Ryan Specialty Holdings RYAN Form 10-K filing FY2025

Item 15. Exhibits and Financial Statement Schedules 133

Item 16. Form 10-K Summary 135

PART I

ITEM 1. BUSINESS

Overview

Founded by Patrick G. Ryan in 2010, Ryan Specialty is an international specialty insurance intermediary that

provides specialty products, solutions, and services for insurance brokers, agents, and carriers. We provide distribution,

underwriting, product development, administration, and risk management services through our wholesale brokerage

platform and, on behalf of insurance carriers, through delegated underwriting authority via our managing underwriter,

binding authority, and national program operations. Our expertise spans an extensive array of property, casualty,

professional lines, transportation, personal lines, workers’ compensation, and employee benefits insurance. 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. A significant majority of the premiums we place are bound in the E&S market, which includes Lloyd’s

of London, which we refer to as Lloyd’s. There is often significantly more flexibility in terms, conditions, and rates in the

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

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

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

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

many of our competitors.

Our plan for continued growth includes positioning ourselves as a pioneer in ever-changing markets, attracting

and developing industry-leading talent, broadening our product offerings organically and inorganically, and further

entrenching our deep industry relationships. We have been successful in each of these areas through our relentless focus on

serving each of our key constituents:

• Retail Insurance Brokers: Global, national, regional, and local retail insurance brokers rely on us to

provide expertise in specialty insurance lines and access to the best available coverage options on behalf of

insureds. Importantly, unlike some of our competitors, we have no retail operations, freeing us from

potential channel conflicts with our retail brokerage trading partners, which has been a cornerstone of our

strategy since our founding.

• Carriers: Insurance carriers, ranging from Lloyd’s syndicates to multi-line underwriters and E&S

specialists, rely on us to provide them with highly efficient, scaled distribution, specialty brokering and

underwriting management expertise, and high-quality insurance products. Insurance carriers also leverage

our comprehensive distribution network and deep knowledge to gain timely and cost-efficient access to

new risk classes and industries.

• Our Employees: Our professionals have extensive knowledge of the industries in which they specialize

and the complex insurance products we distribute and underwrite. We provide our employees with trusted

retail broker and insurance carrier relationships, proprietary products and innovative solutions, which

enable exceptional career advancement opportunities. We believe our reputation for helping our employees

advance their careers has made us a destination of choice for many of the most talented insurance

professionals in the industry.

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. P&C managing underwriter based on 2024 premium volume as

published in the Excess & Surplus Lines Market special report from Business Insurance. 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. We are compensated primarily through commissions and fees for the services we

provide.

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.

The E&S market has been driven by the continued emergence of large, complex, and high-hazard risks across many lines

of insurance. 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.

Compared to Admitted carriers, E&S insurance carriers often have more flexibility to quickly adjust coverage

terms, pricing, and conditions in response to market needs and dynamics. This practice is commonly referred to as

“freedom of rate and form,” which can facilitate coverage that would not otherwise be attainable. With greater flexibility,

E&S underwriters can tailor insurance products to meet emerging risks, the needs of insureds, and the risk appetite of

insurance carriers. As a result, the emergence of complex, unique, or otherwise hard-to-place risks, and the need for

specialty solutions, have driven meaningful growth within the E&S market.

Based on data from AM Best, the U.S. 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 believe the higher rate of growth of the E&S market is due to the shift towards complex risks, insulating the E&S

market from broader economic trends. We expect that this trend will continue.

2010-2024 Commercial Lines Market Size CAGR1

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 Industry2

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. Historically, smaller wholesale insurance brokers have relied on a go-to-market strategy

that is primarily predicated on facilitating access to underwriting capacity. As risks in the E&S market continue to become

more complex, increasingly global and higher hazard, simply offering market access to retail insurance brokers is no longer

sufficient. 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. This dynamic will continue the trend of market share consolidation among

the wholesale insurance brokers that have these capabilities.

Our growth has been further supported by the rapid consolidation among retail insurance brokers and the

consolidation of their wholesaler trading partner relationships. 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. 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. The trend of

wholesale panel consolidation started in 2011 among global retail insurance brokers and was subsequently replicated by

middle-market retail brokers. 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

are free from channel conflicts with their retail operations. 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. This carrier consolidation likewise provided more opportunities for a smaller group of

well-positioned insurance specialists best equipped to provide the necessary services with the requisite scale and talent.

Our core value proposition to retail insurance brokers and carriers is delivering best-in-class intellectual capital.

Our people are our source of intellectual capital. We have sought to attract, develop, and retain many of the most skilled

specialty insurance professionals in the industry. We seek to attract leading talent into our organization by offering a

purpose-driven culture, a wide range of opportunities for career advancement, and a platform for success through the

breadth of our retail insurance broker relationships. 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. 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%. We continue to make

significant investments in people. We have formalized our Producer sourcing and development program through the

establishment of Ryan Specialty University, allowing us to even more effectively cultivate talent across all specialties. We

expect this program will continue to drive growth in the future.

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 provide

insurance carriers with efficient variable-cost distribution in all 50 states through our extensive

relationships with retail brokers. 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. Binding Authority provides timely and secure access to our carrier trading

partners that have delegated underwriting authority and critical administrative and distribution

responsibilities to us through our in-house binding agreements. 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. 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. These carriers have provided us the authority to

design, underwrite, and bind coverage, and administer policies for specific risks. We also have a National

Programs Platform that, together with our MGAs and MGUs, offers commercial insurance for specific

product lines or industry classes. Ryan Specialty Underwriting Managers offers a broad distribution

platform through a network of retail, wholesale, and reinsurance brokers, including RT Specialty. 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.

We have significantly enhanced our human capital, product capabilities, and geographic footprint through

strategic acquisitions. 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. 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. We take a consistent and disciplined approach to deal structuring and integration in order to

best ensure that our partners are positioned to succeed after the acquisition.

We believe that we have a number of competitive advantages in M&A compared to our competition, including

robust access to capital, freedom of channel conflict in the retail market with our retail insurance broker clients, the ability

to leverage our distribution platform and back-office operations to drive revenue and cost synergies through a systematic

approach to integration, and a strong underlying value proposition. We have typically sought to partner with entrepreneurs

who are seeking to join a firm that can give them broader product capabilities and enhanced access to retail insurance

brokers and carriers. We believe we are the partner of choice for firms and teams seeking to benefit from the resources of a

larger organization without sacrificing culture, entrepreneurial spirit, and the desire to grow. We continuously evaluate

acquisitions, maintain a robust pipeline, and are currently in active dialogue with several potential new partners. We have

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

capabilities, natural adjacencies, and geographic footprint.

The key attributes we seek in our acquisition partners are that they have a strong track record of organic revenue

growth, have the ability to enhance our market presence, can be accretive to our business, can enhance our talent base, are

geographically diverse, provide complementary product lines, and possess a high-quality management team that is aligned

with our culture.

We leverage technology to drive both productivity and efficiency. This includes the use of generative artificial

intelligence (“AI”), analytics, and customized technology platforms to establish a competitive edge for our brokers and

underwriters, while also enhancing operational efficiencies that support our scalability across business units and

geographies. In 2025, we rolled out a proprietary version of ChatGPT for all of our employees, commenced

implementation of an enhanced workbench for our underwriters, and initiated our use of generative AI to automate certain

aspects of insurance submission intake and analysis for our underwriters.

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. In cases when certain risks do not fit into RT Connector’s highly automated

underwriting criteria, the retail insurance broker is automatically directed to our Producers and underwriters for more

traditional placement methods. This holistic approach and integrated service model allow us to better serve retail insurance

brokers because we can place their smaller-premium accounts efficiently, aggregate more of their submissions rapidly, and

bind more policies for them cost-effectively. We have also connected with several “digital first” retail trading partners as a

wholesale digital distributor. Under these arrangements, policies that do not fit our trading partner’s Admitted markets

platform are referred directly into the RT Connector platform for access to specialty and E&S solutions.

Our financial performance reflects the strength of our strategy and business model, including a 21.3% and

21.1% increase in revenue for the years ended December 31, 2025 and December 31, 2024, respectively. This rapid pace of

growth was accompanied by Diluted earnings per share of $0.47 and $0.71 in 2025 and 2024, respectively. 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. 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.

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.

P&C Insurance Market

Insurance carriers sell commercial P&C products in the United States through one of two markets: the Admitted

or “standard” market and the E&S market. 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. In the E&S market, insurance carriers have more flexibility to customize rates and coverage. This

flexibility facilitates the underwriting of risks which are characterized by a complex profile, unique nature, size or are

otherwise difficult to place. The overall top five U.S. writers of E&S products in 2024 included: Berkshire Hathaway Ins

Grp., American International Grp., Fairfax Financial (USA) Grp., W. R. Berkley Insurance Grp., and Markel Insurance

Group, with whom we maintain meaningful relationships. 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.

P&C Insurance Distribution Market

P&C insurance distribution is dependent on premium volumes in the P&C market as distributors typically

receive a commission based on a percentage of the dollar amount of the premiums placed. The dollar amount of premiums

placed is a function of both insurance rates and the underlying amount of coverage purchased, which is affected by broader

macroeconomic conditions, capital availability, and carrier loss trends in the class of risk and/or the specific insured. There

are broadly two types of insurance distributors: retail distributors (also called retail insurance brokers) and wholesale

distributors. Retail insurance brokers source insurance buyers and act as an intermediary between the insurance buyer and

insurance carriers. Wholesale distributors act as intermediaries between retail insurance brokers and insurance carriers by

assisting in the placement of “specialty” risks that are outside of the retail insurance brokers’ core expertise, complex, high-

hazard, or otherwise hard to place.

Wholesale Insurance Distribution Market

The wholesale insurance distribution market enhances efficiencies for both retail insurance brokers and

insurance carriers. Retail insurance brokers rely on wholesale distributors, such as ourselves, to assist in securing insurance

coverage for complex or specialty risks. 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. 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. Insurance carriers also

leverage our comprehensive distribution network and deep knowledge to gain timely and cost-efficient access to new risk

classes and industries.

Wholesale distributors, who are typically compensated through commissions paid on insurance policies placed

on behalf of retail insurance brokers, share a portion of these commissions with the retail insurance broker and recognize

revenue on a net basis. 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. 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. 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. This method is most similar to our

Binding Authority Specialty and utilizes in-house binding agreements, with a relatively limited scope of

delegated authority, to facilitate rapid execution.

The following summarizes the U.S. insurance distribution value chain:

How We Win

We believe our success is attributable to providing best-in-class intellectual capital, leveraging our trusted and

long-standing relationships, and developing differentiated solutions at a scale and level of quality unmatched by most of

our competitors. These characteristics have allowed us to consistently win business and grow faster than our competition.

Compete with best-in-class intellectual capital and drive consistent innovation: Historically, wholesale

distributors simply provided retail insurance brokers with E&S market access. We believe this practice is an antiquated go-

to-market approach. The inherent weakness of this model has been illuminated as retail insurance brokers have

consolidated and the risks placed into the E&S market have grown larger, have become more complex and are higher

hazard. We are able to thrive by not just providing market access, but by also constantly offering differentiated and

innovative solutions. Our professionals have extensive industry experience and deep product knowledge, allowing us to

match risk with the appropriate insurance carriers, or other capital, and develop bespoke solutions in addition to providing

distribution. By harnessing our collective knowledge, creativity, and relationships, we offer our clients and trading partners

the expertise necessary to pursue new industries and new opportunities in an increasingly complex world. In order to foster

our culture of innovation, we focus on recruiting, retaining, and developing the best-in-class wholesale professionals in the

industry.

Deep connectivity with retail brokerage firms: While we empower our Producers to develop strong

relationships with individual retail insurance brokers, we also engage with retail brokerage firms holistically. Our executive

management team has long-standing relationships with the leadership teams at numerous retail brokerage firms; many of

these relationships pre-date some of our management’s tenure at Ryan Specialty. Reporting to our executive management

team are practice leaders who are aligned to the distribution channels within many retail brokerage firms. We employ

experienced practice leaders across all broad classes of business, including property, casualty, and professional & executive

liability coverages, in addition to specialists who run highly focused distribution channels such as construction, cyber,

transportation, renewable energy, professional liability, medical stop loss and other employee benefits coverage, alternative

risk, excess casualty, and transactional liability. Through our comprehensive connectivity with retail brokerage firms, we

are able to deliver holistic, higher-quality, and more consistent solutions. We believe it takes strategic organizational

design, deep existing relationships between retail brokerage firms and executive management, practice leaders, and

individual retail producers, as well as meaningful scale and top-tier talent, to achieve this level of connectivity.

Collaborative relationships with insurance carriers: We align with our carrier trading partners, providing

them with access to specialized and often proprietary binding authority and underwriting management capabilities, broad

distribution, and deep industry expertise. We have also assisted insurance carriers that traditionally have operated in the

admitted market enter into the E&S industry. We provide our carrier trading partners with a durable value proposition with

a commitment to, and ongoing investment in, talent, technology, and governance. We offer 39 MGAs/MGUs and our

National Programs Platform, which together offer commercial insurance for specific product lines or industry classes. The

diversity of our offerings enables our carrier trading partners to cost-efficiently access new risk classes in a timely manner,

including on a delegated authority basis. We believe our carrier relationships are built on trust, industry credibility, and our

ability to deliver attractive underwriting results, growth, and scale over the long term. Our success is evident through our

ability to attract and retain industry leading specialized underwriting talent, develop new products and capabilities, onboard

additional capacity, and deepen relationships across our carrier trading partners. We work with the largest insurance

carriers in the E&S industry, which have consistently provided us long-term capital support. We are trading partners with

each of the top 25 U.S. E&S insurance carriers, as ranked by AM Best, numerous Lloyd’s syndicates, and U.K. and other

international insurance companies. As a reflection of the strength of these relationships, our carrier trading partners will

refer acquisition candidates to us, or proactively engage with us to develop new programs.

Comprehensive, full service product offering: Our success has been driven by our ability to provide broad

and innovative product offerings that continue to meet the needs of our trading partners, regardless of complexity or risk

profile. To provide this comprehensive level of service, we have developed a full suite of products, relationships, and

capabilities. 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 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. 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 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. We believe that it

would be difficult for a new entrant to replicate the intellectual capital behind the breadth and depth of our product

offerings.

Free of channel conflict with retailer brokers: Our fundamental philosophy is that our clients’ interests must

always come first. In developing our distribution strategy, we have proactively avoided channel conflicts with our clients,

including in retail insurance distribution. Many of our competitors, including some of our largest, have taken a different

approach. We believe that the divergence in strategy has facilitated and solidified our presence on the wholesale panels of

nearly all of the most significant retail brokerage firms. Our position on numerous wholesale panels and aligned interests

with retail insurance brokers enhances our reputation as a destination of choice for the most talented producers, enhances

the market opportunity for our existing Producers, and cements our position as a source of intellectual capital for insuring

specialty risks.

Visionary, iconic, and aligned leadership team: We were founded by Patrick G. 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. 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. Turner began his career in the insurance industry in 1987 and, prior to joining Ryan

Specialty, he was with CRC Insurance Services, Inc. for 10 years and was its President at the time of his departure. Messrs.

Ryan and Turner are joined by an experienced leadership team, each member of which has significant experience in the

wholesale distribution market. 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.

Our Strategy

We intend to grow our business by pursuing the following strategies:

Attract, retain, and develop human capital: Our people are the key to our success, so we have long focused

on attracting and developing the most talented professionals in the industry. 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

our commitment to Ryan Specialty University. 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.

For example, in 2025 and 2024, 71% and 78%, respectively, of our Producers grew their book of business. Our ability to

retain top talent is a core objective of our strategy, exemplified by the fact that from 2020 through 2025 our annual

retention rate has been 96% or greater.

Lead with innovation in an ever-changing market: We believe that change is inevitable and necessary. 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. 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). We

developed Ryan Re Underwriting Managers, LLC (“Ryan Re”) to serve as an MGU in collaboration with Nationwide to

create new opportunities for both organizations to grow their presence in the specialty lines market, which in turn expanded

the reach of our underwriting management services into the reinsurance market. We use generative AI, data analytic tools,

and other technologies to enhance our operational efficiencies and establish a competitive edge for our brokers and

underwriters. In addition, 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. We believe in the relentless pursuit of

innovation in order to respond to evolving market conditions and to reach underserved specialty markets.

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. These acquisitions are core to our employee benefits platform, enabling us to provide our retail

broker clients and other trading partners with employee benefits specialty products and services, including medical stop

loss, group benefit captives, pharmacy, voluntary benefits, care management, and an integrated health solution. 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. 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.

In 2025, we completed the acquisition of five companies, including Velocity Risk Underwriters, LLC, an MGU

specializing in first-party insurance coverage for catastrophe exposed properties, USQRisk Holdings, LLC, a company that

significantly expanded our alternative risk profile, and Stewart Specialty Risk Underwriting Ltd., an MGU based in

Toronto and our first significant acquisition in Canada.

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.

Pursue strategic acquisitions and align interests to enhance the network effect: Since our inception, we

have a history of successfully executing and integrating acquisitions across a diverse mix of specialties and geographies.

Our acquisition strategy is centered on increasing our intellectual capital, distribution reach, and product capabilities, which

mutually reinforce one another. We take a consistent and disciplined approach to deal structuring and integration in order

to ensure both that our partners are positioned to succeed after the acquisition and interests are aligned between ourselves

and our new teammates. 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. As we continue to grow, these positive network effects

become stronger. The connectivity among our Specialties, as well as with key trading partners, enhances the value of our

platform to recruited Producers and presents a highly attractive value proposition to acquisition partners.

Deepen and broaden our relationships with retail broker trading partners: Retail insurance brokers have

multiple wholesale distribution relationships, even those that have consolidated their wholesale panels. We believe we have

the ability to transact in even greater volume with nearly all of our existing retail brokerage trading partners. For example,

in 2025, our revenue derived from the Top 100 firms (as ranked by Business Insurance) expanded faster than our 2025

organic revenue growth rate of 10.1%. 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. 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. We believe that both M&A consolidation

and the use and reliance on scaled delegated Underwriting Management will continue to grow. National scale in E&S

distribution, underwriting expertise, and broad access to carrier capacity are key to building a cohesive binding authority

platform. 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.

Invest in operations, invest in growth: We have heavily invested in building a durable business that is able to

adapt to the continuously evolving E&S market. These investments include core operational functions, ongoing new hire

efforts, a visionary management team, and a robust acquisition integration effort. 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. 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.

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. We pride ourselves on providing strategic advice, from coverage strategy and conception all the way

through claims activity. To achieve optimal client outcomes, our professionals utilize both their expertise and our leading

capabilities and resources. 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. 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.

• 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).

