UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________

FORM 10-Q

____________

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

For the transition period from _________to

Commission File Number: 001-40645

____________

RYAN SPECIALTY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

____________

Delaware	86-2526344
(State or Other Jurisdiction of<br><br>Incorporation or Organization)	(I.R.S. Employer<br><br>Identification No.)
155 N. Wacker Drive, Suite 4000
Chicago, IL	60606
(Address of principal executive offices)	(Zip Code)	(312) 784-6001
---
(Registrant’s telephone number, including area code)

____________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br><br>symbol	Name of each exchange<br><br>on which registered
Class A Common Stock, $0.001 par value per share	RYAN	The New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934

during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing

requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of

Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such

files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an

emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth

company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new

or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

On October 28, 2024, the Registrant had 261,841,819 shares of common stock outstanding, consisting of 125,171,615 shares of Class A common stock,

$0.001 par value, and 136,670,204 shares of Class B common stock, $0.001 par value.

Ryan Specialty Holdings, Inc.

INDEX

PART I. FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
	Consolidated Statements of Income (Loss) (Unaudited)	1
	Consolidated Statements of Comprehensive Income (Loss) (Unaudited)	2
	Consolidated Balance Sheets (Unaudited)	3
	Consolidated Statements of Cash Flows (Unaudited)	4
	Consolidated Statements of Stockholders’ Equity (Unaudited)	5
	Notes to the Consolidated Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	57
Item 4.	Controls and Procedures	58
PART II. OTHER INFORMATION		59
Item 1.	Legal Proceedings	59
Item 1A.	Risk Factors	59
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	59
Item 3.	Defaults Upon Senior Securities	59
Item 4.	Mine Safety Disclosures	59
Item 5.	Other Information	59
Item 6.	Exhibits	60

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities

Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements, other than statements of

historical fact included in this Quarterly Report on Form 10-Q, are forward-looking statements. Forward-looking

statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future

performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to

historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,”

“plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in

connection with any discussion of the timing or nature of future operating or financial performance or other events. For

example, all statements we make relating to our estimated costs, expenditures, cash flows, growth rates and financial

results, any future dividends, our plans, anticipated amount and timing of cost savings relating to the restructuring plan, and

objectives for future operations, growth or initiatives, strategies or the expected outcome or impact of pending or

threatened litigation, are forward-looking statements. All forward-looking statements are subject to risks and uncertainties

that may cause actual results to differ materially from those that we expected, including:

•our failure to successfully execute our succession plan for Patrick G. Ryan or other members of our senior

management team or to recruit and retain revenue producers;

•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 cyberattacks;

•the potential loss of our relationships with insurance carriers or our clients, failure to maintain good relationships

with insurance carriers or clients, becoming dependent upon a limited number of insurance carriers or clients, or

the failure to develop new insurance carrier and client relationships;

•errors in, or ineffectiveness of, our underwriting models and the risks presented to our reputation and relationships

with insurance carriers, retail brokers, and agents;

•failure to maintain, protect, and enhance our brand or prevent damage to our reputation;

•unsatisfactory evaluation of potential acquisitions, the integration of acquired businesses, and/or introduction of

new products, lines of business, and markets;

•our inability to successfully recover upon experiencing a disaster or other interruption in business continuity;

•the impact of third parties that perform key functions of our business operations acting in ways that harm our

business;

•the cyclicality of, and the economic conditions in, the markets in which we operate and conditions that result in

reduced insurer capacity or a migration of business away from the E&S market and into the Admitted market;

•a reduction in insurer capacity to adequately and appropriately underwrite risk and provide coverage;

•our international operations expose us to various international risks, including required compliance with legal and

regulatory obligations, that are different, and at times more burdensome, than those set forth in the United States;

•changes in interest rates and deterioration of credit quality could reduce the value of our cash balances or interest

income;

•failure to maintain the valuable aspects of our Company’s culture;

•significant competitive pressures in each of our businesses;

•decreases in premiums or commission rates set by insurers, or actions by insurers seeking repayment of

commissions;

•decrease in the amount of supplemental or contingent commissions we receive;

•our inability to collect our receivables;

•disintermediation within the insurance industry and shifts away from traditional insurance markets;

•changes in the mode of compensation in the insurance industry;

•impairment of goodwill and intangibles;

•the impact on our operations and financial condition from the effects of a pandemic or the outbreak of a

contagious disease and resulting governmental and societal responses;

•the inability to maintain rapid growth and generate sufficient revenue to maintain profitability;

•the loss of clients or business as a result of consolidation within the retail insurance brokerage industry;

•the impact if our MGA or MGU programs are terminated or changed;

•the inability to achieve the intended results of our previously announced restructuring program;

•significant investment in our growth strategy and whether expectation of internal efficiencies are realized;

•our ability 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 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 economic and political conditions of the countries and regions in which we operate;

•the challenges with properly assessing, and managing the adoption and use of, artificial intelligence technologies;

•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;

•the impact of 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;

•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;

•changes in tax laws or regulations;

•decreased commission revenues due to proposed tort reform legislation;

•the impact of regulations affecting insurance carriers;

•our outstanding debt potentially adversely affecting our financial flexibility and subjecting us to restrictions and

limitations that could significantly affect our ability to operate;

•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 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

•other factors disclosed in the section entitled “Risk Factors” in our Annual Report on Form 10-K and our

Quarterly Reports on Form 10-Q.

We derive many of our forward-looking statements from our operating budgets and forecasts that are based on many

detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict

the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results.

Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are

disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition

and Results of Operations” in this Quarterly Report on Form 10-Q and under the Section entitled “Risk Factors” in the

Company’s Annual Report on Form 10-K for the year ended December 31, 2023. All written and oral forward-looking

iii

statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary

statements as well as other cautionary statements that are made from time to time in our filings with the SEC and other

public communications. You should evaluate all forward-looking statements made in this Quarterly Report on Form 10-Q

in the context of these risks and uncertainties.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject.

These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and

while we believe such information forms a reasonable basis for such statements, such information may be limited or

incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review

of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not

to unduly rely upon these statements.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In

addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if

substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The

forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date hereof. We

undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or

otherwise, except as otherwise required by law.

Commonly Used Defined Terms

As used in this Quarterly Report on Form 10-Q, unless the context indicates or otherwise requires, the following terms

have the following meanings:

•“2030 Senior Secured Notes”: The 4.375% senior secured notes due 2030 issued on February 3, 2022.

•“2032 Senior Secured Notes”: The 5.875% senior secured notes due 2032 issued on September 19, 2024.

•“we,” “us,” “our,” the “Company,” “Ryan Specialty,” and similar references refer: (i) Following the consummation

of the Organizational Transactions, including our IPO, to Ryan Specialty Holdings, Inc., and, unless otherwise

stated, all of its subsidiaries, including the LLC, and (ii) prior to the completion of the Organizational Transactions,

including our IPO, to the LLC and, unless otherwise stated, all of its subsidiaries.

•“Adjusted Term SOFR”: Prior to January 19, 2024, the interest rate per annum based on the Secured Overnight

Financing Rate (“SOFR”) plus a Credit Spread Adjustment of 10 basis points, 15 basis points, or 25 basis points for

the one-month, three-month, or six-month borrowing periods, respectively, subject to a 75 basis point floor. After

January 19, 2024, the interest rate per annum no longer includes the Credit Spread Adjustment. After September 13,

2024, the 75 basis point floor was reduced to 0.

•“Admitted”: The insurance market comprising insurance carriers licensed to write business on an “admitted” basis by

the insurance commissioner of the state in which the risk is located. Insurance rates and forms in this market are

highly regulated by each state and coverages are largely uniform.

•“Binding Authority”: Our Binding Authority receives submissions for insurance directly from retail brokers,

evaluates price and makes underwriting decisions regarding these submissions based on narrowly prescribed

guidelines provided by carriers, and binds and issues policies on behalf of insurance carriers who retain the insurance

underwriting risk.

•“Board” or “Board of Directors”: The board of directors of Ryan Specialty.

•“Class C Incentive Units”: Class C common incentive units, initially of the LLC on and prior to September 30, 2021,

and then subsequently of New LLC, that are subject to vesting and will be exchangeable into LLC Common Units.

•“Credit Agreement”: The credit agreement, as amended, dated September 1, 2020, among Ryan Specialty, LLC and

JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto.

•“Credit Facility”: The Term Loan and the Revolving Credit Facility.

•“E&O”: Errors and omissions.

•“E&S”: Excess and surplus lines. In this insurance market, carriers are licensed on a “non-admitted” basis. The

excess and surplus lines market often offers carriers more flexibility in terms, conditions, and rates than does the

Admitted market.

•“Exchange Act”: Securities Exchange Act of 1934, as amended.

•“IPO”: Initial public offering.

•“LLC”: Ryan Specialty, LLC, together with its parent New LLC, and their subsidiaries.

•“LLC Common Units”: Non-voting common interest units initially of the LLC on and prior to September 30, 2021,

and then subsequently of New LLC or LLC, as the context requires.

•“LLC Operating Agreement”: The Seventh Amended and Restated Limited Liability Company Agreement of the

LLC.

•“LLC Units”: Class A common units and Class B common units of the LLC prior to the Organizational Transactions.

•“LLC Unitholders”: Holders of the LLC Units or the LLC Common Units, as the context requires.

•“MGA”: Managing general agent.

•“MGU”: Managing general underwriter.

•“New LLC”: New Ryan Specialty, LLC is a Delaware limited liability company and a direct subsidiary of Ryan

Specialty Holdings, Inc.

•“New LLC Operating Agreement”: The Amended and Restated Limited Liability Company Agreement of New LLC.

•“Onex”: Onex Corporation and its affiliates, a holder of LLC Units and Class B preferred units of the LLC held prior

to the Organizational Transactions, and one of our shareholders following the Organizational Transactions.

•“Organizational Transactions”: The series of organizational transactions completed by the Company in connection

with the IPO, as described in the Form 10-K filed with the SEC on March 16, 2022.

•“Revolving Credit Facility”: Prior to July 30, 2024, the $600 million revolving credit facility under the Company’s

Credit Agreement. After July 30, 2024, the $1,400 million revolving credit facility under the Company’s Credit

Agreement.

•“Ryan Parties”: Patrick G. Ryan and certain members of his family and various entities and trusts over which Patrick

G. Ryan and his family exercise control.

•“SEC”: The Securities and Exchange Commission.

•“Senior Secured Notes”: The 2030 Senior Secured Notes and the 2032 Senior Secured Notes.

•“Specialty”: One of the three Ryan Specialty primary distribution channels, which includes Wholesale Brokerage,

Binding Authority, and Underwriting Management.

•“Stock Option”: A non-qualified stock option award that gives the grantee the option to buy a specified number of

shares of Class A common stock at the grant date price.

•“Tax Receivable Agreement” or “TRA”: The tax receivable agreement entered into in connection with the IPO.

•“Term Loan”: Prior to September 13, 2024, the senior secured Term Loan B for $1.65 billion in principal amount

under the Company’s Credit Agreement. After September 13, 2024, the senior secured Term Loan B for $1.70

billion in principal amount under the Company’s Credit Agreement.

•“U.S. GAAP”: Accounting principles generally accepted in the United States of America.

•“Underwriting Management”: Our Underwriting Management Specialty administers a number of MGUs, MGAs,

and programs that offer commercial and personal insurance for specific product lines or industry classes.

Underwriters act with delegated underwriting authority based on varying degrees of prescribed guidelines as

provided by carriers, quoting, binding and issuing policies on behalf of Ryan Specialty’s carrier trading partners

which retain the insurance underwriting risk.

•“Wholesale Brokerage”: Our Wholesale Brokerage Specialty distributes a wide range and diversified mix of

specialty property, casualty, professional lines, personal lines and workers’ compensation insurance products, as a

broker between the carriers and retail brokerage firms.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Ryan Specialty Holdings, Inc.

Consolidated Statements of Income (Loss) (Unaudited)

(In thousands, except share and per share data)

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2024	2023	2024	2023
REVENUE
Net commissions and fees	$588,129	$487,345	$1,806,264	$1,507,878
Fiduciary investment income	16,565	14,593	45,917	36,808
Total revenue	$604,694	$501,938	$1,852,181	$1,544,686
EXPENSES
Compensation and benefits	393,249	329,212	1,180,825	989,294
General and administrative	88,684	69,288	247,518	202,595
Amortization	39,182	29,572	97,711	79,125
Depreciation	2,467	2,201	6,820	6,570
Change in contingent consideration	(365)	1,848	813	4,358
Total operating expenses	$523,217	$432,121	$1,533,687	$1,281,942
OPERATING INCOME	$81,477	$69,817	$318,494	$262,744
Interest expense, net	49,388	31,491	109,916	89,840
(Income) from equity method investment in related<br><br>party	(4,182)	(2,271)	(13,510)	(5,882)
Other non-operating loss	16,590	67	18,575	37
INCOME BEFORE INCOME TAXES	$19,681	$40,530	$203,513	$178,749
Income tax expense (benefit)	(8,962)	24,827	16,155	42,772
NET INCOME	$28,643	$15,703	$187,358	$135,977
Net income attributable to non-controlling interests,<br><br>net of tax	11,054	20,750	106,447	97,786
NET INCOME (LOSS) ATTRIBUTABLE TO<br><br>RYAN SPECIALTY HOLDINGS, INC.	$17,589	$(5,047)	$80,911	$38,191
NET INCOME (LOSS) PER SHARE OF CLASS<br><br>A COMMON STOCK:
Basic	$0.15	$(0.04)	$0.67	$0.34
Diluted	$0.09	$(0.04)	$0.59	$0.34
WEIGHTED-AVERAGE SHARES OF CLASS A<br><br>COMMON STOCK OUTSTANDING:
Basic	121,915,952	115,872,327	119,383,234	113,291,850
Diluted	272,686,269	115,872,327	271,283,392	124,883,523

See accompanying Notes to the Consolidated Financial Statements (Unaudited)

Ryan Specialty Holdings, Inc.

