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What changed in RYAN SPECIALTY HOLDINGS, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of RYAN SPECIALTY HOLDINGS, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+497 added−485 removedSource: 10-K (2026-02-13) vs 10-K (2025-02-21)

Top changes in RYAN SPECIALTY HOLDINGS, INC.'s 2025 10-K

497 paragraphs added · 485 removed · 410 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

99 edited+24 added−19 removed85 unchanged
Biggest changeOur key differentiators are not only our talent and expertise but also the creativity and execution we deliver on behalf of our clients. Our commitment to attracting, developing, and retaining top industry talent to assist our clients is matched only by our entrepreneurial spirit and passion for excellence.
Biggest changeOur commitment to attracting, developing, and retaining top industry talent to assist our clients is matched only by our entrepreneurial spirit and passion for excellence. As of December 31, 2025, we employed approximately 6,110 people with 129 offices across the United States and in the United Kingdom, Europe, Canada, Australia, the United Arab Emirates, India, and Singapore.
We believe that as risks become more complex, the E&S market will continue to become more material, wholesale brokers that do not have sufficient scale or the financial and intellectual capital to invest in the required specialty capabilities will struggle to compete effectively.
We believe that as risks become more complex, the E&S market will continue to become more material and wholesale brokers that do not have sufficient scale or the financial and intellectual capital to invest in the required specialty capabilities will struggle to compete effectively.
Our Binding Authority Specialty also operates under the brands “RT Specialty” and “RT Binding Authority.” Binding Authority provides timely and secure access to our carrier trading partners that have granted relatively limited delegated underwriting authority to us through our in-house binding agreements.
Our Binding Authority Specialty also operates under the brands “RT Specialty” and “RT Binding Authority.” Our Binding Authority Specialty provides timely and secure access to our carrier trading partners that have granted relatively limited delegated underwriting authority to us through our in-house binding agreements.
Fiduciary Funds Insurance authorities in the United States, United Kingdom, and certain other jurisdictions in which our subsidiaries operate have also enacted laws and regulations governing the retention and investment of funds, such as premiums, claims proceeds and premium taxes, held in a fiduciary capacity for others.
Fiduciary Funds Insurance authorities in the United States, the United Kingdom, and certain other jurisdictions in which our subsidiaries operate have also enacted laws and regulations governing the retention and investment of funds, such as premiums, claims proceeds, and premium taxes, held in a fiduciary capacity for others.
Underwriting Management Underwriting Management offers insurance carriers cost-effective, specialty market expertise in distinct and complex market niches underserved in today’s marketplace through MGAs and MGUs, which act on behalf of insurance carriers that have given us relatively broad authority to underwrite and bind coverage, as well as critical product design, administrative and distribution responsibilities, for specific risks, and (often proprietary) National Programs that offer commercial and personal insurance for specific product lines or industry classes.
Underwriting Management Our Underwriting Management Specialty offers insurance carriers cost-effective, specialty market expertise in distinct and complex market niches underserved in today’s marketplace through MGAs and MGUs, which act on behalf of insurance carriers that have given us relatively broad authority to underwrite and bind coverage, as well as critical product design, administrative and distribution responsibilities, for specific risks, and (often proprietary) National Programs that offer commercial and personal insurance for specific product lines or industry classes.
Our Specialties Wholesale Brokerage Our Wholesale Brokerage Specialty is primarily focused on specialty insurance products that retail brokers and carriers have difficulty placing on their own due to the unique nature or size of the risk. Our Wholesale Brokerage professionals are creative and highly skilled problem solvers, assisting retail insurance brokers in crafting customized solutions.
Our Specialties Wholesale Brokerage Our Wholesale Brokerage Specialty is primarily focused on specialty insurance products that retail brokers and carriers have difficulty placing and distributing on their own due to the unique nature or size of the risk. Our Wholesale Brokerage professionals are creative and highly skilled problem solvers, assisting retail insurance brokers in crafting customized solutions.
Our largest distribution channels include (among others): • Property coverages: Real Estate (Condos, Vacant Property), Catastrophic Exposures (Coastal Wind, Flood, Wildfire, Earthquake, Terrorism), Specialized Coverage (Deductible Buy-Backs, Large Deductible Placements), Builder’s Risk, Distribution / Warehousing, Group Programs, Healthcare Risks. • Casualty coverages: Construction (Project Specific, Residential and Commercial Contractor), Real Estate (Habitational / OL&T / Lessors Risk), Life Sciences, Healthcare, Environmental, Primary and Excess Auto, Political Risks, Product Liability/Manufacturing Risks, Hospitality/Liquor Liability, Public Entities . • Professional & Executive Liability coverages: Private Company Management Liability, Public Company Directors and Officers Liability, Financial Institutions Management Liability, Not-For-Profit Organization Management Liability, Crime / Kidnap / Ransom, Privacy Liability and Network Security, Errors and Omissions Liability, Medical Professional Liability. • Transportation coverages: Local and Long-Haul Trucking, Haz-Mat Haulers, Contractors Fleets, Home Delivery, Non-Emergency Medical Transport, Waste Haulers, Auto Haulers. • Personal Lines coverages: Homeowners (Condo Unit Owner, Contents In-Storage, High Value Homeowners, Home-Based Business Product, Manufactured Homes), Farm & Ranch, Flood, Recreational (Collector Vehicle, All Terrain, Snowmobile, Watercraft).
Our largest distribution channels include (among others): • Property coverages: Real Estate (Condos, Vacant Property), Catastrophic Exposures (Coastal Wind, Flood, Wildfire, Earthquake, Terrorism), Specialized Coverage (Deductible Buy-Backs, Large Deductible Placements), Builder’s Risk, Distribution / Warehousing, Group Programs, and Healthcare Risks. • Casualty coverages: Construction (Project Specific, Residential and Commercial Contractor), Real Estate (Habitational / OL&T / Lessors Risk), Life Sciences, Healthcare, Environmental, Primary and Excess Auto, Political Risks, Product Liability / Manufacturing Risks, Hospitality / Liquor Liability, and Public Entities . • Professional & Executive Liability coverages: Private Company Management Liability, Public Company Directors and Officers Liability, Financial Institutions Management Liability, Not-For-Profit Organization Management Liability, Crime / Kidnap / Ransom, Privacy Liability and Network Security, Errors and Omissions Liability, and Medical Professional Liability. • Transportation coverages: Local and Long-Haul Trucking, Haz-Mat Haulers, Contractors Fleets, Home Delivery, Non-Emergency Medical Transport, Waste Haulers, and Auto Haulers. 10 Table of Contents • Personal Lines coverages: Homeowners (Condo Unit Owner, Contents In-Storage, High Value Homeowners, Home-Based Business Product, Manufactured Homes), Farm & Ranch, Flood, and Recreational (Collector Vehicle, All Terrain, Snowmobile, Watercraft).
In the United Kingdom some subsidiaries are regulated by governmental 14 Table of Contents agencies including the Financial Conduct Authority (“FCA”) with additional licensing and regulatory oversight from the Lloyd’s insurance market. Excess and Surplus Compliance The U.S.
In the United Kingdom, some subsidiaries are regulated by governmental agencies including the Financial Conduct Authority with additional licensing and regulatory oversight from the Lloyd’s insurance market. 14 Table of Contents Excess and Surplus Compliance The U.S.
E&S insurance carriers rely on wholesale insurance distributors for product expertise and distribution capabilities. By leveraging Ryan Specialty as a wholesale distributor, E&S insurance carriers are able to access a national network that includes over 30,000 retail insurance brokerage firms in a highly efficient manner, while simultaneously enhancing the quality of policy submissions by using a knowledgeable counterparty.
E&S insurance carriers rely on wholesale insurance distributors for product expertise and distribution capabilities. By leveraging Ryan Specialty as a wholesale distributor, E&S insurance carriers are able to access a national network that includes over 35,000 retail insurance brokerage firms in a highly efficient manner, while simultaneously enhancing the quality of policy submissions by using a knowledgeable counterparty.
In addition, we have amassed a large underlying data set based on the over 1.0 million total policies bound annually. We expect to leverage this data set to further refine our pricing models, enhance our placement advice, and increase our efficiency. Even while deliberately making these investments, we have been able to generate substantial cash flow and drive operating leverage.
In addition, we have amassed a large underlying data set based on the over 1.25 million total policies bound annually. We expect to leverage this data set to further refine our pricing models, enhance our placement advice, and increase our efficiency. Even while deliberately making these investments, we have been able to generate substantial cash flow and drive operating leverage.
These laws and regulations , as well as certain contractual arrangements with some of our carrier trading partners, generally require the segregation of these fiduciary funds and limit the types of investments that may be made with them. Broker Compensation Some states permit insurance agents and brokers to charge policy fees, while other states limit or prohibit this practice.
These laws and regulations , as well as certain contractual arrangements with some of our carrier trading partners, generally require the segregation of these fiduciary funds and limit the types of investments that may be made with them. Broker Compensation Some U.S. states permit insurance agents and brokers to charge policy fees, while other states limit or prohibit this practice.
Wholesale distributors can also receive fees in addition to commissions for placing certain insurance policies. Wholesale distributors generally utilize one of three methods to place insurance risks into the E&S market: • Wholesale brokerage : 49% of 2023 E&S premiums were placed by wholesale insurance brokers without binding authority, according to AM Best.
Wholesale distributors can also receive fees in addition to commissions for placing certain insurance policies. Wholesale distributors generally utilize one of three methods to place insurance risks into the E&S market: • Wholesale brokerage : 49% of 2024 E&S premiums were placed by wholesale insurance brokers without binding authority, according to AM Best.
Our mission is to provide industry-leading innovative specialty insurance solutions for insurance brokers, agents, and carriers. For retail insurance brokers, we assist in the placement of complex or otherwise hard-to-place risks. For insurance carriers, we work with retail and wholesale insurance brokers to source, onboard, underwrite, and service these same risks.
Our mission is to provide industry-leading innovative solutions for insurance brokers, agents, and carriers. For retail insurance brokers, we assist in the placement of complex or otherwise hard-to-place risks. For insurance carriers, we work with retail and wholesale insurance brokers to source, onboard, underwrite, and service these same types of risks.
These risks include more severe hurricanes that occur with greater frequency, more devastating wildfires, more 2 Table of Contents frequent flooding and convective storms, 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.
These risks include more severe hurricanes that occur with greater frequency, more devastating wildfires, more frequent flooding and convective storms, 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 expect that this trend will continue. 2010-2023 Commercial Lines Market Size CAGR 1 1 Admitted P&C direct premiums written (""DPW"") calculated as Commercial Lines direct premium written per S&P Global Market Intelligence, less E&S DPW per AM Best E&S Market Share Commercial Lines P&C Industry 2 2 E&S market share calculated as E&S DPW per AM Best divided by Commercial Lines DPW from state pages per S&P Global Market Intelligence We have been able to increase our market share by offering custom solutions and products to better address changing market fundamentals.
We expect that this trend will continue. 2010-2024 Commercial Lines Market Size CAGR 1 1 Admitted P&C direct premiums written (“DPW” ) calculated as Commercial Lines direct premium written per S&P Global Market Intelligence, less E&S DPW per AM Best E&S Market Share Commercial Lines P&C Industry 2 2 E&S market share calculated as E&S DPW per AM Best divided by Commercial Lines DPW from state pages per S&P Global Market Intelligence We have been able to increase our market share by offering custom solutions and products to better address changing market fundamentals.
Ryan Specialty Underwriting Managers offers a broad distribution platform through a network of retail and wholesale brokers including RT Specialty.
Ryan Specialty Underwriting Managers offers a broad distribution platform through a network of retail, wholesale, and reinsurance brokers, including RT Specialty.
For example, many of our 12 de novo MGUs were formed to respond to emerging risks such as life sciences (LifeScienceRisk), renewable energy (PERse®), excess commercial general liability (Emerald Underwriting Managers), builder’s risk (TRU), and personal lines (Verdant).
For example, many of our 13 de novo MGUs were formed to respond to emerging risks such as life sciences (LifeScienceRisk), renewable energy (PERse®), excess commercial general liability (Emerald Underwriting Managers), builder’s risk (TRU), and personal lines (Verdant).
Our employee benefits practice extends our addressable market and provides additional value to our retail broker clients and their insureds. In 2024 we completed seven acquisition that we believe significantly increased our underwriting management total addressable market in both the U.S. and internationally.
Our employee benefits practice extends our addressable market and provides additional value to our retail broker clients and their insureds. In 2024, we completed seven acquisitions that we believe significantly increased our underwriting management total addressable market in both the U.S. and internationally.
Our comprehensive suite of products and services and our broad geographic footprint allow us to place coverage for nearly any risk brought to us by the over 30,000 retail insurance brokerage firms with which we do business.
Our comprehensive suite of products and services and our broad geographic footprint allow us to place coverage for nearly any risk brought to us by the over 35,000 retail insurance brokerage firms with which we do business.
The Tax Receivable Agreement provides 13 Table of Contents that if (i) certain mergers, asset sales, other forms of business combination or other changes of control were to occur or (ii) we breach any of our material obligations under the Tax Receivable Agreement, then the Tax Receivable Agreement will terminate and our obligations, or our successor’s obligations, to make payments under the Tax Receivable Agreement would accelerate and become immediately due and payable.
The Tax Receivable Agreement provides that if (i) certain mergers, asset sales, other forms of business combination, or other changes of control were to occur or (ii) we breach any of our material obligations under the Tax Receivable Agreement, then the Tax Receivable Agreement will terminate and our obligations, or our successor’s obligations, to make payments under the Tax Receivable Agreement would accelerate and become immediately due and payable.
In 2023, we completed the acquisition of three companies that specialize in broking, distributing and underwriting employee benefits insurance products and services: ACE Benefit Partners, Point6 Healthcare, and AccuRisk Holdings.
In 2023, we completed the acquisition of three companies that specialize in broking, distributing, and underwriting employee benefits insurance products and services: ACE Benefit Partners, Inc., Point6 Healthcare, LLC, and AccuRisk Holdings, LLC.
For a reconciliation of Adjusted diluted earnings per share to its most directly comparable GAAP metric, Diluted earnings (loss) per share, please see “ Management’s Discussion and Analysis of Financial Condition and Results of Operation – Non-GAAP Financial Measures and Key Performance Indicators ” included elsewhere in this Annual Report.
For a reconciliation of Adjusted diluted earnings per share to its most directly comparable GAAP metric, Diluted earnings per share, please see “ Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures and Key Performance Indicators ” included elsewhere in this Annual Report.
These acquisitions brought us seasoned management teams that enhance our ability to bring new product innovation to market, proprietary technology that will provide us a competitive edge into the future, and additional product offerings that serve to diversify the existing portfolio contained in our Underwriters Managers Specialty.
These acquisitions brought us seasoned management teams that enhance our ability to bring new product innovation to market, proprietary technology that will provide a competitive edge into the future, and additional product offerings that serve to diversify the existing portfolio contained in our Underwriting Management Specialty.
This method is most similar to our Underwriting Management Specialty and allows wholesale distributors to underwrite coverage on behalf of an insurance carrier for a specific type of risk, with relatively expansive delegated authority subject to agreed-upon guidelines and limits. • Wholesale brokerage with binding authority : 9% of 2023 E&S premiums were placed by wholesale insurance brokers with binding authority, according to AM Best.
This method is most similar to our Underwriting Management Specialty and allows wholesale distributors to underwrite coverage on behalf of an insurance carrier for a specific type of risk, with relatively expansive delegated authority subject to agreed-upon guidelines and limits. • Wholesale brokerage with binding authority : 8% of 2024 E&S premiums were placed by wholesale insurance brokers with binding authority, according to AM Best.
We have access to over 30,000 retail insurance brokerage firms, including preferred relationships with substantially all of the top 100 retail insurance brokers. We have been highly successful in our recruiting and retention efforts and are a destination of choice for top-tier talent.
We have access to over 35,000 retail insurance brokerage firms, including preferred relationships with all of the top 100 retail insurance brokers. We have been highly successful in our recruiting and retention efforts and are a destination of choice for top-tier talent.
Our Producers are able to offer retail insurance brokers multi-channel access to E&S and Admitted markets through our three Specialties: Wholesale Brokerage, Binding Authority, and Underwriting Management. • Wholesale Brokerage : Our Wholesale Brokerage Specialty operates predominantly under the brand “RT Specialty” along with others such as “RT ProExec” and “CERT.” Wholesale Brokerage distributes a wide range and diversified mix of specialty property, casualty, professional lines, personal lines, and workers’ compensation insurance products from insurance carriers to retail brokerage firms.