Our Wholesale Brokerage Specialty has extensive relationships with blue-chip insurance carriers and retail

insurance brokers. 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). 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 also work with small- to mid-size retail

brokerage firms that do not have direct access to certain of the insurance carriers with which we do business. We continue

to benefit from the consolidation of wholesale broking relationships by many retail brokers due to our expertise, execution,

and absence of conflicts with most retail brokers’ core businesses.

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. 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. Much of this

business comprises larger-volume, smaller-premium policies with well-defined underwriting criteria that allows us to

combine swift turnaround with the authority to secure coverage regardless of the complexity of risk. The ability to quickly

process higher volume policies endows us with a significant efficiency advantage over our competitors attempting to

individually place each risk.

Our Binding Authority Producers distribute a broad scope of insurance solutions to our retail agent and broker

trading partners. Our industry distribution channels include (among others):

• General Liability: Manufacturing, Contractors, Habitational, Hospitality, Building Owners and Lessors,

Sales / Service, and Special Events.

• Property: Vacant, Coastal, Distressed, Wildfire Exposed, Warehouse, Habitational, and Difference in

Condition.

• Transportation: Primary and Excess Auto Liability, Business Auto & Public Auto, Auto Physical

Damage, Trailer Interchange, and Contingent Liability and Cargo.

• Other: Workers’ Compensation, Liquor Liability, Farm and Ranch, Builder’s Risk, Inland Marine, Motor

Truck Cargo, and Crime.

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. Professionals in the Underwriting

Management Specialty often have a meaningful percentage of their compensation tied to underwriting performance to align

interests with those of our carrier trading partners. 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. 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.

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. New LLC was formed as a Delaware limited liability

company on April 20, 2021, for the purpose of becoming, subsequent to our IPO, an intermediate holding company

between Ryan Specialty Holdings, Inc., and Ryan Specialty, LLC. 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. As Ryan Specialty, LLC is substantively the same as New LLC, for the purpose of this document

we will refer to both New LLC and Ryan Specialty, LLC as the “LLC.”

Our Recent Acquisitions

On February 3, 2025, the Company completed the acquisition of Velocity Risk Underwriters, LLC, an MGU

specializing in first-party insurance coverage for catastrophe exposed properties, based in Nashville, Tennessee.

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

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

solutions based in New York and London.

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

commercial construction, based in Dublin and Galway, Ireland.

On July 1, 2025, the Company completed the acquisition of certain assets of J.M. Wilson Corporation, a

binding authority and surplus lines broker specializing in transportation insurance, headquartered in Portage, Michigan.

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

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

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.

Clients

The insureds served by our clients operate in many businesses and industries throughout the United States, the

United Kingdom, Europe, Canada, and certain other countries in which our subsidiaries operate. Our clients are retail

brokers and agents, other intermediaries, and insurance carriers. 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).

Tax Receivable Agreement

At the time of our IPO, we entered into a Tax Receivable Agreement with current and certain former LLC

Unitholders. The Tax Receivable Agreement provides for the payment by us to the current and certain former LLC

Unitholders, collectively, of 85% of the net cash savings, if any, in U.S. federal, state, and local income taxes that we

actually realize (or in some circumstances are deemed to realize) as a result of (i) certain increases in the tax basis of assets

of the LLC and its subsidiaries resulting from purchases or exchanges of LLC Common Units (“Exchange Tax Attributes”),

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

certain favorable “remedial” partnership tax allocations to which we become entitled (if any), and (iv) certain other tax

benefits related to our entering into the Tax Receivable Agreement, including certain tax benefits attributable to payments

that we make under the Tax Receivable Agreement (“TRA Payment Tax Attributes” and collectively with Exchange Tax

Attributes and Pre-IPO M&A Tax Attributes, the “Tax Attributes”).

The rights of the current and certain former LLC Unitholders under the Tax Receivable Agreement are

assignable. We expect to benefit from the remaining 15% of the tax benefits, if any, that we may actually realize. The

actual Tax Attributes, as well as any amounts paid to the current and certain former LLC Unitholders under the Tax

Receivable Agreement, will vary depending on a number of factors, including the timing of any future exchanges, the price

of shares of our Class A common stock at the time of any future exchanges, the extent to which such exchanges are taxable,

and the amount and timing of our income and applicable tax rates. The payment obligations under the Tax Receivable

Agreement are obligations of Ryan Specialty Holdings, Inc., and not of the LLC. 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. 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.

Intellectual Property

We rely on a combination of copyright, trademark, trade dress, and trade secret laws in the United States and

other jurisdictions, as well as confidentiality procedures and contractual restrictions, to establish and protect our intellectual

property and proprietary rights. These laws, procedures, and restrictions provide only limited protection.

We have trademarks in the United States for “Ryan Specialty” and “RT Specialty.” The logo design for RT

Specialty, and numerous of our other brand names and logos, are registered as trademarks in the United States and other

jurisdictions. We have also registered numerous internet domain names related to our business. Some of our most

important brand names are not yet registered, and we rely on common-law trademark protection to protect this intellectual

property.

We enter into agreements with our employees, contractors, clients, partners, and other parties with which we do

business to limit access to, and disclosure of, our proprietary information. We cannot assure that the steps we have taken

will be sufficient or effective to prevent the unauthorized access, use, copying, or the reverse engineering of our proprietary

information, including by third parties who may use our proprietary information to develop products and services that

compete with ours. Moreover, others may independently develop products or services that are competitive with ours or that

infringe on, misappropriate, or otherwise violate our intellectual property and proprietary rights, and policing the

unauthorized use of our intellectual property and proprietary rights can be difficult. The enforcement of our intellectual

property and proprietary rights also depends on any legal actions we might bring against any such parties being successful,

but these actions are costly, time-consuming, and may not be successful, even when our rights have been infringed,

misappropriated, or otherwise violated.

Furthermore, effective copyright, trademark, trade dress, and trade secret protection may not be available in

every country in which our products are available, as the laws of some countries do not protect intellectual property and

proprietary rights to as great an extent as the laws of the United States. In addition, the legal standards relating to the

validity, enforceability, and scope of protection of intellectual property and proprietary rights are uncertain and still

evolving.

Companies in the insurance industry may own large numbers of copyrights, trademarks, and other intellectual

property and proprietary rights, and these companies and entities have and may in the future request license agreements,

threaten litigation or file suit against us based on allegations of infringement, misappropriation, or other violations of their

intellectual property and proprietary rights.

See “Risk Factors — Risks Related to Legal, Regulatory and Intellectual Property Issues” included elsewhere

in this annual report for a more comprehensive description of risks related to our intellectual property.

Regulation

Licensing

Our business activities are subject to licensing requirements and extensive regulation under the laws of the

countries, provinces, and states in which we operate. Regulatory authorities in the jurisdictions in which our operating

subsidiaries conduct business may require individual or company licensing to act as producers, brokers, agents, third-party

administrators, managing general agents, reinsurance intermediaries, or adjusters.

Under the laws of most states in the United States, Canadian Provinces, and most foreign countries, regulatory

authorities have relatively broad discretion with respect to granting, renewing, and revoking the licenses of producers,

brokers, and agents to transact business in such jurisdiction. The operating terms may vary according to the licensing

requirements, which may require that a firm operate in the jurisdiction through a local corporation. Our subsidiaries must

comply with laws and regulations of the jurisdictions in which they do business. These laws and regulations are enforced

by federal and state agencies in the United States. 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.

Excess and Surplus Compliance

The U.S. E&S market generally provides insurance for businesses that are unable to obtain coverage from

Admitted insurance carriers because of their high or complex risk profile or the unique nature or size of the risk. The

surplus lines transaction is facilitated through a licensed and regulated surplus lines broker. It is the licensed surplus lines

broker that is responsible for: (i) selecting an eligible surplus lines insurer; (ii) reporting the surplus lines transaction to

insurance regulators; (iii) remitting the premium tax due on the transaction to state tax authorities; and (iv) assuring

compliance with all the requirements of the surplus lines codes. In most states, surplus lines laws, or laws pertaining to

non-admitted insurance business, require that an insured undertake a diligent search for insurance coverage from the

admitted market prior to securing coverage from a surplus lines insurer. 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. Surplus

Lines brokers are often subject to special licensing, surplus lines tax, and/or due diligence requirements by the home state

of the insured. Fines for failing to comply with these Surplus Lines requirements, specifically for failing to comply with the

surplus lines licensing or due diligence requirements, vary by state but can range to several hundred thousand dollars.

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. 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. Many states regulate to some degree the fees that may be charged by brokers and most states impose a broker

compensation disclosure requirement. In the U.K., there are regulatory requirements in relation to the conduct of insurance

business (which may vary depending on business type), including in relation to the fair treatment of customers and acting

in their best interests, disclosure of commissions, and soliciting or accepting inducements. Firms may be fined for non-

compliance and claims/complaints may be brought by private parties.

Privacy and Cybersecurity

Our businesses are subject to various laws, rules, and regulations relating to the privacy of information

regarding clients, employees, and others.

U.S. Federal law and the laws of many states require financial institutions and entities involved in health care

insurance to protect the privacy and security of personal information. Many of these laws require notice about policies and

practices relating to collection and disclosure of personal information and regulate its retention, use, disclosure, and

disposal. 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.

Regulators and legislators have taken additional action to regulate artificial intelligence and automated decision-making

that uses personal information and affects individuals. Regulators are also expected to step up enforcement of existing

privacy law. 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. The EU GDPR imposes a range of compliance obligations relating to the collection, use, and

disclosure of personal information as well as providing individuals with certain rights about how their personal information

is processed. The U.K. has implemented various legislation focusing on data protection and privacy, including but not

limited to, the U.K. Data Protection Act 2018 and the U.K. GDPR which broadly aligns with the EU GDPR and provides

for extensive fines for noncompliance. Noncompliance with these laws could result in enforcement by government

regulators, who can impose financial penalties, as well as claims from private parties.

Competition

The wholesale brokerage, binding authority and underwriting management businesses are highly competitive

and very fragmented, although there are a limited number of truly national players. Our main competitors are national

insurance wholesale brokers, as well as numerous specialist, regional, and local firms in almost every area of our business.

We also compete with insurance and reinsurance carriers that market and service their insurance products without the

assistance of brokers or agents. Competition also comes from other businesses that do not fall into the categories above,

including commercial and investment banks and consultants that provide risk-related services and products.

Key competitive factors in our market include:

• expertise and intellectual capital;
• market access and/or product availability; and
• client service.

We believe that we compete favorably on these factors.

Human 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 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.

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 also engage

temporary employees and consultants and none of our employees are represented by unions. We offer competitive

compensation and benefits programs to attract and retain top talent. We have high employee engagement and ownership,

low turnover and consider our current relationship with our employees to be very good.

Culture and community are a priority for Ryan Specialty. We strive to promote an ecosystem that supports,

accepts, values, and promotes equality and inclusion. We safeguard and champion the health, safety, and wellbeing of our

employees and actively seek opportunities to support and serve our community. Our core values reflect a culture of

meritocracy that is inclusive and treats people equally. Every employee is recognized and assessed based on their

performance and contributions, which serves to fulfill our mission of hiring and retaining the top talent in our industry. 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. 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. As a result, we

provide training and development programs for our newest teammates, that embed teaching of our core values, along with

those essential critical elements of building an inclusive environment. Our training approach is critical for our future

growth and ability to recruit and develop the best of the best. We also partner with a number of nonprofit, community, and

industry organizations to attract, support, develop, and retain diverse talent.

Availability of SEC Filings

Our internet address is www.ryanspecialty.com. We are subject to the informational requirements of the

Exchange Act and, in accordance therewith, we file annual, quarterly, and current reports and other information with the

SEC. Copies of our reports on Forms 10-K, 10-Q, 8-K, and all amendments to those reports filed with the SEC, and any

reports of beneficial ownership of our Common Stock filed by executive officers, directors, and beneficial owners of more

than 10% of our outstanding common stock are posted on, and may be obtained through, our investor relations website,

ir.ryanspecialty.com, or may be requested in print, at no cost, by email at ir@ryanspecialty.com or by mail at Ryan

Specialty Holdings, Inc., 155 North Wacker Drive, Suite 4000, Chicago, Illinois 60606, Attention: Investor Relations.

ITEM 1A. RISK FACTORS

Our operating and financial results are subject to various risks and uncertainties. The risks and uncertainties

described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we

currently believe are not material, may also become important factors that affect us. If any of the following risks occur, our

business, financial condition, operating results, and prospects could be materially and adversely affected. Because of the

following factors, as well as other factors affecting our businesses, financial condition, operating results, and prospects,

past financial performance should not be considered a reliable indicator of future performance, and investors should not

rely on historical trends to anticipate trends or results in the future.

Risk Factors Summary

Our business is subject to numerous risks and uncertainties and you should carefully consider all the

information presented in the section entitled “Risk Factors” in this Annual Report. 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;
• 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;
• 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.

These and other risks are more fully described below. If any of these risks actually occurs, our business,

financial condition, results of operations, cash flows, and prospects could be materially and adversely affected.

Risks Related to Our Business and Industry

If we fail to successfully recruit and retain our management team, revenue producers, including wholesale brokers and

underwriters, and other key employees, and plan and prepare for the succession of our senior management, we may not

be able to execute our business strategy.

Our success depends on our ability to attract, retain, and develop skilled and experienced personnel. There is

significant competition within the insurance industry and from businesses outside the industry for exceptional employees,

especially in key positions. If we are not able to successfully attract, retain, develop, and motivate our employees, and plan

and prepare for the succession of our senior management, our business, financial results, and reputation could be materially

and adversely affected. Our success and future performance depend in part upon the continued services of our executive

officers, senior management, and other highly skilled personnel. In 2024, we effectuated our management transition plan

involving our Chief Executive Officer, President, and Chief Financial Officer. Effective management of future succession

planning, including succession plans for our current CEO and other senior management positions, is important for the

continued success of the Company. Inadequate succession planning, and the execution thereof, could have an adverse

effect on our business, results of operations, financial condition, and liquidity.

The loss of personnel who manage important client and carrier relationships for our products could adversely

affect our operations and execution of our future growth strategies. Competition for revenue producers including wholesale

brokers and underwriters is intense. Our ability to recruit and retain these professionals is critical to the success of our

business. We cannot provide assurance that any of the wholesale brokers or underwriters who leave our firm will comply

with the provisions of their employment and stock grant agreements that preclude them from competing with us or

soliciting our clients and employees, or that these provisions will be enforceable under applicable law or sufficient to

protect us from the loss of any business.

The law governing non-compete agreements and other forms of restrictive covenants varies from state to state

with some states permitting very limited use of non-compete and other restrictive covenants and others allowing greater

degrees of enforceability of the types of restrictive covenants, and forfeiture and clawback clauses, we utilize. At the

federal level, the future legal landscape regarding non-competes is uncertain. In April 2024, the Federal Trade Commission

(“FTC”) finalized a rule broadly prohibiting the use of non-compete clauses, with limited exceptions for existing non-

competes for senior executives. Although the rule was set to take effect in September 2024, federal courts enjoined its

enforcement shortly before implementation. Following the 2024 U.S. presidential election, the new presidential

administration halted appeals of these rulings and signaled a departure from the prior administration’s position. As a result,

the FTC’s finalized rule broadly prohibiting most non-compete clauses is not currently in effect, and its future remains

uncertain. As a result, there is ongoing uncertainty regarding the future enforceability of non-compete agreements with

employees in the United States. If future legislation, judicial decisions, or regulatory actions further limit or invalidate the

use of non-compete agreements, our ability to prevent former employees from using their knowledge of our business and

operations to compete with us could be limited.

Our business may be harmed if we lose our relationships with retail brokers, insurance carriers, or other trading

partners, we fail to maintain good relationships with retail brokers, insurance carriers, or other trading partners, we

become dependent upon a limited number of retail brokers, insurance carriers, or other trading partners or we fail to

develop new retail broker, insurance carrier, or other trading partner relationships.

Our business typically enters into contractual relationships with insurance carriers, retail brokers, and other

trading partners that are sometimes unique to us, but nonexclusive and terminable on short notice by either party for any

reason. In many cases, insurance carriers also have the ability to amend the terms of our agreements unilaterally on short

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

All companies that maintain sensitive or confidential data or utilize technology are subject to the threat of

unauthorized persons gaining unapproved access to systems or components of systems. In order to mitigate this threat to

our business, we take a comprehensive approach to cybersecurity risk management. We have devoted significant resources

to implement and maintain cybersecurity measures to meet regulatory requirements and the expectations of our clients,

trading partners, and other stakeholders. We intend to continue to evolve our cybersecurity defenses and strategy and to

make significant investments to maintain the security of our data and cybersecurity infrastructure.

We face a number of cybersecurity risks in connection with our business. As of the date of this report, we are

not aware of any cybersecurity incidents that materially impacted the Company in the last three years. Although such risks

have not materially affected us, including our business strategy, results of operations or financial condition to date, we

have, from time to time, experienced threats to and unauthorized persons gaining unapproved access to, including breaches

of, our data and systems, including insider threats and phishing attacks. For more information about the cybersecurity risks

we face, see “Risk Factors – We rely on the efficient, uninterrupted, and secure operation of complex information

technology systems and networks to operate our business. Any significant system or network disruption due to a breach in

the security of our information technology systems could have a negative impact on our reputation, regulatory compliance

status, operations, sales, and operating results” included elsewhere in this Annual Report

Risk Management and Strategy

Ryan Specialty’s processes for assessing, identifying, and managing material risks from cybersecurity threats is

integrated into our overall enterprise risk management program, which is overseen by the Audit Committee of the Board

(the “Audit Committee”). The Audit Committee is charged with reviewing our cybersecurity processes for assessing key

strategic, operational and compliance risks. The Audit Committee then provides updates on significant cybersecurity

matters to the Board periodically. We have established comprehensive cybersecurity policies, standards, processes,

practices, and controls to mitigate the risk of cyber threats, and we continually invest in prevention and detection

technology and employee training to enhance our cybersecurity posture. Our cybersecurity risk management program

leverages and strives to align with the U.S. National Institute of Standards and Technology Cybersecurity Framework,

which organizes cybersecurity risks into five categories: identify, protect, detect, respond, and recover.

Collaboration

Our cybersecurity risks are identified and addressed through a comprehensive, cross-functional approach. Key

security, risk, legal, compliance, IT, and business leaders meet regularly to develop strategies for preserving the

confidentiality, integrity, and availability of Company, employee, and third-party information provided to us; identifying,

preventing, and mitigating cybersecurity threats; and effectively responding to cybersecurity incidents. We maintain

controls and procedures that are designed to ensure prompt escalation of certain cybersecurity incidents so that decisions

regarding legal and regulatory compliance, public disclosure, and reporting of such incidents can be made by management

and presented to the Audit Committee and the Board, as necessary, in a timely manner.

