income, Adjusted net income margin, and Adjusted diluted earnings per share. See “Non-GAAP

Financial Measures and Key Performance Indicators” for further information.

Overview

Founded by Patrick G. Ryan in 2010, we are a service provider of specialty products and solutions for insurance

brokers, agents, and carriers. We provide distribution, underwriting, product development, administration, and risk

management services by acting predominantly as a wholesale broker and a managing underwriter or a program

administrator with delegated authority from insurance carriers. Our mission is to provide industry-leading innovative

specialty insurance solutions for insurance brokers, agents, and carriers.

For retail insurance agents and brokers, we assist in the placement of complex or otherwise hard-to-place risks.

For insurance and reinsurance carriers, we predominantly work with retail and wholesale insurance brokers to source,

onboard, underwrite, and service these same types of risks. A significant majority of the premiums we place are bound in

the E&S market, which includes Lloyd’s of London. There is often significantly more flexibility in terms, conditions, and

rates in the E&S market relative to the Admitted or “standard” insurance market. We believe that the additional freedom to

craft bespoke terms and conditions in the E&S market allows us to best meet the needs of our trading partners, provide

unique solutions, and drive innovation. We believe our success has been achieved by providing best-in-class intellectual

capital, leveraging our trusted and long-standing relationships, and developing differentiated solutions at a scale unmatched

by many of our competitors.

Significant Events and Transactions

Corporate Structure

We are a holding company and our sole material asset is a controlling equity interest in New LLC, which is also

a holding company and its sole material asset is a controlling equity interest in the LLC. The Company operates and

controls the business and affairs of, and consolidates the financial results of, the LLC through New LLC. We conduct our

business through the LLC. As the LLC is substantively the same as New LLC, for the purpose of this discussion we will

refer to both New LLC and the LLC as the “LLC”.

The LLC is a limited liability company taxed as a partnership for income tax purposes, and its taxable income

or loss is passed through to its members, including the Company. The LLC is subject to income taxes on its taxable income

in certain foreign countries, in certain state and local jurisdictions that impose income taxes on partnerships, and on the

taxable income of its U.S. corporate subsidiaries. As a result of our ownership of LLC Common Units, we are subject to

U.S. federal, state, and local income taxes with respect to our allocable share of any taxable income of the LLC and are

taxed at the prevailing corporate tax rates. We intend to cause the LLC to make distributions in an amount that is at least

sufficient to allow us to pay our tax obligations and operating expenses, including distributions to fund any ordinary course

payments due under the Tax Receivable Agreement. See “Liquidity and Capital Resources - Tax Receivable Agreement”

for additional information about the TRA.

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Table of Contents

Empower Program

In the first quarter of 2026 we are initiating a three-year restructuring program (the "Empower Program") that

will streamline our brokerage, binding, and underwriting operations, optimize our scale, accelerate our data and technology

strategies, and enhance efficiencies across all of our specialties. The program is estimated to result in approximately $160

million of cumulative one-time charges through 2028, and we expect it to generate annual savings of approximately $80

million in 2029. Actions taken under the Empower Program are expected to be completed by the end of 2028.

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, based in Nashville,

Tennessee.

On May 1, 2025, the Company completed the acquisition of USQRisk Holdings, LLC, a company that

underwrites, structures, prices, and places specialty insurance for corporate clients seeking bespoke, multi-year risk

solutions based in New York and London.

On May 16, 2025, the Company completed the acquisition of 360° Underwriting, an MGU specializing in

commercial construction, based in Dublin and Galway, Ireland.

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.

On December 1, 2025, the Company completed the acquisition of Stewart Specialty Risk Underwriting Ltd., an

MGU specializing in underwriting large-account, high-hazard property and casualty solutions, based in Toronto, Canada.

We believe these acquisitions complement our product capabilities, enhance our human capital, expand our

total addressable market, and provide us access to new markets in new geographies. See “Note 4, Mergers and

Acquisitions” in the footnotes to the consolidated financial statements in this Annual Report for further discussion.

Key Factors Affecting Our Performance

Our historical financial performance has been, and we expect our financial performance in the future to be,

driven by our ability to:

Pursue Strategic Acquisitions

We have successfully integrated businesses complementary to our own to increase both our distribution reach

and our product and service capabilities. We continuously evaluate acquisitions and intend to further pursue targeted

acquisitions that complement our product and service capabilities or provide us access to new markets. We have previously

made, and intend to continue to make, acquisitions with the objective of enhancing our human capital and product and

service capabilities, entering natural adjacencies, and expanding our geographic presence. Our ability to successfully

pursue strategic acquisitions is dependent upon a number of factors, including sustained execution of a disciplined and

selective acquisition strategy which requires acquisition targets to have a cultural and strategic fit, competition for these

assets, purchase price multiples that we deem appropriate and our ability to effectively integrate targeted companies or

assets and grow our business. We do not have agreements or commitments for any material acquisitions at this time.

Deepen and Broaden our Relationships with Retail Broker Trading Partners

We have deep engagement with our retail broker trading partners, and we believe we have the ability to transact

in even greater volume with nearly all of them. For example, in 2024, our revenue derived from the Top 100 firms (as

ranked by Business Insurance) expanded faster than our Organic revenue growth rate of 10.1%. Our ability to deepen and

broaden relationships with our retail broker trading partners and increase sales is dependent upon a number of factors,

including client satisfaction with our distribution reach and our product capabilities, retail brokers continuing to require or

desire our services, competition, pricing, economic conditions, and spending on our product offerings.

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Table of Contents

Build Our Delegated Authority Business

We believe there is substantial opportunity to continue to grow our Delegated Authority business, which

includes both our Binding Authority Specialty and Underwriting Management Specialty. We believe that both M&A

consolidation and panel consolidation have a long runway. We believe that both M&A consolidation and the use and

reliance on scaled delegated Underwriting Management will continue to grow. Our ability to grow this business is

dependent upon a number of factors, including a continuing ability to secure sufficient capital support from insurers, the

quality of our services and product offerings, marketing and sales efforts to drive new business prospects and execution,

new product offerings, the pricing and quality of our competitors’ offerings, and the growth in demand for the insurance

products.

Invest in Operations and Growth

We have invested heavily in building a durable business that is able to adapt to the continuously evolving

specialty and E&S markets and intend to continue to do so. We are focused on enhancing the breadth of our product and

service offerings as well as developing and launching new solutions to address the evolving needs of the specialty

insurance industry and markets. Our future success is dependent upon a number of factors, including our ability to

successfully develop, market, and sell existing and new products and services to both new and existing trading partners.

We will continue to prioritize strategic investments that support revenue growth such as investments in talent, de novo

formations, product innovation and solutions, M&A, and technology in order to maximize long-term value creation, which

could have a short-term margin impact.

The Empower Program initiated in the first quarter of 2026 is designed to enhance efficiencies across all of our

specialties. The efficiencies we gain through the Empower Program are expected to allow us to continue making strategic

investments in growth, top-tier talent, de novo formations, and address the rapidly evolving needs of our clients.

Generate Commission Regardless of the State of the Specialty and E&S Markets

We earn commissions, which are calculated as a percentage of the total insurance policy premium, and fees.

Changes in the insurance market or specialty lines that are our focus, characterized by a period of increasing (or declining)

premium rates, could positively (or negatively) impact our profitability.

Managing Changing Macroeconomic Conditions

Growth in certain lines of business, such as project-based construction and M&A transactional liability

insurance, is partially dependent on a variety of macroeconomic factors inasmuch as binding the underlying insurance

coverage is subject to the underlying activity occurring. In periods of economic growth, liquid credit markets, and

favorable interest rates, this underlying activity can accelerate and provide tailwinds to our growth. In periods of economic

decline, tight credit markets, and unfavorable interest rates, this underlying activity can slow or be delayed and provide

headwinds to our growth. We believe over the long term these lines of business will continue to grow.

Leverage the Growth of the Specialty and E&S Markets

The growing relevance of the specialty and E&S markets has been driven by the rapid emergence and sustained

prevalence of large, complex, high-hazard, and otherwise hard-to-place risks across many lines of insurance. This trend

continued in 2025, with $125 billion of insured catastrophe losses, driven by $52 billion of insured losses related to severe

convective storms (“SCS”) with 19 SCS events that caused losses in excess of $1 billion, which together accounted for the

third-highest annual total for insured losses on record for SCS events and over $41 billion in losses generated from

California wildfires. The year also included floods in central Texas and the Mississippi valley, causing over 135 fatalities

and over $3 billion in insured losses. Additionally, these risks include the potential for more severe hurricanes that occur

with greater frequency, more devastating wildfires, more frequent flooding, escalating jury verdicts and social inflation,

geographic shifts in population density, a proliferation of cyber threats, novel health risks, risks associated with large sports

and entertainment venues, building and labor cost inflation relative to insured value, and the transformation of the economy

to a “digital first” mode of doing business. We believe that as the complexity of the specialty and E&S markets continues

to escalate, wholesale brokers and managing underwriters that do not have sufficient scale, or the financial and intellectual

capital to invest in the required specialty capabilities, will struggle to compete effectively. This will further the trend of

market share consolidation among the wholesale firms that do have these capabilities. We will continue to invest in our

intellectual capital to innovate and offer custom solutions and products to better address these evolving market

fundamentals.

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Although we believe this growth will continue, we recognize that the growth of the specialty and E&S markets

might not be linear as risks can and do shift between the E&S, including the specialty market, and non-E&S markets as

market factors change and evolve. For example, we benefited from a rapid increase in both the flow of property risks into

the wholesale channel and the premium rate charged for those risks in 2023 and the first half of 2024 as the frequency and

severity of catastrophe losses, attritional losses and secondary perils such as severe convective storms, economic inflation,

concentration of exposures, higher retentions of risk, and higher reinsurance costs applied pressure to insurers and capacity

tightened. In the second half of 2024 and throughout 2025, the specialty and E&S markets experienced a shift in these

trends as insurance capacity for these property risks increased, which resulted in a decline in property premium rates. We

believe these factors have created additional opportunities for retailers to place property coverage directly, and we believe

the market dynamics exist for these factors to potentially continue into 2026.