Our Producers are able to offer retail insurance brokers multi-channel access to E&S and Admitted markets through our three Specialties: Wholesale Brokerage, Binding Authority, and Underwriting Management. • Wholesale Brokerage : Our Wholesale Brokerage Specialty operates predominantly under the brand “RT Specialty” along with others such as “RT ProExec” and “CERT.” Wholesale Brokerage assists retail brokers in procuring a wide range and diversified mix of specialty property, casualty, professional lines, personal lines, and workers’ compensation insurance products from insurance carriers.
We are highly selective in our M&A strategy and focus on partners that share our long-term approach, inclusive 4 Table of Contents culture and commitment to integrity and client centricity. We primarily source our acquisitions through proprietary dialogue with potential partners and selectively take part in auction processes in which we believe we have a differentiated approach or value proposition.
We are highly selective in our M&A strategy and focus on partners that share our long-term approach, inclusive culture and commitment to integrity and client centricity. We primarily source our acquisitions through proprietary dialogue with potential partners and selectively take part in auction processes in which we believe we have a differentiated approach or value proposition.
Typically, each cohort of Producers hired since 2016 has generated revenue which exceeded compensation costs by the end of such cohort’s second full year. Ensuring individual Producer book of business growth is critical for our business as it supports our organic growth, motivates our Producers, and fosters retention. In 2024, our Producer retention rate was 98%.
Typically, each cohort of Producers hired since 2016 has generated revenue which exceeded compensation costs by the end of such cohort’s second full year. Ensuring individual Producer book of business growth is critical for our business as it supports our organic growth, motivates our Producers, and fosters retention. In 2025, our Producer retention rate was 96% .
This method, also referred to as “open brokerage,” is most similar to our Wholesale Brokerage Specialty and includes a wide range and diversified mix of products. • Program manager, MGA/MGU : 21% of 2023 E&S premiums were placed by program managers, including MGUs and MGAs, according to AM Best.
This method, also referred to as “open brokerage,” is most similar to our Wholesale Brokerage Specialty and includes a wide range and diversified mix of products. • Program manager, MGA/MGU : 23% of 2024 E&S premiums were placed by program managers, including MGUs and MGAs, according to AM Best.
Ryan, a widely respected entrepreneur and global insurance leader who previously founded Aon, one of the largest global retail insurance brokers, and who served as Aon’s Chairman and/or CEO for 41 years. Mr. Ryan served as our Chairman and CEO from our founding through the implementation of our executive succession plan, which took effect on October 1, 2024. Mr.
Ryan, a widely respected entrepreneur and global insurance leader who previously founded Aon, one of the largest global retail insurance brokers, and who served as Aon’s Chairman and/or CEO for 41 years. Mr. Ryan served as our Chairman and CEO from our founding through the implementation of our executive succession plan, which took effect in 2024. Mr.
Many states have adopted strict cybersecurity laws and regulations requiring that we adopt security standards to protect personal information and provide notification of cybersecurity incidents under certain circumstances. In addition, we are also subject to laws granting individuals the right to access, amend, or delete their personal data.
Most states have adopted strict cybersecurity laws and regulations requiring that insurance agencies adopt security standards to protect personal information and provide notification of cybersecurity incidents under certain circumstances. In addition, we are also subject to laws granting individuals the right to access, amend, or delete their personal data.
In 2024, we completed agreements for the acquisition of entities or assets of seven companies that significantly increased our MGA/MGU footprint internationally and added to our MGA/ MGU and National Programs offerings and capabilities domestically.
In 2024 and 2025, we completed agreements for the acquisition of entities or assets of eleven companies that significantly increased our MGA/MGU footprint internationally and added to our MGA/MGU and National Programs offerings and capabilities domestically.
Seasonality Our Wholesale Brokerage and Binding Authority Specialties typically experience higher revenues in the second and fourth calendar quarters of each year, primarily due to the timing of policy renewals. Our Underwriting Management Specialty typically experiences higher revenues in the fourth quarter, primarily due to the timing of policy renewals.
Seasonality Our Wholesale Brokerage, Binding Authority, and Underwriting Management Specialties typically experience higher revenues in the second and fourth calendar quarters of each year, primarily due to the timing of policy renewals.
With a nationally scaled binding authority operation, as well as the capabilities existing within our Underwriting Management Specialty, we expect to be able to comprehensively address the opportunities in the delegated authority market, which represented 29% of E&S premiums in 2023 according to AM Best.
With a nationally scaled binding authority operation, as well as the capabilities existing within our Underwriting Management Specialty, we expect to be able to comprehensively address the opportunities in the delegated authority market, which represented 31% of E&S premiums in 2024 according to AM Best.
We have historically used our cash flow to invest in the business and fund acquisitions. We expect to continue fortifying our platform to support future expansion and sustain significant organic growth.
We have historically used our cash flow to invest in the business, fund acquisitions, service our debt, and fund dividends. We expect to continue fortifying our platform to support future expansion and sustain significant organic growth.
A significant component of our growth in a majority of this business comprises larger-volume, smaller-premium policies with well-defined underwriting criteria which allows us to combine swift turnaround with the authority to secure coverage regardless of the complexity of risk.
A significant component of our growth in a majority of this business comprises larger volume, smaller premium policies with well-defined underwriting criteria which allows us to combine swift turnaround with the authority to bind insurance carriers to coverage regardless of the complexity of risk.
The amount due and payable in that circumstance is based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement.
The amount due and payable in that circumstance is based on 13 Table of Contents certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement.
Ryan now serves as our Executive Chairman remaining part of our executive management team and continuing as Chairman of the Board. Timothy W. Turner succeeded Mr. Ryan as our CEO effective October 1, 2024, after serving as our President since our IPO and leading RT Specialty since our founding. Mr.
Ryan now serves as our Executive Chairman, remaining part of our executive management team and continuing as Chairman of the Board. Timothy W. Turner succeeded Mr. Ryan as our CEO in 2024, after serving as our President since our IPO and leading RT Specialty since our founding. Mr.
Pursuant to contribution agreements, on September 30, 2021, the Company, the non-controlling interest LLC Unitholders and New LLC exchanged equity interests in Ryan Specialty, LLC for LLC Common Units in New LLC, with the intent that New LLC be the new holding company for Ryan Specialty, LLC interests.
Pursuant to contribution agreements, on September 30, 2021, the Company, the non-controlling interest LLC Unitholders and New LLC exchanged equity interests in Ryan 12 Table of Contents Specialty, LLC for LLC Common Units in New LLC, with the intent that New LLC be the new holding company for Ryan Specialty, LLC interests.
Since inception, we have partnered with over 55 firms through acquisition. These firms represent a diverse mix of specialties and geographies, allowing us to better service both existing and prospective trading partners. The targets that we acquired in 2024 had revenues for the unaudited twelve-month period prior to acquisition of over $268 million.
Since inception, we have partnered with over 60 firms through acquisition. These firms represent a diverse mix of specialties and geographies, allowing us to better service both existing and prospective trading partners. The targets that we acquired in 2025 had revenues for the unaudited twelve-month period prior to acquisition of over $125 million .
The primary market for these insurance placements is the E&S market, where retail insurance brokers often must utilize wholesaler distributors who have distinct expertise and execution capabilities with specialized carriers. According to AM Best, from 2019 to 2023 , wholesalers were involved in placing on average 84% of annual E&S premiums.
The primary market for these insurance placements is the E&S market, where retail insurance brokers often must utilize wholesale distributors who have distinct expertise and execution capabilities with specialized carriers. According to AM Best, from 2019 to 2024 , wholesalers were involved in placing on average 81% of annual E&S premiums.
These 10 Table of Contents concentration statistics reflect both Wholesale Brokerage and Binding Authority Specialties, as many producers utilize both placement strategies. During 2024, we conducted business with thousands of retail brokerage firms, including substantially all of the 100 largest United States retail brokers as identified by Business Insurance in 2023.
These concentration statistics reflect both Wholesale Brokerage and Binding Authority Specialties, as many producers utilize both placement strategies. During 2025, we conducted business with thousands of retail brokerage firms, including all of the 100 largest United States retail brokers as identified by Business Insurance in 2024.
We believe that retail insurance brokers favor having us on their wholesale panels as a preferred trading partner because we have national scale, top-flight talent, a full suite of product solutions, and are free from channel conflicts with their retail operations.
We believe that retail insurance brokers will continue to favor having us on their wholesale panels as a preferred trading partner because we have national scale, top-flight talent, a full suite of product solutions, and 3 Table of Contents are free from channel conflicts with their retail operations.
When we acquire Wholesale Brokerage businesses, they gain access to over 30,000 retail insurance brokerage firms, including preferred relationships with substantially all of the top 100 retail insurance brokers and exclusive product capabilities. When we acquire Underwriting Managers, they gain access to our wholesale Producers, deep carrier relationships, and visionary leadership.
When we acquire Wholesale Brokerage businesses, they gain access to over 35,000 retail insurance brokerage firms, including preferred relationships with all of the top 100 retail insurance brokers and exclusive product capabilities. When we acquire underwriting managers, they gain access to our wholesale Producers, deep carrier and other capital provider relationships, and visionary leadership.
For the years ended December 31, 2024 and 2023 , our Binding Authority Specialty generated $320.4 million in net commission and fees, representing 13.0% of our net commission and fees and $276.0 million in revenue, representing 13.6% of our net commission and fees, respectively. • Underwriting Management : Our Underwriting Management Specialty operates under multiple brands, which are collectively referred to as “Ryan Specialty Underwriting Managers.” Our Underwriting Management Specialty offers insurance carriers cost-effective specialty market expertise in distinct and complex market niches underserved in today’s marketplace through 39 MGAs and MGUs, which act on behalf of insurance carriers.
For the years ended December 31, 2025 and 2024 , our Binding Authority Specialty generated $370.2 million in net commission and fees, representing 12.4% of our total net commission and fees, and $320.4 million in net commission and fees, representing 13.0% of our total net commission and fees, respectively. • Underwriting Management : Our Underwriting Management Specialty operates under multiple brands, which are collectively referred to as “Ryan Specialty Underwriting Managers.” Our Underwriting Management Specialty offers insurance and reinsurance carriers cost-effective specialty market expertise in distinct and complex market niches underserved in today’s marketplace through 39 MGAs and MGUs, which act on behalf of insurance and reinsurance carriers.
Our management team and employees also have significant alignment with stockholders. As of December 31, 2024, we had over 700 employee stockholders, including all of our top 50 Producers. Our management team and employees remain committed to our vision of market leadership by providing differentiated intellectual capital, building trusted relationships, and pioneering risk solutions.
Our management team and employees also have significant alignment with stockholders. As of December 31, 2025, we had over 1,000 employee stockholders, including each of our top 50 Producers. Our management team and employees remain committed to our vision of market leadership by providing differentiated intellectual capital, building trusted relationships, and pioneering risk solutions.
Beyond the traditional wholesale P&C opportunities, we also expect to continue to expand our alternative risk offerings and our wholesale employee benefits specialty. Build the most comprehensive international delegated authority business: We believe that both M&A consolidation and panel consolidation are in nascent stages for Binding Authority.
Beyond the traditional wholesale P&C opportunities, we also expect to continue to expand our alternative risk offerings and our wholesale employee benefits specialty. Build the most comprehensive international delegated authority business: We believe that both M&A consolidation and panel consolidation have a long runway for Binding Authority.
For the year ended December 31, 2024 , our Wholesale Brokerage Specialty generated $1,489.1 million in net commission and fees, representing 60.6% of our total net commission and fees. Wholesale Brokerage operates predominantly under the brand “RT Specialty.” Our Wholesale Brokers distribute a wide range and diversified mix of specialty insurance products from insurance carriers to retail insurance brokerage firms.
For the year ended December 31, 2025 , our Wholesale Brokerage Specialty generated $1,600.4 million in net commission and fees, representing 53.4% of our total net commission and fees. Wholesale Brokerage operates predominantly under the brand “RT Specialty.” Our wholesale brokers distribute a wide range and diversified mix of specialty insurance products from insurance carriers to retail insurance brokerage firms.
Since the beginning of 2018, we have recruited 107 Producers who are now responsible for $1.0 billion of annual premiums (figures exclude Producers who are not associated with a discrete book of business). We have formalized our talent sourcing and development program through our commitment to Ryan Specialty University.
Since the beginning of 2018, we have recruited 128 Producers who are now responsible for over $1.2 billion of annual premiums (figures exclude Producers who are not associated with a discrete book of business). We have formalized our talent sourcing and development program through 8 Table of Contents our commitment to Ryan Specialty University.
As retail brokers have become larger, they have looked to establish relationships with fewer, more trusted wholesale brokers. This approach, commonly known as “wholesale panel consolidation,” ensures that the retail brokers have quality, clarity, and consistency across their operations and insurance placement.
As retail brokers continue to become larger, they focus on maintaining and establishing relationships with fewer, more trusted wholesale brokers. This approach, commonly known as “wholesale panel consolidation,” ensures that the retail brokers have quality, clarity, and consistency across their operations and insurance placement.
E&S market (which comprised $116 billion of direct written premium in 2023) has grown at a CAGR of 10.5%, compared to 4.6 % for the U.S. Admitted market, between 2010 and 2023. E&S market share as a percentage of total U.S. commercial insurance premium increased from 13.5% in 2010 to 24.2% in 2023.
E&S market (which comprised $130 billion of direct written premium in 2024) has grown at a CAGR of 10.6% , compared to 4.4% for the U.S. Admitted market, between 2010 and 2024. E&S market share as a percentage of total U.S. commercial insurance premium increased from 13.5% in 2010 to 25.7% in 2024 .
We have identified the following markets as near-term potential growth opportunities: alternative risk offerings, employee benefits, nursing homes and other long-term care facilities, transportation, life-sciences, public entities and municipalities, sports and entertainment venues, high net worth property, and New York construction and habitational spaces.
We have identified the following markets, products, and/or services as near-term potential growth opportunities: alternative risk and capital management offerings, employee benefits, nursing homes and other long-term care facilities, transportation, life-sciences, public entities and municipalities, higher education, sports and entertainment venues, high net worth property, residential housing starts, and New York construction and habitational spaces.
The top five retail brokers in the United States account for 21.8 % of our revenue, and no single retail broker accounted for more than 8.8 % of total revenue in 2024. No carrier accounted for more than 6.9% of total revenue in 2024 (excluding all Lloyd’s syndicates combined).
The top five retail brokers in the United States account for 23.2% of our revenue, and no single retail broker accounted for more than 8.8% of total revenue in 2025. No carrier accounted for more than 6.1% of total revenue in 2025 (excluding all Lloyd’s syndicates combined).
RT Connector is a digital marketplace through which our retail clients and internal producers can receive quotes and bind policies online. It can produce multiple bindable quotes sourced from high-quality c arriers across several risk classes in minutes.
We have also created a digital marketplace, RT Connector, through which our retail clients and internal producers can receive quotes and bind policies online. It can produce multiple bindable quotes sourced from high-quality carriers across several risk classes in minutes.
Key to deepening our relationships with retail insurance brokers will be expanding our product offerings and enhancing our geographic footprint through organic initiatives, continued producer hires, and 9 Table of Contents strategic acquisitions. In addition to deepening our relationships with existing clients, we will continue to broaden our footprint by establishing new retail broker trading partner relationships.
Key to deepening our relationships with retail insurance brokers will be expanding our product offerings and enhancing our geographic footprint through organic initiatives, continued producer hires, and strategic acquisitions. Additionally, we will continue to broaden our footprint by establishing new retail broker trading partner relationships.
State surplus lines laws, or laws pertaining to non-admitted insurance business, require that surplus lines brokers comply with diligent search/exempt commercial purchaser laws and affidavit/document filing requirements, as well as requiring the collection and paying of any taxes, stamping fees, assessment fees, and other applicable charges on such business.
State laws also require surplus lines brokers to comply with exempt commercial purchaser laws and affidavit/document filing requirements, as well as requiring the collection and paying of any taxes, stamping fees, assessment fees, and other applicable charges on such business.