Risk Assessment and Technical Safeguards

Our Information Security Steering Committee (the “Security Committee”), which is led by our Company’s

Chief Information Security Officer (“CISO”), meets quarterly to prioritize and align actions with business priorities,

manage issues, and respond to changes in regulatory requirements. At least annually, we conduct a cybersecurity risk

assessment that takes into account information from internal stakeholders, known security vulnerabilities, and information

from external sources (e.g., reported security incidents that have impacted other companies, industry trends, and

evaluations by third parties and consultants) and includes a tabletop exercise and external and internal penetration testing.

The results of the assessment are used to drive alignment on, and prioritization of, initiatives to enhance our preventive and

detective security controls, make recommendations to improve processes, and inform a broader enterprise-level risk

assessment that is presented to members of management, the Audit Committee, which is comprised solely of independent

directors, and the Board, when necessary. Throughout the year we do vulnerability testing. We regularly assess and deploy

technical safeguards designed to protect our information systems from cybersecurity threats. Such safeguards are regularly

evaluated and improved based on industry best practices, vulnerability assessments, cybersecurity threat intelligence, input

from consultants, and incident response experience.

Monitoring and Incident Response Plan

Information Security risks are monitored by our security operations center team along with managed services

providing 24x7x365 monitoring and response. Ryan Specialty retains third-party resources with a leading cybersecurity

company for incident response when needed, including remediation. We apply lessons learned from our defense and

monitoring efforts to help manage and prevent future incidents. We have established a comprehensive incident response

plan that is regularly tested and evaluated to confirm its effectiveness. In the event our CISO determines a cybersecurity

incident needs to be escalated, she engages our critical escalation team who, with the assistance of third-party consultants,

will make the determination as to whether the incident is material and whether escalation to senior management, the Audit

Committee, and/or the Board is required.

Third-Party Risk Assessments

We conduct information security assessments before sharing or allowing the hosting of sensitive data in

computing environments managed by third parties, and our standard terms and conditions contain contractual provisions

requiring certain security protections and require those vendors and providers, that meet certain risk profiles, to meet

appropriate security requirements, controls, and responsibilities.

Education and Awareness

Our policies require each of our employees to contribute to our data security efforts. We regularly remind

employees of the importance of properly handling and protecting Company, employee, and third-party data, including

through annual privacy and security training to enhance employee awareness of how to recognize, detect, and respond to

cybersecurity threats. In addition to the annual training requirements, we regularly send employees mock phishing emails

to test their ability to assess incoming email threats.

For companies that we acquire, our integration efforts include, where appropriate, workable timelines for

alignment on information security, data privacy, cybersecurity, and employee education.

Governance

Board Oversight

The Audit Committee oversees our overall enterprise risk assessment and risk management policies including

risks related to cybersecurity. The Board and Audit Committee set the tone at the top by providing oversight and

establishing expectations for the overall effectiveness and efficiency of the information security program. Each quarter, our

CISO provides a quarterly update to the Audit Committee about our cybersecurity program, including detection,

mitigation, and remediation of significant incidents, if any, that occurred during the quarter. Additionally, on an annual

basis, the CISO delivers reports to the Board and Audit Committee with an annual cybersecurity risk assessment that

includes information concerning the prevention, detection, mitigation, and remediation of cybersecurity incidents, if any,

including material security risks and information security vulnerabilities. The Audit Committee provides a quarterly

summary of all important issues to the full Board.

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. 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. The Security Steering Committee has many years of valuable business experience

managing risks and developing and implementing cybersecurity policies and procedures. 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.

ITEM 2. PROPERTIES

Our corporate headquarters are in Chicago, Illinois, where we currently lease just under 50,000 square feet of

office space under a leased space that incorporates our remote work flexibility into our post-pandemic operating model and

we will continue to look at all of our offices to maximize size and efficiency. We 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

From time to time, we may be involved in various legal proceedings and subject to claims that arise in the

ordinary course of business. Although the results of litigation and claims are inherently unpredictable and uncertain, we are

not presently a party to any litigation the outcome of which, we believe, if determined adversely to us, would individually

or taken together have a material adverse effect on our business, operating results, cash flows, or financial condition. For

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.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of

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.

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. On February 27,

2024, our Board declared a one-time special cash dividend of $0.23 per share on our outstanding Class A common stock. In

addition, the Board initiated a regular quarterly dividend of $0.11 per share on our outstanding Class A common stock.

Both the special and regular quarterly dividend were paid on March 27, 2024. 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. 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 payment of future cash dividends is subject to future declaration by our Board, which will be based in part on

continued capital availability, market conditions, applicable laws and agreements, and our Board continuing to determine

that the declaration of dividends is in the best interests of our stockholders. Additionally, because we are a holding

company, our ability to pay dividends on our Class A common stock may be limited by restrictions on the ability of our

subsidiaries to pay dividends or make distributions to us. Any future determination to pay dividends will be at the

discretion of our Board, subject to compliance with covenants in current and future agreements governing our and our

subsidiaries’ indebtedness, including our Credit Agreement and the indenture which governs our Senior Secured Notes, and

will depend on our results of operations, financial condition, capital requirements, and other factors that our Board deems

relevant.

Under the terms of the LLC Operating Agreement, the LLC is obligated to make tax distributions to current and

future LLC Unitholders, including us, with such distributions to be made on a pro rata basis among the LLC Unitholders

based on the LLC’s net taxable income and without regard to any applicable basis adjustment under Section 743(b) of the

Code. These tax distributions may be substantial and will likely exceed (as a percentage of the LLC’s income) the overall

effective tax rate applicable to a similarly situated corporate taxpayer. As a result, it is possible that we will receive

distributions significantly in excess of our tax liabilities and obligations to make payments under the Tax Receivable

Agreement.

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.

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.

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. The issuance was made in reliance on the exemption from the registration requirements of the

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.

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, 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 7. s Discussion and Analysis of Financial Condition and Results of Operations

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

OPERATIONS

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

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

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

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

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

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

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

Results of Operations

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

business operations:

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

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

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

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

further discussion of how these metrics are calculated.

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

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

Comparison of the Years Ended December 31, 2025 and 2024

Revenue

Total Revenue

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

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

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

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

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

book of business at the end of 2024;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

contributions from the JM Wilson acquisition.

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

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

and contributions from the JM Wilson acquisition.

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

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

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

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

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

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

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

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

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

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

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

commissions recognized from recent acquisitions.

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

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

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

Expenses

Compensation and Benefits

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

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

increase:

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

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

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

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

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

and

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

associated with recent acquisitions.

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

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

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

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

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

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

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

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

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

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

General and Administrative

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

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

increase:

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

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

fees;

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

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

exchange; and

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

transaction-related, and integration costs.

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

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

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

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

Amortization

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

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

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

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

acquisition activity during the year.

Interest Expense, Net

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

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

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

Other Non-Operating Loss (Income)

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

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

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

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

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

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

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

$0.5 million of sublease income.

Income Before Income Taxes

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

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

Income Tax Expense

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

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

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

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

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

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

Net Income

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

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

Comparison of the Years Ended December 31, 2024 and 2023

Revenue

Total Revenue

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

acquisitions related to our first twelve months of ownership;

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

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

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

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

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.

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

primarily due to strong organic growth within the Specialty.

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

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

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

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

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

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

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

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

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

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

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

commissions recognized from acquisitions completed in 2024.

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

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

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

completed in the second half of 2023.

Expenses

Compensation and Benefits

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

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

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

Net commissions and fees discussed above;

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

associated with recent acquisitions;

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

ACCELERATE 2025 program;

• An increase of $11.2 million was driven by Acquisition-related expense associated with recent acquisitions;
• A net increase of $9.3 million was driven by equity-based compensation, caused by an increase of $21.0

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

related expenses; and

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

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

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

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

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

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

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

General and Administrative

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

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

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

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

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

and

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

and related expense associated with the ACCELERATE 2025 program.

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

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

Amortization

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

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

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

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

increase generated by the US Assure acquisition.

Interest Expense, Net

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

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

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

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

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

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

respectively.

Other Non-Operating Loss

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

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

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

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

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

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

rates.

Income Before Income Taxes

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

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

Income Tax Expense

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

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

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

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

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

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

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

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

Net Income

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

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

Non-GAAP Financial Measures and Key Performance Indicators

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

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

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

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

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

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

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

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

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

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

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

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

Organic Revenue Growth Rate

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

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

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

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

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

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

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

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

excluding contingent commissions growth rate and revenue from sold businesses.

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

prior year net commissions and fees excluding contingent commissions.

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

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

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

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

excluding contingent commissions.

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

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

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

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

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

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

expense ratio.

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

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

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

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

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

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

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

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

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

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

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

income in “Adjusted EBITDAC and Adjusted EBITDAC Margin”.

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

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

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

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

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

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

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

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

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

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

income in “Adjusted EBITDAC and Adjusted EBITDAC Margin”.

Adjusted EBITDAC and Adjusted EBITDAC Margin

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

of existing equity awards at IPO.

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

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

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

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

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

Net income margin.

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:

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

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

commissions.

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

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

Adjusted Net Income and Adjusted Net Income Margin

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

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

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

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

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

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

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

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

Company owned 100% of the LLC.

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:

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

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

EBITDAC and Adjusted EBITDAC Margin.”

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

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

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

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

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

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

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

Adjusted Diluted Earnings Per Share

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

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

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

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

financial metric is Diluted earnings per share.

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:

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

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

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

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

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

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

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

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

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

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

footnotes to the consolidated financial statements in this Annual Report.

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

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

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

2023, respectively.

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

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

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

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

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

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

respectively.

Liquidity and Capital Resources

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

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

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

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

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

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

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

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

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

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

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

acquisition program.

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

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

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

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

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

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

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

repurchase up to $300 million of its outstanding Class A common stock. Share repurchases may be made from time to time

on the open market, in privately negotiated transactions, using Rule 10b5-1 trading plans, as accelerated share repurchases,

or in any other manner that complies with the applicable securities law. The timing of purchases and number of shares

repurchased under the program will depend upon a variety of factors including the Company’s stock price, trading volume,

working capital or other liquidity requirements, and market conditions. The Company is not obligated to purchase any

shares under the program and the program may be suspended or discontinued at any time without notice.

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

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

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

successfully and harm the results of our operations.

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

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

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

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

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

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

Balance Sheets.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

accounts and used for general corporate purposes.

Credit Facilities

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

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

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

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

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

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

interest rate and will mature on February 1, 2030.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

mature on August 1, 2032.

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

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

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

Tax Receivable Agreement

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

benefit of 15% of these cash savings.

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

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

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

investing, and financing activities is as follows:

Cash Flows From Operating Activities

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

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

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

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

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

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

million.

Cash Flows From Investing Activities

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

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

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

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

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

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

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

capital expenditures.

Cash Flows From Financing Activities

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Contractual Obligations and Commitments

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

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

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

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

contractual obligations.

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

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

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

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

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

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

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

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

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

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

future cash outflows associated with these arrangements.

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

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

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

associated with these contingent consideration agreements.

Critical Accounting Policies and Estimates

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

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

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

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

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

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

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

further information on the critical accounting estimates and policies.

Business Combinations

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

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

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

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

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

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

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

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

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

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

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

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

Acquired Customer Relationships

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

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

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

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

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

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

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

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

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

Contingent Consideration

The Company recognizes contingent consideration liabilities and contingently returnable consideration resulting

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

consideration.

Income Taxes

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

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

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

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

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

$288.0 million and $429.9 million, respectively.

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

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

a quarterly basis to conclude whether they are more likely than not to be realized. In completing this evaluation related to

the Company’s deferred tax asset in the investment in the LLC, we consider all available positive and negative evidence,

including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning

strategies, carryback potential if permitted under the applicable tax law, and results of recent operations. Projected future

taxable income is based on Board-approved budgets and long-term assumptions, which include revenue growth and

operating margins, among other factors. Estimating future taxable income is inherently uncertain and requires judgment.

We exclude any projected M&A activity from this evaluation.

To the extent we do not generate sufficient federal taxable income to realize a deferred tax asset in any given

year, it would result in a federal net operating loss (“NOL”) that is available to us to utilize over an indefinite carryforward

period to fully realize the deferred tax assets. Given our historical ability to generate federal taxable income and our

projected future taxable income, and the indefinite carryforward period available for federal NOLs, we consider it more

likely than not that we will realize this deferred tax asset. If we determine in the future that we will not be able to fully

utilize all or part of this deferred tax asset, we would record a valuation allowance through earnings in the period the

determination was made, which would have an adverse effect on our results of operations and earnings in those future

periods.

Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Other

than those potential impacts, we do not believe there is a reasonable likelihood there will be a material change in our tax

related balances or valuation allowances. However, due to the complexity of some of these uncertainties, the ultimate

resolution may result in a payment that is materially different from the current estimate of the tax liabilities.

Tax Receivable Agreement Liabilities

In connection with the Organizational Transactions and IPO, the Company entered into a TRA with current and

certain former LLC Unitholders. Amounts payable under the TRA are contingent upon, among other things, (i) the

generation of future taxable income over the term of the TRA and (ii) future changes in tax laws, including tax rate

changes. If we do not generate sufficient taxable income in the aggregate over the term of the TRA to utilize the tax

benefits, then we would not be required to make the related TRA payments. Therefore, we only recognize a liability for

TRA payments if we determine it is probable that we will generate sufficient future taxable income over the term of the

TRA to utilize the related tax benefits. Projecting future taxable income is inherently uncertain and requires judgment. In

projecting future taxable income, we consider our historical results and incorporate assumptions from our Board-approved

budgets and longer-term assumptions, which include revenue growth and operating margins, among other factors. We

exclude any projected M&A activity from this evaluation.

As of December 31, 2025 and 2024, we recognized $459.0 million and $436.3 million, respectively, of

liabilities relating to our obligations under the TRA, after concluding that it was probable that we would have sufficient

future taxable income to utilize the related tax benefits. There were no transactions subject to the TRA for which we did not

recognize the related liability, as we concluded that we would have sufficient future taxable income to utilize all of the

related tax benefits that have been generated since the IPO. If a valuation allowance is recorded against the deferred tax

assets subject to the TRA in a future period, the corresponding TRA liability may not be considered probable, resulting in

the liability being removed from the Consolidated Balance Sheets and recorded in Other non-operating loss (income) on

the Consolidated Statements of Income. Refer to “Note 17, Income Taxes” in the consolidated financial statements in this

Annual Report for further information on the estimates involved in income taxes and the TRA liability.

Recent Accounting Pronouncements

For a description of recently issued accounting pronouncements see “Note 2, Summary of Significant

Accounting Policies” in the footnotes to the consolidated financial statements in this Annual Report.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks in the day-to-day operations of our business. Market risk is the potential

loss arising from adverse changes in market rates and prices, such as interest and foreign currency exchange rates.

Foreign 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. 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. 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.

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 fair value of the Term Loan approximates the carrying amount as of

December 31, 2025, as determined based upon information available.

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:

(1) To the extent SOFR falls below 0.00%, 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. 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. 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 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.

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.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

To the shareholders and the Board of Directors of Ryan Specialty Holdings, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Ryan Specialty Holdings, Inc., and subsidiaries (the

“Company”) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income,

stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related

notes (collectively referred to as the “financial statements”). We also have audited the Company’s internal control over

financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework

(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the

Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years

in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of

America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial

reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013)

issued by COSO.

Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over

financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the

accompanying Management Report on Internal Control. Our responsibility is to express an opinion on these financial

statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public

accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are

required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the

applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and

perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement,

whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material

respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the

financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits

also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting

included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness

exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our

audits also included performing such other procedures as we considered necessary in the circumstances. We believe that

our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and

procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded

as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and

that receipts and expenditures of the company are being made only in accordance with authorizations of management and

directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below arises from the current-period audit of the financial statements that were

communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are

material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The

communication of critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole,

and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter

or on the accounts or disclosures to which they relate.

Mergers and Acquisitions – Valuation of Certain Newly Acquired Customer Relationships — Refer to Notes 2, 4, and 6

to the consolidated financial statements

Critical Audit Matter Description

The Company completed the acquisitions of Velocity Risk Underwriters, LLC (“Velocity”), J.M. Wilson Corporation (“JM

Wilson”), and Stewart Specialty Risk Underwriting Ltd. (“SSRU”) during the year ended December 31, 2025, and

allocated $307.3 million of purchase consideration to customer relationships. The Company accounts for transactions that

represent business combinations under the acquisition method of accounting, which requires the Company to allocate the

total consideration transferred for each acquisition to the assets acquired and liabilities assumed based on their fair values

as of the date of acquisition, including identifiable intangible assets.

The allocation of the total consideration for Velocity, JM Wilson, and SSRU utilizes significant estimates in determining

the fair values of identifiable assets acquired, especially with respect to intangible assets. Estimating the fair value for

Velocity, JM Wilson, and SSRU, at the applicable acquisition dates, involves significant judgments, including projecting

the future financial performance of the acquired businesses.

Auditing the purchase price allocated to identifiable intangible assets, specifically customer relationships, involved a high

degree of auditor judgment related to management’s assumptions and estimates. The significant assumptions used to

estimate the fair value of the customer relationships included discount rates, attrition rates, and revenue growth rates. These

assumptions are forward-looking and could be affected by future economic and market conditions.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the valuation of acquired customer relationships for Velocity, JM Wilson, and SSRU

included the following, among others:

• We tested the design, implementation and operating effectiveness of internal controls that address the risks of

material misstatements relating to the purchase price allocated to customer relationships, including management’s

controls over the assumption setting including discount rates, attrition rates, and revenue growth rates.

• We compared the purchase price allocated to customer relationships to comparable transactions within the

industry.

• With the assistance of our internal fair value specialists, we performed the following:
  • We evaluated the reasonableness of the valuation methodology.
  • We evaluated the reasonableness of significant assumptions used to estimate purchase price allocated to

customer relationships including discount rates, attrition rates, and revenue growth rates.

• We reperformed the mathematical accuracy of the calculation of customer relationships.

/s/ Deloitte & Touche LLP

Chicago, Illinois

February 13, 2026

We have served as the Company’s auditor since 2011.

See accompanying Notes to the Consolidated Financial Statements

See accompanying Notes to the Consolidated Financial Statements

See accompanying Notes to the Consolidated Financial Statements

See accompanying Notes to the Consolidated Financial Statements

See accompanying Notes to the Consolidated Financial Statements

Ryan Specialty Holdings, Inc.

Notes to the Consolidated Financial Statements

(Tabular amounts presented in thousands, except share and per share data)

1. BASIS OF PRESENTATION

Nature of Operations

Ryan Specialty Holdings, Inc. (the “Company”) is a service provider of specialty products and solutions for insurance

brokers, agents, and carriers. These services encompass distribution, underwriting, product development, administration,

and risk management by acting as a wholesale broker and a managing underwriter or a program administrator with

delegated authority from insurance carriers. The Company’s offerings cover a wide variety of sectors including

commercial, industrial, institutional, governmental, and personal through one operating segment, Ryan Specialty. With the

exception of the Company’s equity method investments, the Company does not take on any underwriting risk.