Components of Results of Operations

Revenue

Net Commissions and Fees

Net commissions and fees are derived primarily from our three Specialties and are paid for our role as an

intermediary in facilitating the placement of coverage in the insurance distribution chain. Net commissions and policy fees

are generally calculated as a percentage of the total insurance policy premium placed, although fees can often be a fixed

amount irrespective of the premium, and we also receive supplemental commissions based on the volume placed or

profitability of a book of business. We share a portion of these net commissions and policy fees with the retail insurance

broker and recognize revenue on a net basis. Additionally, carriers may also pay us a contingent commission or volume-

based commission, both of which represent forms of contingent or supplemental consideration associated with the

placement of coverage and are based primarily on underwriting results, but may also contain considerations for only

volume, growth, and/or retention. Although we have compensation arrangements called contingent commissions in all

three Specialties that are based in whole or in part on the underwriting performance, we do not take any direct insurance

risk other than through our equity method investments in Geneva Re through Ryan Investment Holdings, LLC and

Velocity Specialty Insurance Company (“VSIC”). We also receive loss mitigation and other fees, some of which are not

dependent on the placement of a risk.

In our Wholesale Brokerage and Binding Authority Specialties, we generally work with retail insurance brokers

to secure insurance coverage for their clients, who are the ultimate insured party. Our Wholesale Brokerage and Binding

Authority Specialties generate revenues through commissions and fees from clients, as well as through supplemental

commissions, which may be contingent commissions or volume-based commissions from carriers. Commission rates and

fees vary depending upon several factors, which may include the amount of premium, the type of insurance coverage

provided, the particular services provided to a client or carrier, and the capacity in which we act. Payment terms are

consistent with current industry practice.

In our Underwriting Management Specialty, we utilize delegated authority granted to us by carriers and we

work with retail insurance brokers or wholesale brokers to secure insurance coverage for the ultimate insured party. Our

Underwriting Management Specialty generates revenues through insurance and reinsurance commissions and fees from

clients and through contingent commissions from carriers. Commission rates and fees vary depending upon several factors

including the premium, the type of coverage, and additional services provided to the client. Payment terms are consistent

with current industry practice.

Fiduciary Investment Income

Fiduciary investment income consists of interest earned on insurance premiums and surplus lines taxes that are

held in a fiduciary capacity, in cash and cash equivalents, until disbursed.

Expenses

Compensation and Benefits

Compensation and benefits is our largest expense. It consists of (i) salary, incentives and benefits to employees,

and commissions to our producers and (ii) equity-based compensation associated with the grants of awards to employees,

executive officers, and directors. We operate in competitive markets for human capital and we need to maintain

competitive compensation levels in order to maintain and grow our talent base.

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General and Administrative

General and administrative expense includes travel and entertainment expenses, information technology,

occupancy-related expenses, foreign exchange, legal, insurance and other professional fees, and other costs associated with

our operations. In particular, our travel and entertainment expenses, information technology expenses, occupancy-related

expenses, and professional services expenses generally increase or decrease in relative proportion to the number of our

employees and the overall size and scale of our business operations.

Amortization

Amortization expense consists primarily of amortization related to intangible assets we acquired in connection

with our acquisitions. Intangible assets consist of customer relationships, trade names, assembled workforce, and internally

developed software. 

Interest Expense, Net

Interest expense, net consists of interest payable on indebtedness, amortization of the Company’s interest rate

cap, imputed interest on contingent consideration, and amortization of deferred debt issuance costs, offset by interest

income on the Company’s Cash and cash equivalents balances and payments received in relation to the interest rate cap.

Other Non-Operating Loss (Income)

For year ended December 31, 2025, Other non-operating loss (income) consisted of seller reimbursement of

acquisition-related retention incentives, sublease income, and forfeitures of vested equity awards offset by TRA contractual

interest and related charges. For the year ended December 31, 2024, Other non-operating loss (income) included expense

related to Term Loan modifications and TRA contractual interest and related charges offset by income related to a decrease

in our blended state tax rates and foreign tax credit impact on the TRA remeasurement and sublease income. For the year

ended December 31, 2023, Other non-operating loss (income) included charges related to the change in the TRA liability

caused by a change in our blended state tax rates.

Income Tax Expense

Income tax expense includes tax on the Company’s allocable share of any net taxable income from the LLC,

from certain state and local jurisdictions that impose taxes on partnerships, as well as earnings from our foreign

subsidiaries and C-Corporations subject to entity level taxation, and income tax expense recognized as a result of the

Common Control Reorganization (“CCR”) subsequent to the Velocity acquisition in the first quarter of 2025.

Non-Controlling Interests

Net income and Other comprehensive income (loss) are attributed to the non-controlling interests based on the

weighted-average LLC Common Units outstanding during the period and is presented on the Consolidated Statements of

Income. Refer to “Note 9, Stockholders’ Equity” of the audited consolidated financial statements in this Annual Report for

more information.

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Results of Operations

Below is a summary table of the financial results and Non-GAAP measures that we find relevant to our

business operations:

Year Ended December 31,

(in thousands, except percentages and per share data)

2025

2024

2023

Revenue

Net commissions and fees

$2,994,582

$2,455,671

$2,026,596

Fiduciary investment income

56,544

60,039

50,953

Total revenue

$3,051,126

$2,515,710

$2,077,549

Expenses

Compensation and benefits

1,803,397

1,591,077

1,321,029

General and administrative

453,452

352,050

276,181

Amortization

274,426

157,845

106,799

Depreciation

13,089

9,785

9,038

Change in contingent consideration

13,122

(22,859)

5,421

Total operating expenses

$2,557,486

$2,087,898

$1,718,468

Operating income

$493,640

$427,812

$359,081

Interest expense, net

222,384

158,448

119,507

Income from equity method investments

(21,236)

(18,231)

(8,731)

Other non-operating loss (income)

(692)

15,041

10,380

Income before income taxes

$293,184

$272,554

$237,925

Income tax expense

79,027

42,641

43,445

Net income

$214,157

$229,913

$194,480

GAAP financial measures

Revenue

$3,051,126

$2,515,710

$2,077,549

Net commissions and fees

2,994,582

2,455,671

2,026,596

Compensation and benefits

1,803,397

1,591,077

1,321,029

General and administrative

453,452

352,050

276,181

Net income

214,157

229,913

194,480

Compensation and benefits expense ratio (1)

59.1%

63.2%

63.6%

General and administrative expense ratio (2)

14.9%

14.0%

13.3%

Net income margin (3)

7.0%

9.1%

9.4%

Earnings per share (4)

$0.50

$0.78

$0.53

Diluted earnings per share (4)

$0.47

$0.71

$0.52

Non-GAAP financial measures*

Organic revenue growth rate

10.1%

12.8%

15.4%

Adjusted compensation and benefits expense

$1,692,000

$1,426,674

$1,222,342

Adjusted compensation and benefits expense ratio

55.5%

56.7%

58.8%

Adjusted general and administrative expense

$392,384

$277,813

$230,467

Adjusted general and administrative expense ratio

12.9%

11.0%

11.1%

Adjusted EBITDAC

$966,742

$811,223

$624,740

Adjusted EBITDAC margin

31.7%

32.2%

30.1%

Adjusted net income

$548,219

$493,521

$375,582

Adjusted net income margin

18.0%

19.6%

18.1%

Adjusted diluted earnings per share

$1.96

$1.79

$1.38

(1)Compensation and benefits expense ratio is defined as Compensation and benefits expense divided by Total revenue.

(2)General and administrative expense ratio is defined as General and administrative expense divided by Total revenue.

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(3)Net income margin is defined as Net income divided by Total revenue.

(4)See “Note 11, Earnings Per Share” in the footnotes to the consolidated financial statements in this Annual Report for

further discussion of how these metrics are calculated.

* These measures are Non-GAAP. Please refer to the section entitled “Non-GAAP Financial Measures and Key

Performance Indicators” below for definitions and reconciliations to the most directly comparable GAAP measure.

Comparison of the Years Ended December 31, 2025 and 2024

Revenue

Total Revenue

Total revenue increased by $535.4 million, or 21.3%, from $2,515.7 million to $3,051.1 million, for the year

ended December 31, 2025, as compared to the prior year. The following were the drivers of the increase:

•$245.4 million, or 9.8%, of the period-over-period change in Total revenue was due to acquisitions during

their first twelve months of ownership by the Company. Acquisition revenue was offset by a $1.6 million

decline in revenue period-over-period relating to the sale of a small non-subscription workers compensation

book of business at the end of 2024;

•$240.3 million, or 9.5%, of the period-over-period change in Total revenue was due to organic revenue

growth in Net commissions and fees. Organic revenue growth represents the change in Net commissions

and fees revenue, as compared to the same period for the year prior, adjusted for Net commissions and fees

attributable to recent acquisitions during the first twelve months of Ryan Specialty’s ownership, and other

adjustments such as the removal of the impact of contingent commissions and the impact of changes in

foreign exchange rates. In aggregate, our net commission rates were consistent period-over-period. Also,

we grew our client relationships, in aggregate, within each of our three Specialties. The growth of these

relationships is due to the combination of growth in specialty and E&S markets and winning new business

from competitors. We experienced growth across the majority of our casualty lines, offset by a moderate

pullback across our property portfolio. The moderate pullback across our property portfolio was driven by a

continued decline in rates and retailers realizing additional opportunities to place coverage directly. This

decline was partially offset by new business generation. Growth in the period was balanced across our three

Specialties, driven by an increase in the flow of risks into the specialty and E&S markets;

•$53.2 million, or 2.1%, of the period-over-period change in Total revenue was due to contingent

commissions and the impact of foreign exchange rates on the Company’s Net commissions and fees; and

•$3.5 million, or 0.1%, of the period-over-period change in Total revenue was due to a decrease in Fiduciary

investment income, caused by a decline in interest rates compared to the prior-year period.