Our distribution network encompasses over 700 individuals directly responsible for revenue generation in either Wholesale Brokerage or Binding Authority (each, a “Producer” and together, the “Producers”) and Underwriting Managers underwrites over 300 individual products. Combined this provides us access to over 30,000 retail insurance brokerage firms and over 350 insurance carriers.
Our distribution network encompasses over 700 individuals directly responsible for revenue generation in our Wholesale Brokerage and Binding Authority Specialties (each, a “Producer” and together, the “Producers”) and our Underwriting Management Specialty which develops and underwrites over 300 individual products. This provides us access to over 35,000 retail brokerage firms and over 350 insurance carriers.
Binding Authority We believe our Binding Authority Specialty to be among the largest binding authority platforms in the nation. For the year ended December 31, 2024 , our Binding Authority Specialty generated $320.4 million in net commission and fees, representing 13.0% of our total net commission and fees.
Binding Authority We believe our Binding Authority Specialty to be among the largest binding authority platforms in the nation. For the year ended December 31, 2025 , our Binding Authority Specialty generated $370.2 million in net commission and fees, representing 12.4% of our total net commission and fees.
As retail insurance brokers continue to grow and consolidate their wholesale panels, we expect that the amount of premiums we place from these existing retail broker relationships will grow. 3 Table of Contents Similarly, there has been meaningful consolidation among P&C insurance carriers over the past two decades, including significant commitment to the E&S market by predominantly admitted carriers, along with new entrants focused on the specialty and E&S markets.
We expect that these dynamics will foster growth in the amount of premiums we place from these existing retail broker relationships. Similarly, there has been meaningful consolidation among P&C insurance carriers over the past two decades, including significant commitment to the E&S market by predominantly admitted carriers, along with new entrants focused on the specialty and E&S markets.
We are compensated for providing services primarily by commissions and fees. Our business was founded to address the growing need for specialists in the increasingly important E&S market. For the year ended December 31, 2024, 78 % of the total premiums we placed were in the E&S market.
We are compensated primarily through commissions and fees for the services we provide. 2 Table of Contents Our business was founded to address the growing need for specialists in the increasingly important specialty and E&S markets. For the year ended December 31, 2025, 78% of the total premiums we placed were in the E&S market.
With regard to entities that our Wholesale Brokerage Specialty has a relationship with, there are no material concentrations in retail insurance brokers (top five: 26.9 % of 2024 revenue), insurance carriers (top five: 20.9% of 2024 revenue - excluding all Lloyd’s syndicates combined), or internal Producers (top five: 14.8% of 2024 revenue).
With regard to entities that our Wholesale Brokerage Specialty has a relationship with, there are no material concentrations in retail insurance brokers (top five: 25.2% of 2025 revenue), insurance carriers (top five: 20.6% of 2025 revenue - excluding all Lloyd’s syndicates combined), or internal Producers (top five: 16.1% of 2025 revenue).
For the years ended December 31, 2024 and 2023 , our Wholesale Brokerage Specialty generated $1,489.1 million in net commission and fees, representing 60.6% of our net commission and fees and $1,319.1 million in net commission and fees, representing 65.1% of our net commission and fees, respectively. • Binding Authority: Our Binding Authority Specialty operates under the “RT Specialty” and “RT Binding Authority” brands.
For the years ended December 31, 2025 and 2024 , our Wholesale Brokerage Specialty generated $1,600.4 million in net commission and fees, representing 53.4% of our total net commission and fees, and $1,489.1 million in net commission and fees, representing 60.6% of our total net commission and fees, respectively. • Binding Authority: Our Binding Authority Specialty operates under the “RT Specialty,” “Connector,” and “RT Binding Authority” brands.
Our values set the foundation for a workplace where people can be their best self and do their best work; but more importantly, we harness our differences and similarities to better serve our clients, trading partners, workforce, and communities. The attraction, development, and retention of employees is a critical factor in our success.
Our values set the foundation for a workplace where people can be their best self and do their best work. Ryan Specialty rewards top performers and harnesses our differences and similarities to better serve our clients, trading partners, teammates, and communities. The attraction, development, and retention of employees is a critical factor in our success.
For the years ended December 31, 2024 and 2023 , our Underwriting Management Specialty generated $646.2 million in net commission and fees, representing 26.3% of our net commission and fees and $431.6 million in revenue, representing 21.3% of our net commission and fees, respectively. We have significantly enhanced our human capital, product capabilities and geographic footprint through strategic acquisitions.
For the years ended December 31, 2025 and 2024 , our Underwriting Management Specialty generated $1,024.0 million in net commission and fees, representing 34.2% of our total net commission and fees, and $646.2 million in net commission and fees, representing 26.3% of our total net commission and fees, respectively. 4 Table of Contents We have significantly enhanced our human capital, product capabilities, and geographic footprint through strategic acquisitions.
Please see “ Note 12 , Earnings Per Share ” in the footnotes to the Consolidated Financial Statements in this Annual Report for additional information. Adjusted diluted earnings per share is a non-GAAP metric.
Our Adjusted diluted earnings per share increased from $1.79 in 2024 to $1.96 in 2025 . Please see “ Note 11 , Earnings Per Share ” in the footnotes to the Consolidated Financial Statements in this Annual Report for additional information. Adjusted diluted earnings per share is a non-GAAP metric.
Industry Overview As a wholesale distributor, we operate within the broader P&C insurance distribution market, which comprises both wholesale insurance brokers and retail insurance brokers. Wholesale and retail insurance brokers facilitate the placement of P&C insurance products in both the E&S and Admitted markets.
Industry Overview As a wholesale distributor, we operate within the broader P&C insurance distribution market, which comprises both wholesale insurance brokers and retail insurance brokers.
During 2024, retail insurance brokers completed 750 merger and acquisition (“M&A”) transactions according to OPTIS Partners, compared to 782 in 2023, 987 in 2022, 1,034 in 2021, and 795 in 2020. According to Business Insurance, this M&A velocity contributed to the Top 100 retail brokers growing revenue by over 13% in 2023.
During 2025, retail insurance brokers completed 695 merger and acquisition (“M&A”) transactions according to OPTIS Partners, compared to 787 in 2024, 835 in 2023, and 1,032 in 2022. According to Business Insurance, this M&A velocity contributed to the Top 100 retail brokers growing revenue by over 14% in 2024.
Tax Receivable Agreement We entered into the Tax Receivable Agreement with current and certain former LLC Unitholders.
Tax Receivable Agreement At the time of our IPO, we entered into a Tax Receivable Agreement with current and certain former LLC Unitholders.
Berkley Corporation, with whom we maintain meaningful relationships. Lloyd’s, which represents a market of 86 syndicates, is also a prominent player in the E&S space and approximately 17% of 2023 E&S premiums in the United States was for insurance coverage placed in the Lloyd’s market according to AM Best.
Lloyd’s, which represents a market of 92 syndicates, is also a prominent player in the E&S space and approximately 16% of 2024 E&S premiums in the United States were for insurance coverage placed in the Lloyd’s market according to AM Best.
A major revision to the Health Insurance Portability and Accountability Act security rule has been proposed that, if adopted, would enhance the cybersecurity protections required for personal health information. The European Union’s General Data Protection Regulation (the “EU GDPR”) imposes a range of compliance obligations and provides for financial penalties for noncompliance.
A major revision to the Health Insurance Portability and Accountability Act security rule has been proposed that, if adopted, would enhance the cybersecurity protections required for personal health information. In the European Union, the General Data Protection Regulation (the “EU GDPR”) is the primary privacy law applicable to our businesses.
Our Binding Authority Producers are renowned for their ability to quickly bind smaller accounts with unique attributes. Our Underwriting Management Specialty offers retail and wholesale brokers a wide assortment of risk solutions for highly specialized insurance coverage needs, such as: renewable energy, construction, cyber, builder’s risk, transportation, transactional risk, long-term care facilities, complex manufacturing facilities, and catastrophe-exposed properties.
Our Underwriting Management Specialty offers retail and wholesale brokers a wide assortment of risk solutions for highly specialized insurance coverage needs, such as: renewable energy, environmental, construction, cyber, builder’s risk, transportation, transactional risk, long-term care facilities, catastrophe-exposed properties, and sports, leisure, and entertainment venues.
Our Underwriting Management Specialt y operates under multiple brands, which are collectively referred to as “Ryan Specialty Underwriting Managers.” 11 Table of Contents Our Organizational Structure The Company is the sole managing member of New LLC.
For the year ended December 31, 2025 , our Underwriting Management Specialty generated $1,024.0 million in net commission and fees, representing 34.2% of our total net commission and fees. 11 Table of Contents Our Underwriting Management Specialty operates under multiple brands, which are collectively referred to as “Ryan Specialty Underwriting Managers.” Our Organizational Structure The Company is the sole managing member of New LLC.
Our Wholesale Brokerage Producers are highly regarded for their ability to procure coverage for the largest, most complex, and high-hazard risks. Our Wholesale Brokers are able to place policies for challenging risks such as coastal properties, kidnap and ransom exposures, hospitals, trucking fleets and commercial transportation liability, large construction projects, large apartment schedules, and waste haulers.
Our wholesale brokers are able to place policies for challenging risks, such as: coastal properties, kidnap and ransom exposures, hospitals and long-term care facilities , trucking fleets and commercial transportation liability, large construction projects, large apartment schedules, and waste haulers. Our Binding Authority Producers are renowned for their ability to quickly bind smaller accounts with unique attributes.
We further believe in the relentless pursuit of innovation in order to respond to evolving market conditions and to reach underserved specialty markets . Accordingly, our business is built to respond to rapidly shifting market conditions by constantly looking for ways to broaden and enhance our product offerings.
Accordingly, our business is built to respond to rapidly shifting market conditions by constantly looking for ways to broaden and enhance our product offerings.
We strive to protect the invaluable attributes of meritocracy in our culture, and are committed to purposefully reinforcing and refining our culture, through DEI initiatives and otherwise, so that our Company, and our industry, can reap the vast benefits of diversity.
We strive to protect the invaluable attributes of meritocracy and are committed to purposefully reinforcing and refining every aspect of our culture and values through various initiatives that enable our firm to reap the vast benefits that are inherent in a diverse and inclusive environment.
As a result, products in the Admitted market are relatively uniform in price and coverage. According to data from AM Best, the E&S market comprised $116 billion of direct written premium in 2023. In the E&S market, insurance carriers have more flexibility to customize rates and coverage.
Approximately 74% of U.S. premiums are generated through the Admitted market, which has highly regulated rates and policy forms. As a result, products in the Admitted market are relatively uniform in price and coverage. According to data from AM Best, the E&S market comprised $130 billion of direct written premium in 2024.
H uman Capital Management Our culture is the foundation of everything we do. Our employees are our greatest asset, and we strive to foster a productive and empowering work environment that embodies our core values: Integrity, Client Centricity, Teamwork, Meritocracy, Inclusion, Empowerment, Innovation, and Courage.
Our employees are our greatest asset, and we strive to foster a productive and empowering work environment that embodies our core values: Integrity, Client Centricity, Teamwork, Meritocracy, Inclusion, Empowerment, Innovation, and Courage. Our key differentiators are not only our talent and expertise but also the creativity and execution we deliver on behalf of our clients.
We are able to retain new and tenured employees alike by offering unprecedented market access, supporting Producers in growing their books and providing broad opportunities for rapid career advancement within our organization. 8 Table of Contents For example, in 2024 and 2023, 78 % and 81%, respectively, of our Producers grew their book of business.
This development platform allows us to cultivate talent across all levels and specialties. We are able to retain new and tenured employees alike by offering unprecedented market access, supporting Producers in growing their books, and providing broad opportunities for rapid career advancement within our organization.
We created RT Connector to be a unique technology entrant into the E&S space. RT Connector allows us to better serve retail insurance brokers by placing their smaller-premium accounts efficiently, evaluating more of their submissions rapidly, and binding more policies for them cost-effectively.
RT Connector allows us to better serve retail insurance brokers by placing their smaller-premium accounts efficiently, evaluating more of their submissions rapidly, and binding more policies for them cost-effectively. We believe in the relentless pursuit of innovation in order to respond to evolving market conditions and to reach underserved specialty markets.
Who We Are We are a specialty insurance intermediary offering wholesale insurance brokerage and delegated underwriting authority solutions, products and services. We are the s econd-largest U.S. P&C insurance Wholesale Broker and second- largest U.S. P&C Managing Underwriter according to premium volume as reported in the 2023 Business Insurance broker rankings Special Report.
Who We Are We are a specialty insurance intermediary offering wholesale insurance brokerage and delegated underwriting authority products and services through both traditional insurance and alternative risk solutions. We are the second-largest U.S. P&C insurance wholesale broker and the largest U.S.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAmong other things: • our dual-class common stock structure provides our holders of Class B common stock with the ability to control the outcome of matters requiring stockholder approval; • these provisions allow us to authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may include supermajority voting, special approval, dividend, or other rights or preferences superior to the rights of stockholders; • these provisions provide for a classified board of directors with staggered three-year terms; • these provisions provide that, at any time when the Ryan Parties control, in the aggregate, less than 40% in voting power of our stock entitled to vote generally in the election of directors, directors may only be 45 Table of Contents removed for cause, and only by the affirmative vote of holders of at least 66 2/3% in voting power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single class; • these provisions prohibit stockholder action by consent in lieu of a meeting from and after the date on which the Ryan Parties control, in the aggregate, less than 40% of the voting power of our stock entitled to vote generally in the election of directors; • these provisions provide that for as long as the Ryan Parties control, in the aggregate, less than 40% in voting power of all outstanding shares of our stock entitled to vote generally in the election of directors, any amendment, alteration, rescission or repeal of our bylaws or certain provisions of our certificate of incorporation by our stockholders requires the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single class; and • these provisions establish advance notice requirements for nominations for elections to our Board or for proposing matters that can be acted upon by stockholders at stockholder meetings; provided, however, at any time when the Ryan Parties control, in the aggregate, at least 10% ownership of the outstanding Class B common stock, in the aggregate, such advance notice procedure does not apply to the Ryan Parties.
Biggest changeAmong other things: • our dual-class common stock structure provides our holders of Class B common stock with the ability to control the outcome of matters requiring stockholder approval; • our certificate of incorporation allows us to authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may include supermajority voting, special approval, dividend, or other rights or preferences superior to the rights of stockholders; • our certificate of incorporation provides for a classified board of directors with staggered three-year terms, which pursuant to a proposal that was approved at the Company’s 2025 annual meeting of stockholders, is being phased out, such that the Class II directors who stand for election at our 2026 annual meeting of stockholders will be elected for one-year terms, the Class III directors and the prior Class II directors will stand for election for one-year terms at the 2027 annual meeting of stockholders, and all directors will stand for election for one-year terms at the 2028 annual meeting of stockholders and at each annual meeting of stockholders thereafter.
If our underwriters do not perform with the expected level of skill or any of the models or tools that we use contain programming or other errors, are ineffective or the data provided by clients or third parties is incorrect or stale, or if we are unable to obtain accurate data from clients or third parties, our pricing and approval process could be negatively affected, resulting in potential violations of underwriting authority and loss of business.
If our underwriters do not perform with the expected level of skill, any of the models or tools that we use are ineffective or contain programming or other errors, the data provided by clients or third parties is incorrect or stale, or if we are unable to obtain accurate data from clients or third parties our pricing and approval process could be negatively affected, resulting in potential violations of underwriting authority and loss of business.
Accordingly, we are subject to regulatory, legal, economic and market risks associated with operating in, and sourcing from, foreign countries, including the potential for: • difficulties in staffing and managing our foreign offices, including due to unexpected wage inflation or job turnover, and the increased travel, infrastructure, and legal and compliance costs and risks associated with multiple international locations; • extensive and conflicting regulations in the countries in which we do business; 23 Table of Contents • imposition of investment requirements or other restrictions by foreign governments; • longer payment cycles; • greater difficulties in collecting accounts receivable; • insufficient demand for our services in foreign jurisdictions; • our ability to execute effective and efficient cross-border sourcing of services on behalf of our clients; • the reliance on or use of third parties to perform services on our behalf; • disparate tax regimes; • more expansive legal rights of employees, including specifically those applicable to our international operations; • variations in protection of intellectual property and other legal rights; • restrictions on the import and export of technologies; and • trade tariffs and/or barriers.