The Company is headquartered in Chicago, Illinois, and has operations in the United States, the United Kingdom, Europe,

Canada, India, and Singapore. The Company’s Class A common stock is traded on the New York Stock Exchange under

the ticker symbol “RYAN”.

Organization

Ryan Specialty Holdings, Inc. was formed as a Delaware corporation on March 5, 2021, for the purpose of completing an

IPO and to carry on the business of the LLC. New Ryan Specialty, LLC, or New LLC, was formed as a Delaware limited

liability company on April 20, 2021, for the purpose of becoming, subsequent to our IPO, an intermediate holding

company between Ryan Specialty Holdings, Inc. and the LLC. The Company is the sole managing member of New LLC.

New LLC is a holding company with its sole material asset being a controlling equity interest in the LLC. The Company

operates and controls the business and affairs of the LLC through New LLC and, through the LLC, conducts its business.

Accordingly, the Company consolidates the financial results of New LLC, and therefore the LLC, and reports the non-

controlling interests of New LLC’s Common Units on its consolidated financial statements. As the LLC is substantively

the same as New LLC, for the purpose of this document, we will refer to both New LLC and the LLC as the “LLC”. As of

December 31, 2025, the Company owned 49.1% of the outstanding LLC Common Units.

Basis of Presentation

The accompanying consolidated financial statements and notes thereto have been prepared in accordance with U.S. GAAP.

The consolidated financial statements include the Company’s accounts and those of all controlled subsidiaries. In the

opinion of management, the consolidated financial statements include all normal recurring adjustments necessary to present

fairly the Company’s consolidated financial position, results of operations, and cash flows for all periods presented.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries that it controls due to

ownership of a majority voting interest or pursuant to variable interest entity (“VIE”) accounting. All intercompany

transactions and balances have been eliminated in consolidation.

The Company, through its intermediate holding company New LLC, owns a minority economic interest in, and operates

and controls the businesses and affairs of, the LLC. The LLC is a VIE of the Company and the Company is the primary

beneficiary of the LLC as the Company has both the power to direct the activities that most significantly impact the LLC’s

economic performance and has the obligation to absorb losses of, and receive benefits from, the LLC, which could be

significant to the Company. Accordingly, the Company has prepared these consolidated financial statements in accordance

with Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”). ASC 810 requires that if an entity is

the primary beneficiary of a VIE, the assets, liabilities, and results of operations of the VIE should be included in the

consolidated financial statements of such entity. The Company’s relationship with the LLC results in no recourse to the

general credit of the Company and the Company has no contractual requirement to provide financial support to the LLC.

The Company shares in the income and losses of the LLC in direct proportion to the Company’s ownership percentage.

Use of Estimates

The preparation of the consolidated financial statements and notes thereto requires management to make estimates,

judgments, and assumptions that affect the amounts reported in the consolidated financial statements and in the notes

thereto. Such estimates and assumptions could change in the future as circumstances change or more information becomes

available, which could affect the amounts reported and disclosed herein.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Segment Reporting

In accordance with ASC 280, Segment Reporting, Ryan Specialty’s operations are reported as a single operating and

reporting segment. See Note 19, Segment Reporting, for additional information on the Company’s segment reporting.

Revenue Recognition

The Company generates revenues primarily through commissions and fees from customers, as well as compensation from

insurance and reinsurance companies for services provided to them.

The Company incurs both costs to fulfill contracts, principally in pre-placement activities, and costs to obtain contracts,

principally through certain sales commissions paid to employees. For situations in which the renewal period is one year or

less and renewal costs are commensurate with the initial contract, the Company applies a practical expedient and

recognizes the costs of obtaining a contract as an expense when incurred.

Net Commissions and Policy Fees

Net commissions and policy fees revenue is primarily based on a percentage of premiums or fees received for an agreed-

upon level of service. The Company’s customers for this revenue stream are agents of the insured. The net commissions

and policy fees are recognized at the point in time when an insurance policy is bound and issued, which occurs on the later

of the policy effective date or the date the Company receives a request to bind coverage from the customer. Most insurance

premiums are subject to cancellations; therefore, commission revenue is considered to be variable consideration at the

contract effective date and is recognized net of a constraint for estimated policy cancellations. Estimated policy

cancellations are based upon the Company’s historical cancellations. Any endorsement made to a contract is treated as a

new contract with revenue recognized on the later of the endorsement effective date or the date the Company receives a

request to bind coverage from the customer.

Supplemental and Contingent Commissions

Supplemental and contingent commissions are additional revenues paid to the Company based on the volume and/or

underwriting profitability of the eligible insurance contracts placed. The Company’s performance obligation is satisfied and

revenue is recognized over time using the output method as the Company places eligible or profitable policies. For this

revenue stream, the customer is the carrier as the carrier is the entity that will ultimately pay the Company additional

revenues once certain volume and/or profitability targets are achieved by the carrier. Because of the limited visibility into

the satisfaction of performance indicators outlined in the contracts, the Company constrains such revenues until the time

that the carrier provides explicit confirmation of amounts owed to the Company to avoid a significant reversal of revenue

in a future period. The uncertainty regarding the ultimate transaction price for contingent commissions is principally the

profitability of the underlying insurance policies placed as determined by the development of loss ratios maintained by the

carriers. The uncertainty is resolved over the contractual term as actual results are achieved.

Loss Mitigation Fees

Loss mitigation fees, or mergers and acquisitions (“M&A”) fees, consist of revenue earned from the review of due

diligence and other relevant information in underwriting a risk. The customer of this revenue stream is the agent of the

insured. The performance obligation is the production of an Expense Agreement (“EA”) or Letter of Intent (“LOI”). As the

M&A fees are not dependent on the outcome of the risk being insured, the Company recognizes these fees at the point in

time when control transfers to the customer, which occurs on the effective date of an executed EA or LOI.

Disaggregation of Revenue

Wholesale Brokerage revenue primarily includes insurance commissions and fees for services rendered to retail agents and

brokers, as well as supplemental and contingent commissions from carriers. Wholesale Brokerage distributes a wide range

and diversified mix of specialty property, casualty, professional lines, and workers’ compensation insurance products from

insurance carriers to retail brokerage firms.

Binding Authority revenue primarily includes insurance commissions, including supplemental and contingent commissions

from carriers. The Company’s binding authorities receive underwriting authority from a variety of carriers for both

Admitted and non-admitted business for small- to mid-size risks. Wholesale binding authorities generally have authority to

bind coverage on behalf of an insurance carrier for a specific type of risk, subject to agreed-upon guidelines and limits.

Wholesale binding authorities receive submissions for insurance directly from retail brokers, evaluate price, make

underwriting decisions regarding these submissions, and bind and issue policies on behalf of insurance carriers. Wholesale

binding authorities are typically created to handle large volumes of small-premium policies across commercial and

personal lines within strictly defined underwriting criteria. Binding authorities allow the insured to access additional capital

and the carrier to efficiently aggregate its distribution.

Underwriting Management revenue primarily includes insurance commissions, including contingent commissions for

placing profitable business with carrier partners, reinsurance commissions, and loss mitigation fees. Underwriting

Management provides retail and wholesale brokers specialty market expertise in distinct and complex market niches

underserved in today’s marketplace through MGUs, which act on behalf of insurance carriers that have given the Company

the authority to underwrite and bind coverage for specific risks in a cost-effective manner, and programs that offer

commercial and personal insurance for specific product lines or industry classes.

Contract Balances

Contract assets, which arise primarily from the Company’s supplemental and contingent commission arrangements,

medical stop loss business, and multi-year structured solutions business, are included within Commissions and fees

receivable – net on the Consolidated Balance Sheets. These assets relate to the unbilled amounts of services for which the

Company recognizes revenue over time. Payment related to contract assets is typically due within one year of the

completed performance obligation. Occasionally, the Company receives cash payments from customers in advance of the

Company’s performance obligation being satisfied, which represent a contract liability and are included within Accounts

payable and accrued liabilities on the Consolidated Balance Sheets. Contract liabilities are recognized as revenue when the

performance obligations are satisfied.

Cash and Cash Equivalents

Cash and cash equivalents include cash 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. Interest income is

recognized in Interest expense, net on the Consolidated Statements of Income.

Commissions and Fees Receivable

The Company earns commissions and fees through its Wholesale Brokerage, Binding Authority, and Underwriting

Management Specialties. The Company records a receivable once a performance obligation is satisfied. In some instances,

the Company advances premiums on behalf of clients, or advances claims payments and refunds to clients on behalf of

underwriters. These amounts are reflected within Commissions and fees receivable – net on the Consolidated Balance

Sheets.

The Company’s receivables are shown net of an allowance for expected credit losses, which is estimated based on a

combination of factors, including evaluation of historical write-offs, current economic conditions, aging of balances, and

other qualitative and quantitative analyses.

Fiduciary Assets, Fiduciary Liabilities, and Related Income

In its role as an insurance intermediary, the Company collects and remits amounts between insurance agents and brokers

and insurance underwriters. Because these amounts are collected on behalf of third parties, they are excluded from the

measurement of the transaction price. Similarly, the Company elected to exclude surplus lines taxes from the measurement

of the transaction price, as these are assessed by and remitted to governmental authorities. The Company recognizes

fiduciary amounts collectible and held on behalf of others, including insurance policyholders, clients, other insurance

intermediaries, and insurance carriers, as Fiduciary cash and receivables on the Consolidated Balance Sheets. Cash and

cash equivalents held in excess of the amount required to meet the Company’s fiduciary obligations are recognized as Cash

and cash equivalents on the Consolidated Balance Sheets. The Company recognizes premiums, claims payable, and surplus

lines taxes as Fiduciary liabilities on the Consolidated Balance Sheets. The Company does not have any rights or

obligations in connection with these amounts with the exception of segregating these amounts from the Company’s

operating accounts and liabilities.

Unremitted insurance premiums are held in a fiduciary capacity until disbursement. The Company holds these funds in

cash and, where permitted, cash equivalents, including AAA-rated money market funds registered with the U.S. Securities

and Exchange Commission under Rule 2a-7 of the Investment Company Act of 1940. Interest income is earned on the

unremitted funds, which is included in Fiduciary investment income in the Consolidated Statements of Income. Interest

earned on fiduciary funds held is not accounted for under ASC 606, Revenue from Contracts with Customers.

Goodwill and Intangible Assets

Goodwill

Goodwill represents the excess of consideration transferred over the fair value of the net assets acquired in the acquisition

of a business. The Company recognizes goodwill as the amount of consideration transferred which cannot be assigned to

other tangible or intangible assets and liabilities.

The Company reviews goodwill for impairment at least annually, and whenever events or changes in circumstances

indicate that the carrying value of the reporting unit may not be recoverable. In the performance of the annual evaluation,

the Company also considers qualitative and quantitative developments between the date of the goodwill impairment review

and the fiscal year end to determine if an impairment should be recognized.

The Company reviews goodwill for impairment at the reporting unit level, which coincides with the operating segment,

Ryan Specialty. The determinations of impairment indicators and the fair value of the reporting unit are based on estimates

and assumptions related to the amount and timing of future cash flows and future interest rates. Such estimates and

assumptions could change in the future as more information becomes available, which could impact the amounts reported

and disclosed herein.

Intangible Assets

Intangible assets consist primarily of customer relationships. Customer relationships are amortized over their estimated

useful lives, ranging from one to fifteen years, in proportion with the realization of their economic benefit. Generally, the

Company uses outside valuation specialists to value acquired intangible assets. Other intangible assets include trade names,

internally developed software, and assembled workforces, which are amortized over their estimated useful lives, typically

one to three years, four to seven years, and five years, respectively. The Company has no indefinite-lived intangible assets.

Equity Method Investments

The Company uses the equity method to account for equity investments for which the Company has the ability to exercise

significant influence, but not control, over the investee’s operating and financial policies. Equity method investments are

initially recorded at cost and subsequently adjusted to recognize the Company’s proportionate share of the investee’s net

income or loss. The Company’s proportionate share of the other comprehensive income or loss from equity method

investments is reflected on the Consolidated Statements of Comprehensive Income. Intra-entity profits or losses arising

from transactions with equity method investees are eliminated in proportion with the Company’s ownership interest until

realized by the investee. The eliminations are recognized through Equity method investments on the Consolidated Balance

Sheets and Income from equity method investments on the Consolidated Statements of Income. The Company may incur

certain expenses on behalf of its investees, which are recognized within Income from equity method investments on the

Consolidated Statements of Income. The Company’s equity method investments are evaluated for impairment whenever

events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. If the impairment

is determined to be other-than-temporary, the Company will recognize an impairment loss equal to the difference between

the expected realizable value and the carrying value of the investment.

Leases

The Company evaluates contracts entered into to determine whether the contract involves the use of an asset. The

Company then evaluates whether it controls the use of the asset, which is determined by assessing whether it obtains

substantially all economic benefits from the use of the asset, and whether it has the right to direct the use of the asset. If

these criteria are met and a lease has been identified, the Company accounts for the contract under the requirements of ASC

842, Leases.

The Company’s leased assets consist primarily of real estate for occupied offices and office equipment. Certain of these

leases have options permitting renewals for additional periods or clauses allowing for early termination, and where those

are reasonably certain to be executed, they are recognized as a component of the initial lease term. All of the Company’s

real estate leases and office equipment leases are recognized as operating leases. The Company also subleases some real

estate properties to third parties, which are classified as operating leases. The Company recognizes lease payments for

short-term leases of twelve months or less on a straight-line basis over the lease term in the Consolidated Statements of

Income.

For leases in which an implicit rate is not provided in the contract, the Company uses an incremental borrowing rate based

on the information available at the lease commencement date in determining the present value of lease payments. The

Company does not account for separate lease components of a contract and its associated non-lease components as a single

lease component. Further, variable expenses related to real estate and office equipment leases are expensed as incurred.

At the lease commencement for operating leases, the Company recognizes the total lease liability through the lease term as

the present value of all remaining payments, discounted by the rate determined at commencement. Operating leases are

included in Lease right-of-use assets, Current Operating lease liabilities, and Non-current Operating lease liabilities on the

Consolidated Balance Sheets. In the event the lease liability is remeasured due to a change in the scope of, or the

consideration for, a lease, an adjustment is made to the right-of-use asset. If a right-of-use asset is impaired, the impairment

charge is recognized within General and administrative expense on the Consolidated Statements of Income.

Equity-Based Compensation

The Company issues equity-based awards to employees in the form of Restricted Stock, Restricted Stock Units (“RSUs”),

Performance Stock Units (“PSUs”), Stock Options, Restricted Common Units, Restricted LLC Units (“RLUs”),

Performance LLC Units (“PLUs”), and Class C Incentive Units. Compensation expense for equity awards is measured at

the grant date fair value. The grant date fair value of Restricted Stock and RSUs is based on the closing price of the

underlying stock the day prior to issuance. The grant date fair value of RLUs is valued consistently to RSUs less a discount

for the lower distributions that they are entitled to accrue. The grant date fair value of Stock Options is estimated using the

Black-Scholes option pricing model, and the grant date fair value of PSUs, PLUs, Restricted Common Units and Class C

Incentive Units is estimated using a Monte Carlo simulation based pricing model. These pricing models require

management to make assumptions with respect to the fair value of the equity awards on the grant date, including the

expected term of the award, the expected volatility of the Company’s stock based on a period of time generally

commensurate with the expected term of the award, risk-free interest rates, and expected dividend yields of the Company’s

Class A common stock, among other items including the Company’s Class A common stock price and taxable income

forecasts. These assumptions reflect the Company’s best estimates, but they involve inherent uncertainties based on market

conditions generally outside the control of the Company. As a result, if other assumptions are used, compensation expense

could be materially impacted.

The Company accounts for equity-based compensation in accordance with ASC 718, Compensation- Stock Compensation

(“ASC 718”). In accordance with ASC 718, compensation expense is measured at the estimated grant date fair value of the

equity-based awards and is expensed over the vesting period during which an employee provides service in exchange for

the award. Compensation expense is recognized using the graded vesting attribution method and forfeitures are accounted

for as they occur. For performance-based awards, the Company assesses the probability of achieving the relevant

performance metrics each reporting period. If the Company determines that it is no longer probable that a performance

metric will be achieved, the expense previously recognized for the related awards is reversed. Equity-based compensation

expense is recorded in Compensation and benefits on the Consolidated Statements of Income. See Note 10, Equity-Based

Compensation, for additional information on the Company’s equity-based compensation awards.

Earnings Per Share

Basic earnings per share is computed by dividing net earnings attributable to Ryan Specialty Holdings, Inc. by the number

of weighted-average shares of Class A common stock outstanding during the period. Diluted earnings per share is

computed by dividing net earnings attributable to Ryan Specialty Holdings, Inc. by the number of weighted-average shares

of Class A common stock outstanding during the period after adjusting for the impact of securities that would have a

dilutive effect on earnings per share. See Note 11, Earnings Per Share, for additional information on dilutive securities.

Derivative Instruments and Hedging Activities

The Company generally uses derivative financial instruments to manage the risk profile of existing underlying exposures,

including changes in interest rates and foreign currency exchange rates. For cash flow hedges, the Company assesses

effectiveness both at inception and on an on-going basis. For hedging derivatives that qualify as effective cash flow hedges,

the Company records the cumulative changes in the fair value of the financial instrument in Other comprehensive income

(loss) (“OCI”). Amounts recorded in OCI are reclassified into earnings in the periods in which earnings are affected by the

hedged cash flow. If a derivative is not designated as an accounting hedge, such as forward contracts periodically used by

the Company to limit foreign currency exchange rate exposure, the change in fair value is recorded in earnings. The

Company utilized an interest rate cap for interest rate risk management purposes. The Company amortized the premium

paid for the interest rate cap on a straight-line basis over the life of the instrument. The premium amortization was

recognized in Interest expense, net on the Consolidated Statements of Income. The Company recognizes cash flows related

to designated and non-designated hedges in the same section of the Consolidated Statement of Cash Flows as the cash

flows related to the item being hedged. The Company does not hold or issue derivative instruments for trading or

speculative purposes. See Note 12, Derivatives, for further discussion of derivative financial instruments.

Defined Contribution Plan

The Company offers a defined contribution retirement benefit plan, the Ryan Specialty Employee Savings Plan (the

“Savings Plan”), to all eligible U.S. employees, based on a minimum number of service hours in a year. Under the Savings

Plan, eligible employees may contribute a percentage of their compensation, subject to certain limitations. Further, the

Savings Plan authorizes the Company to make a discretionary matching contribution, which has historically equaled 50%

of each eligible employee’s contribution. The Company makes discretionary matching contributions throughout the year

and recognizes expense for the matching contribution in the period where requisite employee service is performed. The

Company recognized expense related to discretionary matching contributions of $31.0 million, $25.3 million, and $21.3

million for the years ended December 31, 2025, 2024, and 2023, respectively, which was included in Compensation and

benefits on the Consolidated Statements of Income.