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(In thousands)

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2024	2023	2024	2023
NET INCOME	$28,643	$15,703	$187,358	$135,977
Net income attributable to non-controlling interests,<br><br>net of tax	11,054	20,750	106,447	97,786
NET INCOME (LOSS) ATTRIBUTABLE TO<br><br>RYAN SPECIALTY HOLDINGS, INC.	$17,589	$(5,047)	$80,911	$38,191
Other comprehensive income (loss), net of tax:
Gain (loss) on interest rate cap	(2,891)	2,760	2,853	7,628
(Gain) on interest rate cap reclassified to earnings	(2,441)	(2,215)	(7,011)	(5,518)
Foreign currency translation adjustments	6,658	(567)	7,177	(179)
Change in share of equity method investment in<br><br>related party other comprehensive income (loss)	(149)	(267)	985	270
Total other comprehensive income (loss), net of<br><br>tax	$1,177	$(289)	$4,004	$2,201
COMPREHENSIVE INCOME (LOSS)<br><br>ATTRIBUTABLE TO RYAN SPECIALTY<br><br>HOLDINGS, INC.	$18,766	$(5,336)	$84,915	$40,392

See accompanying Notes to the Consolidated Financial Statements (Unaudited)

Ryan Specialty Holdings, Inc.

Consolidated Balance Sheets (Unaudited)

(In thousands, except share and per share data)

	September 30, 2024	December 31, 2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$235,199	$838,790
Commissions and fees receivable – net	334,637	294,195
Fiduciary cash and receivables	3,357,047	3,131,660
Prepaid incentives – net	8,309	8,718
Other current assets	84,165	62,229
Total current assets	$4,019,357	$4,335,592
NON-CURRENT ASSETS
Goodwill	2,341,340	1,646,482
Customer relationships	1,283,489	572,416
Other intangible assets	69,167	38,254
Prepaid incentives – net	15,449	15,103
Equity method investment in related party	62,444	46,099
Property and equipment – net	45,703	42,427
Lease right-of-use assets	122,617	127,708
Deferred tax assets	486,432	383,816
Other non-current assets	32,505	39,312
Total non-current assets	$4,459,146	$2,911,617
TOTAL ASSETS	$8,478,503	$7,247,209
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$206,185	$136,340
Accrued compensation	325,120	419,560
Operating lease liabilities	21,489	21,369
Tax Receivable Agreement liabilities	22,721	—
Short-term debt and current portion of long-term debt	33,316	35,375
Fiduciary liabilities	3,357,047	3,131,660
Total current liabilities	$3,965,878	$3,744,304
NON-CURRENT LIABILITIES
Accrued compensation	52,261	24,917
Operating lease liabilities	148,487	154,457
Long-term debt	2,646,550	1,943,837
Tax Receivable Agreement liabilities	432,406	358,898
Deferred tax liabilities	21,162	55
Other non-current liabilities	110,227	41,097
Total non-current liabilities	$3,411,093	$2,523,261
TOTAL LIABILITIES	$7,376,971	$6,267,565
STOCKHOLDERS’ EQUITY
Class A common stock ($0.001 par value; 1,000,000,000 shares authorized, 125,096,524 and 118,593,062<br><br>shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively)	125	119
Class B common stock ($0.001 par value; 1,000,000,000 shares authorized, 136,724,772 and 141,621,188<br><br>shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively)	137	142
Class X common stock ($0.001 par value; 10,000,000 shares authorized, 640,784 shares issued and 0<br><br>outstanding at September 30, 2024 and December 31, 2023)	—	—
Preferred stock ($0.001 par value; 500,000,000 shares authorized, 0 shares issued and outstanding at<br><br>September 30, 2024 and December 31, 2023)	—	—
Additional paid-in capital	500,518	441,997
Retained earnings	124,973	114,420
Accumulated other comprehensive income	7,080	3,076
Total stockholders’ equity attributable to Ryan Specialty Holdings, Inc.	$632,833	$559,754
Non-controlling interests	468,699	419,890
Total stockholders’ equity	$1,101,532	$979,644
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$8,478,503	$7,247,209

See accompanying Notes to the Consolidated Financial Statements (Unaudited)

Ryan Specialty Holdings, Inc.

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

	Nine Months Ended September 30,
	2024	2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$187,358	$135,977
Adjustments to reconcile net income to cash flows provided by operating activities:
(Income) from equity method investment in related party	(13,510)	(5,882)
Amortization	97,711	79,125
Depreciation	6,820	6,570
Prepaid and deferred compensation expense	25,220	8,882
Non-cash equity-based compensation	61,664	54,136
Amortization of deferred debt issuance costs	21,838	9,125
Amortization of interest rate cap premium	5,216	5,216
Deferred income tax expense (benefit)	(1,959)	11,745
Deferred income tax expense from reorganization	—	20,679
Loss on Tax Receivable Agreement	646	478
Changes in operating assets and liabilities, net of acquisitions:
Commissions and fees receivable – net	21,514	3,875
Accrued interest liability	2,260	(4,293)
Other current and non-current assets	(12,826)	10,935
Other current and non-current accrued liabilities	(146,724)	(86,233)
Total cash flows provided by operating activities	$255,228	$250,335
CASH FLOWS FROM INVESTING ACTIVITIES
Business combinations – net of cash acquired and cash held in a fiduciary capacity	(1,256,732)	(366,149)
Capital expenditures	(29,705)	(16,013)
Repayments of prepaid incentives	—	228
Total cash flows used in investing activities	$(1,286,437)	$(381,934)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Senior Secured Notes	595,200	—
Borrowings on Revolving Credit Facility	850,000	—
Repayments on Revolving Credit Facility	(850,000)	—
Debt issuance costs paid	(16,771)	—
Proceeds from term debt	107,625	—
Repayment of term debt	(8,250)	(12,375)
Payment of contingent consideration	—	(4,477)
Tax distributions to non-controlling LLC Unitholders	(65,833)	(52,633)
Receipt of taxes related to net share settlement of equity awards	26,502	7,786
Taxes paid related to net share settlement of equity awards	(18,516)	(7,091)
Dividends paid to Class A common shareholders	(66,507)	—
Distributions to non-controlling LLC Unitholders	(16,754)	—
Payment of accrued return on Ryan Re preferred units	(2,047)	—
Net change in fiduciary liabilities	90,700	36,832
Total cash flows provided by (used in) financing activities	$625,349	$(31,958)
Effect of changes in foreign exchange rates on cash, cash equivalents, and cash and cash equivalents held in a<br><br>fiduciary capacity	5,641	(828)
NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A<br><br>FIDUCIARY CAPACITY	$(400,219)	$(164,385)
CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY<br><br>CAPACITY—Beginning balance	1,756,332	1,767,385
CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY<br><br>CAPACITY—Ending balance	$1,356,113	$1,603,000
Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity
Cash and cash equivalents	235,199	754,370
Cash and cash equivalents held in a fiduciary capacity	1,120,914	848,630
Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity	$1,356,113	$1,603,000

See accompanying Notes to the Consolidated Financial Statements (Unaudited)

Ryan Specialty Holdings, Inc.

Consolidated Statements of Stockholders’ Equity (Unaudited)

(In thousands, except share data)

	Class A<br><br>Common Stock		Class B<br><br>Common Stock		Additional<br><br>Paid-in<br><br>Capital	Retained<br><br>Earnings	Accumulated<br><br>Other<br><br>Comprehensive<br><br>Income	Non-<br><br>controlling<br><br>Interests	Total<br><br>Stockholders’<br><br>Equity
	Shares	Amount	Shares	Amount
Balance at December 31, 2023	118,593,062	$119	141,621,188	$142	$441,997	$114,420	$3,076	$419,890	$979,644
Net income	—	—	—	—	—	16,535	—	24,142	40,677
Issuance of common stock	9,449	—	—	—	—	—	—	—	—
Exchange of LLC equity for common stock	134,959	—	(134,959)	—	240	—	—	(240)	—
Class A common stock dividends and Dividend Equivalents	—	—	—	—	—	(42,418)	—	—	(42,418)
Distributions and Declared Distributions to non-controlling<br><br>LLC Unitholders	—	—	—	—	—	—	—	(5,766)	(5,766)
Tax Receivable Agreement liability and deferred taxes arising<br><br>from LLC interest ownership changes	—	—	—	—	(78)	—	—	—	(78)
Distributions declared for non-controlling interest holders’ tax	—	—	—	—	—	—	—	(22,177)	(22,177)
Change in share of equity method investment in related party<br><br>other comprehensive income	—	—	—	—	—	—	1,510	2,270	3,780
Gain on interest rate cap, net	—	—	—	—	—	—	1,918	2,887	4,805
Foreign currency translation adjustments	—	—	—	—	—	—	(408)	(616)	(1,024)
Equity-based compensation	—	—	—	—	17,297	—	—	13	17,310
Balance at March 31, 2024	118,737,470	$119	141,486,229	$142	$459,456	$88,537	$6,096	$420,403	$974,753
Net income	—	—	—	—	—	46,787	—	71,251	118,038
Issuance of common stock	270,510	—	8,992	—	989	—	—	1,179	2,168
Exchange of LLC equity for common stock	331,150	—	(331,150)	—	598	—	—	(598)	—
Equity awards withheld for settlement of employee tax<br><br>obligations	—	—	—	—	—	—	—	(284)	(284)
Class A common stock dividends and Dividend Equivalents	—	—	—	—	—	(13,764)	—	—	(13,764)
Distributions and Declared Distributions to non-controlling<br><br>LLC Unitholders	—	—	—	—	—	—	—	(5,758)	(5,758)
Tax Receivable Agreement liability and deferred taxes arising<br><br>from LLC interest ownership changes	—	—	—	—	709	—	—	(201)	508
Distributions declared for non-controlling interest holders’ tax	—	—	—	—	—	—	—	(22,829)	(22,829)
Change in share of equity method investment in related party<br><br>other comprehensive income	—	—	—	—	—	—	(376)	(564)	(940)
Loss on interest rate cap, net	—	—	—	—	—	—	(744)	(1,116)	(1,860)
Foreign currency translation adjustments	—	—	—	—	—	—	927	1,382	2,309
Equity-based compensation	—	—	—	—	16,378	—	—	4,517	20,895
Balance at June 30, 2024	119,339,130	$119	141,164,071	$142	$478,130	$121,560	$5,903	$467,382	$1,073,236

	Class A<br><br>Common Stock		Class B<br><br>Common Stock		Additional<br><br>Paid-in<br><br>Capital	Retained<br><br>Earnings	Accumulated<br><br>Other<br><br>Comprehensive<br><br>Income	Non-<br><br>controlling<br><br>Interests	Total<br><br>Stockholders’<br><br>Equity
	Shares	Amount	Shares	Amount
Balance at June 30, 2024	119,339,130	$119	141,164,071	$142	$478,130	$121,560	$5,903	$467,382	$1,073,236
Net income	—	—	—	—	—	17,589	—	11,054	28,643
Issuance of common stock	1,123,824	1	32,262	—	3,307	—	—	3,670	6,978
Forfeiture of common stock	(1,883)	—	—	—	—	—	—	—	—
Exchange of LLC equity for common stock	4,635,453	5	(4,471,561)	(5)	8,005	—	—	(8,005)	—
Class A common stock dividends and Dividend Equivalents	—	—	—	—	—	(14,176)	—	—	(14,176)
Distributions and Declared Distributions to non-controlling<br><br>LLC Unitholders	—	—	—	—	—	—	—	(5,622)	(5,622)
Tax Receivable Agreement liability and deferred taxes arising<br><br>from LLC interest ownership changes	—	—	—	—	8,131	—	—	—	8,131
Distributions declared for non-controlling interest holders’ tax	—	—	—	—	—	—	—	(21,952)	(21,952)
Change in share of equity method investment in related party<br><br>other comprehensive income	—	—	—	—	—	—	(149)	(204)	(353)
Loss on interest rate cap, net	—	—	—	—	—	—	(5,332)	(7,397)	(12,729)
Foreign currency translation adjustments	—	—	—	—	—	—	6,658	9,259	15,917
Equity-based compensation	—	—	—	—	2,945	—	—	20,514	23,459
Balance at September 30, 2024	125,096,524	$125	136,724,772	$137	$500,518	$124,973	$7,080	$468,699	$1,101,532

See accompanying Notes to the Consolidated Financial Statements (Unaudited)

Ryan Specialty Holdings, Inc.