Accordingly, we are subject to regulatory, legal, economic, and market risks associated with operating in, and sourcing from, foreign countries, including the potential for: • difficulties in staffing and managing our foreign offices, including due to unexpected wage inflation or job turnover, and the increased travel, infrastructure, legal, regulatory, and compliance costs and risks associated with multiple international locations; • extensive and conflicting regulations in the countries in which we do business; • imposition of investment requirements or other restrictions by foreign governments; 23 Table of Contents • longer payment cycles; • greater difficulties in collecting accounts receivable; • insufficient demand for our services in foreign jurisdictions; • our ability to execute effective and efficient cross-border sourcing of services on behalf of our clients; • the reliance on or use of third parties to perform services on our behalf; • disparate tax regimes; • more expansive legal rights of employees, including specifically those applicable to our international operations; • variations in protection of intellectual property and other legal rights; • restrictions on the import and export of technologies; and • trade tariffs and/or barriers.
Risks Related to Legal and Regulatory Issues Our businesses are subject to governmental regulation, which could reduce our profitability, limit our growth, or increase competition. Our businesses are subject to legal and regulatory oversight throughout the world, including by U.S. state regulators, under the U.K.
Risks Related to Legal and Regulatory Issues Our businesses are subject to governmental regulation, which could reduce our profitability, limit our growth, or increase competition. Our businesses are subject to legal and regulatory oversight throughout the world, including by U.S. state regulators and under the U.K.
As such, we have no independent means of generating revenue or cash flow, and our ability to pay our taxes, satisfy our obligations under the Tax Receivable Agreement and pay operating expenses or declare and pay dividends in the future depends on the financial results and cash flows of the LLC and its subsidiaries and distributions we receive from the LLC.
As such, we have no independent means of generating revenue or cash flow, and our ability to pay our taxes, satisfy our obligations under the Tax Receivable Agreement, pay operating expenses, or declare and pay dividends in the future depends on the financial results and cash flows of the LLC and its subsidiaries and distributions we receive from the LLC.
We are experiencing and reacting to substantial geopolitical and regulatory changes on a real-time basis, and the extent of such changes are not currently known. Changes in the regulatory scheme, or even changes in how existing regulations are interpreted, could have an adverse impact on our results of operations by limiting revenue streams or increasing costs of compliance.
We are experiencing and reacting to substantial geopolitical and regulatory changes on a real-time basis, and the extent of such changes is not currently known. Changes in the regulatory scheme, or even changes in how existing regulations are interpreted, could have an adverse impact on our results of operations by limiting revenue streams or increasing costs of compliance.
We are exposed to various risks arising out of natural disasters, including earthquakes, hurricanes, fires, floods, landslides, tornadoes, typhoons, tsunamis, hailstorms, climate events or weather patterns and pandemic health events, as well as man-made disasters, including acts of terrorism, military actions, cyberterrorism, explosions and biological, chemical or radiological events.
We are exposed to various risks arising out of natural disasters, including earthquakes, hurricanes, fires, floods, landslides, tornadoes, typhoons, tsunamis, hailstorms, climate related events or weather patterns, and pandemic health events, as well as man-made disasters, including acts of terrorism, military actions, cyberterrorism, explosions, and biological, chemical, or radiological events.
These regulations have now been amended to add additional data security requirements on entities licensed to conduct financial services business in New York, including, among other requirement, independent audits, annual risk assessments, reporting of all ransomware attacks, and management’s allocation of appropriate resources to cybersecurity programs.
These regulations have now been amended to add additional data security requirements on entities licensed to conduct financial services business in New York, including, among other requirements, independent audits, annual risk assessments, reporting of all ransomware attacks, and management’s allocation of appropriate resources to cybersecurity programs.
Pursuant to our certificate of incorporation, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the United States District Court for the District of Delaware) will, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of us, (ii) any action asserting a claim of breach of a fiduciary duty owed by, or other wrongdoing by, any current or former director, officer, employee or agent of ours owed to us or our stockholders, or a claim of aiding and abetting any such breach of fiduciary duty, (iii) any action asserting a claim against the Company or any director, officer, employee or agent of ours arising pursuant to any provision of the DGCL, the certificate of incorporation or the bylaws (as either may be amended, restated, modified, supplemented or waived from time to time) (iv) any action to interpret, apply, enforce or determine the validity of the certificate of incorporation or the bylaws (as either may be amended), (v) any action asserting a claim against the us or any director, officer, employee or agent of ours that is governed by the internal affairs doctrine or (vi) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL.
Pursuant to our certificate of incorporation, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the United States District Court for the District of Delaware) will, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of us, (ii) any action asserting a claim of breach of a fiduciary duty owed by, or other wrongdoing by, any current or former director, officer, employee, or agent of ours owed to us or our 46 Table of Contents stockholders, or a claim of aiding and abetting any such breach of fiduciary duty, (iii) any action asserting a claim against the Company or any director, officer, employee, or agent of ours arising pursuant to any provision of the DGCL, the certificate of incorporation or the bylaws (as either may be amended, restated, modified, supplemented, or waived from time to time) (iv) any action to interpret, apply, enforce, or determine the validity of the certificate of incorporation or the bylaws (as either may be amended), (v) any action asserting a claim against the us or any director, officer, employee, or agent of ours that is governed by the internal affairs doctrine, or (vi) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL.
For example, it could: • make it more difficult for us to satisfy our obligations with respect to our current and future indebtedness, including the Senior Secured Notes and the indebtedness governed by our Credit Agreement; • increase our vulnerability to adverse changes in prevailing economic, industry and competitive conditions, including recessions and periods of significant inflation, rising interest rate environments and financial market volatility; • require us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions, the execution of our business strategy and other general corporate purposes; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • increase our cost of borrowing; • restrict us from capitalizing on business opportunities; • place us at a disadvantage compared to our competitors that have less indebtedness; and • limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, indebtedness service requirements, execution of our business strategy and other general corporate purposes.
For example, it could: • make it more difficult for us to satisfy our obligations with respect to our current and future indebtedness, including the Senior Secured Notes and the indebtedness governed by our Credit Agreement; • increase our vulnerability to adverse changes in prevailing economic, industry, and competitive conditions, including recessions and periods of significant inflation, rising interest rate environments, and financial market volatility; • require us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions, the execution of our business strategy, and other general corporate purposes; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • increase our cost of borrowing; • restrict us from capitalizing on business opportunities; • place us at a disadvantage compared to our competitors that have less indebtedness; and 38 Table of Contents • limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, indebtedness service requirements, execution of our business strategy, and other general corporate purposes.
The existence of these provisions could negatively affect the price of our Class A common stock and limit opportunities for you to realize value in a corporate transaction. For information regarding these and other provisions, see Exhibit 4.4 to this Annual Report.
The existence of these provisions could negatively affect the price of our Class A common stock and limit opportunities for you to realize value in a corporate transaction. For information regarding these and other provisions, see Exhibit 4.7 to this Annual Report.
With our entry into distributing employee benefits insurance products and services, compliance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA) has become a more significant factor for our business.
With our entry into distributing employee benefits insurance products and services, compliance with the Health Insurance Portability and Accountability Act of 1996 has become a more significant factor for our business.
As of December 31, 2024, our E&O insurance policy tower has a $150.0 million limit per occurrence and in the aggregate, and our E&O coverage is subject to a self-insured retention of $5 million per claim. If we exhaust or materially deplete our coverage under our E&O policy, it could have a significant adverse financial impact.
As of December 31, 2025, our E&O insurance policy tower has a $150.0 million limit per occurrence and in the aggregate, and our E&O coverage is subject to a self-insured retention of $5 million per claim. If we exhaust or materially deplete our coverage under our E&O policy, it could have a significant adverse financial impact.
We believe our trademarks have significant value and that this and other intellectual property are valuable assets that are critical to our success. Unauthorized uses or other infringement of our trademarks or service marks could diminish the value of our brand and may adversely affect our business. Effective intellectual property protection may not be available in every market.
We believe our trademarks have significant value and that these and other intellectual property are valuable assets that are critical to our success. Unauthorized uses or other infringement of our trademarks or service marks could diminish the value of our brand and may adversely affect our business. Effective intellectual property protection may not be available in every market.
In particular, the agreements limit or prohibit our ability to, among other things: • incur additional debt and guarantees; • pay distributions or dividends and repurchase stock; • make other restricted payments, including, without limitation, certain restricted investments and certain repayments of other debt; • change the composition of our business; • create liens; • enter into agreements that restrict dividends from subsidiaries; • issue certain types of equity which have debt-like features • engage in transactions with affiliates; and • enter into mergers, consolidations or sales of substantially all of our assets.
In particular, the agreements limit or prohibit our ability to, among other things: • incur additional debt and guarantees; • pay distributions or dividends and repurchase stock; • make other restricted payments, including, without limitation, certain restricted investments and certain repayments of other debt; • change the composition of our business; • create liens; • enter into agreements that restrict dividends from subsidiaries; 40 Table of Contents • issue certain types of equity which have debt-like features; • engage in transactions with affiliates; and • enter into mergers, consolidations, or sales of substantially all of our assets.
As of December 31, 2024, a significant number of Class A common stock (or LLC Common Units exchangeable for Class A common stock) were held by certain of our pre-IPO equity holders which are not otherwise, or are no longer, subject to either vesting or other sales restrictions imposed by the Company.
As of December 31, 2025, a significant number of Class A common stock (or LLC Common Units exchangeable for Class A common stock) were held by certain of our pre-IPO equity holders which are not otherwise, or are no longer, subject to either vesting or other sales restrictions imposed by the Company.
Even where we have effectively secured statutory protection for our trademarks and other intellectual property, our competitors and other third parties may misappropriate our intellectual property, and in the course of litigation, such competitors and other third parties occasionally attempt to challenge the breadth of our ability to prevent others from using similar marks or designs.
Even where we have effectively secured statutory protection for our trademarks and other intellectual property, our competitors and other third parties may misappropriate our intellectual property, and in the course of litigation, such competitors and other third parties might attempt to challenge the breadth of our ability to prevent others from using similar marks or designs.
While we manage some of our information technology systems and some are outsourced to third parties, all information technology systems are potentially vulnerable to damage, breakdown or interruption from a variety of sources, including but not limited to cyberattacks, ransomware, malware, security breaches, theft or misuse, unauthorized access or improper actions by insiders or employees, sophisticated nation-state and nation-state-supported actors, natural disasters, terrorism, war, telecommunication, and electrical failures or other compromise.
While we manage some of our information technology systems and some are outsourced to third parties, all information technology systems are potentially vulnerable to damage, breakdown, or interruption from a variety of sources, 31 Table of Contents including but not limited to cyberattacks, ransomware, malware, security breaches, theft or misuse, unauthorized access or improper actions by insiders or employees, sophisticated nation-state and nation-state-supported actors, natural disasters, terrorism, war, telecommunication, and electrical failures or other compromise.
Some of the principal risks related to our business include the following: Risks Related to Our Business and Industry • our failure to successfully recruit and retain our senior management team, revenue producers or other key employees and to successfully plan and prepare for the succession of our senior management team; • the potential loss of our relationships with insurance carriers or our clients, failure to maintain good relationships with insurance carriers or clients, becoming dependent upon a limited number of insurance carriers or clients or the failure to develop new insurance carrier and client relationships; • errors in, or ineffectiveness of, our underwriting models and the risks presented to our reputation and relationships with insurance carriers, retail brokers and agents; • failure to maintain, protect, and enhance our brand or prevent damage to our reputation; • the unsatisfactory evaluation of potential acquisitions or the failure to successfully integrate acquired businesses and/or introduce of new products, lines of business, and/or markets; • our inability to successfully recover upon experiencing a disaster or other interruption in business continuity; • the impact of third parties that perform key functions of our business operations acting in ways that harm our business; • the cyclicality of, and the economic conditions in, the markets in which we operate and conditions that result in reduced insurer capacity or a migration of business away from the E&S market and into the Admitted market; • a reduction in insurer capacity to adequately and appropriately underwrite risk and provide coverage; • our international operations expose us to various international risks, including required compliance with evolving legal and regulatory obligations, that are different, and at times more burdensome, than those set forth in the United States; • changes in interest rates and deterioration of credit quality could reduce the value of our cash balances or interest income; • failure to maintain the valuable aspects of our Company’s culture; • significant competitive pressures in each of our businesses; • decreases in premiums or commission rates set by insurers, or actions by insurers seeking repayment of commissions; • decrease in the amount of supplemental or contingent commissions we receive; • our inability to collect our receivables; 17 Table of Contents • disintermediation within the insurance industry and shifts away from traditional insurance markets; • changes in the mode of compensation in the insurance industry; • impairment of goodwill and intangibles; • the impact on our operations and financial condition from the effects of a pandemic or the outbreak of a contagious disease and resulting governmental and societal responses; • the inability to maintain strong growth and generate sufficient revenue to maintain profitability; • the loss of clients or business as a result of consolidation within the retail insurance brokerage industry; • the impact if our MGA or MGU programs are terminated or changed; • significant investment in our growth strategy and whether expectation of internal efficiencies are realized; • the unavailability or inaccuracy of our clients’ and third parties’ data for pricing and underwriting insurance policies; • the competitiveness and cyclicality of the reinsurance industry; • the occurrence of natural or man-made disasters; • the challenges with properly assessing, adapting to, and managing the adoption and use of artificial intelligence and other evolving technologies; • the economic and political conditions of the countries and regions in which we operate; • the failure, or take-over by the FDIC, of one of the financial institutions that we use; • our inability to respond quickly to operational or financial problems or promote the desired level of cooperation and interaction among our offices; • our international operations expose us to various international risks, including exchange rate fluctuations; • changing expectations over corporate responsibility and stakeholder interests; Risks Related to Intellectual Property, Data Privacy and Cybersecurity • the impact of breaches in security that cause significant system or network disruption or business interruption; • the impact of improper disclosure of confidential, personal or proprietary data, misuse of information by employees or counterparties or as a result of cyber incidents and c yberattacks ; • our inability to gain internal efficiencies through the application of technology or effectively apply technology in driving value for our clients or the failure of technology and automated systems to function or perform as expected; • the impact of infringement, misappropriation or dilution of our intellectual property; • the impact of the failure to protect our intellectual property rights, or allegations that we have infringed on the intellectual property rights of others; Risks Related to Legal and Regulatory Issues • the impact of evolving governmental regulations, legal proceedings, and governmental inquiries related to our business; • being subject to E&O claims as well as other contingencies and legal proceedings; • our handling of client funds and surplus lines taxes that exposes us to complex fiduciary regulations; 18 Table of Contents • changes in tax laws or regulations; • decreased commission revenues due to proposed tort reform legislation; • the impact of regulations affecting insurance carriers; Risks Related to Our Indebtedness • our outstanding debt potentially adversely affecting our financial flexibility and subjecting us to contractual restrictions and limitations that could significantly affect our ability to operate and manage our business; • not being able to generate sufficient cash flow to service all of our indebtedness and being forced to take other actions to satisfy our obligations under such indebtedness; • being affected by further changes in the U.S. based credit markets; • changes in our credit ratings; Risks Related to Our Organizational Structure and our Class A Common Stock • risks related to the payments required by our Tax Receivable Agreement; and • risks relating to our organizational structure that could result in conflicts of interests between the LLC Unitholders, the Ryan Parties, and the holders of our Class A common stock.