Year Ended December 31,

Period over Period

(in thousands, except

percentages)

2025

% of

total

2024

% of

total

Change

Wholesale Brokerage

$1,600,427

53.4%

$1,489,077

60.7%

$111,350

7.5%

Binding Authority

370,155

12.4

320,379

13.0

49,776

15.5

Underwriting Management

1,024,000

34.2

646,215

26.3

377,785

58.5

Total Net commissions

and fees

$2,994,582

$2,455,671

$538,911

21.9%

Wholesale Brokerage net commissions and fees increased by $111.4 million, or 7.5%, period-over-period,

primarily due to organic growth within the Specialty for the period as well as an increase in contingent commissions and

contributions from the JM Wilson acquisition.

Binding Authority net commissions and fees increased by $49.8 million, or 15.5%, period-over-period,

primarily due to strong organic growth within the Specialty for the period as well as an increase in contingent commissions

and contributions from the JM Wilson acquisition.

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Underwriting Management net commissions and fees increased by $377.8 million, or 58.5%, period-over-

period, primarily due to organic growth within the Specialty for the period, inclusive of an increase in transactional

business, contributions from recent acquisitions, and an increase in contingent commissions.

The following table sets forth our revenue by type of commission and fees:

Year Ended December 31,

Period over Period

(in thousands, except

percentages)

2025

% of

total

2024

% of

total

Change

Net commissions and

policy fees

$2,759,597

92.1%

$2,310,384

94.1%

$449,213

19.4%

Supplemental and

contingent commissions

149,237

5.0

88,842

3.6

60,395

68.0

Loss mitigation and other

fees

85,748

2.9

56,445

2.3

29,303

51.9

Total Net commissions

and fees

$2,994,582

$2,455,671

$538,911

21.9%

Net commissions and policy fees grew $449.2 million, or 19.4%, period-over-period, slightly lower than the

overall net commissions and fee revenue growth of 21.9% for the year ended December 31, 2025, compared to the prior

year. The main drivers of this growth continue to be the acquisition of new business and expansion of ongoing client

relationships in response to the increasing demand for new E&S products as well as the inflow of risks from the Admitted

market into the specialty and E&S markets. In aggregate, we experienced stable commission rates period over period.

Supplemental and contingent commissions increased $60.4 million, or 68.0%, period-over-period, driven by the

performance of risks placed on eligible business earning profit-based or volume-based commissions as well as profit

commissions recognized from recent acquisitions.

Loss mitigation and other fees grew $29.3 million, or 51.9%, period-over-period, primarily due to increased

capital markets activity, captive management and other risk management services fees from the placement of alternative

risk insurance solutions, as well as contributions from recent acquisitions.

Expenses

Compensation and Benefits

Compensation and benefits expense increased by $212.3 million, or 13.3%, from $1,591.1 million to

$1,803.4 million for the year ended December 31, 2025, compared to the prior year. The following were the drivers of this

increase:

•An increase of $196.0 million was driven by (i) the addition of 815 employees during the period, inclusive

of acquired employees, and (ii) growth in the business. Overall headcount increased to 6,110 full-time

employees as of December 31, 2025, from 5,295 as of December 31, 2024;

•Commissions increased $68.5 million, or 9.6%, period-over-period, driven by the 7.5% increase in

Wholesale Brokerage and 15.5% increase in Binding Authority Net commissions and fees discussed above;

and

•An increase of $1.6 million was driven by Acquisition related long-term incentive compensation expense

associated with recent acquisitions.

•The increases were partially offset by a $39.9 million decline in Restructuring and related expense due to

the completion of the ACCELERATE 2025 program at the end of 2024;

•A decrease of $9.6 million in Equity-based compensation and Initial public offering related expense

associated with the reversal of certain executive performance-based awards’ expense in the period as well

as the natural runoff of Initial public offering related expense as awards continue to vest; and

•A decrease of $4.3 million was driven by Acquisition-related expense associated with recent acquisitions.

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The net impact of revenue growth and the factors above resulted in a Compensation and benefits expense ratio

decrease of 4.1% from 63.2% to 59.1% period-over-period.

In general, we expect to continue experiencing a rise in commissions, salaries, incentives, and benefits expense

commensurate with our expected growth in business volume, revenue, and headcount.

General and Administrative

General and administrative expense increased by $101.4 million, or 28.8%, from $352.1 million to

$453.5 million for the year ended December 31, 2025, as compared to 2024. The following were the drivers of this

increase:

•$78.6 million of increased professional services and IT charges associated with ongoing technology and

data initiatives, costs directly linked to organic and inorganic revenue growth in the period, and recruiter

fees;

•$36.0 million was driven by growth in the business. Such expenses incurred to accommodate both organic

and inorganic revenue growth include travel and entertainment, occupancy, insurance, and foreign

exchange; and

•$6.6 million was driven by an increase in Acquisition-related expense associated with one-time diligence,

transaction-related, and integration costs.

•The increase was partially offset by a $19.8 million decline in Restructuring and related expense due to the

completion of the ACCELERATE 2025 program at the end of 2024.

The net impact of revenue growth and the factors listed above resulted in a General and administrative expense ratio

increase of 0.9% from 14.0% to 14.9% period-over-period.

Amortization

Amortization expense increased by $116.6 million, or 73.9%, from $157.8 million to $274.4 million for the

year ended December 31, 2025, compared to the prior year. The main driver of the increase was the amortization of

intangible assets from recent acquisitions. Our Customer relationships and Other intangible assets increased by

$140.8 million when comparing the balance as of December 31, 2025, to the balance as of December 31, 2024, due to

acquisition activity during the year.

Interest Expense, Net

Interest expense, net increased $63.9 million, or 40.4%, from $158.4 million to $222.4 million for the year

ended December 31, 2025, compared to the prior year. The main driver of the increase in Interest expense, net for the year

ended December 31, 2025, was an increase in debt from recent acquisition activity.

Other Non-Operating Loss (Income)

Other non-operating loss (income) increased by $15.7 million from $15.0 million of a loss in the prior year to

income of $0.7 million for the year ended December 31, 2025. For the year ended December 31, 2025, Other non-operating

loss (income) consisted of $0.6 million of seller reimbursement of acquisition-related retention incentives, $0.6 million of

sublease income, and $0.4 million of forfeitures of vested equity awards offset by $1.1 million of TRA contractual interest

and related charges. For the year ended December 31, 2024, Other non-operating loss consisted of $18.1 million of expense

related to Term Loan modifications and $1.3 million of TRA contractual interest and related charges offset by $3.4 million

of income related to a decrease in our blended state tax rates and foreign tax credit impact on the TRA remeasurement and

$0.5 million of sublease income.

Income Before Income Taxes

Due to the factors above, Income before income taxes increased $20.6 million, or 7.6%, from $272.6 million to

$293.2 million for the year ended December 31, 2025, compared to the prior year.

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Income Tax Expense

Income tax expense increased $36.4 million from $42.6 million to $79.0 million for the year ended

December 31, 2025, as compared to the prior year primarily as a result of the $39.1 million increase in Deferred income tax

expense recognized as a result of the CCR subsequent to the Velocity acquisition in the first quarter of 2025 as compared to

the Deferred income tax expense recognized as a result of the CCR subsequent to the Innovisk acquisition in the fourth

quarter of 2024. The CCRs were one-time, non-cash income tax expenses incurred at Ryan Specialty Holdings, Inc., and

our federal and state tax rate, net of federal benefit, is unaffected.

Net Income

Net income decreased $15.8 million, or 6.9%, from $229.9 million to $214.2 million for the year ended

December 31, 2025, compared to the prior year as a result of the factors described above.

Comparison of the Years Ended December 31, 2024 and 2023

Revenue

Total Revenue

Total revenue increased by $438.2 million, or 21.1%, from $2,077.5 million to $2,515.7 million, for the year

ended December 31, 2024, as compared to the prior year. The following were the drivers of the increase:

•$252.2 million, or 12.1%, of the period-over-period change in Total revenue was due to organic revenue

growth in Net commissions and fees. Organic revenue growth represents the change in Net commissions

and fees revenue, as compared to the same period for the year prior, adjusted for Net commissions and fees

attributable to recent acquisitions during the first twelve months of Ryan Specialty’s ownership, and other

adjustments such as the removal of the impact of contingent commissions and the impact of changes in

foreign exchange rates. In aggregate, our net commission rates were consistent period-over-period. Also,

we grew our client relationships, in aggregate, within each of our three Specialties. The growth of these

relationships is due to the combination of a growing specialty and E&S markets and winning new business

from competitors. Growth for the year was balanced across our property and casualty portfolios within our

three Specialties, driven by an increase in the flow of risks into the specialty and E&S markets. This growth

was partially offset by a number of factors, none of which were individually significant such as (i) a

continued decline throughout the year in Net commissions and fees generated from the placement of public

company D&O insurance policies, related to a slow-down in IPO activity and an associated rapid premium

rate decrease and (ii) in the second half of 2024 a shift in property trends as capacity become more readily

available, which resulted in a decline in property premium rates. We believe these factors have also created

opportunities for retailers to place some of these property risk coverages directly;

•$142.0 million, or 6.8%, of the period-over-period change in Total revenue was due to the 2023 and 2024

acquisitions related to our first twelve months of ownership;

•$34.9 million, or 1.7%, of the period-over-period change in Net commissions and fees was due to changes

in contingent commissions and the impact of foreign exchange rates on our Net commissions and fees; and

•$9.1 million, or 0.5%, of the period-over-period change in Total revenue was due to an increase in

Fiduciary investment income, caused by a rise in fiduciary cash balances compared to the prior year.