Consolidated Statements of Stockholders’ Equity (Unaudited)

(In thousands, except share data)

	Class A<br><br>Common Stock		Class B<br><br>Common Stock		Additional<br><br>Paid-in<br><br>Capital	Retained<br><br>Earnings	Accumulated<br><br>Other<br><br>Comprehensive<br><br>Income (Loss)	Non-<br><br>controlling<br><br>Interests	Total<br><br>Stockholders’<br><br>Equity
	Shares	Amount	Shares	Amount
Balance at December 31, 2022	112,437,825	$112	147,214,275	$147	$418,123	$53,988	$6,035	$339,407	$817,812
Net income	—	—	—	—	—	13,160	—	23,297	36,457
Issuance of common stock	3,468	—	—	—	—	—	—	—	—
Exchange of LLC equity for common stock	792,358	1	(792,358)	(1)	1,430	—	—	(1,430)	—
Tax Receivable Agreement liability and deferred taxes arising<br><br>from LLC interest ownership changes	—	—	—	—	(395)	—	—	—	(395)
Distributions declared for non-controlling interest holders’ tax	—	—	—	—	—	—	—	(15,382)	(15,382)
Change in share of equity method investment in related party<br><br>other comprehensive income	—	—	—	—	—	—	214	370	584
Loss on interest rate cap, net	—	—	—	—	—	—	(2,251)	(3,889)	(6,140)
Foreign currency translation adjustments	—	—	—	—	—	—	285	498	783
Equity-based compensation	—	—	—	—	17,740	—	—	139	17,879
Balance at March 31, 2023	113,233,651	$113	146,421,917	$146	$436,898	$67,148	$4,283	$343,010	$851,598
Net income	—	—	—	—	—	30,078	—	53,739	83,817
Issuance of common stock	104,196	—	21,006	—	—	—	—	—	—
Exchange of LLC equity for common stock	1,871,084	2	(1,871,084)	(2)	3,474	—	—	(3,474)	—
Tax Receivable Agreement liability and deferred taxes arising<br><br>from LLC interest ownership changes	—	—	—	—	449	—	—	—	449
Distributions declared for non-controlling interest holders’ tax	—	—	—	—	—	—	—	(21,992)	(21,992)
Change in share of equity method investment in related party<br><br>other comprehensive income	—	—	—	—	—	—	323	545	868
Gain on interest rate cap, net	—	—	—	—	—	—	3,816	6,434	10,250
Foreign currency translation adjustments	—	—	—	—	—	—	103	176	279
Equity-based compensation	—	—	—	—	12,104	—	—	6,545	18,649
Balance at June 30, 2023	115,208,931	$115	144,571,839	$144	$452,925	$97,226	$8,525	$384,983	$943,918
Net income (loss)	—	—	—	—	—	(5,047)	—	20,750	15,703
Issuance of common stock	426,647	—	41,446	—	2,694	—	—	—	2,694
Exchange of LLC equity for common stock	2,586,950	3	(2,586,950)	(3)	4,804	—	—	(4,804)	—
Tax Receivable Agreement liability and deferred taxes arising<br><br>from LLC interest ownership changes	—	—	—	—	(32,970)	—	—	13,136	(19,834)
Distributions declared for non-controlling interest holders’ tax	—	—	—	—	—	—	—	(18,104)	(18,104)
Change in share of equity method investment in related party<br><br>other comprehensive loss	—	—	—	—	—	—	(267)	(405)	(672)
Gain on interest rate cap, net	—	—	—	—	—	—	545	829	1,374
Foreign currency translation adjustments	—	—	—	—	(17)	—	(567)	(862)	(1,446)
Equity-based compensation	—	—	—	—	14,868	—	—	2,740	17,608
Balance at September 30, 2023	118,222,528	$118	142,026,335	$141	$442,304	$92,179	$8,236	$398,263	$941,241

See accompanying Notes to the Consolidated Financial Statements (Unaudited)

Ryan Specialty Holdings, Inc.

Notes to the Consolidated Financial Statements (Unaudited)

(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 investment, the Company does not take on any underwriting risk.

The Company is headquartered in Chicago, Illinois, and has operations in the United States, Canada, the United Kingdom,

Europe, 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

September 30, 2024, the Company owned 47.8% of the outstanding LLC Common Units.

Basis of Presentation

The accompanying unaudited consolidated interim financial statements and notes thereto have been prepared in accordance

with U.S. GAAP. Certain information and disclosures normally included in the financial statements prepared in accordance

with U.S. GAAP have been omitted pursuant to the rules and regulations of the SEC for interim financial information.

These consolidated interim financial statements should be read in conjunction with the audited consolidated financial

statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on February 28,

Interim results are not necessarily indicative of results for the full fiscal year due to seasonality and other factors.

In the opinion of management, the unaudited consolidated interim 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. Certain prior period amounts in the Consolidated Statements of Cash Flows have been reclassified

to conform to the current year presentation.

Principles of Consolidation

The unaudited consolidated interim 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 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 unaudited consolidated interim financial statements and notes thereto requires management to make

estimates, judgments, and assumptions that affect the amounts reported in the unaudited consolidated interim 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.

Significant Accounting Policies

There have been no material changes in the Company’s significant accounting policies from those that were disclosed for

the year ended December 31, 2023, in the Company’s Annual Report on Form 10-K filed with the SEC on February 28,

2024.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280) — Improvements to Reportable

Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis. This

ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning

after December 15, 2024, with early adoption permitted. The amendments in this ASU should be applied retrospectively to

all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this

ASU on its consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740) — Improvements to Income Tax Disclosures,

which includes amendments that further enhance income tax disclosures, primarily through standardization and

disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. This ASU is effective for annual

periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the

impact of adopting this ASU on its consolidated financial statements and disclosures.

New Accounting Pronouncements Recently Adopted

In March 2024, the FASB issued ASU 2024-01 Compensation — Stock Compensation (Topic 718) — Scope Application of

Profits Interest and Similar Awards, which provides illustrative examples to demonstrate how an entity should apply the

scope guidance in paragraph 718-10-15-3 to determine whether profits interests and similar awards should be accounted for

in accordance with Topic 718. This ASU is effective for public companies for fiscal years beginning after December 15,

2024, but early adoption is permitted. The Company adopted this standard retrospectively on January 1, 2024, with no

material impact to the consolidated financial statements or disclosures.

In March 2024, the FASB issued ASU 2024-02 Codification Improvements — Amendments to Remove References to the

Concept Statements, which removes references to various FASB Concepts Statements in order to simplify the Codification

and draw a distinction between authoritative and nonauthoritative literature. This ASU is effective for public companies for

fiscal years beginning after December 15, 2024, but early adoption is permitted. The Company adopted this standard

prospectively on January 1, 2024, with no material impact to the consolidated financial statements or disclosures.

2. Revenue from Contracts with Customers

Disaggregation of Revenue

The following table summarizes revenue from contracts with customers by Specialty:

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2024	2023	2024	2023
Wholesale Brokerage	$346,666	$308,872	$1,114,240	$976,338
Binding Authority	76,497	69,245	245,762	208,547
Underwriting Management	164,966	109,228	446,262	322,993
Total Net commissions and fees	$588,129	$487,345	$1,806,264	$1,507,878

Contract Balances

Contract assets, which arise primarily from the Company’s supplemental and contingent commission arrangements and

medical stop loss business, are included within Commissions and fees receivable – net on the Consolidated Balance Sheets.

The contract assets balance was $18.5 million and $13.4 million as of September 30, 2024 and December 31, 2023,

respectively. For contract assets, payment is typically due within one year of the completed performance obligation. The

contract liability balance related to deferred revenue, which is included in Accounts payable and accrued liabilities on the

Consolidated Balance Sheets, was $11.2 million and $7.8 million as of September 30, 2024 and December 31, 2023,

respectively. During the three and nine months ended September 30, 2024, $0.5 million and $7.1 million, respectively, of

the contract liabilities outstanding as of December 31, 2023, was recognized in revenue.

3. Mergers and 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.

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.

On September 1, 2024, the Company completed the acquisition of certain assets of Greenhill Underwriting Insurance

Services, LLC (“Greenhill”), an MGU focused on the allied health industry headquartered in Houston, Texas, for cash

consideration of $11.7 million.

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.

The $103.8 million of contingent consideration liabilities and $4.9 million of contingently returnable consideration

established for the acquisitions that occurred during the nine months ended September 30, 2024, were measured at the

estimated acquisition date fair value and were non-cash investing transactions. These arrangements are based on specified

revenue or EBITDA targets over the next three fiscal years.

The following table summarizes the estimated fair value of the aggregate assets and liabilities acquired during the nine

months ended September 30, 2024:

	Castel	US Assure	Greenhill	Ethos P&C	Total
Cash and cash equivalents	$10,294	$7,181	$314	$—	$17,789
Commissions and fees receivable – net	10,657	50,111	46	—	60,814
Fiduciary cash and receivables	119,333	122,136	3,222	—	244,691
Goodwill2	190,602	457,847	7,268	24,246	679,963
Customer relationships1	97,820	670,300	4,158	21,100	793,378
Other intangible assets	875	9,900	—	—	10,775
Lease right-of-use assets	1,269	2,256	—	—	3,525
Other current and non-current assets	1,277	606	—	—	1,883
Total assets acquired	$432,127	$1,320,337	$15,008	$45,346	$1,812,818
Accounts payable and accrued liabilities	1,138	9,284	—	—	10,422
Accrued compensation	43,538	3,084	49	1,371	48,042
Fiduciary liabilities	119,433	122,136	3,222	—	244,791
Operating lease liabilities	1,269	2,256	—	—	3,525
Deferred tax liabilities2	21,816	—	—	—	21,816
Total liabilities assumed	$187,194	$136,760	$3,271	$1,371	$328,596
Net assets acquired	$244,933	$1,183,577	$11,737	$43,975	$1,484,222

1 The acquired customer relationships have a weighted average amortization period of 13.8 years.

2 Includes a correction of an error to the purchase price allocation for the Castel acquisition, which resulted in an increase

to Deferred tax liabilities and Goodwill of $24.6 million. The table above shows the deferred tax liabilities net of deferred

tax assets of $2.8 million.

Estimated tax deductible goodwill of $545.6 million was generated as a result of the acquisitions above. The Company

recognized acquisition-related expenses, which include advisory, legal, accounting, valuation, and other costs related to

diligence, for the acquisitions above of $5.3 million and $11.4 million during the three and nine months ended

September 30, 2024, respectively, in General and administrative expense on the Consolidated Statements of Income (Loss).

In conjunction with the closing of the Castel acquisition, the deal-contingent foreign currency forward (the “Deal-

Contingent Forward”), as described in Note 11, Derivatives, was settled.

The Company recognized an aggregate $24.5 million and $33.8 million of revenue related to the acquisitions above from

their respective acquisition dates for the three and nine months ended September 30, 2024, respectively.

2023 Acquisitions

On January 3, 2023, the Company completed the acquisition of certain assets of Griffin Underwriting Services (“Griffin”),

a binding authority specialist and wholesale insurance broker headquartered in Bellevue, Washington, for cash

consideration of $115.5 million.

On July 1, 2023, the Company completed the acquisitions of certain assets of ACE Benefit Partners, Inc. (“ACE”), a

medical stop loss general agent headquartered in Eagle, Idaho, and Point6 Healthcare, LLC (“Point6”), a distributor of

medical stop loss insurance on behalf of retail brokers and third-party administrators headquartered in Plano, Texas, for an

aggregate $46.8 million of cash consideration and $2.3 million of contingent consideration. During nine months ended

September 30, 2024, a measurement period adjustment related to the initial valuation of contingent consideration of $0.6

million was recognized 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 MGU headquartered in Chicago, Illinois, for $98.3 million of cash consideration. During the nine months ended

September 30, 2024, a measurement period adjustment related to the initial valuation of contingent consideration of $0.3

million was recognized in Goodwill on the Consolidated Balance Sheets.

Estimates and assumptions used in the acquisition valuations are subject to change within the measurement period up to

one year from each acquisition date.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information presents the combined results of operations of the Company as if

the 2024 and 2023 acquisitions, excluding Griffin as it is already included in the results of all periods presented, occurred

on January 1, 2023. The unaudited pro forma financial information is presented for informational purposes only and is not

indicative of the results of operations that would have been achieved if the acquisitions had taken place on the date

indicated or of results that may occur in the future. The 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.

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2024	2023	2024	2023
Total revenue	$630,260	$565,699	$1,949,548	$1,746,130
Net income	8,333	25,225	130,932	27,902

The unaudited pro forma financial information includes adjustments of (i) incremental amortization expense on acquired

intangible assets of $12.5 million and $28.3 million for the three months ended September 30, 2024 and 2023, respectively,

and $61.4 million and $89.5 million for the nine months ended September 30, 2024 and 2023, respectively, (ii) a decrease

in transaction costs, including the loss related to the Deal-Contingent Forward for pro forma purposes, of $5.3 million and

$16.2 million for the three and nine months ended September 30, 2024, respectively, and an increase in such costs of $7.7

million for the nine months ended September 30, 2023, (iii) a decrease in financing costs and interest expense resulting

from the debt activity related to the US Assure acquisition of $23.9 million for the three months ended September 30, 2024

and an increase in such costs of $11.0 million and $63.0 million for the three and nine months ended September 30, 2023,

respectively, (iv) a decrease of $20.7 million of income tax expense related to the common control reorganizations as part

of the Socius acquisition for the three months ended September 30, 2023, and (v) incremental tax expenses related to the

pro forma adjustments of $8.9 million and $4.0 million for the three months ended September 30, 2024 and 2023,

respectively, and $3.3 million and $19.7 million for the nine months ended September 30, 2024 and 2023, respectively.