Some of the principal risks related to our business include the following: Risks Related to Our Business and Industry • our failure to successfully recruit and retain our senior management team, revenue producers, or other key employees and to successfully plan and prepare for the succession of our senior management team; • the potential loss of our relationships with insurance carriers or our clients, failure to maintain good relationships with insurance carriers or clients, becoming dependent upon a limited number of insurance carriers or clients or the failure to develop new insurance carrier and client relationships; • errors in, or ineffectiveness of, our underwriting models and the impact to our reputation and relationships with insurance carriers, retail brokers, and agents; • failure to maintain, protect, and enhance our brand or prevent damage to our reputation; • the unsatisfactory evaluation of potential acquisitions or the failure to successfully integrate acquired businesses and/or introduce new products, lines of business, and/or markets; • our inability to successfully recover upon experiencing a disaster or other interruption in business continuity; • the impact of third parties that perform key functions of our business operations acting in ways that harm our business; • failure to maintain the valuable aspects of our Company’s culture; • the cyclicality of, and the economic conditions in, the markets in which we operate and conditions that result in reduced insurer capacity or a migration of business away from the E&S market and into the Admitted market; • a reduction in insurer capacity to adequately and appropriately underwrite risk and provide coverage; • our international operations expose us to various international risks, including required compliance with evolving legal and regulatory obligations, that are different, and at times more burdensome, than those set forth in the United States; • changes in interest rates and deterioration of credit quality could reduce the value of our cash balances or interest income; • significant competitive pressures in each of our businesses; • decreases in premiums or commission rates set by insurers, or actions by insurers seeking repayment of commissions; • the impact if the contracts that govern our MGAs or MGUs are terminated or changed; • a decrease in the amount of supplemental or contingent commissions we receive; • our inability to collect our receivables; • disintermediation within the insurance industry and shifts away from traditional insurance markets; • impairment of goodwill and intangibles; 17 Table of Contents • the challenges with properly assessing, adapting to, and managing the adoption and use of artificial intelligence and other evolving technologies; • the inability to maintain strong growth and generate sufficient revenue to maintain profitability; • the loss of clients or business as a result of consolidation within the retail insurance brokerage industry; • the inability to achieve the intended results of our restructuring program; • significant investment in our growth strategy and whether expectation of internal efficiencies are realized; • the unavailability or inaccuracy of our clients’ and third parties’ data for pricing and underwriting insurance policies; • the competitiveness and cyclicality of the reinsurance industry; • the occurrence of natural or man-made disasters; • the impact on our operations and financial condition from the effects of a pandemic or the outbreak of a contagious disease and resulting governmental and societal responses; • the economic and political conditions of the countries and regions in which we operate; • the failure, or take-over by the FDIC, of one of the financial institutions that we use; • our inability to respond quickly to operational or financial problems or promote the desired level of cooperation and interaction among our offices; • our international operations expose us to various international risks, including exchange rate fluctuations; • changing expectations over corporate responsibility and stakeholder interests; Risks Related to Intellectual Property, Data Privacy, and Cybersecurity • the impact of breaches in security that cause significant system or network disruption or business interruption; • the impact of improper disclosure of confidential, personal, or proprietary data, misuse of information by employees or counterparties, or as a result of cyber incidents and cyberattacks; • our inability to gain internal efficiencies through the application of technology, or effectively apply technology in driving value for our clients, or the failure of technology and automated systems to function or perform as expected; • the impact of infringement, misappropriation, or dilution of our intellectual property; • the impact of the failure to protect our intellectual property rights, or allegations that we have infringed on the intellectual property rights of others; Risks Related to Legal and Regulatory Issues • the impact of evolving governmental regulations, legal proceedings, and governmental inquiries related to our business; • being subject to E&O claims, as well as other contingencies and legal proceedings; • our handling of client funds and surplus lines taxes that exposes us to complex fiduciary regulations; • changes in tax laws or regulations; • decreased commission revenues due to proposed tort reform legislation; • the impact of regulations affecting insurance carriers; Risks Related to Our Indebtedness • our outstanding debt potentially adversely affecting our financial flexibility and subjecting us to contractual restrictions and limitations that could significantly affect our ability to operate and manage our business; • not being able to generate sufficient cash flow to service all of our indebtedness and being forced to take other actions to satisfy our obligations under such indebtedness; • being affected by further changes in the U.S. based credit markets; 18 Table of Contents • changes in our credit ratings; Risks Related to Our Organizational Structure and our Class A Common Stock • risks related to the payments required by our Tax Receivable Agreement; • risks relating to our organizational structure that could result in conflicts of interests between the LLC Unitholders, the Ryan Parties, and the holders of our Class A common stock; and • risks relating to our share repurchase program.
It is possible that future pandemics and other outbreaks of contagious diseases could cause disruption in our customers’ business; cause delay or limit the ability of our customers to perform, including in making timely payments. Future pandemics and other outbreaks of contagious diseases could impact capital markets, which may impact our and our customers’ financial position.
It is possible that future pandemics and other outbreaks of contagious diseases could cause disruption in our customers’ businesses and cause delay or limit the ability of our customers to perform, including in making timely payments. Future pandemics and other outbreaks of contagious diseases could impact capital markets, which may impact our, and our customers’, financial position.
Supplemental and contingent commissions we receive from insurance carriers are less predictable than standard commissions, and any decrease in the amount of these kinds of commissions we receive could adversely affect our results of operations. Approximately four percent of our Net commissions and fees consists of supplemental and contingent commissions we receive from insurance carriers.
Supplemental and contingent commissions we receive from insurance carriers are less predictable than standard commissions, and any decrease in the amount of these kinds of commissions we receive could adversely affect our results of operations. Approximately five percent of our Net commissions and fees consists of supplemental and contingent commissions we receive from insurance carriers.
Enactment of these or similar provisions by Congress, or by states in which we sell insurance, could reduce the demand for casualty insurance policies or lead to a decrease in policy limits of such policies sold, thereby reducing our commission revenues. 37 Table of Contents Regulations affecting insurance carriers with whom we place business affect how we conduct our operations.
Enactment of these or similar provisions by Congress, or by states in which we sell insurance, could reduce the demand for casualty insurance policies or lead to a decrease in policy limits of such policies sold, thereby reducing our commission revenues. Regulations affecting insurance carriers with whom we place business affect how we conduct our operations.
Any increases in loss ratios due to natural or man-made disasters could impact our supplemental or contingent commissions, which are primarily driven by growth and profitability metrics. A natural or man-made disaster also could disrupt the operations of our counterparties or result in increased prices for the products and services they provide to us.
Any increases in loss ratios due to natural or man-made disasters could impact our supplemental or contingent commissions, 29 Table of Contents which are primarily driven by growth and profitability metrics. A natural or man-made disaster also could disrupt the operations of our counterparties or result in increased prices for the products and services they provide to us.
For instance, if we are providing our managing general underwriting services for an insurer, we may have to contend with regulations that the insurer expects us to comply with. It is expected that the insurance and financial services industries will face greater regulation regarding the use of artificial intelligence and automated decision-making that affects individual consumers.
For instance, if we are providing our managing general underwriting services for an insurer, we may have to contend with regulations that the insurer expects us to comply with. It is expected that the insurance and financial services industries will face greater regulation regarding the use of AI and automated decision-making that affects individual consumers.
In addition, we are subject to other types of claims, litigation and proceedings in the ordinary course of business, which along with E&O claimants may seek damages, including punitive damages, in amounts that could, if awarded, have a material adverse impact on our financial position, earnings and cash flows.
In addition, we are subject to other types of claims, litigation, and proceedings in the ordinary course of business, which along with E&O claimants may seek damages, including punitive damages, in amounts that could, if awarded, have a material adverse impact on our financial position, results of operations, and cash flows.
However, the LLC’s ability to make such distributions may be subject to various limitations and restrictions, such as restrictions on distributions that would violate either any contract or agreement to which the LLC or its subsidiaries is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering the LLC or its subsidiaries insolvent.
However, the LLC’s ability to make such distributions may be subject to various limitations and restrictions, such as restrictions on distributions that would violate either any contract or agreement to which the LLC or its subsidiaries is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering the LLC or its 41 Table of Contents subsidiaries insolvent.
Risks Related to Our Class A Common Stock The dual-class structure of our common stock has the effect of concentrating voting control with the Ryan Parties, which includes our founder and Executive Chairman, which limits your ability to influence the outcome of important transactions, including a change in control, and the Ryan Parties interests’ may conflict with ours or yours in the future.
Risks Related to Our Class A Common Stock The dual-class structure of our common stock has the effect of concentrating voting control with the Ryan Parties, which includes our founder and Executive Chairman, which limits your ability to influence the outcome of important 44 Table of Contents transactions, including a change in control, and the Ryan Parties interests’ may conflict with ours or yours in the future.
Many of these companies may not have robust controls, procedures and policies typical of a U.S. based public company, in particular, with respect to the effectiveness of cyber and information security practices and incident response plans, which creates a risk following acquisition and prior to the completion of integration.
Many of these 21 Table of Contents companies may not have robust controls, procedures, and policies typical of a U.S. based public company, in particular, with respect to the effectiveness of cyber and information security practices and incident response plans, which creates a risk following acquisition and prior to the completion of integration.
Such changes could result 39 Table of Contents from any number of factors, including the modification by a credit rating agency of the criteria or methodology it applies to particular issuers, a change in the agency ’ s view of us or our industry, or as a consequence of actions we take to implement our corporate strategies.
Such changes could result from any number of factors, including the modification by a credit rating agency of the criteria or methodology it applies to particular issuers, a change in the agency ’ s view of us or our industry, or as a consequence of actions we take to implement our corporate strategies.
Our offices are geographically dispersed across the United States, the United Kingdom, Europe, Canada, India, and Singapore , and we may not be able to respond quickly to operational or financial problems or promote the desired level of cooperation and interaction among our offices, which could harm our business and operating results.
Our offices are geographically dispersed across the United States, the United Kingdom, Europe, Canada, India, Australia, the United Arab Emirates, and Singapore, and we may not be able to respond quickly to operational or financial problems or promote the desired level of cooperation and interaction among our offices, which could harm our business and operating results.
The LLC is obligated to make tax distributions quarterly to the LLC Unitholders (including us), in each case on a pro rata basis based on the LLC’s net taxable income and 43 Table of Contents without regard to any applicable basis adjustment under Section 743(b) of the Code and based on an assumed tax rate.
The LLC is obligated to make tax distributions quarterly to the LLC Unitholders (including us), in each case on a pro rata basis based on the LLC’s net taxable income and without regard to any applicable basis adjustment under Section 743(b) of the Code and based on an assumed tax rate.
Successful challenges against us could require us to modify or discontinue our use of technology or business processes where such use is found to 33 Table of Contents infringe or violate the rights of others, or require us to purchase licenses from third parties, any of which could adversely affect our business, financial condition and operating results.
Successful challenges against us could require us to modify or discontinue our use of technology or business processes where such use is found to infringe or violate the rights of others, or require us to purchase licenses from third parties, any of which could adversely affect our business, financial condition, and operating results.
For example, the National Association of Insurance Commissioners has proposed a model bulletin for states to adopt that would guide the insurance industry towards assuring that the use of such technologies does not cause unfair discrimination. This bulletin has been adopted by almost half of the states in the U.S.
For example, the National Association of Insurance Commissioners has proposed a model bulletin for states to adopt that would guide the insurance industry towards assuring 35 Table of Contents that the use of such technologies does not cause unfair discrimination. This bulletin has been adopted by almost half of the states in the U.S.
A failure by third parties to comply with service-level agreements or regulatory or legal requirements in a high-quality and timely manner, particularly during 22 Table of Contents periods of our peak demand for their services, could result in economic and reputational harm to us.
A failure by third parties to comply with service-level agreements or regulatory or legal requirements in a high-quality and timely manner, particularly during periods of our peak demand for their services, could result in economic and reputational harm to us.
We have been, and expect to continue to be, the target of fraudulent calls, emails and other forms 31 Table of Contents of fraudulent activities and have experienced security breaches. However, to date, such security breaches have not had a material impact on our business strategy, results of operations or financial condition.
We have been, and expect to continue to be, the target of fraudulent calls, emails, and other forms of fraudulent activities and have experienced security breaches. However, to date, such security breaches have not had a material impact on our business strategy, results of operations, or financial condition.
Furthermore, our future obligation to make payments under the Tax Receivable Agreement could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that may be deemed realized under the Tax Receivable Agreement.
Furthermore, our future obligation to make payments under the Tax Receivable Agreement could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of 42 Table of Contents the tax benefits that may be deemed realized under the Tax Receivable Agreement.
We are exposed to currency risk from the potential changes between the exchange rates of the US Dollar, British Pound, Euro, Swedish Krona, Danish Krone, Canadian Dollar, Singapore Dollar and other currencies. Exchange rate movements may change over time, and could have an adverse impact on our financial results and cash flows reported in U.S. dollars.
We are exposed to currency risk from the potential changes between the exchange rates of the US Dollar, British Pound, Euro, Swedish Krona, Canadian Dollar, Indian Rupee, Singapore Dollar , and other currencies. Exchange rate movements may change over time, and could have an adverse impact on our financial results and cash flows reported in U.S. dollars.
Accordingly, if there are any such circumstances that occur during the year, we assess the carrying value of our amortizable intangible assets by considering the estimated future undiscounted cash flows generated by the corresponding business or asset group.
Accordingly, if there are any such circumstances that occur during the year, we assess the carrying value of our amortizable intangible assets by considering the estimated future undiscounted cash flows generated by the 26 Table of Contents corresponding business or asset group.
They could also result in reduced underwriting capacity of our insurance carriers, 29 Table of Contents making it more difficult for our agents to place business. Disasters also could disrupt public and private infrastructure, including communications and financial services, which could disrupt our normal business operations.
They could also result in reduced underwriting capacity of our insurance carriers, making it more difficult for our agents to place business. Disasters also could disrupt public and private infrastructure, including communications and financial services, which could disrupt our normal business operations.
Damage to our reputation due to a failure to proactively communicate to stakeholders on changes in strategy and business plans could further affect the confidence of our clients, regulators, creditors, investors, insurer trading partners and other parties that are important to our business, having a material adverse effect on our business, ability to raise capital, financial condition, and results of operations.
Damage to our reputation due to a failure to proactively communicate to stakeholders changes in strategy and business plans could further affect the confidence that our clients, regulators, creditors, investors, insurer trading partners, and other parties that are important to our business have in us, which could have a material adverse effect on our business, ability to raise capital, financial condition, and results of operations.
If, due to the current economic environment or for any other reason, we are unable to meet insurance carriers’ profitability, volume or growth thresholds, or insurance carriers increase their estimate of loss reserves (over which we have no control), actual supplemental and contingent commissions we receive could be less than anticipated, which could adversely affect our business, financial condition and results of operations. 25 Table of Contents If we are unable to collect our receivables, our results of operations and cash flows could be adversely affected.
If, due to the current economic environment, or for any other reason, we are unable to meet insurance carriers’ profitability, volume, or growth thresholds, or insurance carriers increase their estimate of loss reserves (over which we have no 25 Table of Contents control), actual supplemental and contingent commissions we receive could be less than anticipated, which could adversely affect our business, financial condition, and results of operations.
Even if the Ryan Parties own significantly less than a majority of the shares of 41 Table of Contents our outstanding Class A and Class B common stock, they will still have the ability to control the outcome of matters requiring the approval of our stockholders.
Even if the Ryan Parties own significantly less than a majority of the shares of our outstanding Class A and Class B common stock, they will still have the ability to control the outcome of matters requiring the approval of our stockholders.
We are required to regularly pay interest on our debt, and to repay debt principal, and we bear risk associated with retiring or refinancing principal as our debt matures.
We are required to regularly pay interest on our debt, and to pay down debt principal, and we bear risk associated with retiring or refinancing principal as our debt matures.
If we cannot meet our debt service obligations, the holders of our indebtedness may accelerate such indebtedness and, to the extent such indebtedness is secured, foreclose on our assets. In such an event, we may not have sufficient assets to repay all of our indebtedness.
If we cannot meet our debt 39 Table of Contents service obligations, the holders of our indebtedness may accelerate such indebtedness and, to the extent such indebtedness is secured, foreclose on our assets. In such an event, we may not have sufficient assets to repay all of our indebtedness.
As of December 31, 2024, the Ryan Parties owned 82% of the shares of our outstanding Class B common stock, thereby giving the Ryan Parties the ability to control the outcome of matters requiring the approval of our stockholders, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets.
As of December 31, 2025, the Ryan Parties owned 83% of the shares of our outstanding Class B common stock, thereby giving the Ryan Parties the ability to control the outcome of matters requiring the approval of our stockholders, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets.
For a description of the dual-class structure, see Exhibit 4.4 to this Annual Report. Provisions of our corporate governance documents could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our current management, even if beneficial to our stockholders.
For a description of the dual-class structure, see Exhibit 4.7 to this Annual Report. 45 Table of Contents Provisions of our corporate governance documents could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our current management, even if beneficial to our stockholders.
Further, we operate in many foreign jurisdictions and effective trademark, copyright and trade secret protection may not be available in every country or jurisdiction in which we offer our services. Additionally, our competitors may develop products similar to our products that do not conflict with our related intellectual property rights.
Further, we operate in many foreign jurisdictions and effective trademark, copyright, and trade 33 Table of Contents secret protection may not be available in every country or jurisdiction in which we offer our services. Additionally, our competitors may develop products similar to our products that do not conflict with our related intellectual property rights.