Year Ended December 31,

Period over Period

(in thousands, except

percentages)

2024

% of

total

2023

% of

total

Change

Wholesale Brokerage

$1,489,077

60.7%

$1,319,056

65.1%

$170,021

12.9%

Binding Authority

320,379

13.0

275,961

13.6

44,418

16.1

Underwriting Management

646,215

26.3

431,579

21.3

214,636

49.7

Total Net commissions

and fees

$2,455,671

$2,026,596

$429,075

21.2%

Wholesale Brokerage net commissions and fees increased by $170.0 million, or 12.9%, period-over-period,

primarily due to strong organic growth within the Specialty.

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Binding Authority net commissions and fees increased by $44.4 million, or 16.1%, period-over-period,

primarily due to strong organic growth within the Specialty.

Underwriting Management net commissions and fees increased by $214.6 million, or 49.7%, period-over-

period, primarily due to strong organic growth within the Specialty as well as contributions from the AccuRisk, Castel, US

Assure, Greenhill, Ethos P&C, EverSports, Geo, and Innovisk acquisitions.

The following table sets forth our revenue by type of commission and fees:

Year Ended December 31,

Period over Period

(in thousands, except

percentages)

2024

% of

total

2023

% of

total

Change

Net commissions and

policy fees

$2,310,384

94.1%

$1,935,851

95.5%

$374,533

19.3%

Supplemental and

contingent commissions

88,842

3.6

56,375

2.8

32,467

57.6

Loss mitigation and other

fees

56,445

2.3

34,370

1.7

22,075

64.2

Total Net commissions

and fees

$2,455,671

$2,026,596

$429,075

21.2%

Net commissions and policy fees grew $374.5 million, or 19.3%, period-over-period, slightly lower than the

overall net commissions and fee revenue growth of 21.2% for the year ended December 31, 2024, compared to the prior

year. The main drivers of this growth continue to be the acquisition of new business and expansion of ongoing client

relationships in response to the increasing demand for new E&S products as well as the inflow of risks from the Admitted

market into the specialty and E&S markets. In aggregate, we experienced stable commission rates period over period.

Supplemental and contingent commissions increased $32.5 million, or 57.6%, period-over-period, driven by the

performance of risks placed on eligible business earning profit-based or volume-based commissions as well as profit

commissions recognized from acquisitions completed in 2024.

Loss mitigation and other fees grew $22.1 million, or 64.2%, period-over-period, primarily due to increased

capital markets activity, additional captive management and other risk management services fees from the placement of

alternative risk insurance solutions as well as growth in certain fees related to the ACE, Point6, and AccuRisk acquisitions

completed in the second half of 2023.

Expenses

Compensation and Benefits

Compensation and benefits expense increased by $270.0 million, or 20.4%, from $1,321.0 million to $1,591.1

million for the year ended December 31, 2024, compared to the prior year. The following were the drivers of this increase:

•Commissions increased $91.1 million, or 14.7%, period-over-period, driven by the 21.2% increase in total

Net commissions and fees discussed above;

•An increase of $29.3 million was driven by Acquisition related long-term incentive compensation expense

associated with recent acquisitions;

•An increase of $17.3 million was driven by Restructuring and related expense associated with the

ACCELERATE 2025 program;

•An increase of $11.2 million was driven by Acquisition-related expense associated with recent acquisitions;

•A net increase of $9.3 million was driven by equity-based compensation, caused by an increase of $21.0

million in normal course equity-based compensation expense offset by a decrease of $11.7 million of IPO

related expenses; and

•An increase of $111.8 million was driven by (i) the addition of 938 employees compared to the prior year,

inclusive of acquired employees, and (ii) growth in the business. Overall headcount increased to 5,295 full-

time employees as of December 31, 2024, from 4,357 as of December 31, 2023.

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The net impact of revenue growth and the factors above resulted in a Compensation and benefits expense ratio

decrease of 0.4% from 63.6% to 63.2% period-over-period.

In general, we expect to continue experiencing a rise in commissions, salaries, incentives, and benefits expense

commensurate with our expected growth in business volume, revenue, and headcount.

General and Administrative

General and administrative expense increased by $75.9 million, or 27.5%, from $276.2 million to $352.1

million for the year ended December 31, 2024, as compared to 2023. The following were the drivers of this increase:

•$47.4 million was driven by growth in the business. Expenses incurred to accommodate both organic and

inorganic revenue growth include IT, travel and entertainment, occupancy, and insurance;

•$35.4 million of increased Acquisition-related expense associated with recent and prospective acquisitions;

and

•These increases were partially offset by a $6.9 million decrease compared to the prior year in Restructuring

and related expense associated with the ACCELERATE 2025 program.

The net impact of revenue growth and the factors listed above resulted in a General and administrative expense ratio

increase of 0.7% from 13.3% to 14.0% period-over-period.

Amortization

Amortization expense increased by $51.0 million, or 47.8%, from $106.8 million to $157.8 million for the year

ended December 31, 2024, compared to the prior year. The main driver of the increase was the amortization of intangible

assets from recent acquisitions. Our Customer relationships and Other intangible assets increased by $865.1 million when

comparing the balance as of December 31, 2024, to the balance as of December 31, 2023, with the largest individual

increase generated by the US Assure acquisition.

Interest Expense, Net

Interest expense, net increased $38.9 million, or 32.6%, from $119.5 million to $158.4 million for the year

ended December 31, 2024, compared to the prior year. The main driver of the increase in Interest expense, net for the year

ended December 31, 2024, was an increase in debt from recent acquisition activity. For the years ended December 31, 2024

and 2023, the reduction to Interest expense, net related to our interest rate cap was $17.8 million and $15.9 million,

respectively. Interest earned on the Company’s Cash and cash equivalents balances offsets Interest expense, net. For the

years ended December 31, 2024 and 2023, the Company earned interest income of $21.5 million and $32.0 million,

respectively.

Other Non-Operating Loss

Other non-operating loss increased by $4.6 million from $10.4 million in the prior year to $15.0 million for the

year ended December 31, 2024. For the year ended December 31, 2024, Other non-operating loss consisted of $18.1

million of expense related to Term Loan modifications and $1.3 million of TRA contractual interest and related charges

offset by $3.4 million of income related to a decrease in our blended state tax rates and foreign tax credit impact on the

TRA remeasurement and $0.5 million of sublease income. For the year ended December 31, 2023, Other non-operating

loss included a $10.4 million charge related to the change in the TRA liability caused by a change in our blended state tax

rates.

Income Before Income Taxes

Due to the factors above, Income before income taxes increased $34.6 million, or 14.6%, from $237.9 million

to $272.6 million for the year ended December 31, 2024, compared to the prior year.

Income Tax Expense

Income tax expense decreased $0.8 million from $43.4 million to $42.6 million for the year ended December

31, 2024, as compared to the prior year primarily due to a $13.9 million deferred tax benefit in 2024 from equity-based

compensation and a $8.8 million decrease in Deferred income tax expense recognized as a result of the CCR subsequent to

the Socius and AccuRisk acquisitions in the second half of 2023 and Innovisk in the fourth quarter of 2024. These CCRs

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were discrete, non-cash expenses incurred at Ryan Specialty Holdings, Inc., and the Company’s annual effective tax rate is

unaffected. The decrease was partially offset by an increase in pre-tax book income allocated to the Company for the year

ended December 31, 2024, and a decrease in the Company’s blended state tax rate during 2024 which resulted in increased

tax expense recognized related to the change in our Deferred tax assets.

Net Income

Net income increased $35.4 million, or 18.2%, from $194.5 million to $229.9 million for the year ended

December 31, 2024, compared to the prior year as a result of the factors described above.

Non-GAAP Financial Measures and Key Performance Indicators

In assessing the performance of our business, we use non-GAAP financial measures that are derived from our

consolidated financial information, but which are not presented in our consolidated financial statements prepared in

accordance with GAAP. We consider these non-GAAP financial measures to be useful metrics for management and

investors to facilitate operating performance comparisons from period to period by excluding potential differences caused

by variations in capital structures, tax positions, depreciation, amortization, and certain other items that we believe are not

representative of our core business. We use the following non-GAAP measures for business planning purposes, in

measuring our performance relative to that of our competitors, to help investors to understand the nature of our growth, and

to enable investors to evaluate the run-rate performance of the Company. Non-GAAP financial measures should be viewed

as supplementing, and not as an alternative or substitute for, the consolidated financial statements prepared and presented

in accordance with GAAP. The footnotes to the reconciliation tables below should be read in conjunction with the audited

consolidated financial statements in this Annual Report. Industry peers may provide similar supplemental information but

may not define similarly named metrics in the same way we do and may not make identical adjustments.

Organic Revenue Growth Rate

Organic Revenue Growth Rate is defined as the percentage change in Net commissions and fees, as compared

to the same period for the prior year, adjusted to eliminate revenue attributable to acquisitions for the first twelve months of

ownership, revenue attributable to sold businesses for the subsequent twelve months after a sale, and other items such as

contingent commissions and the impact of changes in foreign exchange rates.

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For the avoidance of doubt, prior period references in the tables below represent the same period in the prior

year. A reconciliation of Organic revenue growth rate to Net commissions and fees growth rate, the most directly

comparable GAAP measure, for each of the periods indicated is as follows (in percentages):

Year Ended December 31,

(in thousands, except percentages)

2025

2024

2023

Current period Net commissions and fees revenue

$2,994,582

$2,455,671

$2,026,596

Less: Current period contingent commissions

(121,549)

(73,175)

(39,028)

Less: Revenue attributable to sold businesses

(361)

—

—

Net commissions and fees revenue

excluding contingent commissions

$2,872,672

$2,382,496

$1,987,568

Prior period Net commissions and fees revenue

$2,455,671

$2,026,596

$1,711,861

Less: Prior period contingent commissions

(73,175)

(39,028)

(30,788)

Less: Revenue attributable to sold businesses

(1,941)

—

—

Prior period Net commissions and fees revenue

excluding contingent commissions

$2,380,555

$1,987,568

$1,681,073

Change in Net commissions and fees revenue excluding

contingent commissions

$492,117

$394,928

$306,494

Less: Mergers and acquisitions Net commissions and fees

revenue excluding contingent commissions

(246,914)

(141,972)

(46,496)

Impact of change in foreign exchange rates

(4,863)

(791)

(479)

Organic revenue growth (Non-GAAP)

$240,340

$252,165

$259,519

Net commissions and fees revenue growth rate (GAAP)

21.9 %

21.2 %

18.4 %

Less: Impact of contingent commissions (1)

(1.2)

(1.3)

(0.2)

Net commissions and fees revenue

excluding contingent commissions growth rate (2)

20.7 %

19.9 %

18.2 %

Less: Mergers and acquisitions Net commissions and fees

revenue excluding contingent commissions (3)

(10.4)

(7.1)

(2.8)

Impact of change in foreign exchange rates (4)

(0.2)

0.0

0.0

Organic Revenue Growth Rate (Non-GAAP)

10.1 %

12.8 %

15.4 %

(1)Calculated by subtracting Net commissions and fees revenue growth rate from net commissions and fees revenue

excluding contingent commissions growth rate and revenue from sold businesses.