Contingent Consideration

Total consideration for certain acquisitions includes contingent consideration or contingently returnable consideration,

which are 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 13, 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

Consolidated Statements of Income (Loss). The table below summarizes the amounts recognized:

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2024	2023	2024	2023
Change in contingent consideration	$(365)	$1,848	$813	$4,358
Interest expense, net	1,325	789	3,125	2,230
Total	$960	$2,637	$3,938	$6,588

As of September 30, 2024, the aggregate amounts of maximum consideration related to acquisitions were $483.1 million

related to contingent consideration and $20.1 million related to contingently returnable consideration.

4. Restructuring

In February 2023, the Company initiated the ACCELERATE 2025 program that will enable continued growth, drive

innovation, and deliver sustainable productivity improvements over the long term. The restructuring plan aims to reduce

costs and increase efficiencies through a focus on optimizing the Company’s operations and technology. In its expanded

form, the restructuring plan is expected to incur total restructuring costs of approximately $110.0 million through

December 31, 2024, and to generate annual savings of approximately $60.0 million in 2025. The total expected costs of the

plan include $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 table below presents the restructuring expense for the program incurred:

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,		Inception-to-<br><br>Date
	2024	2023	2024	2023	As of<br><br>September 30,<br><br>2024
Operations and technology<br><br>optimization	$6,828	$10,824	$17,714	$18,529	$43,709
Compensation and benefits	3,680	5,109	29,800	6,709	41,120
Asset impairment and other<br><br>termination costs	318	544	318	11,057	11,375
Total	$10,826	$16,477	$47,832	$36,295	$96,204

For the three months ended September 30, 2024 and 2023, the Company recognized restructuring expenses of $5.7 million

and $11.6 million, respectively, including contractor costs, in Compensation and benefits, and $5.1 million and $4.9

million, respectively, in General and administrative expense on the Consolidated Statements of Income (Loss). For the nine

months ended September 30, 2024 and 2023, the Company recognized restructuring expenses of $35.7 million and $13.4

million, respectively, including contractor costs, in Compensation and benefits, and $12.1 million and $22.9 million,

respectively, in General and administrative expense on the Consolidated Statements of Income (Loss).

The table below presents a summary of changes in the restructuring liability:

	Operations and<br><br>Technology<br><br>Optimization	Compensation<br><br>and Benefits	Asset Impairment<br><br>and Other<br><br>Termination Costs	Total
Balance at December 31, 2023	$5,886	$1,080	$—	$6,966
Accrued costs	36,140	29,800	318	66,258
Payments	(29,649)	(27,936)	—	(57,585)
Non-cash adjustments	—	—	(318)	(318)
Balance at September 30, 2024	$12,377	$2,944	$—	$15,321

Accrued costs in the table above include both costs expensed and capitalized during the period. As of September 30, 2024

and December 31, 2023, $11.1 million and $5.3 million, respectively, of the restructuring liability was included in

Accounts payable and accrued liabilities and $4.2 million and $1.7 million, respectively, was included in Current Accrued

compensation on the Consolidated Balance Sheets.

5. Receivables and Other Current Assets

Receivables

The Company had receivables of $334.6 million and $294.2 million outstanding as of September 30, 2024 and

December 31, 2023, 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 credit losses. The Company’s

allowance for 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:

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2024	2023	2024	2023
Beginning of period	$3,153	$2,089	$2,458	$1,980
Write-offs	(1,225)	(441)	(2,510)	(1,342)
Increase in provision	1,691	869	3,671	1,879
End of period	$3,619	$2,517	$3,619	$2,517

Other Current Assets

Major classes of other current assets consist of the following:

	September 30, 2024	December 31, 2023
Prepaid expenses	$45,610	$25,762
Insurance recoverable	20,155	20,562
Other current receivables	18,400	15,905
Total Other current assets	$84,165	$62,229

Other current receivables contain service receivables from Geneva Re, Ltd. See Note 15, Related Parties, for further

information regarding related parties. See Note 14, Commitments and Contingencies, for further information on the

insurance recoverable.

6. Leases

The Company has various non-cancelable 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:

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2024	2023	2024	2023
Lease costs
Operating lease costs	$7,669	$8,687	$23,408	$26,339
Short-term lease costs
Operating lease costs	228	234	675	635
Sublease income	(112)	(193)	(408)	(439)
Lease costs – net	$7,785	$8,728	$23,675	$26,535
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases			$22,516	$23,245
Non-cash related activities
Right-of-use assets obtained in exchange for new<br><br>operating lease liabilities			15,236	9,948
Amortization of right-of-use assets for operating<br><br>lease activity			16,803	20,197
Weighted average discount rate (percent)
Operating leases			5.3 %	5.1 %
Weighted average remaining lease term (years)
Operating leases			7.8	8.3

7. 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:

	September 30, 2024	December 31, 2023
Term debt
7-year term loan facility, periodic interest and quarterly principal<br><br>payments, Adjusted Term SOFR + 2.25% as of September 30, 2024,<br><br>Adjusted Term SOFR + 3.00% as of December 31, 2023, matures<br><br>September 13, 2031	$1,677,446	$1,564,718
Senior secured notes
8-year senior secured notes, semi-annual interest payments, 4.38%,<br><br>matures February 1, 2030	397,057	400,704
8-year secured notes, semi-annual interest payments, 5.88%, matures<br><br>August 1, 2032	591,805	—
Revolving debt
5-year revolving loan facility, periodic interest payments, Adjusted Term<br><br>SOFR + up to 2.50% as of September 30, 2024, Adjusted Term SOFR +<br><br>up to 3.00% as of December 31, 2023, plus commitment fees of<br><br>0.25%-0.50%, matures July 30, 2029	714	377
Premium financing notes
Commercial notes, periodic interest and principal payments, 6.25%,<br><br>expire May 1, 2025	4,642	—
Commercial notes, periodic interest and principal payments, 6.25%,<br><br>expire June 1, 2025	871	—
Commercial notes, periodic interest and principal payments, 6.25%,<br><br>expire June 21, 2025	3,932	—
Commercial notes, periodic interest and principal payments, 5.75%,<br><br>expired May 1, 2024	—	2,251
Commercial notes, periodic interest and principal payments, 5.75%,<br><br>expired June 1, 2024	—	622
Commercial notes, periodic interest and principal payments, 6.00%,<br><br>expired June 19, 2024	—	2,485
Commercial notes, periodic interest and principal payments, 5.75%,<br><br>expired June 21, 2024	—	2,855
Units subject to mandatory redemption	3,399	5,200
Total debt	$2,679,866	$1,979,212
Less: Short-term debt and current portion of long-term debt	(33,316)	(35,375)
Long-term debt	$2,646,550	$1,943,837

Term Loan

The original principal of the Term Loan was $1,650.0 million. As a result of the Seventh Amendment, as defined and

described below, the principal was increased to $1,700.0 million. As of September 30, 2024, $1,700.0 million of the

principal was outstanding, $6.2 million of interest was accrued, and the related unamortized deferred issuance costs were

$28.8 million. As of December 31, 2023, $1,596.4 million of the principal was outstanding, $1.1 million of interest was

accrued, and the related unamortized deferred issuance costs were $32.8 million.

On January 19, 2024, the Company entered into the fifth amendment (the “Fifth Amendment”) to the Credit Agreement. As

a result of the Fifth Amendment, the applicable interest rate of the Term Loan was reduced 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. The portion of the debt related to the lenders that opted out of the repricing was considered

extinguished and their portion of the legacy debt issuance costs of $0.4 million was written off during the nine months

ended September 30, 2024, which was recognized in Interest expense, net on the Consolidated Statements of Income

(Loss). Additionally, the Company incurred third-party fees related to the repricing of $1.9 million for the nine months

ended September 30, 2024, which were recognized in Other non-operating loss on the Consolidated Statements of Income

(Loss).

On September 13, 2024, the Company entered into the seventh amendment (the “Seventh Amendment”) to the Credit

Agreement. As a result of the Seventh Amendment, the principal of the Term Loan was increased to $1,700.0 million, the

applicable interest rate of the Term Loan was reduced from Adjusted Term SOFR + 2.75% to Adjusted Term SOFR +

2.25%, the 0.75% floor on Adjusted Term SOFR was reduced to 0.00%, and the maturity date was extended to

September 13, 2031. Incremental debt issuance costs of $11.1 million were incurred and will be amortized over the

extended term of the loan. The portion of the debt related to the lenders that opted out of the Seventh Amendment was

considered extinguished and their portion of the legacy debt issuance costs of $8.3 million was written off during the three

and nine months ended September 30, 2024, which was recognized in Interest expense, net on the Consolidated Statements

of Income (Loss). Additionally, the Company incurred third-party fees related to the Seventh Amendment of $16.2 million

for the three and nine months ended September 30, 2024, which were recognized in Other non-operating loss on the

Consolidated Statements of Income (Loss).

Revolving Credit Facility

On July 30, 2024, the Company entered into the sixth amendment (the “Sixth Amendment”) to the Credit Agreement,

which provided for an increase in the borrowing capacity of the Revolving Credit Facility from $600.0 million to $1,400.0

million. The Sixth 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 + up to 3.00% to Adjusted Term SOFR + up to 2.50%.

Incremental debt issuance costs of $7.9 million were incurred and will be amortized over the extended term of the facility.

The portion of the debt related to the lender that opted out of the Sixth Amendment was considered extinguished and its

portion of the legacy debt issuance costs of $0.1 million was written off during the three and nine months ended

September 30, 2024, which was recognized in Interest expense, net on the Consolidated Statements of Income (Loss).

The Revolving Credit Facility had a borrowing capacity of $1,400.0 million and $600.0 million as of September 30, 2024

and December 31, 2023, respectively. Due to the nature of the instrument, the deferred issuance costs related to the facility

of $10.1 million and $4.1 million as of September 30, 2024 and December 31, 2023, respectively, were recognized in Other

non-current assets on the Consolidated Balance Sheets. The commitments available to be borrowed under the Revolving

Credit Facility were $1,399.7 million and $599.7 million as of September 30, 2024 and December 31, 2023, respectively,

as the available amount of 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 September 30, 2024

and December 31, 2023, the Company accrued $0.7 million and $0.4 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.

Senior Secured Notes due 2030

In February 2022, the LLC issued $400.0 million of Senior Secured Notes. As of September 30, 2024 and December 31,

2023, accrued interest on the notes was $2.9 million and $7.3 million, respectively, and the related unamortized deferred

issuance costs plus discount were $5.9 million and $6.6 million, respectively.

Senior Secured Notes due 2032

On September 19, 2024, the LLC issued $600.0 million of Senior Secured Notes. As of September 30, 2024, accrued

interest on the notes was $1.2 million and the related unamortized deferred issuance costs were $9.4 million.

Bridge Facility

On July 31, 2024, the Company entered into a 364-day unsecured bridge term loan facility (the “Bridge Facility”), which

provided unsecured bridge financing of up to $500.0 million to finance a portion of the US Assure acquisition price. In lieu

of drawing under the Bridge Facility, the Company borrowed under the Revolving Credit Facility. Concurrent with the

completion of the US Assure acquisition on August 30, 2024, the Bridge Facility was terminated, and the Company

recognized $4.1 million of related deferred financing costs in Interest expense, net on the Consolidated Statements of

Income (Loss) during the three and nine months ended September 30, 2024.

Subsidiary Units Subject to Mandatory Redemption

Ryan Re Underwriting Managers, LLC (“Ryan Re”) has the obligation to settle its outstanding preferred units owned by

Patrick G. Ryan in the amount of the aggregate unreturned capital and unpaid dividends on June 13, 2034, 15 years from

original issuance. As these units are mandatorily redeemable, they are classified as Long-term debt on the Consolidated

Balance Sheets. The historical cost of the units is $3.3 million, which was valued using an implicit rate of 9.8%. Accretion

of the discount using the implicit rate is recognized as Interest expense, net in the Consolidated Statements of Income

(Loss). As of September 30, 2024 and December 31, 2023, interest accrued on these units was $0.1 million and $1.9

million, respectively. $2.0 million of accrued return on the Ryan Re preferred units was paid during the nine months ended

September 30, 2024. See Note 15, Related Parties, for further information on Ryan Re.

8. 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, 10,000,000 shares of Class X 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 initially

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, will be entitled to one vote per share in the future. All holders of Class A common stock and

Class B common stock vote together as a single class except as otherwise required by applicable law or our amended and

restated certificate of incorporation. Holders of Class B common stock do not have any right to receive dividends or

distributions upon the liquidation or winding up of the Company.