Deferred Compensation Plan

The Company offers a non-qualified deferred compensation plan to certain senior employees and members of management.

Under this plan, amounts deferred remain assets of the Company and are subject to the claims of the Company’s creditors

in the event of insolvency. Amounts deferred are not invested in any funds. However, the liability balance is updated to

reflect hypothetical interest, earnings, appreciation, losses, and depreciation that would be accrued or realized if the

deferred compensation amounts had been invested in the applicable benchmark investments. Changes in the value of

deferred amounts held are recognized within Compensation and benefits in the Consolidated Statements of Income. The

Company recognized liabilities for employee deferrals, inclusive of changes in the value of deferred amounts held, of $8.0

million and $5.2 million in Current Accrued compensation as of December 31, 2025 and 2024, respectively, and $50.8

million and $36.5 million in Non-current Accrued compensation on the Consolidated Balance Sheets as of December 31,

2025 and 2024, respectively.

Non-Controlling Interests

As noted above, the Company consolidates the financial results of the LLC; therefore, it reports non-controlling interests

based on the LLC Common Units not owned by the Company on the Consolidated Balance Sheets. Net income and OCI

are attributed to the non-controlling interests based on the weighted-average LLC Common Units outstanding during the

period. Net income attributable to the non-controlling interests is presented on the Consolidated Statements of Income.

Refer to Note 9, Stockholders’ Equity, for more information.

The non-controlling interest holders may, subject to certain exceptions, exchange some or all of their LLC Common Units

for newly-issued shares of Class A common stock on a one-for-one basis, or for cash, at the Company’s election

(determined by a majority of the Company’s directors who are disinterested) and only to the extent that the Company has

received cash proceeds pursuant to a secondary offering. As any redemption settled in cash would be limited to proceeds

received from the sale of new permanent equity securities, the Non-controlling interests are classified as permanent equity

on the Consolidated Balance Sheets.

Captive Insurance Cells

Through acquisitions, the Company has an ownership interest in three entities that hold segregated account protected cell

captives. These entities are structured with protected cell captives for each insured (“Captive Cells”) and the core regulated

companies (“Core Companies”). The Core Companies are owned and operated by the Company, and are not exposed to the

insurance and investment risks that the Captive Cells are designed to create and distribute on behalf of the insureds. The

Company has a variable interest in the Core Companies due to its ownership interests, however, as the Core Companies are

not exposed to the variability of the Captive Cells, only the activity of the regulated Core Companies is recorded in the

Company’s consolidated financial statements, including cash and any expenses incurred to operate the Captive Cells.

Litigation and Contingent Liabilities

The Company is subject to various legal actions related to claims, lawsuits, and proceedings incident to the nature of the

business. The Company records liabilities for loss contingencies when it is probable that a liability has been incurred on or

before the balance sheet date and the amount of the liability can be reasonably estimated. The Company does not discount

such contingent liabilities and recognizes related legal costs, such as fees and expenses of external counsel and other

service providers, as period expenses when incurred. Loss contingencies are recorded within Accounts payable and accrued

liabilities on the Consolidated Balance Sheets. Significant management judgment is required to estimate the amounts of

such contingent liabilities. The Company records loss recoveries from E&O insurance coverage, up to the amount of the

financial statement loss incurred, when the realization of the indemnity for a claim presented under the Company’s E&O

insurance coverage is deemed probable in Other current assets on the Consolidated Balance Sheets. In order to assess

potential liabilities and any recoveries, the Company analyzes the litigation exposure based upon available information,

including consultation with counsel handling the defense of these matters. As these liabilities are uncertain by their nature,

the recorded amounts may change due to a variety of factors, including new developments or changes in the approach, such

as changing the settlement strategy as applicable to a matter.

Foreign Currency Translation

The Company assigns functional currencies to its foreign operations, which are generally the currencies of the local

operating environment. Balances denominated in non-functional currency are remeasured to the functional currency using

current exchange rates, and the resulting foreign exchange gains or losses are reflected in earnings. Functional currency

balances are then translated into the reporting currency (i.e., USD) using (i) exchange rates at the balance sheet date for

items reported as assets or liabilities on the Consolidated Balance Sheets, (ii) historical rates for items reported in the

Consolidated Statements of Stockholders’ Equity other than retained earnings, and (iii) average exchange rates for items

recorded in earnings and included in retained earnings. The resulting change in unrealized translation gains or losses is a

component of Accumulated other comprehensive income on the Consolidated Balance Sheets.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are

recognized for the future tax consequences attributable to differences between the financial statement carrying values of

existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted

tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect of a

change in tax rates on deferred tax assets and deferred tax liabilities is recognized in income in the period that includes the

enactment date.

The Company recognizes deferred tax assets to the extent that it is believed that these assets are more likely than not to be

realized. In making such a determination, the Company considers all available positive and negative evidence, including

future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies,

carryback potential if permitted under the tax law, and results of recent operations. A valuation allowance is provided if it

is determined that it is more likely than not that the deferred tax asset will not be realized.

The Company evaluates and accounts for uncertain tax positions in accordance with ASC 740, Income Taxes, using a two-

step approach. Recognition (step one) occurs when the Company concludes that a tax position, based solely on its technical

merits, is more likely than not to be sustainable upon examination. Measurement (step two) determines the amount of tax

benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full

knowledge of all relevant information. Derecognition of a tax position that was previously recognized would occur if the

Company subsequently determines that a tax position no longer meets the more likely than not threshold of being

sustained. The Company records interest, and penalties where applicable, net of any applicable related income tax benefit,

on potential income tax contingencies as a component of Income tax expense on the Consolidated Statements of Income.

Holders of the LLC Common Units, including the Company, incur U.S. federal, state, and local income taxes on their share

of any taxable income of the LLC. The LLC Operating Agreement provides for pro rata cash distributions (“Members’ Tax

Distributions”) to the holders of the LLC Common Units in an amount generally calculated to provide each holder of LLC

Common Units with sufficient cash to cover their tax liability in respect of the LLC Common Units. In general, these

Members’ Tax Distributions are computed based on the LLC’s estimated taxable income, multiplied by an assumed tax rate

as set forth in the LLC Operating Agreement.

Tax Receivable Agreement (TRA)

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

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

federal, state, and local income taxes the Company actually realizes (or under certain circumstances are deemed to realize)

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

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

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

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

payments that the Company makes under the TRA (“TRA Payment Tax Attributes”).

The Company accounts for amounts payable under the TRA in accordance with ASC 450, Contingencies. The amounts

payable under the TRA will vary depending upon a number of factors, including the timing of exchanges by the LLC

Unitholders, the amount of gain recognized by the LLC Unitholders, the amount and timing of the taxable income the

Company generates in the future, and the federal tax rates then applicable. Actual tax benefits realized by the Company

may differ from tax benefits calculated under the TRA as a result of the use of certain assumptions in the agreement. Any

such changes in these factors or changes in the Company’s determination of the need for a valuation allowance related to

the tax benefits acquired under the TRA could adjust the Tax Receivable Agreement liabilities recognized on the

Consolidated Balance Sheets.

The Company accounts for the effects of the increases in tax basis and associated liabilities under the TRA arising from

exchanges with respect to Exchange Tax Attributes and TRA Payment Tax Attributes (i) by recording an increase in

deferred tax assets for the estimated income tax effects of the increases in tax basis based on the enacted federal and state

tax rates at the date of the exchange, (ii) to the extent it is estimated that the Company will not realize the full benefit

represented by the deferred tax asset, based on an analysis that will consider, among other things, our expectation of future

earnings, by reducing the deferred tax asset with a valuation allowance, and (iii) by recording an offsetting increase in the

Tax Receivable Agreement liability for 85% of the realizable tax benefit and an increase in Additional paid-in capital for

the remaining 15% of the realizable tax benefit on the Consolidated Balance Sheets.

The Company accounts for the associated liability under the TRA arising from exchanges with respect to the Pre-IPO

M&A Tax Attributes by recording an increase in the Tax Receivable Agreement liability for 85% of the realizable tax

benefits associated with the Pre-IPO M&A Tax Attributes with an offsetting decrease to Additional paid-in capital on the

Consolidated Balance Sheets.

Subsequent changes to the initial establishment of the increases in deferred tax assets and Tax Receivable Agreement

liability between reporting periods will be recognized in the Consolidated Statements of Stockholders’ Equity as the

exchanges represent transactions among shareholders. Subsequent changes in the fair value of the Tax Receivable

Agreement liabilities between reporting periods, as well as any interest accrued on the TRA between the Company’s annual

tax filing date and the TRA payment date, are recognized in the Consolidated Statements of Income. In the unlikely event

of an early termination of the TRA, either due to Company default or a change of control, the Company is required to pay

to each holder of the TRA an early termination payment equal to the discounted present value of all unpaid TRA payments.

Recently Issued Accounting Pronouncements

New Accounting Pronouncements Recently Adopted

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740) — Improvements to Income Tax Disclosures,

which includes amendments that enhance income tax disclosures, primarily through standardization and the disaggregation

of rate reconciliation categories and income taxes paid by jurisdiction. This ASU is effective for annual reporting periods

beginning after December 15, 2024. The amendments in this ASU should be applied on a prospective basis, however,

retrospective application is permitted. The Company adopted this ASU retrospectively as of December 31, 2025. See Note

17, Income Taxes, for the resulting incremental disclosures related to the Company’s income taxes.

In July 2025, the FASB issued ASU 2025-05 Financial Instruments — Credit Losses (Topic 326) — Measurement of

Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient permitting entities to

assume that current conditions as of the balance sheet date do not change for the remaining life of current accounts

receivables and contract assets when estimating expected credit losses. This ASU is effective for annual reporting periods

beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early

adoption permitted. The Company early adopted this ASU prospectively in the third quarter of 2025, with no material

impact to the consolidated financial statements or disclosures.

In November 2025, the FASB issued ASU 2025-09 Derivatives and Hedging (Topic 815) — Hedge Accounting

Improvements, which includes amendments to better align hedge accounting with the economics of an entity’s risk

management activities by allowing entities to achieve and sustain hedge accounting for highly effective economic hedges

of forecasted transactions. This ASU is effective for annual reporting periods beginning after December 15, 2026, and

interim periods within those annual reporting periods, with early adoption permitted. The Company early adopted this ASU

as of December 31, 2025, and will apply it prospectively to new hedging relationships.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03 Income Statement — Reporting Comprehensive Income — Expense

Disaggregation Disclosures (Subtopic 220-40) — Disaggregation of Income Statement Expenses, which requires the

disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial

statements. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods

within fiscal years beginning after December 15, 2027, with early adoption permitted. The amendments in this ASU may

be applied either prospectively or retrospectively. The Company is currently evaluating the impact of adopting this ASU on

its disclosures.

In September 2025, the FASB issued ASU 2025-06 Intangibles — Goodwill and Other — Internal-Use Software (Subtopic

350-40) — Targeted Improvements to the Accounting for Internal-Use Software, which removes all references to

prescriptive and sequential software development stages and instead requires entities to begin capitalizing costs once

management has authorized and committed to funding the software, and it is probable that the project will be completed

and used to perform its intended functions. Significant uncertainty regarding development activities must be assessed when

evaluating if a project is probable to be completed. Additionally, the ASU clarifies certain disclosure requirements for

capitalized internal-use software costs. This ASU is effective for annual reporting periods beginning after December 15,

2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments

in this ASU may be applied prospectively, using a modified transition approach, or retrospectively. The Company is

currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU 2025-11 Interim Reporting (Topic 270) — Narrow-Scope Improvements, which

includes amendments that clarify when the interim reporting guidance is applicable, outlines the interim disclosures

required under this guidance and all other ASC topics, and establishes a disclosure principle that requires an entity to

disclose material events that have occurred since the last annual reporting period. This ASU is effective for interim

reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The

amendments in this ASU may be applied prospectively or retrospectively. The Company is currently evaluating the impact

of adopting this ASU on its consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU 2025-12 Codification Improvements, which includes amendments that provide

clarification, correct technical errors, and make minor improvements with the intent to make the Accounting Standard

Codification easier to understand and apply. This ASU is effective for annual reporting periods beginning after December

15, 2026, and interim periods within those annual reporting periods, with early adoption permitted. The amendments in this

ASU may be applied prospectively or retrospectively. The Company is currently evaluating the impact of adopting this

ASU on its consolidated financial statements and disclosures.

Recent Tax Legislation

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”), which includes a broad range of tax reform provisions, such

as the provision allowing accelerated tax deductions for qualified property and research expenditures, was signed into law

in the United States. OBBBA did not have a material impact on the Company’s consolidated financial statements or

disclosures for the year ended December 31, 2025.

3. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue

The following table summarizes revenue from contracts with customers by Specialty:

Contract Balances

The contract assets balance, which is included within Commissions and fees receivable – net on the Consolidated Balance

Sheets, was $65.4 million and $35.6 million as of December 31, 2025 and 2024, respectively. The contract liability balance

related to deferred revenue, which is included in Accounts payable and accrued liabilities on the Consolidated Balance

Sheets, was $10.0 million and $8.7 million as of December 31, 2025 and 2024, respectively. During the year ended

December 31, 2025, $8.6 million of the contract liabilities outstanding as of December 31, 2024, were recognized as

revenue.

4. MERGERS AND ACQUISITIONS

2025 Acquisitions

On February 3, 2025, the Company completed the acquisition of Velocity Risk Underwriters, LLC (“Velocity”), an MGU

specializing in first-party insurance coverage for catastrophe exposed properties, headquartered in Nashville, Tennessee,

for cash consideration of $549.6 million and contingent consideration of $19.6 million. Measurement period adjustments

related to the initial valuation of contingent consideration of $1.5 million, Other current assets of $1.5 million, and net

working capital of $0.9 million were recognized as a net $0.9 million increase in Goodwill on the Consolidated Balance

Sheets as of December 31, 2025.

On May 1, 2025, the Company completed the acquisition of certain assets of USQRisk Holdings, LLC (“USQ”), a

company based in New York, New York, and London, England, that underwrites, structures, prices, and places specialty

insurance for corporate clients seeking bespoke, multi-year risk solutions, for cash consideration of $28.9 million and

contingent consideration of $23.8 million. A measurement period adjustment related to net working capital of $0.2 million

was recognized as an increase in Goodwill on the Consolidated Balance Sheets as of December 31, 2025.

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

commercial construction, based in Dublin and Galway, Ireland, for cash consideration of $28.2 million and contingent

consideration of $0.6 million.

On July 1, 2025, the Company completed the acquisition of certain assets of J.M. Wilson Corporation (“JM Wilson”), a

binding authority and surplus lines broker specializing in transportation insurance, headquartered in Portage, Michigan, for

$67.2 million of cash consideration and $20.4 million of LLC Common Units. Measurement period adjustments related to

Commissions and fees receivable – net of $0.8 million, the initial valuation of Customer relationships of $0.4 million, and

net working capital of $0.6 million were recognized as a net $0.6 million increase in Goodwill on the Consolidated Balance

Sheets as of December 31, 2025.

On December 1, 2025, the Company completed the acquisition of Stewart Specialty Risk Underwriting Ltd. (“SSRU”), an

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

for $124.3 million of cash consideration and $8.1 million of RYAN Class A common stock.

The $44.1 million of contingent consideration liabilities established for the above acquisitions were measured at the

estimated acquisition date fair value and were non-cash investing transactions. The contingent consideration liabilities are

based on the individual businesses’ revenue or EBITDA targets, or both, over periods generally ranging from two to five

years following the date of acquisition.

The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired, inclusive of

measurement period adjustments, during the year ended December 31, 2025:

1 The acquired customer relationships have a weighted-average amortization period of 13.3 years.

Estimates and assumptions used in the acquisition valuations are subject to change within the measurement period up to

one year from each acquisition date. The Company recognized acquisition-related expenses, which include advisory, legal,

accounting, valuation, and diligence-related costs, for the acquisitions above of $15.3 million during the year ended

December 31, 2025, in General and administrative expense on the Consolidated Statements of Income. The Company

recognized an aggregate $109.5 million of revenue related to the 2025 acquisitions above from their respective acquisition

dates during the year ended December 31, 2025. Estimated tax deductible goodwill of $42.1 million was generated as a

result of these acquisitions.

2024 Acquisitions

On May 1, 2024, the Company completed the acquisition of Castel Underwriting Agencies Limited (“Castel”), a managing

general underwriting platform headquartered in London, England, for cash consideration of $247.6 million, $2.2 million of

RYAN Class A common stock, and contingently returnable consideration of $4.9 million. During the year ended

December 31, 2024, measurement period adjustments related to Deferred tax liabilities of $1.6 million, taxes payable of

$0.9 million, and working capital of $0.5 million were recognized as a net $2.0 million decrease in Goodwill on the

Consolidated Balance Sheets.

On August 30, 2024, the Company completed the acquisition of US Assure Insurance Services of Florida, Inc. (“US

Assure”), a program specializing in builder’s risk insurance headquartered in Jacksonville, Florida, for cash consideration

of $1,079.8 million and contingent consideration of $103.8 million. During the year ended December 31, 2024, a

measurement period adjustment related to working capital of $5.2 million was recognized as an increase in Goodwill on the

Consolidated Balance Sheets.

On September 1, 2024, the Company completed the acquisition of certain assets of Greenhill Underwriting Insurance

Services, LLC, an MGU focused on the allied health industry headquartered in Houston, Texas, for cash consideration of

$11.7 million. During the year ended December 31, 2024, measurement period adjustments related to working capital of

$0.4 million and the initial valuation of Customer relationships of $0.1 million were recognized as a net $0.3 million

increase in Goodwill on the Consolidated Balance Sheets.

On September 13, 2024, the Company completed the acquisition of the Property and Casualty (“P&C”) MGUs owned by

Ethos Specialty Insurance, LLC (“Ethos P&C”) for cash consideration of $44.0 million. Ethos P&C is composed of eight

programs which underwrite on behalf of insurance carriers.

On October 1, 2024, the Company completed the acquisition of certain assets of EverSports & Entertainment Insurance,

Inc., an MGU focused on sports, leisure, and entertainment headquartered in Carmel, Indiana, for $43.1 million of cash

consideration. Total consideration for this acquisition also included contingent consideration, however, the contingent

consideration value was de minimis as of the acquisition date. A measurement period adjustment related to Commissions

and fees receivable – net of $1.6 million was recognized as an increase in Goodwill on the Consolidated Balance Sheets as

of December 31, 2025.

On November 4, 2024, the Company completed the acquisition of Innovisk Capital Partners (“Innovisk”), which is

composed of seven specialty MGUs headquartered in London, England, for cash consideration of $426.8 million.