(2)Calculated by dividing the change in Total net commissions & fees revenue excluding contingent commissions by

prior year net commissions and fees excluding contingent commissions.

(3)Calculated by taking the mergers and acquisitions net commissions and fees revenue excluding contingent

commissions, representing the first 12 months of net commissions and fees revenue generated from acquisitions,

divided by prior period net commissions and fees revenue excluding contingent commissions.

(4)Calculated by taking the change in foreign exchange rates divided by prior period net commissions and fees revenue

excluding contingent commissions.

Adjusted Compensation and Benefits Expense and Adjusted Compensation and Benefits Expense Ratio

We define Adjusted compensation and benefits expense as Compensation and benefits expense adjusted to

reflect items such as (i) equity-based compensation, (ii) acquisition and restructuring related compensation expense, and

(iii) other exceptional or non-recurring items, as applicable. The most comparable GAAP financial metric is Compensation

and benefits expense. Adjusted compensation and benefits expense ratio is defined as Adjusted compensation and benefits

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expense as a percentage of Total revenue. The most comparable GAAP financial metric is Compensation and benefits

expense ratio.

A reconciliation of Adjusted compensation and benefits expense and Adjusted compensation and benefits

expense ratio to Compensation and benefits expense and Compensation and benefits expense ratio, the most directly

comparable GAAP measures, for each of the periods indicated, is as follows:

Year Ended December 31,

(in thousands, except percentages)

2025

2024

2023

Total Revenue

$3,051,126

$2,515,710

$2,077,549

Compensation and Benefits Expense

$1,803,397

$1,591,077

$1,321,029

Acquisition-related expense

(11,033)

(15,373)

(4,186)

Acquisition related long-term incentive compensation (1)

(26,581)

(24,946)

4,334

Restructuring and related expense

—

(39,929)

(22,651)

Amortization and expense related to discontinued prepaid

incentives

(4,332)

(5,160)

(6,441)

Equity-based compensation (2)

(49,664)

(52,038)

(31,047)

IPO related expenses

(19,787)

(26,957)

(38,696)

Adjusted Compensation and Benefits Expense (3)

$1,692,000

$1,426,674

$1,222,342

Compensation and Benefits Expense Ratio

59.1%

63.2%

63.6%

Adjusted Compensation and Benefits Expense Ratio

55.5%

56.7%

58.8%

(1)In 2023, Acquisition related long-term incentive compensation includes a $6.8 million expense reversal related to the

clawback of an All Risks LTIP payment from a terminated employee.

(2)In 2025, Equity-based compensation expense included $5.8 million of expense reversal associated with certain

executive performance-based awards on account of it becoming unlikely the performance targets would be achieved.

In 2024, Equity-based compensation included $4.6 million of expense associated with the removal of equity transfer

restrictions for an executive officer of the Company. See “Note 10, Equity-Based Compensation” of the audited

financial statements in this Annual Report for additional discussion on equity-based compensation.

(3)Adjustments to Compensation and benefits expense are described in the definition of Adjusted EBITDAC to Net

income in “Adjusted EBITDAC and Adjusted EBITDAC Margin”.

Adjusted General and Administrative Expense and Adjusted General and Administrative Expense Ratio

We define Adjusted general and administrative expense as General and administrative expense adjusted to

reflect items such as (i) acquisition and restructuring general and administrative related expense and (ii) other exceptional

or non-recurring items, as applicable. The most comparable GAAP financial metric is General and administrative expense.

Adjusted general and administrative expense ratio is defined as Adjusted general and administrative expense as a

percentage of Total revenue. The most comparable GAAP financial metric is General and administrative expense ratio.

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A reconciliation of Adjusted general and administrative expense and Adjusted general and administrative

expense ratio to General and administrative expense and General and administrative expense ratio, the most directly

comparable GAAP measures, for each of the periods indicated is as follows:

Year Ended December 31,

(in thousands, except percentages)

2025

2024

2023

Total Revenue

$3,051,126

$2,515,710

$2,077,549

General and Administrative Expense

$453,452

$352,050

$276,181

Acquisition-related expense

(61,068)

(54,469)

(19,088)

Restructuring and related expense

—

(19,768)

(26,626)

Adjusted General and Administrative Expense (1)

$392,384

$277,813

$230,467

General and Administrative Expense Ratio

14.9%

14.0%

13.3%

Adjusted General and Administrative Expense Ratio

12.9%

11.0%

11.1%

(1)Adjustments to General and administrative expense are described in the definition of Adjusted EBITDAC to Net

income in “Adjusted EBITDAC and Adjusted EBITDAC Margin”.

Adjusted EBITDAC and Adjusted EBITDAC Margin

We define Adjusted EBITDAC as Net income before Interest expense, net, Income tax expense, Depreciation,

Amortization, and Change in contingent consideration, adjusted to reflect items such as (i) equity-based compensation, (ii)

acquisition and restructuring related expenses, and (iii) other exceptional or non-recurring items, as applicable.

Acquisition-related expense includes one-time diligence, transaction-related, and integration costs. For the year

ended December 31, 2024, Acquisition-related expense included a $4.5 million charge related to a deal-contingent foreign

exchange forward contract associated with the Castel acquisition. The remaining charges in the three years presented

represent typical one-time diligence, transaction-related, and integration costs. Acquisition-related long-term incentive

compensation arises from long-term incentive plans associated with acquisitions. These plans require service requirements,

and in some cases performance targets, to be achieved in order to be earned. Restructuring and related expense for the years

ended December 31, 2024 and 2023, consisted of compensation and benefits, occupancy, contractors, professional services,

and license fees related to the ACCELERATE 2025 program, which concluded at the end of 2024. The compensation and

benefits expense included severance as well as employment costs related to services rendered between the notification and

termination dates and other termination payments. Amortization and expense is composed of charges related to

discontinued prepaid incentive programs. For the year ended December 31, 2025, Other non-operating loss (income)

consisted of $0.6 million of seller reimbursement of acquisition-related retention incentives, $0.6 million of sublease

income, and $0.4 million of forfeitures of vested equity awards offset by $1.1 million of TRA contractual interest and

related charges. For the year ended December 31, 2024, Other non-operating loss (income) consisted of $18.1 million of

expense related to Term Loan modifications and $1.3 million of TRA contractual interest and related charges offset by $3.4

million of income related to a decrease in our blended state tax rates and foreign tax credit impact on the TRA

remeasurement and $0.5 million of sublease income. For the year ended December 31, 2023, Other non-operating loss

(income) included a $10.4 million charge related to the change in the TRA liability caused by a change in our blended state

tax rates. Equity-based compensation reflects non-cash equity-based expense. IPO related expenses include compensation-

related expense primarily related to the expense for new awards issued at IPO as well as expense related to the revaluation

of existing equity awards at IPO.

Total revenue less Adjusted compensation and benefits expense and Adjusted general and administrative

expense is equivalent to Adjusted EBITDAC. For a breakout of compensation and general and administrative costs for each

addback, refer to the Adjusted compensation and benefits expense and Adjusted general and administrative expense tables

above. The most directly comparable GAAP financial metric to Adjusted EBITDAC is Net income. Adjusted EBITDAC

margin is defined as Adjusted EBITDAC as a percentage of Total revenue. The most comparable GAAP financial metric is

Net income margin.

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A reconciliation of Adjusted EBITDAC and Adjusted EBITDAC margin to Net income and Net income

margin, the most directly comparable GAAP measures, for each of the periods indicated is as follows:

Year Ended December 31,

(in thousands, except percentages)

2025

2024

2023

Total Revenue

$3,051,126

$2,515,710

$2,077,549

Net Income

$214,157

$229,913

$194,480

Interest expense, net

222,384

158,448

119,507

Income tax expense

79,027

42,641

43,445

Depreciation

13,089

9,785

9,038

Amortization

274,426

157,845

106,799

Change in contingent consideration (1)

13,122

(22,859)

5,421

EBITDAC

$816,205

$575,773

$478,690

Acquisition-related expense

72,101

69,842

23,274

Acquisition related long-term incentive compensation (2)

26,581

24,946

(4,334)

Restructuring and related expense

—

59,697

49,277

Amortization and expense related to discontinued prepaid incentives

4,332

5,160

6,441

Other non-operating loss (income)

(692)

15,041

10,380

Equity-based compensation

49,664

52,038

31,047

IPO related expenses

19,787

26,957

38,696

Income from equity method investments

(21,236)

(18,231)

(8,731)

Adjusted EBITDAC

$966,742

$811,223

$624,740

Net Income Margin

7.0%

9.1%

9.4%

Adjusted EBITDAC Margin

31.7%

32.2%

30.1%

(1)For the year ended December 31, 2024, Change in contingent consideration included a $25.5 million decrease in

valuation of the US Assure contingent consideration as a result of increased loss ratios impacting projected profit

commissions.

(2)For the year ended December 31, 2023, Acquisition related long-term incentive compensation includes a $6.8 million

expense reversal related to the clawback of an All Risks LTIP payment from a terminated employee.