In accordance with the New LLC Operating Agreement, the LLC Unitholders are entitled to exchange LLC Common Units

for shares of Class A common stock or, at the Company’s election, for cash from a substantially concurrent public offering

or private sale (based on the price of our Class A common stock in such public offering or private sale). The LLC

Unitholders are also required to deliver to the Company an equivalent number of shares of Class B common stock to

effectuate such an exchange. Any shares of Class B common stock so delivered will be canceled. Shares of Class B

common stock are not issued for Class C Incentive Units that are exchanged for LLC Common Units as these LLC

Common Units are immediately exchanged for Class A common stock as discussed in Note 9, Equity-Based

Compensation.

Class X Common Stock

There were no shares of Class X common stock outstanding as of September 30, 2024 or December 31, 2023. Shares of

Class X common stock have no economic, voting, or dividend rights.

Preferred Stock

There were no shares of preferred stock outstanding as of September 30, 2024 or December 31, 2023. 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 three months ended September 30, 2024, the Company’s Board of Directors declared a regular quarterly cash

dividend of $0.11 per share on the Company’s outstanding Class A common stock. During the nine months ended

September 30, 2024, $66.5 million of dividends, consisting of $27.1 million related to the special Q1 2024 dividend and

$39.4 million related to regular quarterly dividends, was 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 September 30, 2024 and December 31, 2023, the Company owned 47.8% and 45.6%, respectively, of the economic

interests in the LLC, while the non-controlling interest holders owned the remaining 52.2% and 54.4%, respectively, of the

economic interests in the LLC.

Weighted average ownership percentages for the applicable reporting periods are used to attribute net income (loss) and

other comprehensive income (loss) to the Company and the non-controlling interest holders. The non-controlling interest

holders’ weighted average ownership percentage was 57.4% and 56.1% for the three months ended September 30, 2024

and 2023, respectively, and 55.2% and 56.5% for the nine months ended September 30, 2024 and 2023, respectively.

During the three months ended September 30, 2024, the Company declared a regular quarterly cash distribution of $0.04

per unit on the LLC’s outstanding LLC Common Units. During the nine months ended September 30, 2024, $16.8 million

in distributions were paid to the non-controlling interest holders of the LLC Common Units.

9. 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) Restricted Stock Units (“RSUs”),

(ii) Staking Options, (iii) Restricted LLC Units (“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) Performance Stock Units (“PSUs”), and (vi) Performance LLC Units (“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 follow the

vesting schedule of the LLC Units for which they were exchanged. LLC Units historically vested pro rata over 5 years.

	Nine Months Ended September 30, 2024
	Restricted Stock	Weighted Average<br><br>Grant Date<br><br>Fair Value	Restricted<br><br>Common Units	Weighted Average<br><br>Grant Date<br><br>Fair Value
Unvested at beginning of period	938,910	$21.15	1,122,564	$23.84
Granted	—	—	—	—
Vested	(457,906)	21.15	(869,906)	23.84
Forfeited	(1,883)	21.15	—	—
Unvested at end of period	479,121	$21.15	252,658	$23.84

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

10.

Incentive RSUs

As part of the Company’s compensation process, the Company issues Incentive RSUs to certain employees. The 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.

	Nine Months Ended September 30, 2024
	IPO RSUs		Incentive RSUs
	Restricted<br><br>Stock Units	Weighted Average<br><br>Grant Date<br><br>Fair Value	Restricted<br><br>Stock Units	Weighted Average<br><br>Grant Date<br><br>Fair Value
Unvested at beginning of period	3,359,778	$23.07	1,819,916	$38.02
Granted	—	—	794,643	52.72
Vested	(596,879)	22.81	(177,713)	37.73
Forfeited	(40,332)	22.77	(70,305)	40.07
Unvested at end of period	2,722,567	$23.13	2,366,541	$42.92

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 vest either 100% 3 years from the grant date or 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. In general, vested Staking Options are exercisable up to the eleventh

anniversary of the grant date.

Incentive Options

As part of the Company’s compensation process, the Company may issue Incentive Options to certain employees that

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.

	Nine Months Ended September 30, 2024
	Reload Options1	Staking Options1	Incentive<br><br>Options	Incentive Options<br><br>Weighted Average<br><br>Exercise Price
Outstanding at beginning of period	4,473,388	66,667	165,684	$34.39
Granted	—	—	150,000	52.38
Exercised	(508,613)	—	—	—
Forfeited	(17,611)	—	(11,002)	34.39
Outstanding at end of period	3,947,164	66,667	304,682	$43.25

1As 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 nine months ended September 30, 2024, was determined using the

Black-Scholes option pricing model with the following assumptions:

	Incentive Options
Volatility	25.0%
Time to maturity (years)	7.0
Risk-free rate	4.2%
Dividend yield	0.8%
Fair value per option	$17.09

The use of a valuation model for the 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 award. The dividend yield was based on

the Company’s expected dividend rate.

As of September 30, 2024, there were 1,601,823 and 6,666 exercisable Staking and Reload Options, respectively, and no

exercisable Incentive Options. The aggregate intrinsic values and weighted average remaining contractual terms of Stock

Options outstanding and exercisable as of September 30, 2024, were as follows:

Aggregate intrinsic value ( in thousands)
Reload Options outstanding
Reload Options exercisable
Staking Options outstanding
Staking Options exercisable
Incentive Options outstanding
Incentive Options exercisable
Weighted-average remaining contractual term (in years)
Reload Options outstanding
Reload Options exercisable
Staking Options outstanding
Staking Options exercisable
Incentive Options outstanding
Incentive Options exercisable

All values are in US Dollars.

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

As part of the Company’s compensation process, the Company issues Incentive RLUs to certain employees. The 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.

	Nine Months Ended September 30, 2024
	IPO RLUs		Incentive RLUs
	Restricted<br><br>LLC Units	Weighted Average<br><br>Grant Date<br><br>Fair Value	Restricted<br><br>LLC Units	Weighted Average<br><br>Grant Date<br><br>Fair Value
Unvested at beginning of period	1,448,127	$25.09	482,329	$39.80
Granted	—	—	249,971	51.33
Vested	(154,589)	25.05	(45,588)	35.60
Forfeited	—	—	—	—
Unvested at end of period	1,293,538	$25.10	686,712	$44.30

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 vest either 100% 3 years from the grant date or 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

As part of the Company’s compensation process, the Company issues Class C Incentive Units to certain employees, 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 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.

	Nine Months Ended September 30, 2024
	Reload Class C<br><br>Incentive Units	Staking Class C<br><br>Incentive Units	Class C<br><br>Incentive Units	Class C Incentive<br><br>Units Weighted<br><br>Average<br><br>Participation<br><br>Threshold
Unvested at beginning of period	3,911,490	1,876,669	495,822	$36.96
Granted	—	—	—	—
Vested	(2,958,895)	(271,666)	—	—
Forfeited	—	—	—	—
Unvested at end of period	952,595	1,605,003	495,822	$36.84

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 $23.38 and $23.50 as of September 30, 2024 and December 31, 2023,

respectively. The decrease in the participation thresholds for the various types of Class C Incentive Units was due to the

distributions declared to these awards during the nine months ended September 30, 2024.

Performance Based Awards

Performance Stock Units (PSUs) and Performance LLC Units (PLUs)

Certain employees were granted performance-based equity awards, either PSUs or PLUs, subject to the Company’s

achievement of several defined performance metrics including (i) an Adjusted EBITDAC Margin target, (ii) an Organic

Revenue Growth Compound Annual Growth Rate (“CAGR”) target, and (iii) total shareholder return (“TSR”) CAGR

targets. The TSR CAGR targets are measured from the grant date share price to the sum of (i) the average of (a) the volume

weighted average price (“VWAP”) of the Class A common stock for the fourth quarter of 2027 and (b) the VWAP of the

Class A common stock for the first quarter of 2028 and (ii) dividends paid to Class A common shareholders. The Adjusted

EBITDAC Margin and the Organic Revenue Growth CAGR targets as well as a minimum threshold for the TSR CAGR

target must be achieved for the awards to vest. If the Adjusted EBITDAC Margin or the Organic Revenue Growth CAGR

targets are not met, or the TSR CAGR is below the minimum threshold, the awards will be forfeited.

PSUs represent the right to receive Class A common shares and PLUs represent the right to receive LLC Common Units

upon vesting. If the Adjusted EBITDAC Margin and the Organic Revenue Growth CAGR targets are achieved, and the

TSR CAGR meets at least the minimum threshold, the TSR CAGR targets will determine how many Class A common

shares or LLC Common Units, as applicable, the awards vest into. Assuming the minimum threshold is met, the awards

will vest into between 75% and 150% of the applicable stock or units. The payout percentage between the TSR CAGR

range will be determined on a graduated basis. Confirmation of the targets will not occur until after the Company’s fiscal

year 2028 earnings are reported. If the targets are achieved, the awards will vest on April 1, 2029. The probability of

achieving the performance metrics is assessed each reporting period for expense purposes.

	Nine Months Ended September 30, 2024
	PSUs		PLUs
	Performance<br><br>Stock Units	Weighted Average<br><br>Grant Date<br><br>Fair Value	Performance<br><br>LLC Units	Weighted Average<br><br>Grant Date<br><br>Fair Value
Unvested at beginning of period	—	$—	—	$—
Granted	303,721	24.75	487,218	24.40
Vested	—	—	—	—
Forfeited	—	—	—	—
Unvested at end of period	303,721	$24.75	487,218	$24.40

The fair value of the performance-based awards granted during the nine months ended September 30, 2024, was

determined using the Monte Carlo simulation valuation model with the following assumptions:

	PSUs and PLUs
Volatility	24.7%
Time to maturity (years)	4.1
Risk-free rate	4.2%
Initial RYAN stock price	$52.38

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 first quarter of 2028. The risk-free interest rate was

based on U.S. Treasury rates commensurate with the performance period. The initial RYAN stock price is the base for the

stock price CAGR target. The difference in the grant date fair value of the PSUs and PLUs relates to the difference in

Dividend Equivalents and Distributions Declared (as defined below) each award is entitled to accrue.

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 appointed by Onex in accordance with Onex’s nomination rights

who has agreed to forgo any compensation for his service to the Board. The Director Stock Grants are fully vested upon

grant. The Company granted 22,935 Director Stock Grants with a weighted-average grant date fair value of $49.07 and

19,698 Director Stock Grants with a weighted-average grant date fair value of $40.86 during the nine months ended

September 30, 2024 and 2023, 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 forfeited. Class C Incentive Units do not accrue cash distributions but

instead have their participation thresholds lowered by each distribution declared. Options do not participate in dividends.

As of September 30, 2024, the Company accrued $0.8 million and $0.1 million related to Dividend Equivalents and

Declared Distributions, respectively, in Accounts payable and accrued liabilities, and $2.4 million and $0.3 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 September 30, 2024, the unrecognized equity-based compensation costs related to each type of equity-based

compensation award described above and the related weighted-average remaining expense period were as follows:

	Amount
Restricted Stock	1,268
IPO RSUs	29,887
Incentive RSUs	62,355
Reload Options	1,216
Staking Options	253
Incentive Options	2,650
PSUs	6,607
Restricted Common Units	670
IPO RLUs	18,062
Incentive RLUs	21,336
Reload Class C Incentive Units	788
Staking Class C Incentive Units	9,797
Class C Incentive Units	5,882
PLUs	10,448
Total unrecognized equity-based compensation expense	171,219

All values are in US Dollars.

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. The table also presents the unrecognized equity-based compensation

expense as of September 30, 2024, in the same view.