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 the current or certain former LLC Unitholders, collectively, pursuant to the Tax Receivable Agreement; however, as of December 31, 2024, the Company has recorded Tax Receivable Agreement liabilities on the Consolidated Balance Sheets for the amount of $436.3 million associated with the payments to be made to current and certain former LLC Unit holders subject to 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 the current or certain former LLC Unitholders, collectively, pursuant to the Tax Receivable Agreement; however, as of December 31, 2025, the Company has recorded Tax Receivable Agreement liabilities on the Consolidated Balance Sheets for the amount of $459.0 million associated with the payments to be made to current and certain former LLC Unit holders subject to the TRA.
The inability to adhere to or to successfully implement processes and controls in response to these laws, rules and regulations could impair our reputation, restrict our ability to operate in certain jurisdictions, or result in additional legal liability, which in turn could adversely impact our reputation, regulatory compliance status, operations, and operating results.
The inability to adhere to or to successfully implement processes and controls in response to these laws, rules, and regulations could impair our reputation, restrict our ability to operate in certain jurisdictions, or result 32 Table of Contents in additional legal liability, which in turn could adversely impact our reputation, regulatory compliance status, operations, and operating results.
These third parties include correspondents, agents and other brokerage and intermediaries, insurance markets, data providers, plan trustees, payroll service providers, benefits administrators, software and system vendors, health plan providers, and providers of human resources, among others.
These third parties include correspondents, agents and other brokerage and intermediaries, insurance markets, data providers, plan trustees, transaction processors, IT service providers, payroll service providers, benefits administrators, software and system vendors, health plan providers, and providers of human resources, among others.
This includes potential changes in tax laws or the interpretation of tax laws arising out of the Base Erosion Profit Shifting project (“BEPS”) initiated by the Organization for Economic Co-operation and Development (“OECD”).
This includes potential changes in tax laws or 37 Table of Contents the interpretation of tax laws arising out of the Base Erosion Profit Shifting project (“BEPS”) initiated by the Organization for Economic Co-operation and Development (“OECD”).
The amount due and payable in that circumstance is based on certain assumptions, including an assumption that 42 Table of Contents we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement.
The amount due and payable in that circumstance is based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement.
As of December 31, 2024, the Ryan Parties, which include our founder and Executive Chairman, control approximately 76% of the voting power of our outstanding capital stock, which means that, based on their percentage voting power the Ryan Parties control the vote of all matters submitted to a vote of our stockholders.
As of December 31, 2025, the Ryan Parties, which include our founder and Executive Chairman, control approximately 77% of the voting power of our outstanding capital stock, which means that, based on their percentage voting power the Ryan Parties control the vote of all matters submitted to a vote of our stockholders.
Moreover, upon expiration of the contract term, insurance carriers may request changes in the terms of the program, including the amount of commissions we receive, which could reduce our revenues from the program.
Moreover, upon expiration of the contract term, insurance carriers may request changes in the terms of the programs, including the commissions we receive, which could reduce our revenues from the programs.
We cannot assure you that we will be 40 Table of Contents granted waivers or amendments to these agreements if for any reason we are unable to comply with these agreements or that we will be able to refinance our debt on terms acceptable to us or at all.
We cannot assure you that we will be granted waivers or amendments to these agreements if for any reason we are unable to comply with these agreements or that we will be able to refinance our debt on terms acceptable to us or at all.
Any impairment identified through this assessment may require that the carrying value of related amortizable intangible assets be adjusted; however, no impairments were recorded for the years ended December 31, 2024 and 2023.
Any impairment identified through this assessment may require that the carrying value of related amortizable intangible assets be adjusted; however, no impairments were recorded for the years ended December 31, 2025 or 2024.
Our ability to attract insurance carriers, retail brokers and agents to our MGUs, programs and binding authority operations is significantly dependent on our ability to effectively evaluate risks in accordance with insurer underwriting policies. Our business depends significantly on the accuracy and success of our underwriting model and the skill of our underwriters.
Our ability to attract insurance carriers, retail brokers, and agents to our MGAs and MGUs, programs, and binding authority operations is significantly dependent on our ability to effectively evaluate risks in accordance with insurer underwriting guidelines. Our business depends significantly on the accuracy and success of our underwriting models and the skill of our underwriters.
This provision would not apply to any action or proceeding asserting a claim under 46 Table of Contents the Securities Act or the Exchange Act for which the federal courts have exclusive jurisdiction or any other claim for which the federal courts have exclusive jurisdiction.
This provision would not apply to any action or proceeding asserting a claim under the Securities Act or the Exchange Act for which the federal courts have exclusive jurisdiction or any other claim for which the federal courts have exclusive jurisdiction.
If we are unsuccessful in recruiting, hiring, training, managing and integrating new employees, or retaining our existing employees, or if we fail to preserve the valuable aspects of our Company’s culture, it could materially impair our ability to service and attract new clients, all of which would materially and adversely affect our business, financial condition and results of operations. 24 Table of Contents We face significant competitive pressures in our business.
If we are unsuccessful in recruiting, hiring, training, managing and integrating new employees, or retaining our existing employees or if we fail to preserve the valuable aspects of our Company’s culture, it could materially impair our ability to service and attract new clients, all of which would materially and adversely affect our business, financial condition, and results of operations.
Additionally, if the content, analyses, or recommendations that AI applications assist in producing are, or are alleged to be deficient, inaccurate, or biased, our business, financial condition, and results of operations may be adversely affected.
Additionally, if the content, analyses, or recommendations that AI applications assist in producing are, or are alleged to be, deficient, inaccurate, or biased, our business, financial condition, and results of operations may be adversely affected and we may be subject to legal liability claims.
Our success depends, in part, on our ability to develop and implement technology-based solutions that anticipate or keep pace with rapid and continuing changes in technology, operational needs, industry standards, and client preferences. We may not be successful in anticipating or responding to these developments on a timely and cost-effective 32 Table of Contents basis.
Our success depends, in part, on our ability to develop and implement technology-based solutions, including AI applications, that anticipate or keep pace with rapid and continuing changes in technology, operational needs, industry standards, and client preferences. We may not be successful in anticipating or responding to these developments on a timely and cost-effective basis.
As of December 31, 2024, we had, on a consolidated basis, $3,300 million aggregate principal amount of outstanding indebtedness, including $400.0 million related to the 4.375% Senior Secured Notes issued under an indenture dated February 3, 2022, an aggregate of $1,200.0 million related to the 5.875% Senior Secured Notes issued under an indenture dated September 19, 2024 , as supplemented on December 9, 2024, and $1,700 million of borrowings under our Term Loan with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) and no borrowings under our Revolving Credit Facility.
As of December 31, 2025, we had, on a consolidated basis, $3,356 million aggregate principal amount of outstanding indebtedness, including $400 million related to the 4.375% Senior Secured Notes issued under an indenture dated February 3, 2022, an aggregate of $1,200 million related to the 5.875% Senior Secured Notes issued under an indenture dated September 19, 2024, as supplemented on December 9, 2024, and $1,683 million of borrowings under our Term Loan with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) and $73 million b orrowings under our Revolving Credit Facility.
Our quarterly operating results are likely to fluctuate in the future. In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations.
Our operating results and stock price may be volatile. Our quarterly operating results are likely to fluctuate in the future. In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations.
There is increased focus, including from governmental organizations, investors, employees, and clients, on corporate responsibility and stakeholder interest issues such as environmental stewardship, climate change, diversity and workplace inclusion, pay equity, racial justice, workplace conduct, cybersecurity and data privacy.
There is ongoing focus, including from the federal and state governments, governmental organizations, investors, employees, and clients, on corporate responsibility and stakeholder interest issues such as environmental stewardship, climate change, diversity and workplace inclusion, pay equity, racial justice, workplace conduct, cybersecurity, and data privacy.
As of December 31, 2024, we had 130 offices across the United States, the United Kingdom, Europe, Canada, India, and Singapore . Some of these offices are under the day-to-day management of individuals who previously owned an acquired business or played a key role in the development of an office.
As of December 31, 2025, we had 129 offices across the United States, the United Kingdom, Europe, Canada, Australia, the United Arab Emirates, India, and Singapore. Some of these offices are under the day-to-day management of individuals who previously owned an acquired business or played a key role in the development of an office.
The Company committed to securing replacement coverage, to the extent commercially available, from highly rated insurance companies on terms substantially similar to the insurance coverage originally agreed upon. As a result of this unusual circumstance, the Company has and may continue to incur losses arising from the original placements.
The Company committed to securing replacement coverage, to the extent commercially available, from highly rated insurance companies on terms substantially similar to the insurance coverage originally agreed upon. As a result of this unusual circumstance, the Company incurred losses arising from the original placements.
Interest and principal obligations reduce our ability to use that cash for other purposes, including working capital, distributions, acquisitions, capital expenditures and general 38 Table of Contents corporate purposes.
Interest and principal obligations reduce our ability to use that cash for other purposes, including working capital, distributions, acquisitions, capital expenditures, and general corporate purposes.
All of these evolving compliance and operational requirements impose significant costs and other burdens that are likely to increase over time, might divert resources from other initiatives and projects, and could restrict the way services involving data are offered, all of which may adversely affect our results of operations.
The FCA has also recently introduced rules relating to operational resilience. All of these evolving compliance and operational requirements impose significant costs and other burdens that are likely to increase over time, might divert resources from other initiatives and projects, and could restrict the way services involving data are offered, all of which may adversely affect our results of operations.
We expect to use cash flow from operations to meet our current and future financial obligations, including funding our operations, indebtedness service requirements (including payments on the Senior Secured Notes) and capital expenditures. A portion of our indebtedness is floating rate. We have observed significant interest rate increases, variability and volatility.
We expect to use cash flow from operations to meet our current and future financial obligations, including funding our operations and acquisitions, dividend payments, indebtedness service requirements (including payments on the Senior Secured Notes), and capital expenditures. A portion of our indebtedness is floating rate. We have experienced significant interest rate changes, variability, and volatility in the past.
Our non-U.S. operations expose us to exchange rate fluctuations and various risks that could impact our business. Approximately five percent and three percent of our revenues for the years ended December 31, 2024 and 2023, respectively, were generated outside of the United States.
Our non-U.S. operations expose us to exchange rate fluctuations and various risks that could impact our business. Approximately 6% and 5% of our revenues for the years ended December 31, 2025 and 2024, respectively, were generated outside of the United States.
The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our Class A common stock at a premium to the market price, and materially adversely affect the market price and the voting and other rights of the holders of our Class A common stock. 47 Table of Contents Our operating results and stock price may be volatile.
The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our Class A common stock at a premium to the market price, and materially adversely affect the market price and the voting and other rights of the holders of our Class A common stock.
We have also filed registration statements to register all shares of Class A common stock and other equity securities that we have issued, or may issue, under the Omnibus Incentive Plan and Employee Stock Purchase Plan.
We have also filed registration statements to register all shares of Class A common stock and other equity securities that we have issued, or may issue, under the Company ’ s 2021 Omnibus Incentive Plan.
If one or more of these trading partners, whether negligently or intentionally, fails to provide the risk-bearing insurance capital as agreed, mishandles or misappropriates funds, or otherwise fails to properly provide products and services as expected, we face potential liability for damages and reputational harm.
If one or more of these trading partners, whether negligently or intentionally, fails to provide the risk-bearing insurance capital as agreed, mishandles or misappropriates funds, or otherwise fails to properly provide products and services as expected, we face potential liability for damages, and reputational harm, which could harm our business, financial condition, and results of operations.
The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of Class A common stock as part of a sale of the Company and ultimately might affect the market price of our Class A common stock. 44 Table of Contents In addition, we entered into a Director Nomination Agreement with the Ryan Parties and one of our pre-IPO significant equity holders that provides the Ryan Parties the right to designate (in each instance, rounded up to the nearest whole number if necessary): (i) all of the nominees for election to our Board for so long as the Ryan Parties control, in the aggregate, 50% or more of the total number of shares of our common stock beneficially owned by the Ryan Parties upon completion of our IPO, as adjusted for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or similar changes in our capitalization (the “ Original Amount ”); (ii) 50% of the nominees for election to our Board for so long as the Ryan Parties control, in the aggregate, more than 40%, but less than 50% of the Original Amount; (iii) 40% of the nominees for election to our Board for so long as the Ryan Parties control, in the aggregate, more than 30%, but less than 40% of the Original Amount; (iv) 30% of the nominees for election to our Board for so long as the Ryan Parties control, in the aggregate, more than 20%, but less than 30% of the Original Amount; and (v) 20% of the nominees for election to our Board for so long as the Ryan Parties control, in the aggregate, more than 10%, but less than 20% of the Original Amount, which could result in representation on our Board that is disproportionate to the Ryan Parties’ beneficial ownership.
In addition, we entered into a Director Nomination Agreement with the Ryan Parties and one of our pre-IPO significant equity holders that provides the Ryan Parties the right to designate (in each instance, rounded up to the nearest whole number if necessary): (i) all of the nominees for election to our Board for so long as the Ryan Parties control, in the aggregate, 50% or more of the total number of shares of our common stock beneficially owned by the Ryan Parties upon completion of our IPO, as adjusted for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or similar changes in our capitalization (the “ Original Amount ”); (ii) 50% of the nominees for election to our Board for so long as the Ryan Parties control, in the aggregate, more than 40%, but less than 50% of the Original Amount; (iii) 40% of the nominees for election to our Board for so long as the Ryan Parties control, in the aggregate, more than 30%, but less than 40% of the Original Amount; (iv) 30% of the nominees for election to our Board for so long as the Ryan Parties control, in the aggregate, more than 20%, but less than 30% of the Original Amount; and (v) 20% of the nominees for election to our Board for so long as the Ryan Parties control, in the aggregate, more than 10%, but less than 20% of the Original Amount, which could result in representation on our Board that is disproportionate to the Ryan Parties’ beneficial ownership.
Geopolitical tensions, such as Russia’s incursion into Ukraine, tension between the United States and China, conflict in the middle east, supply chain issues, economic sanctions, the volatility of oil prices, and heightened concerns about cyber attacks have, in general, adversely affected economic markets and business conditions.
Geopolitical tensions, such as Russia’s incursion into Ukraine, tension among the United States, China, and other trading partners, conflict in the Middle East, supply chain issues, economic sanctions, the volatility of oil prices, and heightened concerns about cyberattacks have, in general, adversely affected economic markets and business conditions.
We believe our revenue growth depends on a number of factors, including, but not limited to, our ability to: • price our products effectively so that we are able to attract and retain clients without compromising our profitability; • attract new clients, successfully deploy and implement our products, obtain client renewals and provide our clients with excellent client support; • attract and retain talented Producers, managers, executives and other employees; • increase our network of insurer trading partners; • adequately expand, train, integrate and retain our wholesale brokers and underwriters and other new employees, and maintain or increase our sales force’s productivity; • enhance our information, training and communication systems to ensure that our employees are well coordinated and can effectively communicate with each other and clients; • improve our internal control over financial reporting and disclosure controls and procedures to ensure timely and accurate reporting of our operational and financial results; • successfully create new distribution channels; • successfully introduce new products and enhance existing products; • successfully introduce our products to new markets inside and outside of the United States; • successfully compete against larger companies and new market entrants; and 27 Table of Contents • increase awareness of our brand.
We believe our revenue growth depends on a number of factors, including, but not limited to, market factors (such as flow of business into the E&S market and insurance rates) and our ability to: • price our products effectively so that we are able to attract and retain clients without compromising our profitability; • attract new clients, successfully deploy and implement our products, obtain client renewals, and provide our clients with excellent client support; • attract and retain talented Producers, managers, executives, and other employees; • increase our network of insurer trading partners; • adequately expand, train, integrate and retain our wholesale brokers and underwriters and other new employees, and maintain or increase our sales force’s productivity; • enhance our information, training, and communication systems to ensure that our employees are well coordinated and can effectively communicate with each other and clients; • effectively integrate AI into our workstreams and operations to enhance our productivity and training; • improve our internal control over financial reporting and disclosure controls and procedures to ensure timely and accurate reporting of our operational and financial results; • successfully create new distribution channels; • successfully introduce new products and enhance existing products; • successfully introduce our products to new markets inside and outside of the United States; • successfully compete against larger companies and new market entrants; and • increase awareness of our brand. 27 Table of Contents We may not successfully accomplish any of these objectives and as a result, it is difficult for us to forecast our future results of operations.