Adjusted Net Income and Adjusted Net Income Margin

We define Adjusted net income as tax-effected earnings before amortization and certain items of income and

expense, gains and losses, equity-based compensation, acquisition related long-term incentive compensation, acquisition-

related expenses, costs associated with the IPO, and certain exceptional or non-recurring items. The most comparable

GAAP financial metric is Net income. Adjusted net income margin is calculated as Adjusted net income as a percentage of

Total revenue. The most comparable GAAP financial metric is Net income margin.

Following the IPO, the Company is subject to United States federal income taxes, in addition to state, local, and

foreign taxes, with respect to our allocable share of any net taxable income of the LLC. For comparability purposes, this

calculation incorporates the impact of federal and state statutory tax rates on 100% of our adjusted pre-tax income as if the

Company owned 100% of the LLC.

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A reconciliation of Adjusted net income and Adjusted net income margin to Net income and Net income

margin, the most directly comparable GAAP measures, for each of the periods indicated is as follows:

Year Ended December 31,

(in thousands, except percentages)

2025

2024

2023

Total Revenue

$3,051,126

$2,515,710

$2,077,549

Net Income

$214,157

$229,913

$194,480

Income tax expense

79,027

42,641

43,445

Amortization

274,426

157,845

106,799

Amortization of deferred debt issuance costs (1)

9,567

23,930

12,172

Change in contingent consideration

13,122

(22,859)

5,421

Acquisition-related expense

72,101

69,842

23,274

Acquisition related long-term incentive compensation

26,581

24,946

(4,334)

Restructuring and related expense

—

59,697

49,277

Amortization and expense related to discontinued prepaid incentives

4,332

5,160

6,441

Other non-operating loss (income)

(692)

15,041

10,380

Equity-based compensation

49,664

52,038

31,047

IPO related expenses

19,787

26,957

38,696

Income from equity method investments

(21,236)

(18,231)

(8,731)

Adjusted Income before Income Taxes (2)

$740,836

$666,920

$508,367

Adjusted tax expense (3)

(192,617)

(173,399)

(132,785)

Adjusted Net Income

$548,219

$493,521

$375,582

Net Income Margin

7.0%

9.1%

9.4%

Adjusted Net Income Margin

18.0%

19.6%

18.1%

(1)Interest expense, net includes amortization of deferred debt issuance costs.

(2)Adjustments to Net income are described in the definition of Adjusted EBITDAC to Net income in “Adjusted

EBITDAC and Adjusted EBITDAC Margin.”

(3)The Company is subject to United States federal income taxes, in addition to state, local, and foreign taxes, with

respect to our allocable share of any net taxable income of the LLC. For the years ended December 31, 2025 and 2024,

this calculation of adjusted tax expense is based on a federal statutory rate of 21% and a combined state income tax

rate net of federal benefits of 5.00% on 100% of our adjusted income before income taxes as if the Company owned

100% of the LLC. For the year ended December 31, 2023, this calculation of adjusted tax expense is based on a federal

statutory rate of 21% and a combined state income tax rate net of federal benefits of 5.12% on 100% of our adjusted

income before income taxes as if the Company owned 100% of the LLC.

Adjusted Diluted Earnings Per Share

We define Adjusted diluted earnings per share as Adjusted net income divided by diluted shares outstanding

after adjusting for the effect if 100% of the outstanding LLC Common Units (together with the shares of Class B common

stock), vested Class C Incentive Units, vested but unexercised Options, and unvested equity awards were exchanged into

shares of Class A common stock as if 100% of unvested equity awards were vested. The most directly comparable GAAP

financial metric is Diluted earnings per share.

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A reconciliation of Adjusted diluted earnings per share to Diluted earnings per share, the most directly

comparable GAAP measure, for each of the periods indicated is as follows:

Year Ended December 31,

2025

2024

2023

Earnings per share of Class A common stock – diluted

$0.47

$0.71

$0.52

Less: Net income attributed to dilutive shares and substantively vested

RSUs (1)

(0.01)

—

(0.03)

Plus: Impact of all LLC Common Units exchanged for Class A shares

(2)

0.32

0.14

0.24

Plus: Adjustments to Adjusted net income (3)

1.22

0.97

0.67

Plus: Dilutive impact of unvested equity awards (4)

(0.04)

(0.03)

(0.02)

Adjusted diluted earnings per share

$1.96

$1.79

$1.38

(Share count in ’000s)

Weighted-average shares of Class A common stock outstanding –

diluted

138,246

132,891

125,745

Plus: Impact of all LLC Common Units exchanged for Class A shares

(2)

135,429

138,980

142,384

Plus: Dilutive impact of unvested equity awards (4)

5,354

4,417

4,137

Adjusted diluted earnings per share diluted share count

279,029

276,288

272,266

(1)Adjustment removes the impact of Net income attributed to dilutive awards and substantively vested RSUs to arrive at

Net income attributable to Ryan Specialty Holdings, Inc. For the years ended December 31, 2025, 2024, and 2023, this

removes $0.9 million, $0.3 million, and $4.2 million of Net income, respectively, on 138.2 million, 132.9 million, and

125.7 million Weighted-average shares of Class A common stock outstanding - diluted, respectively. See “Note 11,

Earnings Per Share” in the footnotes to the consolidated financial statements in this Annual Report.

(2)For comparability purposes, this calculation incorporates the Net income that would be outstanding if all LLC

Common Units (together with shares of Class B common stock) were exchanged for shares of Class A common stock.

For the years ended December 31, 2025, 2024, and 2023, this includes $150.8 million, $135.2 million, and

$133.4 million of Net income, respectively, on 273.7 million, 271.9 million, and 268.1 million Weighted-average

shares of Class A common stock outstanding - diluted, respectively. See “Note 11, Earnings Per Share” in the

footnotes to the consolidated financial statements in this Annual Report.

(3)Adjustments to Adjusted net income are described in the footnotes of the reconciliation of Adjusted net income to Net

income in “Adjusted Net Income and Adjusted Net Income Margin” on 273.7 million, 271.9 million, and 268.1 million

Weighted-average shares of Class A common stock outstanding - diluted years ended December 31, 2025, 2024, and

2023, respectively.

(4)For comparability purposes and to be consistent with the treatment of the adjustments to arrive at Adjusted net income,

the dilutive effect of unvested equity awards as well as outstanding vested options and Class C Incentive Units is

calculated using the treasury stock method as if the weighted-average unrecognized cost associated with the awards

was $0 over the period, less any unvested equity awards determined to be dilutive within the Diluted EPS calculation

disclosed in “Note 11, Earnings Per Share” of the audited consolidated financial statements. For the years ended

December 31, 2025, 2024, and 2023, 5.4 million, 4.4 million, and 4.1 million shares were added to the calculation,

respectively.

Liquidity and Capital Resources

Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of

its business operations. We believe that the balance sheet and strong cash flow profile of our business provides adequate

liquidity. The primary sources of liquidity are Cash and cash equivalents on the Consolidated Balance Sheets, cash flows

provided by operations, and debt capacity available under our Revolving Credit Facility, Term Loan, and Senior Secured

Notes. The primary uses of liquidity are operating expenses, seasonal working capital needs, business combinations, capital

expenditures, obligations under the TRA, taxes, distributions to LLC Unitholders, share repurchases, and dividends to

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Class A common stockholders. We believe that Cash and cash equivalents, cash flows from operations, and amounts

available under our Revolving Credit Facility will be sufficient to meet liquidity needs, including principal and interest

payments on debt obligations, capital expenditures, and anticipated working capital requirements, for the next 12 months

and beyond. Our future capital requirements will depend on many factors including continuance of historical working

capital levels and capital expenditure needs, investment in de novo offerings, and the flow of deals in our merger and

acquisition program.

On February 12, 2026, our Board declared and increased the Company’s regular quarterly dividend by 8.3% to

$0.13 per share on the outstanding Class A common stock. With respect to this regular quarterly dividend, $0.07 of the

regular quarterly dividend is to be funded by current and prior tax distributions from the LLC that are in excess of both the

corporate income taxes payable by the Company as well as the Company’s obligations pursuant to the Tax Receivable

Agreement. The remaining $0.06 of the regular quarterly dividend is to be funded by free cash flow from the LLC and paid

to all holders of the Class A common stock and LLC Common Units.

On February 12, 2026, our Board approved a share repurchase program that authorizes the Company to

repurchase up to $300 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.

We may be required to seek additional equity or debt financing. In the event that additional financing is

required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise

additional capital or generate cash flows necessary to expand our operations, this could reduce our ability to compete

successfully and harm the results of our operations.

Cash and cash equivalents on the Consolidated Balance Sheets include funds available for general corporate

purposes. Fiduciary cash and receivables cannot be used for general corporate purposes. Insurance premiums, claims funds,

and surplus lines taxes are held in a fiduciary capacity and the obligation to remit these funds are recorded as Fiduciary

liabilities on the Consolidated Balance Sheets. We recognize fiduciary amounts due to others as Fiduciary liabilities and

fiduciary amounts collectible and held on behalf of others, including insurance carriers, other insurance intermediaries,

surplus lines taxing authorities, clients, and insurance policy holders, as Fiduciary cash and receivables on the Consolidated

Balance Sheets.