	Recognized				Unrecognized
	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,		As of<br><br>September 30,<br><br>2024
	2024	2023	2024	2023
IPO awards
IPO RSUs and Staking Options	$2,720	$3,654	$9,226	$12,599	$30,140
IPO RLUs and Staking Class C<br><br>Incentive Units	2,146	2,738	7,277	8,866	27,859
Incremental Restricted Stock and<br><br>Reload Options	622	1,156	2,485	3,723	1,850
Incremental Restricted Common<br><br>Units and Reload Class C<br><br>Incentive Units	586	1,779	3,018	5,779	1,257
Pre-IPO incentive awards
Restricted Stock	498	646	1,333	2,144	634
Restricted Common Units	4,733	308	5,095	1,224	201
Post-IPO incentive awards
Incentive RSUs	8,001	5,237	21,759	13,896	62,355
Incentive RLUs	2,058	1,214	5,671	3,329	21,336
Incentive Options	272	125	823	368	2,650
Class C Incentive Units	521	521	1,551	1,385	5,882
PSUs	391	—	910	—	6,607
PLUs	619	—	1,439	—	10,448
Other expense
Director Stock Grants	292	230	1,077	823	N/A
Total equity-based compensation<br><br>expense	$23,459	$17,608	$61,664	$54,136	$171,219

10. Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) attributable to Ryan Specialty Holdings, Inc., by

the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings (loss) 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 (loss) per share of

Class A common stock is as follows:

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2024	2023	2024	2023
Net income	$28,643	$15,703	$187,358	$135,977
Less: Net income attributable to non-controlling<br><br>interests	11,054	20,750	106,447	97,786
Net income (loss) attributable to Ryan Specialty<br><br>Holdings, Inc.	$17,589	$(5,047)	$80,911	$38,191
Numerator:
Net income (loss) attributable to Class A common<br><br>shareholders	$17,589	$(5,047)	$80,911	$38,191
Add (less): Income attributed to substantively<br><br>vested RSUs	369	(100)	(1,339)	687
Net income (loss) attributable to Class A common<br><br>shareholders – basic	$17,958	$(5,147)	$79,572	$38,878
Add: Income attributed to dilutive shares	7,886	—	79,624	3,128
Net income (loss) attributable to Class A common<br><br>shareholders – diluted	$25,844	$(5,147)	$159,196	$42,006
Denominator:
Weighted-average shares of Class A common<br><br>stock outstanding – basic	121,915,952	115,872,327	119,383,234	113,291,850
Add: Dilutive shares	150,770,317	—	151,900,158	11,591,673
Weighted-average shares of Class A common<br><br>stock outstanding – diluted	272,686,269	115,872,327	271,283,392	124,883,523
Earnings (loss) per share
Earnings (loss) per share of Class A common stock<br><br>– basic	$0.15	$(0.04)	$0.67	$0.34
Earnings (loss) per share of Class A common stock<br><br>– diluted	$0.09	$(0.04)	$0.59	$0.34

The following number of shares were excluded from the calculation of diluted earnings (loss) per share because the effect

of including such potentially dilutive shares would have been antidilutive:

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2024	2023	2024	2023
Conversion of non-controlling interest LLC Common<br><br>Units1	—	141,689,681	—	142,974,016
Conversion of vested Class C Incentive Units1	—	98,699	—	65,028
Restricted Stock	—	1,015,761	—	—
IPO RSUs	—	3,229,891	—	—
Incentive RSUs	—	1,776,309	—	—
Reload Options	—	4,548,194	—	—
Staking Options	—	66,667	—	—
Incentive Options	150,000	168,099	150,000	168,099
Restricted Common Units	—	1,239,232	—	—
IPO RLUs	—	1,448,127	—	—
Incentive RLUs	—	482,329	—	—
Reload Class C Incentive Units	—	3,911,490	—	—
Staking Class C Incentive Units	—	1,876,669	—	—
Class C Incentive Units	—	495,822	—	495,822

1Weighted average units outstanding during the period.

11. Derivatives

Deal-Contingent Foreign Currency Forward

On December 21, 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 has a $1,000.0 million notional

amount, 2.75% strike, and terminates on December 31, 2025. At inception, the Company formally designated the interest

rate cap as a cash flow hedge. As of September 30, 2024, the interest rate cap continued to be an effective hedge.

For the three months ended September 30, 2024 and 2023, the decrease of $16.4 million and $0.2 million, respectively, in

the fair value of the interest rate cap were recognized in Other comprehensive income (loss). For the nine months ended

September 30, 2024 and 2023, the decrease of $16.5 million and increase of $0.9 million, respectively, in the fair value of

the interest rate cap were recognized in Other comprehensive income (loss). As of September 30, 2024, the Company

expects $10.6 million of unrealized gains from the interest rate cap to be reclassified into earnings over the next twelve

months. See Note 16, Income Taxes, for further information on the tax effects on other comprehensive income (“OCI”)

related to the interest rate cap.

The location and gains (losses) on derivatives are reported on the Consolidated Statements of Income (Loss) as follows:

		Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	Income Statement<br><br>Caption	2024	2023	2024	2023
Change in the fair value of the<br><br>Deal-Contingent Forward	General and<br><br>administrative	$—	$—	$(4,532)	$—
Total impact of derivatives not designated as<br><br>hedging instruments		$—	$—	$(4,532)	$—
Interest rate cap premium<br><br>amortization	Interest expense, net	$(1,739)	$(1,739)	$(5,216)	$(5,216)
Amounts reclassified out of<br><br>other comprehensive income<br><br>related to the interest rate cap	Interest expense, net	6,689	6,317	19,740	16,381
Total impact of derivatives designated as hedging<br><br>instruments		$4,950	$4,578	$14,524	$11,165

The location and fair value of derivatives are reported on the Consolidated Balance Sheets as follows:

	Balance Sheet<br><br>Caption	September 30, 2024	December 31, 2023
Derivatives not designated as hedging instruments
Deal-Contingent Forward	Accounts payable<br><br>and accrued<br><br>liabilities	$—	$852
Derivatives designated as hedging instruments
Interest rate cap	Other non-current<br><br>assets	$13,196	$29,667

See Note 13, Fair Value Measurements, for further information on the fair value of derivatives.

12. 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 nine months ended September 30, 2024, with the exception of Cash and cash equivalents of $42.2 million, Other

current assets of $7.8 million, Deferred tax assets of $486.3 million, Accounts payable and accrued liabilities of $0.8

million, Other non-current liabilities of $2.4 million, and the entire balance of the Tax Receivable Agreement liabilities of

$455.1 million on the Consolidated Balance Sheets, which are attributable solely to Ryan Specialty Holdings, Inc. As of

December 31, 2023, Cash and cash equivalents of $58.2 million, Deferred tax assets of $383.3 million, and the entire

balance of the Tax Receivable Agreement liabilities of $358.9 million on the Consolidated Balance Sheet were attributable

solely to Ryan Specialty Holdings, Inc.

13. 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 measure in its entirety.

The carrying amount of financial assets and liabilities reported in the Consolidated Balance Sheets for commissions and

fees receivable – net, other current assets, accounts payable, short-term debt, and other accrued liabilities as of

September 30, 2024 and December 31, 2023, 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, the units subject to

mandatory redemption, and any current portion of such debt, was $2,692.1 million and $1,976.5 million as of

September 30, 2024 and December 31, 2023, 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 be classified

as Level 3. See Note 7, 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 are

significant in determining the fair value were considered Level 3 inputs. See Note 11, Derivatives, for further information

on the Deal-Contingent Forward.

Interest Rate Cap

The Company uses 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 is determined using the market standard methodology of discounting the future

expected cash receipts that would occur if variable interest rates rise above the strike rate of the cap. The variable interest

rates used in the calculation of projected receipts on the cap are 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 are considered Level 2 inputs. See Note 11, 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 September 30, 2024, the models used risk-free rates, expected volatility, and a

credit spread that ranged from 4.0% to 5.4%, 6.9% to 18.7%, and 1.0% to 2.4%, respectively. As of December 31, 2023,

the models used risk-free rates, expected volatility, and a credit spread that ranged from 4.9% to 5.4%, 7.0% to 21.7%, and

3.3% to 4.2%, 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 were 5.2% to 6.8%

and 8.3% to 9.1% as of September 30, 2024 and December 31, 2023, 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 in the Consolidated Statements of Income (Loss). 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 different estimate of fair value which may have a material impact on the results from operations and

financial position. See Note 3, 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:

	September 30, 2024			December 31, 2023
	Level 1	Level 2	Level 3	Level 1	Level 2	Level 3
Assets
Interest rate cap	$—	$13,196	$—	$—	$29,667	$—
Contingently returnable<br><br>consideration	—	—	5,587	—	—	—
Liabilities
Contingent consideration	—	—	150,131	—	—	41,050
Deal-Contingent Forward	—	—	—	—	—	852
Total assets and liabilities<br><br>measured at fair value	$—	$13,196	$155,718	$—	$29,667	$41,902

Contingently returnable consideration of $1.3 million and $4.3 million was recorded in Other current assets and Other non-

current assets, respectively, on the Consolidated Balance Sheets as of September 30, 2024. Contingent consideration of

$44.1 million was recorded in Accounts payable and accrued liabilities on the Consolidated Balance Sheets as of

September 30, 2024. Contingent consideration of $106.0 million and $41.1 million was recorded in Other non-current

liabilities on the Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023, 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:

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2024	2023	2024	2023
Assets
Balance at beginning of period	$4,868	$—	$—	$—
Newly established assets due to acquisitions	—	—	4,868	—
Total gains included in earnings	431	—	431	—
Total gains included in OCI	288	—	288	—
Balance at end of period	$5,587	$—	$5,587	$—
Liabilities
Balance at beginning of period	$44,971	$25,290	$41,902	$29,251
Newly established liability due to acquisitions	103,769	8,091	103,769	8,091
Total losses included in earnings	1,391	2,637	8,901	6,588
Settlements	—	—	(5,384)	(7,912)
Acquisition measurement period adjustments	—	—	943	—
Balance at end of period	$150,131	$36,018	$150,131	$36,018

For the nine months ended September 30, 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. For the nine months ended

September 30, 2023, $3.4 million and $4.5 million settlements of contingent consideration are presented in the operating

and financing sections, respectively, of the Consolidated Statements of Cash Flows.

14. 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 a disagreement between a carrier and the insured, as well as other E&O matters.

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’s aggregate coverage for E&O losses increased from $100.0

million to $150.0 million as of June 1, 2024. The Company’s per claim retention amount increased from $2.5 million to

$5.0 million as of June 1, 2023. 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 $5.7

million and $6.4 million were recorded for outstanding matters as of September 30, 2024 and December 31, 2023,

respectively. Loss contingencies exclude the impact of any loss recoveries. The Company recognized the net impact of the

loss contingencies and any loss recoveries of a $0.9 million benefit and $0.8 million expense for the three months ended

September 30, 2024 and 2023, respectively, and $0.8 million and $5.5 million expense for the nine months ended

September 30, 2024 and 2023, respectively, in General and administrative expense on the Consolidated Statements of

Income (Loss). 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 has and may continue to

incur losses (“Replacement Costs”) arising from the original placements. The Company has determined that it is probable

that it will be exposed to the Replacement Costs on policies placed with this trading partner. The Company recognized an

estimated loss contingency of $0.9 million and $0.2 million, respectively, as of September 30, 2024 and December 31,

2023, within Accounts payable and accrued liabilities on the Consolidated Balance Sheets. Relatedly, the Company has

obtained sufficient evidence from its E&O insurance carriers to conclude that a recovery of the claim for the Replacement

Costs, in excess of the $2.5 million retention, is probable. A loss recovery of $20.2 million and $20.6 million was recorded

as of September 30, 2024 and December 31, 2023, respectively, in Other current assets on the Consolidated Balance

Sheets. In the aggregate, the loss contingency and related loss recovery resulted in a $2.5 million expense recognized in

2022 and no further expense related to this matter has been recognized since.

It is at least reasonably possible that the estimate of Replacement Costs will change in the near term as policies are

adjusted. Further, exposure to additional losses may arise from policies that had expired prior to, or shortly after, the

discovery of this unusual circumstance, adjustable premiums arising from the addition or deletion of properties over the

policy term, unpaid covered claims, or other damages for losses incurred by our customers. An estimate of these potential

losses cannot be made at this time but could change in the future as more information becomes known.

15. Related Parties

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, Ltd

(“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. 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.

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 $0.4 million and $0.2 million due from Geneva Re under this agreement as of

September 30, 2024 and December 31, 2023, respectively.

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 $0.3 million and $0.4 million for the three months ended September 30, 2024 and 2023, respectively, and

$1.1 million for the nine months ended September 30, 2024 and 2023. Receivables due from Geneva Re under this

agreement were $1.1 million and $0.7 million as of September 30, 2024 and December 31, 2023, respectively.

On April 2, 2023, Ryan Re entered into a services agreement with Geneva Re in accordance with which Ryan Re

subcontracted certain services to Geneva Re that Ryan Re is required to provide to the segregated account of the

Segregated Account Company on behalf of the Third-party Insurer. The Company incurred expense of $2.7 million and

$2.2 million during the three months ended September 30, 2024 and 2023, respectively, and $7.9 million and $5.4 million

during the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024 and December 31,

2023, the Company had prepaid expenses of $7.9 million and $5.3 million, respectively, related to this services agreement.

The prepaid expenses are included in Other currents assets on the Consolidated Balance Sheets.

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 aircraft of $0.2 million for the three months ended

September 30, 2024 and 2023, and $1.0 million and $0.9 million for the nine months ended September 30, 2024 and 2023,

respectively.

16. 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.

Effective Tax Rate

The Company’s effective tax rate from continuing operations was (45.50)% and 61.26% for the three months ended

September 30, 2024 and 2023, respectively, and 7.90% and 23.92% for the nine months ended September 30, 2024 and

2023, respectively. The effective tax rates for the three and nine months ended September 30, 2024, were lower than the

21% statutory rate primarily as a result of the vesting of IPO RSUs, exercising of Stock Options, and the income

attributable to the non-controlling interests. The effective tax rates for the three and nine months ended September 30,

2023, were higher than the 21% statutory rate primarily as a result of the $20.7 million non-cash deferred income tax

expense from the common control reorganization described below, which was recognized in Income tax expense in the

Consolidated Statements of Income (Loss) for the three and nine months ended September 30, 2023.

The Company does not believe it has any significant uncertain tax positions and therefore has no unrecognized tax benefits

as of September 30, 2024, that, if recognized, would affect the annual effective tax rate. The Company does not anticipate

material changes in unrecognized tax benefits within the next twelve-month period.

Deferred Taxes

The Company reported Deferred tax assets, net of deferred tax liabilities where appropriate, of $486.4 million and $383.8

million as of September 30, 2024 and December 31, 2023, respectively, on the Consolidated Balance Sheets. The increase

in the Deferred tax assets during the nine months ended September 30, 2024, was primarily related to exchanges of LLC

Common Units. As of September 30, 2024, the Company concluded that, based on the weight of all available positive and

negative evidence, the Deferred tax assets with respect to the Company’s basis difference in its investment in the LLC are

more likely than not to be realized. As such, no valuation allowance has been recognized against that basis difference.