Maintaining, protecting and enhancing the Ryan Specialty brand is critical to growing our business, particularly in new markets where we have limited brand recognition. If we do not successfully build and maintain a strong brand, our business could be materially harmed.
We have developed a strong brand that we believe has contributed significantly to the success of our business. Maintaining, protecting, and enhancing the Ryan Specialty brand is critical to growing our business, particularly in new markets where we have limited brand recognition. If we do not successfully build and maintain a strong brand, our business could be materially harmed.
Should interest rates remain elevated or increase further, we could have increased interest expense. The ability to make these payments depends on our financial and operating performance, which is subject to prevailing economic, industry and competitive conditions and to certain financial, business, economic and other factors beyond our control.
Should interest rates increase in the future, we could incur increased interest expense. The ability to make these payments depends on our financial and operating performance, which is subject to prevailing economic, industry, and competitive conditions and to certain financial, business, economic, and other factors beyond our control.
Consequently, at any given time, we may hold funds of our clients, insurer trading partners, or for taxes, and we are subject to various laws, regulations, and contractual arrangements governing the holding, management, and investing of these funds.
We also collect surplus line taxes for remittance to state taxing authorities. Consequently, at any given time, we may hold funds of our clients, insurer trading partners, or for taxes, and we are subject to various laws, regulations, and contractual arrangements governing the holding, management, and investing of these funds.
If our revenue growth does not increase to offset these anticipated increases in our operating expenses, our business, financial position and results of operations will be harmed, and we may not be able to achieve or maintain profitability.
If our revenue growth does not increase to offset these anticipated increases in our operating expenses, our business, financial position, and results of operations will be harmed, and we may not be able to achieve or maintain profitability. Furthermore, the additional expenses we will incur may not lead to sufficient additional revenue to maintain historical revenue growth rates and profitability.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

4 edited+0 added−1 removed24 unchanged
Biggest changeThe Security Committee responsible for managing and implementing the Company’s cybersecurity programs has many years of valuable business experience managing risks and developing and implementing cybersecurity policies and procedures.
Biggest changeThe Security Steering Committee has many years of valuable business experience managing risks and developing and implementing cybersecurity policies and procedures.
Both are members of our Security Committee, which is a governing body that drives alignment on security decisions across the Company . The Security Committee includes management across the departments and functions of the organization to enable transparency and alignment with the business’ strategic goals and objectives.
Both are members of our Security Steering Committee, which is a governing body that drives alignment on security decisions across the Company . The Security Steering Committee includes management across the departments and functions of the organization to enable transparency and alignment with the business’ strategic goals and objectives.
Our CISO has extensive experience in information security, managing cybersecurity programs and cybersecurity risks, and has served in various roles in information technology and information security for almost 30 years, including serving as the CISO at another large public company. She holds an undergraduate degree in Information and Decision Sciences.
Our CISO has extensive experience in information security, managing cybersecurity programs and cybersecurity risks, and has served in various roles in information technology and information security for almost 30 years, including serving as the CISO at another large public company. She holds an undergraduate degree in Information and Decision Sciences. 50 Table of Contents
In addition, if warranted based on our response plan, cyber security incidents will be escalated to the attention of the Audit Committee while such incidents are ongoing. Management’s Role Primary responsibility for assessing and managing our cybersecurity risks rests with our CISO , who reports to our Executive Vice President, Operations, Technology & Data Analytics (“EVP OP”).
In addition, if warranted based on our response plan, cyber security incidents will be escalated to the attention of the Audit Committee while such incidents are ongoing. Management’s Role Primary responsibility for assessing and managing our cybersecurity risks rests with our CISO , who reports to our Co-President and Chief Operating Officer.
Removed
Our EVP OP has extensive enterprise risk management experience, developed over more than 25 years while holding senior leadership positions, including group 50 Table of Contents CIO and divisional COO roles, at global brokerage and risk management firms, and serving clients as a management consultant. He holds an undergraduate degree in accounting.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed1 unchanged
Biggest changeWe have additional office locations in 32 U.S. states as well as in the United Kingdom, Europe, Canada, India, and Singapore where, as of December 31, 2024, we lease a total of approximately1,050,000 square feet. We believe that our facilities are adequate for our current needs.
Biggest changeWe have office locations in 33 U.S. states as well as in the United Kingdom, Europe, Canada, Australia, the United Arab Emirates, India, and Singapore where, as of December 31, 2025, we lease a total of approximately 1,180,000 square feet. We believe that our facilities are adequate for our current needs.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed2 unchanged
Biggest changeFor further information, please see “ Note 16, Commitments and Contingencies ” in the footnotes to the consolidated financial statements in this Annual Report. ITEM 4. MINE SAFETY DISCLOSURE Not applicable. 51 Table of Contents PART II
Biggest changeFor further information, please see “ Note 15 , Commitments and Contingencies ” in the footnotes to the consolidated financial statements in this Annual Report. ITEM 4. MINE SAFETY DISCLOSURE Not applicable. 51 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+2 added−0 removed6 unchanged
Biggest changeInformation relating to the compensation plans under which equity securities of Ryan Specialty are authorized for issuance is set forth under Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report and is incorporated herein by reference. 52 Table of Contents Stock Performance Graph The following graph illustrates the total return from July 22, 2021, the first trading date of our Class A common stock after our IPO, through December 31, 2024 for (i) our Class A common stock, (ii) the Standard and Poor’s 500 Index, and (iii) the Standard and Poor’s 500 Financials Sector Index, assuming an investment of $100 on July 22, 2021, including the reinvestment of dividends: ITEM 6. [RESERVED] 53 Table of Contents
Biggest changeStock Performance Graph The following graph illustrates the total return from July 22, 2021, the first trading date of our Class A common stock after our IPO, through December 31, 2025 , for (i) our Class A common stock, (ii) the Standard and Poor’s 500 Index, and (iii) the Standard and Poor’s 500 Financials Sector Index, assuming an investment of $100 on July 22, 2021, including the reinvestment of dividends: Securities Authorized for Issuance Under Equity Compensation Plans Information relating to the compensation plans under which equity securities of the Company are authorized for issuance is set forth under Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report and is incorporated herein by reference.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our shares of Class A common stock, $0.001 par value per share, are traded on the New York Stock Exchange under the trading symbol RYAN. Our Class B common stock is not listed nor traded on any stock exchange.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Share Data Our shares of Class A common stock, $0.001 par value per share, are traded on the New York Stock Exchange under the trading symbol RYAN. Our Class B common stock is not listed nor traded on any stock exchange.
While the Board has chosen to initiate a regular $0.12 cash dividend per share of Class A common stock in the first quarter of 2025, it is not required to do so and may in the future, in its sole discretion, choose to use such excess cash for any other purpose depending upon the facts and circumstances at the time of determination.
While the Board has chosen to initiate a regular $0.13 cash dividend per share of Class A common stock in the first quarter of 2026, it is not required to do so and may in the future, in its sole discretion, choose to use such excess cash for any other purpose depending upon the facts and circumstances at the time of determination.
On February 17, 2025 we had approximately 149 stockholders of record of our Class A common stock and 76 stockholders of record of our Class B common stock. Dividend Policy Prior to 2024, we had never declared or paid any cash dividend on our Class A common stock.
On February 9, 2026 , we had approximately 132 stockholders of record of our Class A common stock and 75 stockholders of record of our Class B common stock. Dividend Policy Prior to 2024, we had never declared or paid any cash dividend on our Class A common stock.
Related Stockholder Matters and Securities Authorized for Issuance Under Equity Compensation Plans We did not repurchase any of our equity securities during the fourth quarter of the fiscal year covered by this report.
Related Stockholder Matters Purchases of Equity Securities by the Issuer and Affiliated Purchasers We did not repurchase any of our equity securities during the fourth quarter of the fiscal year covered by this report.
We intend to pay the regular quarterly dividend of $0.12 per share of Class A common stock going forward.
On February 12, 2026 , the Board declared a regular dividend of $0.13 per share to be paid on March 10, 2026 , to shareholders of record on February 24, 2026 . We intend to pay the regular quarterly dividend of $0.13 per share of Class A common stock going forward.
The Board declared and we paid a regular dividend of $0.11 in each subsequent quarter during 2024. On February 20, 2025 , the Board declared a regular dividend of $0.12 to be paid on March 18, 2025 to shareholders of record on March 4, 2025 .
The Board declared and we paid a regular dividend of $0.11 per share in each subsequent quarter during 2024. The Board increased the regular dividend to $0.12 per share at the beginning of 2025 and we paid a regular quarterly dividend of $0.12 per share in each subsequent quarter of 2025.
Added
Recent sale of Unregistered Securities In connection with the acquisition of Stewart Specialty Risk Underwriting Ltd., the Company issued 139,392 shares of the Company’s Class A common stock on December 1, 2025, to certain owners of the acquired business at a price of $49.00 per share.
Added
The issuance was made in reliance on the exemption from the registration requirements of the 52 Table of Contents Securities Act set forth in Section 903 of Regulation S promulgated thereunder for the issuance of the shares to non-U.S. persons through offshore transactions which were negotiated and consummated outside the United States.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

141 edited+30 added−32 removed105 unchanged
Biggest changeRefer to “ Note 10 , Stockholders’ Equity ” of the audited consolidated financial statements in this Annual Report for more information. 58 Table of Contents 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) 2024 2023 2022 Revenue Net commissions and fees $ 2,455,671 $ 2,026,596 $ 1,711,861 Fiduciary investment income 60,039 50,953 13,332 Total revenue $ 2,515,710 $ 2,077,549 $ 1,725,193 Expenses Compensation and benefits 1,591,077 1,321,029 1,128,981 General and administrative 352,050 276,181 196,971 Amortization 157,845 106,799 103,601 Depreciation 9,785 9,038 5,690 Change in contingent consideration (22,859) 5,421 442 Total operating expenses $ 2,087,898 $ 1,718,468 $ 1,435,685 Operating income $ 427,812 $ 359,081 $ 289,508 Interest expense, net 158,448 119,507 104,829 Loss (income) from equity method investment in related party (18,231) (8,731) 414 Other non-operating loss 15,041 10,380 5,073 Income before income taxes $ 272,554 $ 237,925 $ 179,192 Income tax expense 42,641 43,445 15,935 Net income $ 229,913 $ 194,480 $ 163,257 GAAP financial measures Revenue $ 2,515,710 $ 2,077,549 $ 1,725,193 Compensation and benefits 1,591,077 1,321,029 1,128,981 General and administrative 352,050 276,181 196,971 Net income 229,913 194,480 163,257 Total revenue growth rate 21.1 % 20.4 % 20.4 % Compensation and benefits expense ratio (1) 63.2 % 63.6 % 65.4 % General and administrative expense ratio (2) 14.0 % 13.3 % 11.4 % Net income margin (3) 9.1 % 9.4 % 9.5 % Earnings per share (4) $ 0.78 $ 0.53 $ 0.57 Diluted earnings per share (4) $ 0.71 $ 0.52 $ 0.52 Non-GAAP financial measures* Organic revenue growth rate 12.8 % 15.4 % 16.8 % Adjusted compensation and benefits expense $ 1,426,674 $ 1,222,342 $ 1,021,823 Adjusted compensation and benefits expense ratio 56.7 % 58.8 % 59.2 % Adjusted general and administrative expense $ 277,813 $ 230,467 $ 185,956 Adjusted general and administrative expense ratio 11.0 % 11.1 % 10.8 % Adjusted EBITDAC $ 811,223 $ 624,740 $ 517,414 Adjusted EBITDAC margin 32.2 % 30.1 % 30.0 % Adjusted net income $ 493,521 $ 375,582 $ 311,991 Adjusted net income margin 19.6 % 18.1 % 18.1 % Adjusted diluted earnings per share $ 1.79 $ 1.38 $ 1.15 (1) Compensation and benefits expense ratio is defined as Compensation and benefits expense divided by Total revenue.
Biggest changeRefer to “ Note 9 , Stockholders’ Equity ” of the audited consolidated financial statements in this Annual Report for more information. 58 Table of Contents 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.
Other Non-Operating Loss For the year ended December 31, 2024, Other non-operating loss 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, 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.
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.
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.
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, 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.
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 on the Consolidated Statements of Income.
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.
Year Ended December 31, Period over Period (in thousands, except percentages) 2024 % of total 2023 % of total Change Wholesale Brokerage $ 1,489,077 60.6 % $ 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. 60 Table of Contents 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.
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. 63 Table of Contents 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.
We provide distribution, underwriting, product development, administration, and risk management services by acting 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.
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.
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 , the largest individual increase generated by the US Assure acquisition.
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.
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, claim funds, and surplus lines taxes are held in a fiduciary capacity.
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.
Non-Controlling Interest 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.
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.
The following were the principal 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.
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.
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 15 , 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.
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.
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 a s contributions from the AccuRisk, Castel, US Assure, Greenhill, Ethos P&C, EverSports, Geo, and Innovisk acquisitions.
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 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 E&S market. In aggregate, we experienced stable commission rates period over period.
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.
The following were the principal 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 61 Table of Contents • 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.
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.
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, 2024 , the projected future expense, and the projected timing of future cash outflows associated with these arrangements.
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.
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 as the frequency and severity of catastrophe losses, attritional losses, and losses from 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.
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.
As we continue to experience revenue growth driven by the increase in complexity and inflow of risks into the E&S market, we do not believe there is a reasonable likelihood there will be a 77 Table of Contents material change in the estimates or assumptions used to calculate impairments or useful lives of amortizable intangible assets.
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 77 Table of Contents will be a material change in the estimates or assumptions used to calculate impairments or useful lives of amortizable intangible assets.
(4) See “ Note 12 , 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.
(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.
The following discussion provides commentary on the financial results derived from our audited financial statements for the years ended December 31, 2024 , 2023 , and 2022 , prepared in accordance with U.S. GAAP.
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.
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, complex E&S products as well as the inflow of risks from the Admitted market into the E&S market. In aggregate, we experienced stable commission rates period over period.
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.
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, and unvested equity awards were exchanged into shares of Class A common stock as if 100% of unvested equity awards were vested.
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.
Overall headcount increased to 5,295 full-time employees as of December 31, 2024 , from 4,357 as of December 31, 2023 . 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.
Overall headcount increased to 5,295 full- time employees as of December 31, 2024, from 4,357 as of December 31, 2023. 64 Table of Contents 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.
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 72 Table of Contents provided by operations, and debt capacity available under our Revolving Credit Facility, Term Loan, and Senior Secured Notes.
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.
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 E&S market and winning new business from competitors.
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.
For the year ended December 31, 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 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.
Below we have outlined the liabilities accrued as of December 31, 2024 , the projected future expense, and the projected timing of future cash outflows associated with these contingent consideration agreements.
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.
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 r evenue growth , attrition rates, operating margins, and weighted average cost of capital.
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.
Refer to “ Note 18 , 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.
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.
These obligations are described within “ Note 8 , Leases ” and “ Note 9 , Debt ” in the notes to our audited consolidated financial statements in this Annual Report and 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.
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.
(2) For the year ended December 31, 2023, Acquisition related long-term incentive compensation includes a $6.8 million expense reversal related to the claw back of an All Risks LTIP payment from a terminated employee.
(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.
Fiduciary cash, because of its nature, is generally invested in very liquid securities with a focus on preservation of principal. To minimize investment risk, we maintain cash holdings pursuant to an investment policy which contemplates all relevant rules established by states with regard to fiduciary cash and is approved by our Board of Directors.
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.
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 Facility to accommodate any timing differences in cash flows.
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 73 Table of Contents Facility to accommodate any timing differences in cash flows.
For the years ended December 31, 2024 , 2023 , and 2022 , 4.4 million , 4.1 million , and 4.7 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.
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.
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 E&S market.
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.
As of December 31, 2024 , the interest rate on the Term Loan was 2.25% plus Adjusted Term SOFR. As of December 31, 2024 , 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, 2024 .
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 .
See “ Note 12 , Earnings Per Share ” in the footnotes to the consolidated financial statements in this Annual Report.
See “ Note 11 , Earnings Per Share ” in the footnotes to the consolidated financial statements in this Annual Report.
We intend to cause the LLC to make distributions in an amount 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.
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.
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 for our retail and wholesale broker clients in the insurance distribution chain.
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.
Our occupancy-related costs and professional services expenses, in particular, 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.
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.
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 E&S market and winning new business from competitors.
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.