Measurement period adjustments related to Current Accrued compensation of $2.2 million, Deferred tax assets of $2.2

million, and Commissions and fees receivable – net of $4.7 million were recognized as increases in Goodwill on the

Consolidated Balance Sheets as of December 31, 2025.

The Company recognized acquisition-related expenses, which include advisory, legal, accounting, valuation, and diligence-

related costs, for the 2024 acquisitions of $19.1 million during the year ended December 31, 2024, in General and

administrative expense on the Consolidated Statements of Income. The Company recognized an aggregate $102.8 million

of revenue related to the 2024 acquisitions from their respective acquisition dates during the year ended December 31,

2024. Estimated tax deductible goodwill of $735.8 million was generated as a result of these acquisitions. In conjunction

with the closing of the Castel acquisition, the deal-contingent foreign currency forward (the “Deal-Contingent Forward”),

as described in Note 12, Derivatives, was settled.

2023 Acquisitions

On January 3, 2023, the Company completed the acquisition of certain assets of Griffin Underwriting Services, a binding

authority specialist and wholesale insurance broker headquartered in Bellevue, Washington, for cash consideration of

$115.5 million.

On July 1, 2023, the Company completed the acquisitions of certain assets of ACE Benefit Partners, Inc., a medical stop

loss general agent headquartered in Eagle, Idaho, and Point6 Healthcare, LLC, a distributor of medical stop loss insurance

on behalf of retail brokers and third-party administrators headquartered in Plano, Texas, for an aggregate $46.8 million of

cash consideration and $2.3 million of contingent consideration. During the year ended December 31, 2024, a measurement

period adjustment related to the initial valuation of contingent consideration of $0.6 million was recognized as an increase

in Goodwill on the Consolidated Balance Sheets.

On July 3, 2023, the Company completed the acquisition of Socius Insurance Services (“Socius”), a national wholesale

insurance broker headquartered in Northern California, for $253.5 million of cash consideration, $5.8 million of contingent

consideration, and $2.7 million of RYAN Class A common stock.

On December 1, 2023, the Company completed the acquisition of AccuRisk Holdings, LLC (“AccuRisk”), a medical stop

loss managing general underwriter headquartered in Chicago, Illinois, for $98.3 million of cash consideration. During the

year ended December 31, 2024, measurement period adjustments related to the initial valuation of contingent consideration

of $0.3 million and Deferred tax assets of $0.4 million were recognized as increases in Goodwill on the Consolidated

Balance Sheets.

The Company recognized acquisition-related expenses, which include advisory, legal, accounting, valuation, and diligence-

related costs, for the 2023 acquisitions of $7.1 million during the year ended December 31, 2023, in General and

administrative expense on the Consolidated Statements of Income. The Company recognized an aggregate $47.2 million of

revenue related to the 2023 acquisitions from their respective acquisition dates during the year ended December 31, 2023.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information presents the combined results of operations of the Company as if

the 2025 acquisitions occurred on January 1, 2024, the 2024 acquisitions occurred on January 1, 2023, and the 2023

acquisitions occurred on January 1, 2022. The unaudited pro forma financial information is presented for informational

purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions had taken

place on the dates indicated or of results that may occur in the future. The pre-acquisition Castel and US Assure results

included in the pro forma figures below contain acquisition-related expenses that were not considered pro forma

adjustments for the Company.

The unaudited pro forma financial information includes adjustments related to incremental amortization expense on

acquired intangible assets, transaction costs, incremental income tax expense related to CCRs (as defined in Note 17,

Income Taxes), and the consequential tax effects of the pro forma adjustments. The unaudited pro forma financial

information also includes an adjustment for incremental financing costs and interest expense resulting from the debt

activity related to the US Assure and Innovisk acquisitions of $20.6 million and $99.0 million for the years ended

December 31, 2024 and 2023, respectively.

Contingent Consideration

Total consideration for certain acquisitions includes contingent consideration or contingently returnable consideration,

which is generally based on the EBITDA or revenue of the acquired business following a defined period after purchase.

Further information regarding fair value measurements of contingent consideration and contingently returnable

consideration is detailed in Note 14, Fair Value Measurements. The Company recognizes income or loss for the changes in

fair value of estimated contingent consideration and contingently returnable consideration within Change in contingent

consideration, and recognizes accretion of the discount on these assets or liabilities within Interest expense, net, on the

As of December 31, 2025, the aggregate amount of maximum consideration related to acquisitions was $597.4 million of

contingent consideration and $13.5 million of contingently returnable consideration.

5. RECEIVABLES AND OTHER CURRENT ASSETS

Receivables

The Company had receivables of $489.0 million and $389.8 million outstanding as of December 31, 2025 and 2024,

respectively, which were recognized within Commissions and fees receivable – net on the Consolidated Balance Sheets.

Commission and fees receivable is net of an allowance for expected credit losses. The Company’s allowance for expected

credit losses is based on a combination of factors, including evaluation of historical write-offs, current economic

conditions, aging of balances, and other qualitative and quantitative analyses.

The following table provides a summary of changes in the Company’s allowance for expected credit losses:

Other Current Assets

Major classes of other current assets consisted of the following:

Other current receivables contain service receivables from Geneva Re, Ltd (“Geneva Re”) and Velocity Specialty

Insurance Company (“VSIC”). See Note 16, Related Parties, for further information regarding related parties. See Note 15,

Commitments and Contingencies, for further information on the insurance recoverable. See Note 12, Derivatives, for

further information on the interest rate cap.

6. GOODWILL AND OTHER INTANGIBLE ASSETS

The following table provides a summary of goodwill activity:

1 For the year ended December 31, 2025, the activity includes goodwill recognized from immaterial acquisitions not

disclosed in Note 4, Mergers and Acquisitions.

The net carrying amounts of finite-lived intangible assets are shown in the table below:

1 Other consists of trade names and assembled workforces.

The cost of internally developed software in development but not yet placed in service was $46.7 million and $30.8 million

as of December 31, 2025 and 2024, respectively.

The aggregate amortization expense from finite-lived intangible assets was $274.4 million, $157.8 million, and $106.8

million for the years ended December 31, 2025, 2024, and 2023, respectively. The estimated future amortization for finite-

lived intangible assets as of December 31, 2025, was as follows:

7. LEASES

The Company has operating leases with various terms through September 2038, primarily for office space and office

equipment. The following table provides additional information about the Company’s leases:

The estimated future minimum payments of operating leases as of December 31, 2025, were as follows:

The Company had three leases with inception dates prior to December 31, 2025, that had not yet commenced as of

December 31, 2025, for total future estimated lease liabilities of $5.2 million.

8. DEBT

Substantially all of the Company’s debt is carried at outstanding principal balance, less debt issuance costs and any

unamortized discount. The following table is a summary of the Company’s outstanding debt:

The future maturities of long-term debt, which excludes premium financing notes, as of December 31, 2025, were as

follows:

Term Loan

In September 2024, the Term Loan principal increased from $1,650.0 million to $1,700.0 million. In August 2025,

Moody’s Ratings upgraded the Company’s credit rating from B1 to Ba3. As a result, the applicable interest rate on the

Company’s Term Loan decreased from Adjusted Term SOFR + 2.25% to Adjusted Term SOFR + 2.00%. As of

December 31, 2025, $1,683.0 million of the principal was outstanding, $0.3 million of interest was accrued, and the related

unamortized deferred issuance costs were $23.6 million. As of December 31, 2024, $1,700.0 million of the principal was

outstanding, $0.3 million of interest was accrued, and the related unamortized deferred issuance costs were $27.8 million.

Revolving Credit Facility

The Revolving Credit Facility had a borrowing capacity of $1,400.0 million as of December 31, 2025 and 2024. Due to the

nature of the instrument, the deferred issuance costs related to the facility of $7.5 million and $9.6 million as of

December 31, 2025 and 2024, respectively, were included in Other non-current assets on the Consolidated Balance Sheets.

The commitments available to be borrowed under the Revolving Credit Facility were $1,326.8 million as of December 31,

2025, as the facility was drawn on by $73.2 million. The commitments available to be borrowed under the Revolving

Credit Facility were $1,399.7 million as of December 31, 2024, as the facility was reduced by $0.3 million of undrawn

letters of credit.

The Company pays a commitment fee on undrawn amounts under the facility of 0.25% - 0.50%. As of December 31, 2025

and 2024, the Company accrued $0.8 million and $1.2 million, respectively, of unpaid commitment fees related to the

Revolving Credit Facility in Short-term debt and current portion of long-term debt on the Consolidated Balance Sheets. As

of December 31, 2025, accrued interest on the facility was $0.1 million.

Borrowings under the Term Loan and the Revolving Credit Facility are secured by a first-priority lien and security interest

in substantially all of the assets, subject to certain exceptions, of existing and future material domestic subsidiaries of the

Company.

Senior Secured Notes due 2030

In February 2022, the LLC issued $400.0 million of Senior Secured Notes. As of December 31, 2025 and 2024, accrued

interest on the notes was $7.3 million, and the related unamortized deferred issuance costs were $4.6 million and $5.6

million, respectively.

Senior Secured Notes due 2032

In September 2024, the LLC issued $600.0 million of Senior Secured Notes at par. In December 2024, the LLC issued an

additional $600.0 million of Senior Secured Notes at a price of 99.5% of their face value plus accrued interest from

September 19, 2024. The notes issued in December 2024 were issued as additional notes under the same indenture as the

notes that were issued in September 2024 and, as such, form a single series and trade interchangeably with the previously

issued senior secured notes due 2032. As of December 31, 2025 and 2024, accrued interest on the notes was $29.4 million

and $20.0 million, respectively, and the related unamortized deferred issuance costs, including discount, were $19.5 million

and $21.8 million, respectively.

Subsidiary Units Subject to Mandatory Redemption

On December 29, 2025, Ryan Re Underwriting Managers, LLC (“Ryan Re”) settled its outstanding preferred units, which

were held by the Ryan Parties, and as a result, there were no longer units outstanding as of December 31, 2025. During the

year ended December 31, 2025, the Company made payments of $3.7 million to the Ryan Parties related to the units, which

consisted of return of the initial investment and accrued return. As the units were originally due June 13, 2034, and were

mandatorily redeemable, they were classified as Long-term debt on the Consolidated Balance Sheets as of December 31,

2024. The historical cost of the units was $3.3 million, which was valued using an implicit rate of 9.8%. Accretion of the

discount using the implicit rate was recognized within Interest expense, net on the Consolidated Statements of Income. See

Note 16, Related Parties, for further information on Ryan Re.

9. STOCKHOLDERS’ EQUITY

Ryan Specialty’s amended and restated certificate of incorporation authorizes the issuance of up to 1,000,000,000 shares of

Class A common stock, 1,000,000,000 shares of Class B common stock, and 500,000,000 shares of preferred stock, each

having a par value of $0.001 per share.

The New LLC Operating Agreement requires that the Company and the LLC at all times maintain a one-to-one ratio

between the number of shares of Class A common stock issued by the Company and the number of LLC Common Units

owned by the Company, except as otherwise determined by the Company.

Class A and Class B Common Stock

Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to 10

votes per share but, upon the occurrence of certain events as set forth in the Company’s amended and restated certificate of

incorporation, or as of September 30, 2029, at the latest, each share will be entitled to one vote per share in the future. All

holders of Class A common stock and Class B common stock vote together as a single class except as otherwise required

by applicable law or our amended and restated certificate of incorporation. Holders of Class B common stock do not have

any right to receive dividends or distributions upon the liquidation or winding up of the Company.

In accordance with the New LLC Operating Agreement, the LLC Unitholders are entitled to exchange LLC Common Units

for shares of Class A common stock, or, at the Company’s election, for cash from a substantially concurrent public offering

or private sale (based on the price of our Class A common stock in such public offering or private sale). The LLC

Unitholders are also required to deliver to the Company an equivalent number of shares of Class B common stock to

effectuate such an exchange. Any shares of Class B common stock so delivered will be canceled. Shares of Class B

common stock are not issued for Class C Incentive Units that are exchanged for LLC Common Units as these LLC

Common Units are immediately exchanged for Class A common stock as discussed in Note 10, Equity-Based

Compensation.

Class X Common Stock

During the year ended December 31, 2025, the Company amended and restated its certificate of incorporation to, among

other changes, eliminate Class X common stock and, as such, it is no longer authorized to be issued. As of December 31,

2024, there were 10,000,000 shares of Class X common stock authorized. However, there were no shares of Class X

common stock outstanding as of December 31, 2025 or 2024. Shares of Class X common stock had no economic, voting,

or dividend rights.

Preferred Stock

There were no shares of preferred stock outstanding as of December 31, 2025 or 2024. Under the terms of the amended and

restated certificate of incorporation, the Board is authorized to direct the Company to issue shares of preferred stock in one

or more series without stockholder approval. The Board has the discretion to determine the rights, preferences, privileges,

and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges, and liquidation

preferences, of each series of preferred stock.

Dividends

During the year ended December 31, 2025, the Company’s Board of Directors declared a regular quarterly cash dividend of

$0.12 per share on the Company’s outstanding Class A common stock. During the year ended December 31, 2025, $61.0

million of dividends were paid on Class A common stock.

Non-controlling Interests

The Company is the sole managing member of the LLC. As a result, the Company consolidates the LLC in its consolidated

financial statements, resulting in non-controlling interests related to the LLC Common Units not held by the Company. As

of December 31, 2025 and 2024, the Company owned 49.1% and 47.9%, respectively, of the economic interests in the

LLC, while the non-controlling interest holders owned the remaining 50.9% and 52.1%, respectively, of the economic

interests in the LLC.

Weighted-average ownership percentages for the applicable reporting periods are used to attribute net income and OCI to

the Company and the non-controlling interest holders. The non-controlling interest holders’ weighted-average ownership

percentage was 51.5%, 52.0%, and 56.1% for the years ended December 31, 2025, 2024, and 2023, respectively.

During the year ended December 31, 2025, the Company declared a regular quarterly cash distribution of $0.05 per unit on

the LLC’s outstanding LLC Common Units. During the year ended December 31, 2025, $27.1 million in distributions were

paid to the non-controlling interest holders of the LLC Common Units

10. EQUITY-BASED COMPENSATION

The Ryan Specialty Holdings, Inc. 2021 Omnibus Incentive Plan (the “Omnibus Plan”) governs, among other things, the

types of awards the Company can grant to employees as equity-based compensation awards. The Omnibus Plan provides

for potential grants of the following awards: (i) stock options, (ii) stock appreciation rights, (iii) restricted stock awards,

(iv) performance awards, (v) other stock-based awards, (vi) other cash-based awards, and (vii) analogous equity awards

made in equity of the LLC.

IPO-Related Awards

As a result of the Organizational Transactions, pre-IPO holders of LLC Units that were granted as incentive awards, which

had historically been classified as equity and vested pro rata over five years, were required to exchange their LLC Units for

either Restricted Stock or Restricted Common Units. Additionally, Reload Options or Reload Class C Incentive Units were

issued to employees in order to protect against the dilution of their existing awards upon exchange to the new awards.

Separately, certain employees were granted one or more of the following new awards: (i) RSUs, (ii) Staking Options, (iii)

RLUs, or (iv) Staking Class C Incentive Units. The terms of these awards are described below. All awards granted as part

of the Organizational Transactions and the IPO are subject to non-linear transfer restrictions for at least the five-year period

following the IPO.

Incentive Awards

As part of the Company’s annual compensation process, the Company issues certain employees and directors equity-based

compensation awards (“Incentive Awards”). Additionally, the Company offers Incentive Awards to certain new hires.

These Incentive Awards typically take the form of (i) RSUs, (ii) RLUs, (iii) Class C Incentive Units, (iv) Stock Options,

(v) PSUs, and (vi) PLUs. The terms of these awards are described below.

Restricted Stock and Restricted Common Units

As part of the Organizational Transactions, certain existing employee unitholders were granted Restricted Stock or

Restricted Common Units in exchange for their LLC Units. The Restricted Stock and Restricted Common Units followed

the vesting schedule of the LLC Units for which they were exchanged. LLC Units historically vested pro rata over 5 years.

Restricted Stock Units (RSUs)

IPO RSUs

Related to the IPO, the Company granted RSUs to certain employees. The IPO RSUs vest either pro rata over 5 years from

the grant date or over 10 years from the grant date, with 10% vesting in each of years 3 through 9 and 30% vesting in year

Incentive RSUs

Incentive RSUs vest either 100% 3 or 5 years from the grant date, pro rata over 3 or 5 years from the grant date, over 5

years from the grant date, with one-third of the grant vesting in each of years 3, 4 and 5, or over 7 years from the grant

date, with 20% vesting in each of years 3 through 7.

Upon vesting, RSUs automatically convert on a one-for-one basis into Class A common stock.

The weighted-average grant date fair value of Incentive RSUs granted during the years ended December 31, 2024 and

2023, was $53.39 and $41.37, respectively. The fair value of RSUs vested during the years ended December 31, 2025,

2024, and 2023, was $71.6 million, $46.2 million, and $19.8 million, respectively.

Stock Options

Reload and Staking Options

As part of the Organizational Transactions and IPO, certain employees were granted Reload Options or Staking Options

that entitle the award holder to future purchases of Class A common stock, on a one-for-one basis, at the IPO price of

$23.50. The Reload Options either vested 100% 3 years from the grant date or vest over 5 years from the grant date, with

one-third of the grant vesting in each of years 3, 4 and 5. In general, vested Reload Options are exercisable up to the tenth

anniversary of the grant date. The Staking Options vest over 10 years from the grant date, with 10% vesting in each of

years 3 through 9 and 30% vesting in year 10. Staking Options are exercisable up to one year after their vest date.

Incentive Options

Incentive Options entitle the award holder to future purchases of Class A common stock, on a one-for-one basis, at the

respective exercise prices. The Incentive Options vest either over 5 years from the grant date, with one-third of the grant

vesting in each of years 3, 4 and 5 or pro rata over 7 years from the grant date. In general, vested Incentive Options are

exercisable up to the tenth anniversary of the grant date.

1 As the Reload and Staking Options were one-time grants at the IPO, the weighted-average exercise price for any

movements in these awards will perpetually be $23.50. As such, the values are not presented in the table above.

The fair value of Incentive Options granted during the year ended December 31, 2024, was determined using the Black-

Scholes option pricing model with the following assumptions:

There were no Incentive Options granted during the years ended December 31, 2025 or 2023.

The use of a valuation model for Options requires management to make certain assumptions with respect to selected model

inputs. Expected volatility was calculated based on the observed volatility for comparable companies. The expected time to

maturity was based on the weighted-average vesting term and contractual term of the awards. The risk-free interest rate

was based on U.S. Treasury rates commensurate with the expected life of the awards. The dividend yield was based on the

Company’s expected dividend rate.