In our capacity as an insurance broker or agent, we collect premiums from insureds and, after deducting our

commission, remit the premiums to the respective insurance markets and carriers. We also collect claims prefunding or

refunds from carriers on behalf of insureds, which are then returned to the insureds, and surplus lines taxes, which are then

remitted to surplus lines taxing authorities. Insurance premiums, claims funds, and surplus lines taxes are held in a

fiduciary capacity. The levels of Fiduciary cash and receivables and Fiduciary liabilities can fluctuate significantly

depending on when we collect the premiums, claims prefunding, and refunds, make payments to markets, carriers, surplus

lines taxing authorities, and insureds, and collect funds from clients and make payments on their behalf, and upon the

impact of foreign currency movements. Fiduciary cash, because of its nature, is held in very liquid securities with a focus

on preservation of principal. To minimize counterparty investment risk, we maintain cash holdings pursuant to an fiduciary

holdings policy which contemplates all relevant rules established by states with regard to fiduciary cash and is approved by

our Board of Directors. The policy requires broad diversification of holdings across a variety of counterparties utilizing

limits set by our Board of Directors, primarily based on credit rating and type of investment. Fiduciary cash and receivables

included cash of $1,426.1 million and $1,140.6 million as of December 31, 2025 and 2024, respectively, and fiduciary

receivables of $2,872.8 million and $2,599.1 million as of December 31, 2025 and 2024, respectively. While we may earn

interest income on fiduciary cash held in cash and investments, the fiduciary cash may not be used for general corporate

purposes. Of the $158.3 million of Cash and cash equivalents on the Consolidated Balance Sheet as of December 31, 2025,

$91.9 million was held in fiduciary accounts representing collected revenue and was available to be transferred to operating

accounts and used for general corporate purposes.

Credit Facilities

We expect to have sufficient financial resources to meet our business requirements for the next 12 months.

Although cash from operations is expected to be sufficient to service our activities, including servicing our debt and

contractual obligations, and financing capital expenditures, we have the ability to borrow under our Revolving Credit

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Facility to accommodate any timing differences in cash flows. Additionally, under current market conditions, we believe

that we could access capital markets to obtain debt financing for longer-term funding, if needed.

On February 3, 2022, the LLC issued $400.0 million of 8-year Senior Secured Notes. The notes have a 4.375%

interest rate and will mature on February 1, 2030.

On January 19, 2024, we entered into the Fifth Amendment to the Credit Agreement, which reduced the

applicable interest rate of the Term Loan from Adjusted Term SOFR + 3.00% to Adjusted Term SOFR + 2.75% and no

longer contains a credit spread adjustment. All other material provisions remain unchanged.

On July 30, 2024, the Company entered into the Sixth Amendment to the Credit Agreement, which provided for

an increase in borrowing capacity under the Revolving Credit Facility from $600.0 million to $1,400.0 million. The

amendment also extended the maturity date of the Revolving Credit Facility to July 30, 2029, and reduced the applicable

interest rate from Adjusted Term SOFR plus a margin of 2.50% to 3.00% to Adjusted Term SOFR plus a margin of 2.00%

to 2.50%, based on the first lien net leverage ratio defined in the Credit Agreement.

On September 13, 2024, the Company entered into the Seventh Amendment to the Credit Agreement, which

refinanced the existing Term Loan in the aggregate principal amount of $1,588.1 million outstanding as of June 30, 2024,

and increased the size of the Term Loan by $111.9 million to $1,700.0 million as of September 30, 2024. In addition to

increasing the size of the Term Loan, the Seventh Amendment reduced the applicable interest rate of the Term Loan from

Adjusted Term SOFR plus a margin of 2.75% to Adjusted Term SOFR plus a margin of 2.25% and lowered the 75 basis

point floor on Adjusted Term SOFR to a 0 basis point floor. In August 2025, Moody’s Ratings upgraded the Company’s

credit rating from B1 to Ba3. As a result, the applicable interest rate on the Company’s Term Loan decreased from

Adjusted Term SOFR + 2.25% to Adjusted Term SOFR + 2.00%.

On September 19, 2024, the LLC issued $600.0 million of 8-year Senior Secured Notes. On December 9, 2024,

the LLC issued an additional $600.0 million of its 2032 Senior Secured Notes as “additional notes” under a supplement to

the indenture dated as of September 2024. All of the 2032 Senior Secured Notes carry a 5.875% interest rate and will

mature on August 1, 2032.

As of December 31, 2025, the interest rate on the Term Loan was 2.00% plus Adjusted Term SOFR.

As of December 31, 2025, we were in compliance with all of the covenants under our debt facilities and there

were no events of default for the year ended December 31, 2025.

Tax Receivable Agreement

The Company is party to a TRA with current and certain former LLC Unitholders. The TRA provides for the

payment by the Company, to current and certain former LLC Unitholders, of 85% of the net cash savings, if any, in U.S.

federal, state, and local income taxes that the Company realizes (or is deemed to realize in certain circumstances) as a result

of (i) certain increases in the tax basis of the assets of the LLC resulting from purchases or exchanges of LLC Common

Units (“Exchange Tax Attributes”), (ii) certain tax attributes of the LLC that existed prior to the IPO (“Pre-IPO M&A Tax

Attributes”), (iii) certain favorable “remedial” partnership tax allocations to which the Company becomes entitled to (if

any), and (iv) certain other tax benefits related to the Company entering into the TRA, including tax benefits attributable to

payments that the Company makes under the TRA (“TRA Payment Tax Attributes”). The Company recognizes a liability

on the Consolidated Balance Sheets based on the undiscounted estimated future payments under the TRA.

Due to the uncertainty of various factors, we cannot precisely quantify the likely tax benefits we will realize as

a result of the LLC Common Unit exchanges and the resulting amounts we are likely to pay out to current and certain

former LLC Unitholders pursuant to the TRA; however, we estimate that such tax benefits and the related TRA payments

may be substantial. As set forth in the table below, and assuming no changes in the relevant tax law and that we earn

sufficient taxable income to realize all cash tax savings that are subject to the TRA, we expect future payments under the

TRA to be $459.0 million in aggregate as of December 31, 2025. Future payments in respect to subsequent exchanges

would be in addition to these amounts and are expected to be substantial. The foregoing amounts are merely estimates and

the actual payments could differ materially. In the highly unlikely event of an early termination of the TRA (e.g., a default

by the Company or a Change of Control) the Company is required to pay to each holder of the TRA an early termination

payment equal to the discounted present value of all unpaid TRA payments. The Company has not made, and is not likely

to make, an election for an early termination. We expect to fund future TRA payments with tax distributions from the LLC

that come from cash on hand and cash generated from operations.

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(in thousands)

Exchange Tax

Attributes

Pre-IPO M&A

Tax Attributes

TRA Payment

Tax Attributes

TRA

Liabilities

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

Total expected estimated tax savings from each of the tax attributes associated with the TRA as of

December 31, 2025 were $540.0 million consisting of (i) Exchange Tax Attributes of $320.0 million, (ii) Pre-IPO M&A

Tax Attributes of $91.0 million, and (iii) TRA Payment Tax Attributes of $129.0 million. The Company will retain the

benefit of 15% of these cash savings.

Comparison of Cash Flows for the Year Ended December 31, 2025 and 2024

Cash and cash equivalents decreased $381.9 million from $540.2 million at December 31, 2024, to $158.3

million at December 31, 2025. A summary of our cash flows provided by and used for ongoing operations from operating,

investing, and financing activities is as follows:

Cash Flows From Operating Activities

Net cash provided by operating activities during the year ended December 31, 2025, increased $128.8 million

from the year ended December 31, 2024, to $643.7 million. This increase in cash flows provided by operating activities

was driven by increases of $116.6 million in Amortization, $39.1 million in Deferred income tax expense from common

control reorganizations, and $38.6 million related to Other current and non-current assets and Other current and non-

current liabilities. These increases were partially offset by the change in Commissions and fees receivable - net of $35.6

million, a decline in Net income of $15.8 million, and a decrease of Amortization of deferred debt issuance costs of $14.4

million.

Cash Flows From Investing Activities

Cash flows used in investing activities during the year ended December 31, 2025, were $834.0 million, a

decrease of $921.7 million compared to the $1,755.7 million of cash flows used for investing activities during the year

ended December 31, 2024. The main drivers of the cash flows used for investing activities for the year ended December 31,

2025, were $746.5 million of Business combinations - net of cash acquired and cash held in a fiduciary capacity, Capital

expenditures of $68.0 million, $16.6 million of an Equity method investment in VSIC, and $3.0 million related to Asset

acquisitions. The main drivers of the cash flows used for investing activities for the year ended December 31, 2024, were

$1,708.7 million of Business combinations - net of cash acquired and cash held in a fiduciary capacity and $47.0 million of

capital expenditures. 

Cash Flows From Financing Activities

Cash flows provided by financing activities during the year ended December 31, 2025, were $78.1 million, a

decrease of $1,088.7 million compared to cash flows provided by financing activities of $1,166.9 million during the year

ended December 31, 2024. The main drivers of cash flows provided by financing activities during the year ended

December 31, 2025, were $237.6 million Net change in fiduciary liabilities, net Borrowings on Revolving Credit Facility

of $71.4 million, and $35.9 million of Receipt of taxes related to net share settlement of equity awards offset by $64.1

million of Tax distributions to non-controlling LLC Unitholders, $62.3 million of Class A common stock dividends and

Dividend Equivalents paid, $37.0 million of Taxes paid related to net share settlement of equity awards, $29.3 million of

Payment of contingent consideration, $27.2 million of Distributions and Declared Distributions paid to non-controlling

LLC Unitholders, $25.2 million of Payment of Tax Receivable Agreement liabilities during the year, and $17.0 million of

Repayment of term debt. The main drivers of cash flows provided by financing activities during the year ended December

31, 2024, were $1,187.4 million of Proceeds from Senior Secured Notes, $114.0 million Net change in fiduciary liabilities,

and $107.6 million of Proceeds from term debt offset by $82.7 million of Tax distributions to non-controlling LLC

Unitholders, $80.2 million of Class A common stock dividends and Dividend Equivalents paid, $25.5 million of Debt

issuance costs paid, $22.2 million of Distributions and Declared Distributions paid to non-controlling LLC Unitholders,

and $21.6 million of Payment of Tax Receivable Agreement liabilities during the year.

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Contractual Obligations and Commitments

Our principal commitments consist of contractual obligations in connection with investing and operating

activities. These obligations are described within “Note 8, Debt” in the notes to our audited consolidated financial

statements in this Annual Report, where we provide further description on provisions that create, increase or accelerate

obligations, or other pertinent data to the extent necessary for an understanding of the timing and amount of the specified

contractual obligations.