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, 2024 and 2023 , $448.3 million and $383.8 million , respectively, of Deferred tax assets were recorded on the Consolidated Balance Sheets.
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.
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 investment in Geneva Re through Ryan Investment Holdings, LLC.
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”).
(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 271.9 million , 268.1 million , and 265.8 million Weighted-average shares of Class A common stock outstanding - diluted years ended December 31, 2024 , 2023 , and 2022 , respectively.
(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.
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 $436.3 million in aggregate as of December 31, 2024 .
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 .
These estimates directly impact the amount of identified intangible assets recognized and the related amortization expense in future periods. As of December 31, 2024 and 2023 , an aggregate of $1,392.0 million and $572.4 million , respectively, of Customer relationships was recorded on the Consolidated Balance Sheets.
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.
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 Ryan Specialty’s ownership, and other items such as contingent commissions and the impact of changes in foreign exchange rates. 66 Table of Contents For the avoidance of doubt, prior period references in the tables below represent the same period in the prior year.
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. 66 Table of Contents For the avoidance of doubt, prior period references in the tables below represent the same period in the prior year.
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 12.8%.
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%.
Intangible assets consist of customer relationships, trade names, and internally developed software.
Intangible assets consist of customer relationships, trade names, assembled workforce, and internally developed software .
If remaining targets were to be met for these contingent consideration arrangements, the maximum amount of the liability would be $563.1 million as of December 31, 2024 , and the additional expense would be recorded over the next 3.3 years in Change in contingent consideration within the Consolidated Statements of Income.
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, 2024 and 2023 , we recognized $436.3 million and $358.9 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.
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.
(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 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 12 , Earnings Per Share ” of the audited consolidated financial statements.
(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.
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, and dividends to Class A common stockholders.
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 72 Table of Contents Class A common stockholders.
For the years ended December 31, 2024 , 2023 , and 2022 , this removes $0.3 million , $4.2 million , and $76.3 million of Net income, respectively, on 132.9 million , 125.7 million , and 265.8 million Weighted-average shares of Class A common stock outstanding - diluted, respectively.
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.
These CCRs were discrete, non-cash expenses incurred at Ryan Specialty Holdings, Inc., and the Company’s annual effective tax rate is unaffected.
These CCRs 65 Table of Contents were discrete, non-cash expenses incurred at Ryan Specialty Holdings, Inc., and the Company’s annual effective tax rate is unaffected.
Invest in Operation and Growth We have invested heavily in building a durable business that is able to adapt to the continuously evolving E&S market and intend to continue to do so.
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.
For the years ended December 31, 2023 and 2022, Other non-operating loss included charges related to the change in the TRA liability caused by a change in our blended state tax rates.
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.
We believe that both M&A consolidation and the use and reliance on scaled delegated Underwriting Management will continue to grow.
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.
We believe over the long term these lines of business will continue to grow. 56 Table of Contents Leverage the Growth of the E&S Market The growing relevance of the E&S market has been driven by the rapid emergence of large, complex, high- hazard, and otherwise hard-to-place risks across many lines of insurance.
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.
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.
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.
Other non- operating loss included a $10.4 million and $5.6 million charge for the years ended December 31, 2023 and 2022, respectively, 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.
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.
For the years ended December 31, 2024 , 2023 , and 2022 , this includes $135.2 million , $133.4 million , and $102.2 million of Net income (loss), respectively, on 271.9 million , 268.1 million , and 265.8 million Weighted-average shares of Class A common stock outstanding - diluted, respectively.
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.
The most directly comparable GAAP financial metric is Diluted earnings per share. 71 Table of Contents 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, 2024 2023 2022 Earnings per share of Class A common stock – diluted $ 0.71 $ 0.52 $ 0.52 Less: Net income attributed to dilutive shares and substantively vested RSUs (1) — (0.03) (0.29) Plus: Impact of all LLC Common Units exchanged for Class A shares (2) 0.14 0.24 0.38 Plus: Adjustments to Adjusted net income (3) 0.97 0.67 0.56 Plus: Dilutive impact of unvested equity awards (4) (0.03) (0.02) (0.02) Adjusted diluted earnings per share $ 1.79 $ 1.38 $ 1.15 (Share count in ’000s) Weighted-average shares of Class A common stock outstanding – diluted 132,891 125,745 265,750 Plus: Impact of all LLC Common Units exchanged for Class A shares (2) 138,980 142,384 — Plus: Dilutive impact of unvested equity awards (4) 4,417 4,137 4,731 Adjusted diluted earnings per share diluted share count 276,288 272,266 270,481 (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.
The most directly comparable GAAP financial metric is Diluted earnings per share. 71 Table of Contents 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.
The Company recognized a liability for employee deferrals, inclusive of changes in the value of deferred amounts held, of $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 , and $3.5 million and $22.4 million in Current accrued compensation and Non-current accrued compensation, respectively, on the Consolidated Balance Sheets as of December 31, 2023 .
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 .
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, 2024 , increased $37.7 million from the year ended December 31, 2023 , to $514.9 million .
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 .
The maximum amount of the asset would be $18.8 million as of December 31, 2024 , if certain targets were not achieved , and the additional income would be recorded over the next 2.3 years in Change in contingent consideration within the Consolidated Statements of Income.
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.
As of December 31, 2024 , the Company had one contingently returnable consideration arrangement outstanding for $5.5 million .
As of December 31, 2025 , the Company had one contingently returnable consideration arrangement outstanding for $6.6 million .
In our Underwriting Management Specialty, we utilize delegated underwriting authority granted to us by carriers and generally work with retail and wholesale insurance brokers, including our own Wholesale Brokerage, to secure 57 Table of Contents insurance coverage for the ultimate insured party. Our Underwriting Management Specialty generates revenues through commissions and fees from clients and through contingent commissions from carriers.
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.
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 Dividends paid to Class A common shareholders, $25.5 million of Debt issuance costs paid, $22.2 million of Distributions to non-controlling LLC Unitholders, and $21.6 million of Payment of Tax Receivable Agreement liabilities during the year.
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. 75 Table of Contents Contractual Obligations and Commitments Our principal commitments consist of contractual obligations in connection with investing and operating activities.
We believe that as the complexity of the E&S market 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 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.
As of December 31, 2024 and 2023 , the Company’s deferred tax asset in the Company’s investment in the LLC was $429.9 million and $375.2 million , respectively.
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 periods of economic decline and tight credit markets, this underlying activity can slow or be delayed and provide headwinds to our growth.
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.
Of the $540.2 million of Cash and cash equivalents on the Consolidated Balance Sheet as of December 31, 2024 , $100.8 million was held in fiduciary accounts representing collected revenue and was available to be transferred to operating accounts and 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.
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. 70 Table of Contents 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) 2024 2023 2022 Total Revenue $ 2,515,710 $ 2,077,549 $ 1,725,193 Net Income $ 229,913 $ 194,480 $ 163,257 Income tax expense 42,641 43,445 15,935 Amortization 157,845 106,799 103,601 Amortization of deferred debt issuance costs (1) 23,930 12,172 12,054 Change in contingent consideration (22,859) 5,421 442 Acquisition-related expense 69,842 23,274 4,599 Acquisition related long-term incentive compensation 24,946 (4,334) 22,093 Restructuring and related expense 59,697 49,277 5,717 Amortization and expense related to discontinued prepaid incentives 5,160 6,441 6,738 Other non-operating loss 15,041 10,380 5,073 Equity-based compensation 52,038 31,047 23,390 IPO related expenses 26,957 38,696 55,636 Loss (income) loss from equity method investments in related party (18,231) (8,731) 414 Adjusted Income before Income Taxes (2) $ 666,920 $ 508,367 $ 418,949 Adjusted tax expense (3) (173,399) (132,785) (106,958) Adjusted Net Income $ 493,521 $ 375,582 $ 311,991 Net Income Margin 9.1% 9.4% 9.5% Adjusted Net Income Margin 19.6% 18.1% 18.1% (1) Interest expense, net includes amortization of deferred debt issuance costs.
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. 70 Table of Contents 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.
Adjusted compensation and benefits expense ratio is defined as Adjusted compensation and benefits expense as a percentage of Total revenue.
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 Net income margin. 69 Table of Contents 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) 2024 2023 2022 Total Revenue $ 2,515,710 $ 2,077,549 $ 1,725,193 Net Income $ 229,913 $ 194,480 $ 163,257 Interest expense, net 158,448 119,507 104,829 Income tax expense 42,641 43,445 15,935 Depreciation 9,785 9,038 5,690 Amortization 157,845 106,799 103,601 Change in contingent consideration (1) (22,859) 5,421 442 EBITDAC $ 575,773 $ 478,690 $ 393,754 Acquisition-related expense 69,842 23,274 4,599 Acquisition related long-term incentive compensation (2) 24,946 (4,334) 22,093 Restructuring and related expense 59,697 49,277 5,717 Amortization and expense related to discontinued prepaid incentives 5,160 6,441 6,738 Other non-operating loss 15,041 10,380 5,073 Equity-based compensation 52,038 31,047 23,390 IPO related expenses 26,957 38,696 55,636 Loss (income) from equity method investments in related party (18,231) (8,731) 414 Adjusted EBITDAC $ 811,223 $ 624,740 $ 517,414 Net Income Margin 9.1% 9.4% 9.5% Adjusted EBITDAC Margin 32.2% 30.1% 30.0% (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.
The most comparable GAAP financial metric is Net income margin. 69 Table of Contents 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.
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. 62 Table of Contents 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 Common Control Reorganizations (“CCRs”) subsequent to the Socius and AccuRisk acquisitions in the second half of 2023 and Innovisk in the fourth quarter of 2024.
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.
The Company will retain the benefit of 15% of these cash savings. Comparison of Cash Flows for the Year Ended December 31, 2024 and 2023 Cash and cash equivalents decreased $298.6 million from $838.8 million at December 31, 2023 , to $540.2 million at December 31, 2024 .
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 .
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.
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.
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.
Adjusted compensation and benefits expense ratio is defined as Adjusted compensation and benefits 67 Table of Contents expense as a percentage of Total revenue. The most comparable GAAP financial metric is Compensation and benefits expense ratio.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

9 edited+1 added−3 removed1 unchanged
Biggest changeWe are exposed to currency risk from the potential changes between the exchange rates of the US Dollar, British Pound, Euro, Swedish Krona, Danish Krone, Canadian Dollar, Singapore Dollar and other currencies. The exposure to foreign currency risk from the potential changes between the exchange rates between the USD and other currencies is immaterial.
Biggest changeForeign Currency Risk For the year ended December 31, 2025 , approximately 6% of revenues were generated from activities in the United Kingdom, Europe, Canada, and Singapore . We are exposed to currency risk from the potential changes between the exchange rates of the US Dollar, British Pound, Euro, Swedish Krona, Canadian Dollar, Indian Rupee, Singapore Dollar and other currencies.
As of December 31, 2024 , we had $1,700.0 million of outstanding principal on our Term Loan borrowings, which bears interest on a floating rate, subject to a 0.00% floor. We are subject to Adjusted Term SOFR interest rate changes and exposure in excess of the floor.
As of December 31, 2025 , we had $1,683.0 million of outstanding principal on our Term Loan borrowings, which bears interest on a floating rate, subject to a 0.00% floor. We are subject to Adjusted Term SOFR interest rate changes and exposure in excess of the floor.
The carrying amounts of Cash and cash equivalents, Commissions and fees receivable – net, and Accounts payable and accrued liabilities approximate fair value because of the short-term nature of the instruments. 81 Table of Contents
Other financial instruments consist of Cash and cash equivalents, Commissions and fees receivable – net, Other current assets, and Accounts payable and accrued liabilities. The carrying amounts of Cash and cash equivalents, Commissions and fees receivable – net, and Accounts payable and accrued liabilities approximate fair value because of the short-term nature of the instruments. 80 Table of Contents
Interest Rate Risk and Credit Risk Certain of the Company’s revenues, expenses, assets and liabilities are exposed to the impact of interest rate changes. Interest rate risk and credit risk to counterparties generated from the Company’s Cash and cash equivalents, and Cash and cash equivalents held in a fiduciary capacity will fluctuate with the general level of interest rates.
Interest rate risk and credit risk to counterparties generated from the Company’s Cash and cash equivalents, and Cash and cash equivalents held in a fiduciary capacity will fluctuate with the general level of interest rates.
The majority of Cash and cash equivalents and Cash and cash equivalents held in a fiduciary capacity are held in demand deposit accounts and short-term investments, consisting principally of AAA-rated money market funds and treasury bills, having original maturities of 90 days or less. 80 Table of Contents Other financial instruments consist of Cash and cash equivalents, Commissions and fees receivable – net, Other current assets, and Accounts payable and accrued liabilities.
The majority of Cash and cash equivalents and Cash and cash equivalents held in a fiduciary capacity are held in demand deposit accounts and short-term investments, consisting principally of AAA-rated money market funds and treasury bills, having original maturities of 90 days or less.
Based on the below balances as of December 31, 2024 , the impact of a hypothetical 100 basis point (BPS) increase or decrease in year-end prevailing short-term interest rates for one year would be: (in thousands) Balance at December 31, 2024 100 BPS Increase 100 BPS Decrease Cash and cash equivalents $ 540,203 $ (5,402) $ 5,402 Term Loan principal outstanding (1) 1,700,000 17,000 $ (17,000) Interest rate cap notional amount (2) 1,000,000 (10,000) $ 10,000 Net exposure to Interest expense, net 1,598 (1,598) Cash and cash equivalents held in a fiduciary capacity 1,140,602 11,406 $ (11,406) Net exposure to Fiduciary investment income $ 11,406 $ (11,406) Impact to Net income $ 9,808 $ (9,808) (1) To the extent SOFR falls below 0.00% , the impact of a change in interest rates is zero.
Based on the below balances as of December 31, 2025 , the impact of a hypothetical 100 basis point (BPS) increase or decrease in year-end prevailing short-term interest rates for one year would be: (in thousands) Balance at December 31, 2025 100 BPS Increase 100 BPS Decrease Cash and cash equivalents $ 158,322 $ (1,583) $ 1,583 Term Loan principal outstanding (1) 1,683,000 16,830 $ (16,830) Net exposure to Interest expense, net 15,247 (15,247) Cash and cash equivalents held in a fiduciary capacity 1,426,148 14,261 $ (14,261) Net exposure to Fiduciary investment income $ 14,261 $ (14,261) Impact to Net income $ (985) $ 985 (1) To the extent SOFR falls below 0.00% , the impact of a change in interest rates is zero.
The Company carefully monitors its cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity, and plans to further restrict the portfolio as appropriate with respect to market conditions.
The policy mandates the preservation of principal and liquidity and requires broad diversification with counter-party limits assigned based primarily on credit rating and type of investment. The Company carefully monitors its cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity, and plans to further restrict the portfolio as appropriate with respect to market conditions.
(2) To the extent interest rates fall below 2.75% , the impact of a change in interest rates is zero. In addition to interest rate risk, our cash investments and fiduciary cash holdings are subject to potential loss of value due to counterparty credit risk.
In addition to interest rate risk, our cash investments and fiduciary cash holdings are subject to potential loss of value due to counterparty credit risk. To minimize this risk, the Company and its subsidiaries hold funds pursuant to an investment policy approved by our Board.
The fair value of the Term Loan approximates the carrying amount as of December 31, 2024 , as determined based upon information available. On April 7, 2022 , the Company entered into an interest rate cap agreement to manage its exposure to interest rate fluctuations related to the Company’s Term Loan for an upfront cost of $25.5 million .
The fair value of the Term Loan approximates the carrying amount as of December 31, 2025 , as determined based upon information available.
Removed
Foreign Currency Risk For the year ended December 31, 2024 , approximately 5% of revenues were generated from activities in the United Kingdom, Europe, Canada, India, and Singapore .
Added
The exposure to foreign currency risk from the potential changes between the exchange rates between the USD and other currencies is immaterial. Interest Rate Risk and Credit Risk Certain of the Company’s revenues, expenses, assets and liabilities are exposed to the impact of interest rate changes.
Removed
The interest rate cap has a $1,000.0 million notional amount, 2.75% strike, and terminates on December 31, 2025.
Removed
To minimize this risk, the Company and its subsidiaries hold funds pursuant to an investment policy approved by our Board. The policy mandates the preservation of principal and liquidity and requires broad diversification with counter-party limits assigned based primarily on credit rating and type of investment.

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