As of December 31, 2025, there were 2,273,330, 13,332, and 56,915, exercisable Reload, Staking, and Incentive Options,

respectively. The aggregate intrinsic values and weighted-average remaining contractual terms of Stock Options

outstanding and exercisable as of December 31, 2025, were as follows:

Restricted LLC Units (RLUs)

IPO RLUs

Related to the IPO, the Company granted RLUs to certain employees that vest either pro rata over 5 years from the grant

date or over 10 years from the grant date, with 10% vesting in each of years 3 through 9 and 30% vesting in year 10.

Incentive RLUs

Incentive RLUs vest either 100% 3 years from the grant date, pro rata over 3 or 5 years from the grant date, or over 7 years

from the grant date, with 20% vesting in each of years 3 through 7.

Upon vesting, RLUs convert on a one-for-one basis into either LLC Common Units or Class A common stock at the

election of the Company.

The weighted-average grant date fair value of Incentive RLUs granted during the years ended December 31, 2024 and

2023, was $51.33 and $41.14, respectively.

Class C Incentive Units

Reload and Staking Class C Incentive Units

As part of the Organizational Transactions and IPO, certain employees were granted Reload Class C Incentive Units or

Staking Class C Incentive Units, which are profits interests. When the value of Class A common stock exceeds the

participation threshold, vested profits interests may be exchanged for LLC Common Units of equal value. On exchange,

the LLC Common Units are immediately redeemed on a one-for-one basis for Class A common stock. The Reload Class C

Incentive Units either vested 100% 3 years from the grant date or vest over 5 years from the grant date, with one-third of

the grant vesting in each of years 3, 4 and 5. The Staking Class C Incentive Units vest either pro rata over 5 years from the

grant date or over 10 years from the grant date, with 10% vesting in each of years 3 through 9 and 30% vesting in year 10.

Class C Incentive Units

Class C Incentive Units are profits interests. When the value of Class A common stock exceeds the participation threshold,

vested profits interests may be exchanged for LLC Common Units of equal value. On exchange, the LLC Common Units

are immediately redeemed on a one-for-one basis for Class A common stock. The Class C Incentive Units vest over 8 years

from the grant date, with 15% vesting in each of years 3 through 7 and 25% vesting in year 8, or over 7 years from the

grant date, with 20% vesting in each of years 3 through 7.

As the Reload and Staking Class C Incentive Units were one-time grants at the IPO, the weighted-average participation

threshold for these awards will be consistent across any type of movement. The weighted-average participation threshold

for Reload and Staking Class C Incentive Units was $23.14 and $23.34 as of December 31, 2025 and 2024, respectively.

The decrease in the participation thresholds for the various types of Class C Incentive Units was due to the distributions

declared with respect to these awards during the year ended December 31, 2025.

Valuation Considerations

LLC Common Units are exchangeable into shares of Class A common stock of the Company on a one-to-one basis, which

entitles the unitholders to TRA payments resulting from 85% of the tax savings generated by the Company. The various

Class C Incentive Units have the same terms as the LLC Common Units, with the exception of their respective

participation thresholds. When the price of the Class A common stock exceeds the participation threshold, the Class C

Incentive Units can be exchanged for LLC Common Units of equal value and are entitled to the same TRA benefits upon

an exchange to Class A common stock. In order to value the Class C Incentive Units, the Company is required to make

certain assumptions with respect to select model inputs.

Due to the nature of the underlying risks inherent in TRA payments and the uncertainty as to when the participation

threshold will be satisfied for the various Class C Incentive Units, the Company uses a Monte Carlo simulation to explicitly

model the impact of future stock prices on the size of the amortizable asset, as well as the impact of different levels of

taxable income on the timing of the TRA payments, in a risk-neutral framework. For Class C Incentive Units granted

during the year ended December 31, 2023, the Monte Carlo simulation model used the following assumptions: the

simulated closing stock price, the simulated taxable income, the risk-free interest rate, the expected dividend yield, and the

expected volatility and correlation of the Company’s stock price and taxable income. The dividend yield was based on the

Company’s expected dividend rate at the time of 0.0%. The risk-free interest rate of 4.0% was based on U.S. Treasury rates

commensurate with a term of 30 years. The weighted-average grant date fair value of Class C Incentive Units granted

during the year ended December 31, 2023, was $22.98. There were no Class C Incentive Units granted during the years

ended December 31, 2025 or 2024.

Performance Based Awards

Performance Stock Units (PSUs) and Performance LLC Units (PLUs)

Performance-based equity awards, PSUs and PLUs, are subject to the achievement of several defined performance and

market metrics. All performance awards are subject to a total shareholder return (“TSR”) compound annual growth rate

(“CAGR”) target and one or more of the following metrics: (i) an Adjusted EBITDAC margin target, (ii) an Organic

revenue CAGR target, or (iii) an individual revenue target. The TSR CAGR is calculated from the base price, as outlined in

the respective grant agreements, to the volume weighted-average price (“VWAP”) of Class A common stock for the period

specified by the grant agreement plus dividends paid to Class A common shareholders. A minimum threshold for the TSR

CAGR, as well as the targets for the other metrics, as applicable, must all be met in order for the awards to vest.

In general, the PSUs and PLUs vest 5 years from the grant date. PSUs represent the right to receive Class A common

shares and PLUs represent the right to receive LLC Common Units upon vesting. If the minimum threshold of the TSR

CAGR is achieved, and the other required targets are achieved, the TSR CAGR target and, if applicable, the individual

revenue target, will determine how many Class A common shares or LLC Common Units, as applicable, the awards vest

into. Assuming at least the minimum thresholds are met, the awards will vest into between 75% and 150% of the applicable

target stock or units, which will be calculated on a graduated basis. Confirmation of the targets will not occur until after

earnings are reported for the final fiscal year in the award’s performance period. The probability of achieving the

performance metrics is assessed each reporting period for expense purposes. During the year ended December 31, 2025, it

was determined that the Adjusted EBITDAC margin target for the executive PSUs and PLUs granted in fiscal year 2024

was not probable of being achieved and, as a result, the expense previously recognized for these awards was reversed.

The grant date fair values of the performance-based awards were determined using the Monte Carlo simulation valuation

model with the following assumptions:

The use of a valuation model for the PSUs and PLUs requires management to make certain assumptions with respect to

selected model inputs. Expected volatility was calculated based on the observed volatility for comparable companies. The

time to maturity was based on the stock price CAGR target through the end of the performance period. The risk-free

interest rate was based on U.S. Treasury rates commensurate with the performance period. The valuation also considers the

difference in Dividend Equivalents and Declared Distributions (as defined below) that PSUs and PLUs are entitled to

accrue. The weighted-average grant date fair values of PSUs and PLUs granted during the year ended December 31, 2024,

were $27.99 and $24.40, respectively.

Non-Employee Director Stock Grants

The Company grants RSUs to non-employee directors serving as members of the Company’s Board of Directors (“Director

Stock Grants”), with the exception of the one director who has agreed to forgo any compensation for their service to the

Board. The Director Stock Grants are fully vested upon grant. During the years ended December 31, 2025, 2024, and 2023,

the Company granted 23,230, 22,935, and 19,698 Director Stock Grants, respectively, with weighted-average grant date

fair values of $69.94, $49.07, and $40.86, respectively.

Dividend Equivalents and Declared Distributions

A majority of the Company’s unvested equity-based compensation awards, with the exception of Options and Class C

Incentive Units, are entitled to accrue dividend equivalents if the award vests into Class A common stock (“Dividend

Equivalents”) or declared distributions if the award vests into LLC Common Units (“Declared Distributions”) over the

period the underlying award vests. The Dividend Equivalents and Declared Distributions will be paid in cash to award

holders at the time the underlying award vests. If an award holder forfeits their underlying award, the accrued Dividend

Equivalents or Declared Distributions will also be forfeit. Class C Incentive Units do not accrue cash distributions but

instead have their participation thresholds lowered by each Declared Distribution. Options do not participate in dividends.

As of December 31, 2025, the Company accrued $1.1 million and $0.1 million related to Dividend Equivalents and

Declared Distributions, respectively, in Accounts payable and accrued liabilities, and $4.3 million and $0.6 million related

to Dividend Equivalents and Declared Distributions, respectively, in Other non-current liabilities on the Consolidated

Balance Sheets. As of December 31, 2024, the Company accrued $0.9 million and $0.1 million related to Dividend

Equivalents and Declared Distributions, respectively, in Accounts payable and accrued liabilities, and $2.9 million and $0.4

million related to Dividend Equivalents and Declared Distributions, respectively, in Other non-current liabilities on the

Consolidated Balance Sheets.

Equity-Based Compensation Expense

As of December 31, 2025, the unrecognized equity-based compensation expense and the related weighted-average

remaining expense period, as applicable, related to the types of equity-based compensation awards described above were as

follows:

The following table includes the equity-based compensation the Company recognized by award type from the view of

expense related to pre-IPO and post-IPO awards.

11. EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income attributable to Ryan Specialty Holdings, Inc. by the weighted-

average number of shares of Class A common stock outstanding during the period. Diluted earnings per share is computed

giving effect to potentially dilutive shares, including LLC equity awards and the non-controlling interests’ LLC Common

Units that are exchangeable into Class A common stock. As shares of Class B common stock do not share in earnings and

are not participating securities, they are not included in the Company’s calculation. A reconciliation of the numerator and

denominator used in the calculation of basic and diluted earnings per share of Class A common stock is as follows:

The following numbers of shares were excluded from the calculation of diluted earnings per share because the effect of

including such potentially dilutive shares would have been antidilutive:

1 Weighted-average units outstanding during the period.

12. DERIVATIVES

Deal-Contingent Foreign Currency Forward

In December 2023, the Company entered into the Deal-Contingent Forward to manage the risk of appreciation of the GBP-

denominated purchase price of the acquisition of Castel. The Deal-Contingent Forward had a 200.0 million GBP notional

amount and was executed when the Castel acquisition closed on May 1, 2024. As the Deal-Contingent Forward was an

economic hedge and had not been designated as an accounting hedge, losses resulting from the Deal-Contingent Forward

were recognized through earnings in the periods incurred.

Interest Rate Cap

In April 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 in the amount of $25.5 million. The interest rate cap had a $1,000.0 million notional

amount, 2.75% strike, and terminated on December 31, 2025. At inception, the Company formally designated the interest

rate cap as a cash flow hedge, which remained effective through the instrument’s termination date.

For the years ended December 31, 2025, 2024, and 2023, decreases of $13.9 million, $15.7 million, and $16.2 million,

respectively, in the fair value of the interest rate cap were recognized in OCI. See Note 17, Income Taxes, for further

information on the tax effects on OCI related to the interest rate cap.

The location and gains (losses) on derivatives were recognized on the Consolidated Statements of Income as follows:

The location and fair value of derivatives designated as hedging instruments were recognized on the Consolidated Balance

Sheets as follows:

See Note 14, Fair Value Measurements, for further information on the fair value of derivatives.

13. VARIABLE INTEREST ENTITIES

As discussed in Note 1, Basis of Presentation, the Company consolidates the LLC as a VIE under ASC 810. The

Company’s financial position, financial performance, and cash flows effectively represent those of the LLC as of and for

the year ended December 31, 2025, with the exception of Cash and cash equivalents of $22.5 million, Other current assets

of $18.3 million, Deferred tax assets of $309.1 million, Accounts payable and accrued liabilities of $1.1 million, Other

non-current liabilities of $4.3 million, and the entire balance of the Tax Receivable Agreement liabilities of $459.0 million

on the Consolidated Balance Sheets, which are attributable solely to Ryan Specialty Holdings, Inc. As of December 31,

2024, Cash and cash equivalents of $27.2 million, Other current assets of $15.4 million, Deferred tax assets of $448.1

million, Accounts payable and accrued liabilities of $0.9 million, Other non-current liabilities of $2.9 million, and the

entire balance of the Tax Receivable Agreement liabilities of $436.3 million on the Consolidated Balance Sheet were

attributable solely to Ryan Specialty Holdings, Inc.

14. FAIR VALUE MEASUREMENTS

Accounting standards establish a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair values as

follows:

Level 1: Observable inputs such as quoted prices for identical assets in active markets;

Level 2: Inputs other than quoted prices for identical assets in active markets, that are observable either directly or

indirectly; and

Level 3: Unobservable inputs in which there is little or no market data which requires the use of valuation techniques and

the development of assumptions.

The level in the fair value hierarchy within which the fair value measurement is classified is determined based on the

lowest level of input that is significant to the fair value measurement in its entirety.

The carrying amount of financial assets and liabilities reported on the Consolidated Balance Sheets for commissions and

fees receivable–net, other current assets, accounts payable, short-term debt, and other accrued liabilities as of December 31,

2025 and 2024, approximate fair value because of the short-term duration of these instruments. The fair value of long-term

debt, including the Term Loan, Senior Secured Notes, any current portion of such debt, and the units subject to mandatory

redemption, which were included only as of December 31, 2024, was $3,308.4 million and $3,275.1 million as of

December 31, 2025 and 2024, respectively. The fair value of the Term Loan and Senior Secured Notes would be classified

as Level 2 in the fair value hierarchy and the units subject to mandatory redemption would have been classified as Level 3.

See Note 8, Debt, for the carrying values of the Company’s debt.

Derivative Instruments

Deal-Contingent Foreign Currency Forward

The Company entered into the Deal-Contingent Forward to manage the risk of appreciation of the GBP-denominated

purchase price of the Castel acquisition. The fair value of the Deal-Contingent Forward was determined by comparing the

contractual foreign exchange rates to forward market rates for various future dates, probability weighted for when the

acquisition was anticipated to close, and discounted to the valuation date. The lowest level of inputs used that were

significant in determining the fair value were considered Level 3 inputs. See Note 12, Derivatives, for further information

on the Deal-Contingent Forward.

Interest Rate Cap

The Company used an interest rate cap to manage its exposure to interest rate fluctuations related to the Company’s Term

Loan. The fair value of the interest rate cap was determined using the market standard methodology of discounting the

future expected cash receipts that would occur if variable interest rates rose above the strike rate of the cap. The variable

interest rates used in the calculation of projected receipts on the cap were based on an expectation of future interest rates

derived from observable market interest rate curves and volatilities. The inputs used in determining the fair value of the

interest rate cap were considered Level 2 inputs. See Note 12, Derivatives, for further information on the interest rate cap.

Contingent Consideration

The fair values of contingent consideration and contingently returnable consideration are based on the present value of the

future expected payments to be made to the sellers and to be received from the sellers, respectively, of certain acquired

businesses in accordance with the provisions outlined in the respective purchase agreements, which are Level 3 fair value

measurements. In determining fair value, the Company estimates cash payments and receipts based on management’s

financial projections of the performance of each acquired business relative to the formula specified by each purchase

agreement. The Company utilizes Monte Carlo simulations to evaluate financial projections of each acquired business. The

Monte Carlo models consider forecasted revenue and EBITDA and market risk-adjusted revenue and EBITDA, which are

run through a series of simulations. As of December 31, 2025, the models used risk-free rates, expected volatility, and a

credit spread that ranged from 1.9% to 3.7%, 6.2% to 21.5%, and 0.8% to 2.7%, respectively. As of December 31, 2024,

the models used risk-free rates, expected volatility, and a credit spread that ranged from 3.5% to 5.4%, 6.8% to 18.7%, and

0.7% to 2.6%, respectively. The Company discounts the expected payments created by the Monte Carlo model to present

value using a risk-adjusted rate that takes into consideration the market-based rates of return that reflect the ability of the

acquired entity to achieve its targets. The discount rate ranges used to present value the cash payments as of December 31,

2025 and 2024, were 4.2% to 6.4% and 5.0% to 6.6%, respectively.

Each period, the Company revalues the contingent consideration and contingently returnable consideration associated with

certain prior acquisitions to their fair value and records the related changes of the fair value in Change in contingent

consideration on the Consolidated Statements of Income. Changes in contingent consideration result from changes in the

assumptions regarding probabilities of successful achievement of related EBITDA and revenue milestones, the estimated

timing in which milestones are achieved, and the discount rate used to estimate the fair value of the liability. Contingent

consideration may change significantly as the Company’s revenue growth rate and EBITDA estimates evolve and

additional data is obtained, impacting the Company’s assumptions. The use of different assumptions and judgments could

result in a materially different estimate of fair value which may have a material impact on the results from operations and

financial position. See Note 4, Mergers and Acquisitions, for further information on contingent consideration.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring

basis by fair value hierarchy input level:

Contingently returnable consideration of $3.3 million and $1.3 million was recorded in Other current assets on the

Consolidated Balance Sheets as of December 31, 2025 and 2024, respectively. Contingently returnable consideration of

$3.3 million and $4.2 million was recorded in Other non-current assets on the Consolidated Balance Sheets as of

December 31, 2025 and 2024, respectively. Contingent consideration of $55.9 million and $48.2 million was recorded in

Accounts payable and accrued liabilities on the Consolidated Balance Sheets as of December 31, 2025 and 2024,

respectively. Contingent consideration of $92.5 million and $80.9 million was recorded in Other non-current liabilities on

the Consolidated Balance Sheets as of December 31, 2025 and 2024, respectively.

Level 3 Assets and Liabilities Measured at Fair Value

The following is a reconciliation of the beginning and ending balances of the Level 3 assets and liabilities measured at fair

value:

1 For the year ended December 31, 2025, the activity includes contingent consideration liabilities established for immaterial

acquisitions not disclosed in Note 4, Mergers and Acquisitions.

For the year ended December 31, 2025, the $1.9 million settlement of contingently returnable consideration is presented in

the financing section of the Consolidated Statements of Cash Flows. For the year ended December 31, 2025, $19.4 million

and $29.3 million of contingent consideration settlements are presented in the operating and financing sections,

respectively, of the Consolidated Statements of Cash Flows. For the year ended December 31, 2024, $5.4 million related to

the loss on the settlement of the Deal-Contingent Forward is presented in the operating section of the Consolidated

Statements of Cash Flows.

15. COMMITMENTS AND CONTINGENCIES

Legal – E&O and Other Considerations

As an E&S and Admitted markets intermediary, the Company faces ordinary course of business E&O exposure. The

Company also has potential E&O risk if an insurance carrier with which Ryan Specialty placed coverage denies coverage

for a claim or pays less than the insured believes is the full amount owed. The Company seeks to resolve, through

commercial accommodations, certain matters to limit the economic exposure, including potential legal fees, and

reputational risk created by E&O matters as well as disagreements between a carrier and the insured.