The Company recognized a liability for employee deferrals, inclusive of changes in the value of deferred

amounts held, of $8.0 million and $50.8 million in Current accrued compensation and Non-current accrued compensation,

respectively, on the Consolidated Balance Sheets as of December 31, 2025, and $5.2 million and $36.5 million in Current

accrued compensation and Non-current accrued compensation, respectively, on the Consolidated Balance Sheets as of

December 31, 2024. The timing of when employees elect to make withdrawals from the deferred compensation plan is

uncertain, however employees are not allowed to make a withdrawal for three years from the deferral date and must

withdraw all deferred compensation balances within ten years of the deferral date.

Within Current accrued compensation and Non-current accrued compensation we have various long-term

incentive compensation agreements accrued for. These agreements are typically associated with an acquisition. Below we

have outlined the liabilities accrued as of December 31, 2025, the projected future expense, and the projected timing of

future cash outflows associated with these arrangements.

Long-term Incentive Compensation Agreements

(in thousands)

December 31, 2025

Current accrued compensation

$10,752

Non-current accrued compensation

19,212

Total liability

$29,963

Projected future expense

44,880

Total projected future cash outflows

$74,843

Projected Future Cash Outflows

(in thousands)

2026

$14,632

2027

9,274

2028

32,257

2029

11,048

Thereafter

$7,632

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Within “Note 4, Mergers and Acquisitions” in the notes to our audited consolidated financial statements in this

Annual Report we outline various contingent consideration arrangements and their impact. Below we have outlined the

liabilities accrued as of December 31, 2025, the projected future expense, and the projected timing of future cash outflows

associated with these contingent consideration agreements.

Contingent Consideration

(in thousands)

December 31, 2025

Current accounts payable and accrued liabilities

$55,880

Other non-current liabilities

92,508

Total liability

$148,388

Projected future expense

10,429

Total projected future cash outflows

$158,817

Projected Future Cash Outflows

(in thousands)

2026

$57,255

2027

89,016

2028

6,262

2029

4,662

Thereafter

$1,622

Critical Accounting Policies and Estimates

The methods, assumptions, and estimates that we use in applying the accounting policies may require us to

apply judgments regarding matters that are inherently uncertain. We consider an accounting policy to be a critical estimate

if (i) the Company must make assumptions that were uncertain when the judgment was made and (ii) changes in the

estimate assumptions or selection of a different estimate methodology could have a significant impact on our financial

position and the results that we report in the consolidated financial statements. While we believe that the estimates,

assumptions, and judgments are reasonable, they are based on information available when the estimate was made. Refer to

“Note 2, Summary of Significant Accounting Policies” in the consolidated financial statements in this Annual Report for

further information on the critical accounting estimates and policies.

Business Combinations

The Company accounts for transactions that represent business combinations under the acquisition method of

accounting, which requires us to allocate the total consideration transferred for each acquisition to the assets we acquire

and liabilities we assume based on their fair values as of the date of acquisition, including identifiable intangible assets.

The allocation of the consideration utilizes significant estimates in determining the fair values of identifiable assets

acquired, which mainly consist of customer relationship intangible assets. The significant assumptions used in determining

the fair value of customer relationships include estimated revenue growth, attrition rates, operating margins, and weighted-

average cost of capital. These estimates directly impact the amount of identified intangible assets recognized and the

related amortization expense in future periods. As of December 31, 2025 and 2024, an aggregate of $1,496.9 million and

$1,392.0 million, respectively, of Customer relationships was recorded on the Consolidated Balance Sheets.

The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as

goodwill. We may refine our estimates and make adjustments to the assets acquired and liabilities assumed over a

measurement period, not to exceed one year from the date of acquisition.

Acquired Customer Relationships

We review acquired intangible assets that are being amortized for impairment whenever events or changes in

circumstance indicate that their carrying amount may not be recoverable. We have not made any material changes in the

accounting methodology used to evaluate the impairment of goodwill or amortizable intangible assets during the last three

fiscal years. Qualitative factors considered include any adverse developments in regulation, unfavorable market conditions,

or the extent to which an asset will be utilized. As we continue to experience revenue growth driven by the increase in

complexity and inflow of risks into the specialty and E&S markets, we do not believe there is a reasonable likelihood there

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will be a material change in the estimates or assumptions used to calculate impairments or useful lives of amortizable

intangible assets. However, if actual results are not consistent with our estimates and assumptions, we may be exposed to

an acceleration of amortization or impairment losses that could be material.

Contingent Consideration

The Company recognizes contingent consideration liabilities and contingently returnable consideration resulting

from certain business combinations. We estimate the fair value of these contingent consideration arrangements using Level

3 inputs that require the use of numerous assumptions and Monte Carlo simulations, which may change based on the

occurrence of future events and lead to increased or decreased operating income in future periods. Estimating the fair value

at the acquisition date and in subsequent periods involves significant judgments, including projecting the future financial

performance of the acquired businesses. The Company updates its assumptions each reporting period based on new

developments and records such amounts at fair value based on the revised assumptions. For significant acquisitions we

may use independent third-party valuation specialists to assist us in determining the fair value of assets acquired and

liabilities assumed. Refer to “Note 14, Fair Value Measurements” in the consolidated financial statements in this Annual

Report for further information on the assumptions used in the fair value of contingent consideration.

As of December 31, 2025, the Company had nine contingent consideration liability arrangements outstanding,

with an aggregate fair value of $148.4 million. If remaining targets were to be met for these contingent consideration

arrangements, the maximum amount of the liability would be $597.4 million as of December 31, 2025, and the additional

expense would be recorded over the next 4.3 years in Change in contingent consideration within the Consolidated

Statements of Income. As of December 31, 2025, the Company had one contingently returnable consideration arrangement

outstanding for $6.6 million. The maximum amount of the asset would be $13.5 million as of December 31, 2025, if certain

targets were not achieved, and the additional income would be recorded over the next 1.3 years in Change in contingent

consideration within the Consolidated Statements of Income. Refer to “Note 4, Mergers and Acquisitions” in the

consolidated financial statements in this Annual Report for further information on business combinations and contingent

consideration.

Income Taxes

As of December 31, 2025 and 2024, $310.1 million and $448.3 million, respectively, of Deferred tax assets

were recorded on the Consolidated Balance Sheets. Deferred income taxes are recognized for the expected future tax

consequences attributable to temporary differences between the carrying amount of the existing tax assets and liabilities

and their respective tax basis. The primary item giving rise to temporary differences is the Company’s investment in the

LLC. As of December 31, 2025 and 2024, the Company’s deferred tax asset in the Company’s investment in the LLC was

$288.0 million and $429.9 million, respectively. 

In determining the provision for income taxes, we make estimates and judgments which affect our evaluation of

the carrying value of our deferred tax assets as well as our calculation of certain tax liabilities. We evaluate these assets on

a quarterly basis to conclude whether they are more likely than not to be realized. In completing this evaluation related to

the Company’s deferred tax asset in the investment in the LLC, we consider all available positive and negative evidence,

including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning

strategies, carryback potential if permitted under the applicable tax law, and results of recent operations. Projected future

taxable income is based on Board-approved budgets and long-term assumptions, which include revenue growth and

operating margins, among other factors. Estimating future taxable income is inherently uncertain and requires judgment.

We exclude any projected M&A activity from this evaluation. 

To the extent we do not generate sufficient federal taxable income to realize a deferred tax asset in any given

year, it would result in a federal net operating loss (“NOL”) that is available to us to utilize over an indefinite carryforward

period to fully realize the deferred tax assets. Given our historical ability to generate federal taxable income and our

projected future taxable income, and the indefinite carryforward period available for federal NOLs, we consider it more

likely than not that we will realize this deferred tax asset. If we determine in the future that we will not be able to fully

utilize all or part of this deferred tax asset, we would record a valuation allowance through earnings in the period the

determination was made, which would have an adverse effect on our results of operations and earnings in those future

periods.

Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Other

than those potential impacts, we do not believe there is a reasonable likelihood there will be a material change in our tax

related balances or valuation allowances. However, due to the complexity of some of these uncertainties, the ultimate

resolution may result in a payment that is materially different from the current estimate of the tax liabilities.

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Tax Receivable Agreement Liabilities

In connection with the Organizational Transactions and IPO, the Company entered into a TRA with current and

certain former LLC Unitholders. Amounts payable under the TRA are contingent upon, among other things, (i) the

generation of future taxable income over the term of the TRA and (ii) future changes in tax laws, including tax rate

changes. If we do not generate sufficient taxable income in the aggregate over the term of the TRA to utilize the tax

benefits, then we would not be required to make the related TRA payments. Therefore, we only recognize a liability for

TRA payments if we determine it is probable that we will generate sufficient future taxable income over the term of the

TRA to utilize the related tax benefits. Projecting future taxable income is inherently uncertain and requires judgment. In

projecting future taxable income, we consider our historical results and incorporate assumptions from our Board-approved

budgets and longer-term assumptions, which include revenue growth and operating margins, among other factors. We

exclude any projected M&A activity from this evaluation.

As of December 31, 2025 and 2024, we recognized $459.0 million and $436.3 million, respectively, of

liabilities relating to our obligations under the TRA, after concluding that it was probable that we would have sufficient

future taxable income to utilize the related tax benefits. There were no transactions subject to the TRA for which we did not

recognize the related liability, as we concluded that we would have sufficient future taxable income to utilize all of the

related tax benefits that have been generated since the IPO. If a valuation allowance is recorded against the deferred tax

assets subject to the TRA in a future period, the corresponding TRA liability may not be considered probable, resulting in

the liability being removed from the Consolidated Balance Sheets and recorded in Other non-operating loss (income) on

the Consolidated Statements of Income. Refer to “Note 17, Income Taxes” in the consolidated financial statements in this

Annual Report for further information on the estimates involved in income taxes and the TRA liability.

Recent Accounting Pronouncements

For a description of recently issued accounting pronouncements see “Note 2, Summary of Significant

Accounting Policies” in the footnotes to the consolidated financial statements in this Annual Report.

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