Common Control Reorganization (“CCR”)

Subsequent to the acquisition of Socius, which was acquired by a wholly owned subsidiary of Ryan Specialty Holdings,

Inc., the Company converted Socius to an LLC (“Socius LLC”) and transferred Socius LLC to the LLC. This legal entity

reorganization was considered a transaction between entities under common control. The CCR resulted in deferred tax

liabilities of $64.5 million established and non-cash deferred income tax expense of $20.7 million for the three and nine

months ended September 30, 2023. Additionally, the difference between the carrying value and the fair value of the

investment transferred under common control resulted in an increase of $13.1 million to Non-controlling interests on the

Consolidated Statements of Stockholders’ Equity during the three months ended September 30, 2023.

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 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 (if any),

and (iv) certain other tax benefits related to the Company entering into the TRA, including certain 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. 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 $455.1 million related to these benefits on the Consolidated

Balance Sheets as of September 30, 2024. The following summarizes activity related to the Tax Receivable Agreement

liabilities:

	Exchange Tax<br><br>Attributes	Pre-IPO M&A<br><br>Tax Attributes	TRA Payment<br><br>Tax Attributes	TRA Liabilities
Balance at December 31, 2023	$194,668	$85,814	$78,416	$358,898
Exchange of LLC Common Units	68,931	5,287	21,365	95,583
Accrued interest	—	—	646	646
Balance at September 30, 2024	$263,599	$91,101	$100,427	$455,127

During the nine months ended September 30, 2024 and 2023, increases to the TRA liabilities of $95.6 million and $63.2

million, respectively, 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. During the nine months ended September 30, 2024

and 2023, increases to the TRA liabilities of $0.6 million and $0.5 million, respectively, due to accrued interest were

recognized in Other non-operating loss on the Consolidated Statements of Income (Loss).

Other Comprehensive Income (Loss)

The following table summarizes the tax effects on the components of Other comprehensive income (loss):

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2024	2023	2024	2023
(Gain) loss on interest rate cap	$1,022	$(914)	$(1,009)	$(2,583)
Gain on interest rate cap reclassified to earnings	863	733	2,479	1,866
Foreign currency translation adjustments	(2,357)	188	(2,540)	54
Change in share of equity method investment in<br><br>related party	52	88	(348)	(96)

17. Accumulated Other Comprehensive Income

Changes in the balance of Accumulated other comprehensive income, net of tax, were as follows:

	Gain (Loss) on<br><br>Interest<br><br>Rate Cap	Foreign<br><br>Currency<br><br>Translation<br><br>Adjustments	Change in EMI<br><br>Other<br><br>Comprehensive<br><br>Income (Loss) 1	Total
Balance at December 31, 2023	$4,697	$982	$(2,603)	$3,076
Other comprehensive income (loss)<br><br>before reclassifications	10,540	(1,024)	3,780	13,296
Amounts reclassified to earnings	(5,735)	—	—	(5,735)
Other comprehensive income (loss)	$4,805	$(1,024)	$3,780	$7,561
Less: Non-controlling interests	2,887	(616)	2,270	4,541
Balance at March 31, 2024	$6,615	$574	$(1,093)	$6,096
Other comprehensive income (loss)<br><br>before reclassifications	3,840	2,309	(940)	5,209
Amounts reclassified to earnings	(5,700)	—	—	(5,700)
Other comprehensive income (loss)	$(1,860)	$2,309	$(940)	$(491)
Less: Non-controlling interests	(1,116)	1,382	(564)	(298)
Balance at June 30, 2024	$5,871	$1,501	$(1,469)	$5,903
Other comprehensive income (loss)<br><br>before reclassifications	(6,902)	15,917	(353)	8,662
Amounts reclassified to earnings	(5,827)	—	—	(5,827)
Other comprehensive income (loss)	$(12,729)	$15,917	$(353)	$2,835
Less: Non-controlling interests	(7,397)	9,259	(204)	1,658
Balance at September 30, 2024	$539	$8,159	$(1,618)	$7,080

	Gain (Loss) on<br><br>Interest<br><br>Rate Cap	Foreign<br><br>Currency<br><br>Translation<br><br>Adjustments	Change in EMI<br><br>Other<br><br>Comprehensive<br><br>Income (Loss) 1	Total
Balance at December 31, 2022	$8,065	$157	$(2,187)	$6,035
Other comprehensive income (loss)<br><br>before reclassifications	(2,218)	783	584	(851)
Amounts reclassified to earnings	(3,922)	—	—	(3,922)
Other comprehensive income (loss)	$(6,140)	$783	$584	$(4,773)
Less: Non-controlling interests	(3,889)	498	370	(3,021)
Balance at March 31, 2023	$5,814	$442	$(1,973)	$4,283
Other comprehensive income (loss)<br><br>before reclassifications	15,260	279	868	16,407
Amounts reclassified to earnings	(5,010)	—	—	(5,010)
Other comprehensive income	$10,250	$279	$868	$11,397
Less: Non-controlling interests	6,434	176	545	7,155
Balance at June 30, 2023	$9,630	$545	$(1,650)	$8,525
Other comprehensive income (loss)<br><br>before reclassifications	6,958	(1,429)	(672)	4,857
Amounts reclassified to earnings	(5,584)	—	—	(5,584)
Other comprehensive income	$1,374	$(1,429)	$(672)	$(727)
Less: Non-controlling interests	829	(862)	(405)	(438)
Balance at September 30, 2023	$10,175	$(22)	$(1,917)	$8,236

1Change in share of equity method investment in related party other comprehensive income (loss) on the Consolidated

Statements of Comprehensive Income (Loss).

18. Supplemental Financial Information

Interest Income

The Company earned interest income of $5.6 million and $7.1 million during the three months ended September 30, 2024

and 2023, respectively, and $19.0 million and $23.0 million during the nine months ended September 30, 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 (Loss).

Supplemental Cash Flow Information

The following represents the supplemental cash flow information of the Company:

	Nine Months Ended September 30,
	2024	2023
Cash paid for:
Interest	$119,901	$116,620
Income taxes, net of refunds	24,641	9,812
Non-cash investing and financing activities:
Non-controlling interest holders’ tax distributions declared but unpaid	$1,137	$—
Tax Receivable Agreement liabilities	95,583	63,249
Dividend Equivalents and Declared Distributions liabilities	3,586	—
Contingently returnable consideration	4,868	—
Contingent consideration liabilities	103,769	8,091

19. Subsequent Events

The Company has evaluated subsequent events through October 31, 2024, and has concluded that no events have occurred

that require disclosure other than the events listed below.

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 approximately $45.0

million cash consideration. This acquisition will include contingent consideration in its final purchase price, however, the

Company has not yet completed the valuation of the contingent consideration or the purchase price allocation to the

acquired assets and liabilities as of the date of this filing.

On October 30, 2024, the Company’s Board of Directors approved a quarterly cash dividend of $0.11 per share of

outstanding Class A common stock. The quarterly dividend will be payable on November 26, 2024, to shareholders of

record of Class A common stock as of the close of business on November 12, 2024. Any future dividends will be subject to

the approval of the Company’s Board of Directors.

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

OPERATIONS

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

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

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

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

December 31, 2023, which was filed with the SEC on February 28, 2024. The discussion contains forward-looking

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

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

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

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

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

the three and nine months ended September 30, 2024 and 2023 prepared in accordance with U.S. GAAP. In addition, we

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

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

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

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

Financial Measures and Key Performance Indicators” for further information.

Overview

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

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

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

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

solutions for insurance brokers, agents, and carriers.

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

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

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

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

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

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

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

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

many of our competitors.

Significant Events and Transactions

Corporate Structure

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

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

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

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

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

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

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

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

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

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

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

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

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

additional information about the TRA.

ACCELERATE 2025 Program

During the first quarter of 2023 we initiated the ACCELERATE 2025 program that will enable continued growth, drive

innovation, and deliver sustainable productivity improvements over the long term. The program, in its expanded scope, will

result in approximately $110.0 million of cumulative one-time charges through 2024, funded through operating cash flow.

Restructuring costs are estimated to be approximately evenly split between General and administrative expense, relating to

third-party professional services, lease and contract terminations costs, and other expenses and Compensation and benefits

expense, predominately relating to third-party contractor and other workforce-related costs. We expect the program, in its

expanded scope, to generate annual savings of approximately $60.0 million in 2025. See “Note 4, Restructuring” of the

unaudited quarterly consolidated financial statements for further discussion.

For the nine months ended September 30, 2024, we incurred restructuring costs of $47.8 million. Combined with

restructuring costs incurred during 2023, we have incurred restructuring costs of $96.2 million since the first quarter of

2023, representing the inception of the plan. Of the cumulative $96.2 million in costs, $37.9 million was general and

administrative with the remaining balance being workforce-related. While the current results of the ACCELERATE 2025

program are in line with expectations, changes to the total savings estimate and timing of the ACCELERATE 2025

program may evolve as we continue to progress through the plan and evaluate other potential opportunities. The actual

amounts and timing may vary significantly based on various factors.

Acquisitions

On May 1, 2024, the Company completed the acquisition of Castel Underwriting Agencies Limited (“Castel”), an MGU

platform. Castel is headquartered in London, England with additional offices in the Netherlands and Belgium and

operations in Singapore.

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.

On September 1, 2024, the Company completed the acquisition of certain assets of Greenhill Underwriting Insurance

Services, LLC (“Greenhill”), an MGU focused on the allied health industry headquartered in Houston, Texas.

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”). Ethos P&C comprises 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 risks based in Carmel, Indiana.

On October 2, 2024, the Company completed the acquisition of certain assets of the European managing general agent,

Geo Underwriting Europe BV, a financial lines MGA based in Rotterdam, Netherlands, with operations in Germany.

Key Factors Affecting Our Performance

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

ability to:

Pursue Strategic Acquisitions

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

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

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

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

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

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

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

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

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

Deepen and Broaden our Relationships with Retail Broker Trading Partners

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

greater volume with nearly all of them. For example, in 2023, our revenue derived from the Top 100 firms (as ranked by

Business Insurance) expanded faster than our Organic revenue growth rate of 15.4% (beginning in the first quarter of 2024,

the Company changed its method of calculating Organic revenue growth rate, a non-GAAP measure, see “Non-GAAP

Financial Measures and Key Performance Indicators - Organic Revenue Growth Rate” for more information). Our ability

to deepen and broaden relationships with our retail broker trading partners and increase sales is dependent upon a number

of factors, including client satisfaction with our distribution reach and our product capabilities, retail brokers continuing to

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

Build Our National Binding Authority Specialty

We believe there is substantial opportunity to continue to grow our Binding Authority Specialty, as we believe that both

M&A consolidation and panel consolidation are in the early stages in the binding authority market. Our ability to grow our

Binding Authority Specialty is dependent upon a number of factors, including a continuing ability to secure sufficient

capital support from insurers, the quality of our services and product offerings, marketing and sales efforts to drive new

business prospects and execution, new product offerings, the pricing and quality of our competitors’ offerings, and the

growth in demand for the insurance products.

Invest in Operation and Growth

We have invested heavily in building a durable business that is able to adapt to the continuously evolving E&S market and

intend to continue to do so. We are focused on enhancing the breadth of our product and service offerings as well as

developing and launching new solutions to address the evolving needs of the specialty insurance industry and markets. Our

future success is dependent upon a number of factors, including our ability to successfully develop, market, and sell

existing and new products and services to both new and existing trading partners.

Generate Commission Regardless of the State of the E&S Market

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

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

could positively (or negatively) impact our profitability.

Managing Changing Macroeconomic Conditions

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

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

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

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

underlying activity can slow or be delayed and provide headwinds to our growth. We believe over the long term these lines

of business will continue to grow.

Leverage the Growth of the E&S Market

The growing relevance of the E&S market has been driven by the rapid emergence of large, complex, high-hazard, and

otherwise hard-to-place risks across many lines of insurance. This trend continued in 2023, with $80 billion of insured

catastrophe losses, mostly driven by a record setting year, both in frequency and severity, for severe convective storms

(“SCS”) with 21 SCS events above $1 billion in losses, which together accounted for $58 billion in losses. The year also

included hurricane losses on both the East and West coasts of the US, and sizable wildfire losses. Additionally, these risks

include the potential for more severe hurricanes that occur with greater frequency, more devastating wildfires, more

frequent flooding, escalating jury verdicts and social inflation, geographic shifts in population density, a proliferation of

cyber threats, novel health risks, risks associated with large sports and entertainment venues, building and labor cost

inflation relative to insured value, and the transformation of the economy to a “digital first” mode of doing business. We

believe that as the complexity of the E&S market continues to escalate, wholesale brokers and managing underwriters that

do not have sufficient scale, or the financial and intellectual capital to invest in the required specialty capabilities, will

struggle to compete effectively. This will further the trend of market share consolidation among the wholesale firms that do

have these capabilities. We will continue to invest in our intellectual capital to innovate and offer custom solutions and

products to better address these evolving market fundamentals.