The Company utilizes insurance to provide protection from E&O liabilities that may arise during the ordinary course of

business. Ryan Specialty’s E&O insurance provides aggregate coverage for E&O losses up to $150.0 million in excess of a

per claim retention amount of $5.0 million. The Company periodically determines a range of possible outcomes using the

best available information that relies, in part, on projecting historical claim data into the future. Loss contingencies of $3.2

million and $4.9 million were recorded for outstanding matters as of December 31, 2025 and 2024, respectively. Loss

contingencies exclude the impact of any loss recoveries. The Company recognized the net impact of loss contingencies and

any loss recoveries of $4.0 million, $1.8 million, and $6.9 million of E&O expense for the years ended December 31, 2025,

2024, and 2023, respectively, in General and administrative expense on the Consolidated Statements of Income. The

historical claim and commercial accommodation data used to project the current estimates may not be indicative of future

claim activity. Thus, the estimates could change in the future as more information becomes known, which could materially

impact the amounts reported and disclosed herein.

During 2022, the Company placed certain insurance policies through a trading partner with the understanding that the

policies were underwritten by highly rated insurance capital. The policies were instead underwritten by an insurance carrier

that was not considered satisfactory by the Company or the insureds. 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 and unpaid covered claims (collectively, the “Replacement Costs”).

The Company recognized an estimated loss contingency related to the Replacement Costs of $0.3 million and a loss

recovery related to the claim for Replacement Costs of $20.2 million within Accounts payable and accrued liabilities and

Other current assets, respectively, on the Consolidated Balance Sheets as of December 31, 2024. During the year ended

December 31, 2025, the Company collected $22.1 million from its E&O insurance carriers related to the claim for the

Replacement Costs and there was no remaining loss recovery outstanding at December 31, 2025. In the aggregate, the loss

contingency and related loss recovery resulted in a $2.5 million expense recognized in the year ended December 31, 2022,

and no further expense related to this matter has been recognized since. The Company does not expect any additional

Replacement Costs to arise in relation to this matter.

16. RELATED PARTIES

Equity Method Investments

Ryan Investment Holdings

Ryan Investment Holdings, LLC (“RIH”) was formed as an investment holding company designed to aggregate the funds

of Ryan Specialty and Geneva Ryan Holdings, LLC (“GRH”) for investment in Geneva Re Partners, LLC (“GRP”). GRH

was formed as an investment holding company designed to aggregate investment funds of Patrick G. Ryan and other

affiliated investors. Two affiliated investors are LLC Unitholders and directors of the Company, and another is an LLC

Unitholder and employee of the Company. Ryan Specialty does not consolidate GRH as the Company does not have a

direct investment in or variable interest in this entity.

The Company holds a 47% interest in RIH and GRH holds the remaining 53% interest. RIH has a 50% non-controlling

interest in GRP and the other 50% is owned by Nationwide Mutual Insurance Company. GRP wholly owns Geneva Re, a

Bermuda-regulated reinsurance company, and GR Bermuda SAC Ltd (the “Segregated Account Company”). The

Segregated Account Company has one segregated account, which is beneficially owned by a third-party insurance

company (the “Third-party Insurer”). RIH is considered a related party variable interest entity under common control with

the Company. The Company is not most closely associated with the variable interest entity and therefore does not

consolidate RIH. The assets of RIH are restricted to settling obligations of RIH, pursuant to Delaware limited liability

company statutes.

The Company is not required to contribute any additional capital to RIH, and its maximum exposure to loss on the equity

method investment is the total invested capital of $47.0 million. The Company may be exposed to losses arising from the

equity method investment as a result of underwriting losses recognized at Geneva Re or losses on Geneva Re’s investment

portfolio. The carrying value of the Company’s equity method investment in RIH was $92.7 million and $70.9 million as

of December 31, 2025 and 2024, respectively. RIH has committed to contribute additional capital to GRP over the next

several years. Patrick G. Ryan, through a trust of which he is the beneficiary and co-trustee, has committed to personally

fund any such additional capital contributions. Any such additional capital contributions under this commitment will not

affect the relative ownership of RIH’s common equity.

Velocity Specialty Insurance Company

On May 1, 2025, the Company acquired a 9.9% interest in VSIC, an insurance carrier writing middle market and small to

medium business risks in catastrophe exposed areas, for $16.6 million. The Company accounts for its investment in VSIC

under the equity method of accounting as the Company has the ability to exercise significant influence over VSIC primarily

through board representation. The carrying value of the Company’s equity method investment in VSIC was $17.3 million

as of December 31, 2025.

Other Related Parties

Geneva Re

The Company has a service agreement with Geneva Re to provide both administrative services to, as well as disburse

payments for costs directly incurred by, Geneva Re. These direct costs include compensation expenses incurred by

employees of Geneva Re. The Company had $0.3 million due from Geneva Re under this agreement as of December 31,

2025 and 2024.

Ryan Re Services Agreements with Geneva Re

Ryan Re, a wholly owned subsidiary of the Company, is party to a services agreement with Geneva Re to provide, among

other services, certain underwriting and administrative services to Geneva Re. Ryan Re receives a service fee equal to

115% of the administrative costs incurred by Ryan Re in providing these services to Geneva Re. Revenue earned from

Geneva Re was $1.6 million, $1.5 million, and $1.5 million for the years ended December 31, 2025, 2024, and 2023,

respectively. Receivables due from Geneva Re under this agreement were $0.8 million and $0.7 million as of December 31,

2025 and 2024, respectively.

Ryan Re is party to a services agreement with Geneva Re under which Ryan Re subcontracts certain services to Geneva Re

that are required for the segregated account of the Segregated Account Company on behalf of the Third-party Insurer. The

Company incurred expense of $11.7 million, $10.5 million, and $7.5 million during the years ended December 31, 2025,

2024, and 2023, respectively. The Company had prepaid expenses of $6.4 million and $5.2 million as of December 31,

2025 and 2024, respectively, related to this services agreement. The prepaid expenses are included in Other currents assets

on the Consolidated Balance Sheets.

Claims Management Agreement with VSIC

Velocity Claims, LLC (“Velocity Claims”) and Velocity, wholly owned subsidiaries of the Company, are party to a claims

management agreement with VSIC under which Velocity Claims receives compensation equal to 1% of indemnity and

expenses paid, net of subrogation, on each claim that Velocity participates on. Revenue recognized from this agreement

was $0.3 million during the year ended December 31, 2025. Receivables due from VSIC under this agreement were $0.1

million as of December 31, 2025.

Company Leasing of Corporate Jets

In the ordinary course of its business, the Company charters executive jets for business purposes from Executive Jet

Management (“EJM”), a third-party service provider. Mr. Ryan indirectly owns aircraft that he leases to EJM for EJM’s

charter operations for which he receives remuneration from EJM. The Company pays market rates for chartering aircraft

through EJM, unless the particular aircraft chartered is Mr. Ryan’s, in which case the Company receives a discount below

market rates. Historically, the Company has been able to charter Mr. Ryan’s aircraft and make use of this discount. The

Company recognized expense related to business usage of the aircraft of $0.9 million, $1.2 million, and $1.0 million for the

years ended December 31, 2025, 2024, and 2023, respectively.

Personal Guarantee

In April 2021, Mr. Ryan personally guaranteed up to $10.0 million of the financial obligations of the Company under an

agency agreement with certain insurance companies that are affiliated with National Indemnity Company. The Company

did not pay Mr. Ryan any consideration for this guarantee. Mr. Ryan’s guarantee may be replaced by the Company with a

letter of credit at any time, subject to the prior approval of the insurance companies. Mr. Ryan will not personally guarantee

any further additional financial obligations of the Company or any of its subsidiaries.

17. INCOME TAXES

The Company is taxed as a corporation for income tax purposes and is subject to federal, state, and local taxes with respect

to its allocable share of any net taxable income from the LLC. The LLC is a limited liability company taxed as a

partnership for income tax purposes, and its taxable income or loss is passed through to its members, including the

Company. The LLC is subject to income taxes on its taxable income in certain foreign countries, in certain state and local

jurisdictions that impose income taxes on partnerships, and on the taxable income of its U.S. corporate subsidiaries.

The components of income before income taxes were as follows:

The components of income tax expense were as follows:

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

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

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

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

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

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

Control Reorganization section below for more information.

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

acquisitions that resulted in CCRs.

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

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

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

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

Common Control Reorganizations (CCRs)

Subsequent to the acquisition of Velocity, which was acquired by a wholly owned subsidiary of Ryan Specialty Holdings,

Inc., the Company converted Velocity into an LLC (“Velocity LLC”) and transferred Velocity LLC to the LLC. This legal

entity reorganization was considered a transaction between entities under common control. The CCR, inclusive of impacts

from the Velocity measurement period adjustments, resulted in a reduction of deferred tax assets in the Company’s basis

difference in its investment in the LLC of $146.0 million and a non-cash deferred income tax expense of $48.9 million for

the year ended December 31, 2025. Additionally, the difference between the carrying value and the fair value of the

investment transferred under common control resulted in an increase of $29.8 million to Non-controlling interests on the

Consolidated Statements of Stockholders’ Equity during the year ended December 31, 2025.

Subsequent to the acquisition of Innovisk, which was purchased by Ryan Specialty Holdings, Inc., the Company

reorganized Innovisk and transferred the resulting LLCs and foreign subsidiaries to the LLC. This legal entity

reorganization was considered a transaction between entities under common control. The CCR resulted in deferred tax

liabilities of $40.7 million and a non-cash deferred income tax expense of $11.4 million for the year ended December 31,

2024. Additionally, the difference between the carrying value and the fair value of the investments transferred under

common control resulted in an increase of $7.3 million to Non-controlling interests on the Consolidated Statements of

Stockholders’ Equity during the year ended December 31, 2024. During the year ended December 31, 2025, as a result of

measurement period adjustments for Innovisk, the Company recognized $0.3 million of non-cash deferred income tax

benefit.

Subsequent to the acquisitions of Socius and AccuRisk, which were purchased by a wholly owned subsidiary of Ryan

Specialty Holdings, Inc., the Company converted Socius to an LLC and reorganized AccuRisk and transferred those LLCs

to the LLC. These legal entity reorganizations were considered transactions between entities under common control. The

CCRs resulted in a net, non-cash deferred income tax expense of $18.4 million for the year ended December 31, 2023.

Additionally, the difference between the carrying value and the fair value of the investments transferred under common

control resulted in an increase of $18.9 million to Non-controlling interests on the Consolidated Statements of

Stockholders’ Equity during the year ended December 31, 2023. During the year ended December 31, 2024, as a result of

measurement period adjustments for AccuRisk, the Company recognized $1.9 million of non-cash deferred income tax

benefit.

Uncertain Tax Positions

The Company does not believe it has any significant uncertain tax positions and therefore has no unrecognized tax benefits

as of December 31, 2025, that if recognized would affect the annual effective tax rate. The 2022 through 2024 tax years for

the Company, the LLC, and the Company’s C-Corporation subsidiaries are considered open for purposes of federal

examination. The 2021 through 2024 tax years for the Company’s material foreign tax jurisdictions, the United Kingdom

and Spain, are considered open for purposes of examination. As of the issuance date of this Form 10-K, one of the LLC’s

subsidiaries is under state examination for the 2020 tax year. There are no other ongoing U.S. federal, state, or foreign tax

audits or examinations as of the date of issuance of this Form 10-K.

Deferred Tax Assets and Liabilities

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

During the year ended December 31, 2025, the decrease in Deferred tax assets was primarily driven by reductions in the

investment in the LLC’s deferred tax assets arising from the CCRs described above.

As of December 31, 2025, the Company had $60.4 million of federal net operating loss (“NOL”) carryforwards with an

indefinite carryforward period, $40.5 million of state NOL carryforwards that will begin to expire in 2030, and $33.2

million of foreign NOL carryforwards that will begin to expire in 2030. The Company has recorded valuation allowances

of $15.5 million and $23.1 million against the state and foreign NOLs, respectively.

As of December 31, 2025, the Company had $4.2 million in foreign tax credit carryforwards that will begin to expire in

2026. The Company assessed the available positive and negative evidence, including tax planning strategies and recent

results of foreign operations, to determine whether it was more likely than not that the existing deferred tax asset would be

realized. A significant piece of objective negative evidence evaluated was the inability to use all available foreign tax

credits for the year ended December 31, 2025. On the basis of this evaluation, a full valuation allowance of $4.2 million

was recorded with respect to this deferred tax asset as of December 31, 2025. The amount of the deferred tax asset

considered realizable, however, could be adjusted in the future if estimates of the Company’s ability to use the available

foreign tax credits change.

With the exception of the NOLs and tax credits discussed above, as of December 31, 2025, the Company concluded that,

based on the weight of all available positive and negative evidence, the majority of the Company’s deferred tax assets are

more likely than not to be realized. As such, no other valuation allowances have been recognized against those deferred tax

assets. The valuation allowances recognized will be maintained until there is sufficient evidence to support the reversal of

all or some portion of the allowances.

Cash Paid for Income Taxes

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

Tax Receivable Agreement (TRA)

The Company recognizes a liability on the Consolidated Balance Sheets based on the undiscounted estimated future

payments under the TRA. The amounts payable under the TRA will vary depending upon a number of factors, including

the amount, character, and timing of the taxable income of the Company in the future. Based on current projections, the

Company anticipates having sufficient taxable income to be able to realize the benefits and has recorded Tax Receivable

Agreement liabilities of $459.0 million related to these benefits on the Consolidated Balance Sheets as of December 31,

2025. The following summarizes activity related to the Tax Receivable Agreement liabilities:

The increases in the TRA liabilities due to exchanges of LLC Common Units for Class A common stock were recognized

in Additional paid-in capital on the Consolidated Statements of Stockholders’ Equity and increases in the TRA liabilities

due to accrued interest were recognized in Other non-operating loss (income) on the Consolidated Statements of Income.

During the year ended December 31, 2024, the Company remeasured the TRA liabilities due to changes in state tax rates,

which decreased its estimated cash tax savings from 26.12% to 26.00%. The changes were recognized in Other non-

operating loss (income) on the Consolidated Statements of Income. Total realized tax savings in 2025 for the year ended

December 31, 2024, from each of the tax attributes associated with the TRA were $28.9 million; $24.6 million, exclusive

of the related accrued interest, was paid to current and certain former LLC unitholders, representing 85% of the realized tax

savings. The remaining 15%, or $4.3 million, of the realized tax savings was retained by the Company.

Non-controlling Interest Holders’ Tax Distributions

The Company declared tax distributions to the non-controlling interest holders of $62.5 million, $84.8 million, and $74.6

million during the years ended December 31, 2025, 2024, and 2023, respectively. Non-controlling interest holders’ tax

distributions for quarterly estimates are generally paid throughout the year they relate to, and a final payment is made in the

first half of the subsequent year.

Other Comprehensive Income (Loss)

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

18. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Changes in the balance of Accumulated other comprehensive income (loss), net of tax, were as follows:

1 Change in share of equity method investments’ other comprehensive income (loss) on the Consolidated Statements of

Comprehensive Income.

19. SEGMENT REPORTING

Segment Information

Ryan Specialty is organized as a single operating and reporting segment. The Company’s chief operating decision maker

(“CODM”) is its Chief Executive Officer. The Company has identified its single operating segment utilizing a management

approach that aligns with the manner in which the CODM utilizes the Company’s consolidated financial information for

resource allocation and performance evaluation. Refer to Note 1, Basis of Presentation, for a description of the Company’s

products and services and to Note 3, Revenue from Contracts with Customers, for the disaggregation of revenue by

Specialty.

The CODM utilizes consolidated net income as the primary metric to monitor budget versus actual results, assess the

performance of the business, and make decisions regarding resource allocation. The following table provides information

about the Company’s revenue and includes a reconciliation to net income:

1 Compensation-related expense includes salaries, commissions, bonus compensation, benefits, payroll taxes, and

contractor costs, and excludes equity-based compensation expense, and acquisition and restructuring related expenses.

2 General and administrative expense includes travel and entertainment, professional services, occupancy, IT related costs,

and other operating costs, and excludes acquisition and restructuring related expenses.

3 Other segment items include equity-based compensation expense, and acquisition and restructuring related compensation

and general and administrative expenses.

Geographic Information

Revenue is primarily recognized based on the country in which the services are performed. The following table illustrates

the geographic regions for the Company’s revenue:

The Company did not have material revenue from operations in any individual foreign country for the years ended

December 31, 2025, 2024, or 2023. Asset information is not presented to the CODM. Substantially all of the Company’s

tangible long-lived assets are located in the United States; therefore, geographic information for long-lived assets is not

presented.

20. SUPPLEMENTAL FINANCIAL INFORMATION

Interest Income

The Company earned interest income of $7.6 million, $21.5 million, and $32.0 million during the years ended

December 31, 2025, 2024, and 2023, respectively, on its operating Cash and cash equivalents. Interest income is

recognized in Interest expense, net on the Consolidated Statements of Income.

Supplemental Cash Flow Information

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

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

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

Derivatives, for further information on the interest rate cap.

21. RESTRUCTURING

In February 2023, the Company initiated the ACCELERATE 2025 program to enable continued growth, drive innovation,

and deliver sustainable productivity improvements over the long term. The restructuring plan aimed to reduce costs and

increase efficiencies through a focus on optimizing the Company’s operations and technology. In its expanded form, the

restructuring plan was expected to incur total restructuring costs of approximately $110.0 million through December 31,

2024. The total expected costs of the plan included $55.0 million related to operations and technology optimization, $40.0

million related to employee compensation and benefits, and $15.0 million related to asset impairment and other termination

costs. The plan was completed on December 31, 2024, as anticipated.

The table below presents the restructuring expense incurred:

During the years ended December 31, 2024 and 2023, the Company recognized restructuring expenses of $39.9 million and

$22.6 million, respectively, including contractor costs, in Compensation and benefits, and $19.8 million and $25.8 million,

respectively, in General and administrative expense on the Consolidated Statements of Income.

The table below presents a summary of changes in the restructuring liability:

Accrued costs in the table above include both costs expensed and capitalized during the period. As of December 31, 2024

and 2023, $15.3 million and $5.3 million, respectively, of the restructuring liability was included in Accounts payable and

accrued liabilities and $5.5 million and $1.7 million, respectively, was included in Current Accrued compensation on the

Consolidated Balance Sheets. The total restructuring liability outstanding as of December 31, 2024, was paid during the

year ended December 31, 2025.

22. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through February 13, 2026, and has concluded that no events have occurred

that require disclosure other than the events listed below.

On February 10, 2026, the Company’s Board of Directors approved a share repurchase program that authorizes the

Company to repurchase up to $300.0 million of its outstanding Class A common stock. Share repurchases may be made

from time to time on the open market, in privately negotiated transactions, using Rule 10b5-1 trading plans, as accelerated

share repurchases, or in any other manner that complies with the applicable securities law. The timing of purchases and

number of shares repurchased under the program will depend upon a variety of factors including the Company’s stock

price, trading volume, working capital or other liquidity requirements, and market conditions. The Company is not

obligated to purchase any shares under the program and the program may be suspended or discontinued at any time without