Although we believe this growth will continue, we recognize that the growth of the E&S market might not be linear as

risks can and do shift between the E&S and non-E&S markets as market factors change and evolve. For example, we

benefited from a rapid increase in both the flow of property risks into the wholesale channel and the premium rate charged

for those risks in 2023 as the frequency and severity of catastrophe losses, attritional losses and secondary perils such as

severe convective storms, economic inflation, concentration of exposures, higher retentions of risk, and higher reinsurance

costs applied pressure to insurers and capacity tightened. If industry trends reverse, it may open opportunities for rates to

decline or retailers to place some of that coverage directly.

Components of Results of Operations

Revenue

Net Commissions and Fees

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

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

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

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

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

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

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

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

and/or retention. Although we have compensation arrangements called contingent commissions in all three Specialties that

are based in whole or in part on the underwriting performance, we do not take any direct insurance risk other than through

our equity method investment in Geneva Re through Ryan Investment Holdings, LLC. We also receive loss mitigation and

other fees, some of which are not dependent on the placement of a risk.

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

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

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

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

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

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

current industry practice.

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

with retail insurance brokers and often other wholesale brokers to secure insurance coverage for the ultimate insured party.

Our Underwriting Management Specialty generates revenues through commissions and fees from clients and through

contingent commissions from carriers. Commission rates and fees vary depending upon several factors including the

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

industry practice.

Fiduciary Investment Income

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

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

Expenses

Compensation and Benefits

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

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

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

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

General and Administrative

General and administrative expense includes travel and entertainment expenses, office expenses, accounting, foreign

exchange, legal, insurance and other professional fees, and other costs associated with our operations. Our occupancy-

related costs and professional services expenses, in particular, generally increase or decrease in relative proportion to the

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

Amortization

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

acquisitions. Intangible assets consist of customer relationships, trade names, and internally developed software.

Interest Expense, Net

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

interest on contingent consideration, and amortization of deferred debt issuance costs, offset by interest income on the

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

Other Non-Operating Loss (Income)

For the nine months ended September 30, 2024, Other non-operating loss (income) consisted of expense related to term

loan modifications and TRA contractual interest and related charges offset by sublease income. For the nine months ended

September 30, 2023, Other non-operating income included sublease income offset by TRA contractual interest and related

charges.

Income Tax Expense (Benefit)

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

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

C-Corporations subject to entity level taxation.

Non-Controlling Interests

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

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

(Loss). Refer to “Note 8, Stockholders’ Equity” of the unaudited quarterly consolidated financial statements for more

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:

	Three Months Ended<br><br>September 30,			Nine Months Ended<br><br>September 30,
(in thousands, except percentages and<br><br>per share data)	2024	2023	%	2024	2023	%
Revenue
Net commissions and fees	$588,129	487,345	20.7 %	$1,806,264	1,507,878	19.8 %
Fiduciary investment income	16,565	14,593	13.5	$45,917	36,808	24.7
Total revenue	$604,694	501,938	20.5 %	$1,852,181	1,544,686	19.9 %
Expenses
Compensation and benefits	393,249	329,212	19.5	1,180,825	989,294	19.4
General and administrative	88,684	69,288	28.0	247,518	202,595	22.2
Amortization	39,182	29,572	32.5	97,711	79,125	23.5
Depreciation	2,467	2,201	12.1	6,820	6,570	3.8
Change in contingent consideration	(365)	1,848	NM	813	4,358	(81.3)
Total operating expenses	$523,217	432,121	21.1 %	$1,533,687	1,281,942	19.6 %
Operating income	$81,477	69,817	16.7 %	$318,494	262,744	21.2 %
Interest expense, net	49,388	31,491	56.8	109,916	89,840	22.3
(Income) from equity method<br><br>investment in related party	(4,182)	(2,271)	84.1%	(13,510)	(5,882)	NM
Other non-operating loss	16,590	67	NM	18,575	37	NM
Income before income taxes	$19,681	40,530	(51.4 %)	$203,513	178,749	13.9 %
Income tax expense (benefit)	(8,962)	24,827	NM	16,155	42,772	(62.2)
Net income	$28,643	15,703	82.4 %	$187,358	135,977	37.8 %
GAAP financial measures
Total revenue	$604,694	501,938	20.5 %	$1,852,181	1,544,686	19.9 %
Net commissions and fees	588,129	487,345	20.7	1,806,264	1,507,878	19.8
Compensation and benefits	393,249	329,212	19.5	1,180,825	989,294	19.4
General and administrative	88,684	69,288	28.0	247,518	202,595	22.2
Net income	28,643	15,703	82.4	187,358	135,977	37.8
Compensation and benefits expense<br><br>ratio (1)	65.0 %	65.6 %		63.8 %	64.0 %
General and administrative expense<br><br>ratio (2)	14.7 %	13.8 %		13.4 %	13.1 %
Net income margin (3)	4.7 %	3.1 %		10.1 %	8.8 %
Earnings (loss) per share (4)	$0.15	(0.04)		$0.67	0.34
Diluted earnings (loss) per share (4)	$0.09	(0.04)		$0.59	0.34
Non-GAAP financial measures*
Organic revenue growth rate	11.8 %	15.0 %		13.3 %	15.0 %
Adjusted compensation and benefits<br><br>expense	$343,442	296,400	15.9%	$1,057,424	911,926	16.0 %
Adjusted compensation and benefits<br><br>expense ratio	56.8 %	59.1 %		57.1 %	59.0 %
Adjusted general and administrative<br><br>expense	$70,991	58,560	21.2%	$199,583	166,606	19.8 %
Adjusted general and administrative<br><br>expense ratio	11.7 %	11.7 %		10.8 %	10.8 %
Adjusted EBITDAC	$190,261	146,978	29.4%	$595,174	466,154	27.7 %
Adjusted EBITDAC margin	31.5 %	29.3 %		32.1 %	30.2 %
Adjusted net income	$113,633	86,631	31.2%	$369,604	282,144	31.0 %
Adjusted net income margin	18.8 %	17.3 %		20.0 %	18.3 %
Adjusted diluted earnings per share	$0.41	0.32		$1.34	1.04

All values are in US Dollars.

NM represents “Not Meaningful.”

(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 10, Earnings (Loss) Per Share” of the unaudited quarterly consolidated financial statements 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 Three Months Ended September 30, 2024 and 2023

Revenue

Total Revenue

Total revenue increased by $102.8 million, or 20.5 %, from $501.9 million to $604.7 million for the three months ended

September 30, 2024, as compared to the same period in the prior year. The following were the principal drivers of the

increase:

•$56.8 million, or 11.3%, of the period-over-period change in Total revenue was due to organic revenue growth.

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 E&S market

and winning new business from competitors. Growth in the quarter was balanced across our property and

casualty portfolios within our three Specialties, driven by an increase in the flow of risks into the E&S market;

•$33.4 million, or 6.7%, of the period-over-period change in Total revenue was due to the acquisitions of

AccuRisk, Castel, US Assure, Greenhill, and Ethos P&C, all of which were completed within twelve months of

September 30, 2024;

•$10.6 million, or 2.1%, of the period-over-period change in Total revenue was due to changes in contingent

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

•$2.0 million, or 0.4%, of the period-over-period change in Total revenue was due to an increase in Fiduciary

investment income, caused by a rise in interest rates and a rise in fiduciary balances compared to the prior year.

	Three Months Ended September 30,
(in thousands, except percentages)	2024	2023	Change
Wholesale Brokerage	346,666	308,872	$37,794	12.2 %
Binding Authorities	76,497	69,245	7,252	10.5
Underwriting Management	164,966	109,228	55,738	51.0
Total net commissions and fees	588,129	487,345	$100,784	20.7 %

All values are in US Dollars.

Wholesale Brokerage net commissions and fees increased by $37.8 million, or 12.2%, period-over-period, primarily due to

strong organic growth within the Specialty for the quarter.

Binding Authority net commissions and fees increased by $7.3 million, or 10.5%, period-over-period, primarily due to

strong organic growth within the Specialty for the quarter.

Underwriting Management net commissions and fees increased by $55.7 million, or 51.0%, period-over-period, primarily

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

Assure, Greenhill, and Ethos P&C acquisitions.

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

	Three Months Ended September 30,
(in thousands, except percentages)	2024	2023	Change
Net commissions and policy fees	555,282	470,085	$85,197	18.1 %
Supplemental and contingent<br><br>commissions	20,455	8,592	11,863	138.1
Loss mitigation and other fees	12,392	8,668	3,724	43.0
Total net commissions and fees	588,129	487,345	$100,784	20.7 %

All values are in US Dollars.

Net commissions and policy fees grew 18.1%, in line with the overall net commissions and fee revenue growth of 20.7%,

for the three months ended September 30, 2024, as compared to the same period in 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, complex E&S products as well as the inflow of risks from the Admitted market into the E&S

market and an increase in the premium rate for risks placed. In aggregate, we experienced stable commission rates period-

over-period.

Supplemental and contingent commissions increased 138.1% period-over-period driven by the performance of risks placed

on eligible business earning profit-based or volume-based commissions.

Loss mitigation and other fees increased 43.0% period-over-period primarily due increased capital markets activity, certain

fees related to the ACE, Point6, and AccuRisk acquisitions completed in the second half of 2023, and captive management

and other risk management service fees from the placement of alternative risk insurance solutions.

Expenses

Compensation and Benefits

Compensation and benefits expense increased by $64.0 million, or 19.5%, from $329.2 million to $393.2 million for the

three months ended September 30, 2024, compared to the same period in 2023. The following were the principal drivers of

this increase:

•Commissions increased $21.5 million, or 14.9%, period-over-period, driven by the 20.7% increase in Net

commissions and fees;

•An increase of $17.5 million was driven by Acquisition-related expense and Acquisition related long-term

incentive compensation related to recently completed acquisitions;

•An increase of $9.1 million was driven by Equity-based compensation expense related to both recent grants as

well as modification expense of $4.6 million associated with the removal of equity transfer restrictions for an

executive officer of the Company; and

•The remaining increase of $15.9 million was driven by (i) the addition of 623 employees compared to the

same period in the prior year, and (ii) growth in the business. Overall headcount increased to 4,917 full-time

employees as of September 30, 2024, from 4,294 as of September 30, 2023.

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

0.6% from 65.6% to 65.0% 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 $19.4 million, or 28.0%, from $69.3 million to $88.7 million for the three

months ended September 30, 2024, as compared to the same period in the prior year. The following were the principal

drivers of this increase:

•$6.8 million of increased Acquisition-related expense associated with recent and prospective acquisitions; and

•$12.6 million was driven by growth in the business. Such expenses incurred to accommodate both organic and

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

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

increase of 0.9% from 13.8% to 14.7% period-over-period.

Amortization

Amortization expense increased by $9.6 million, or 32.5%, from $29.6 million to $39.2 million for the three months ended

September 30, 2024, compared to the same period in the prior year. The main driver of the increase was the amortization of

intangible assets from recent acquisitions. Our intangible assets increased by $760.8 million when comparing the balance

as of September 30, 2024, to the balance as of September 30, 2023.

Interest Expense, Net

Interest expense, net increased $17.9 million, or 56.8%, from $31.5 million to $49.4 million for the three months ended

September 30, 2024, compared to the same period in the prior year. The main driver of the increase in Interest expense, net

for the three months ended September 30, 2024, was an increase in debt from recent acquisition activity. For the three

months ended September 30, 2024, the reduction to Interest expense, net related to our interest rate cap was $5.0 million.

For the three months ended September 30, 2024 and 2023, the reduction to Interest expense, net related to interest income

earned on operating cash balances of $5.7 million and $7.1 million, respectively.

Other Non-Operating Loss

Other non-operating loss increased by $16.5 million to a loss of $16.6 million for the three months ended September 30,

2024, as compared to a loss of $0.1 million in the same period in the prior year. For the three months ended September 30,

2024, Other non-operating loss consisted of $16.2 million of term loan modification expense and $0.5 million of TRA

contractual interest and related charges offset by $0.1 million of sublease income. For the three months ended

September 30, 2023, Other non-operating income included $0.3 million of TRA contractual interest and related charges

offset by $0.2 million of sublease income.

Income Before Income Taxes

Income before income taxes decreased $20.8 million from $40.5 million to $19.7 million for the three months ended

September 30, 2024, compared to the same period in the prior year as a result of the factors described above.

Income Tax Expense (Benefit)

Income tax expense (benefit) decreased $33.8 million from expense of $24.8 million to a benefit of $9.0 million for the

three months ended September 30, 2024, compared to the same period in the prior year primarily as a result of $20.7

million of income tax expense recognized as a result of the Common Control Reorganization (“CCR”) subsequent to the

Socius acquisition in the third quarter of 2023 and a $10.9 million income tax benefit recognized as a result of Equity-

based compensation awards vesting in the third quarter of 2024.

Net Income

Net income increased $12.9 million from $15.7 million to $28.6 million for the three months ended September 30, 2024,

compared to the same period in the prior year as a result of the factors described above.

Comparison of the Nine Months Ended September 30, 2024 and 2023

Revenue

Total Revenue

Total revenue increased by $307.5 million, or 19.9%, from $1,544.7 million to $1,852.2 million for the nine months ended

September 30, 2024, as compared to the same period in the prior year. The following were the principal drivers of the

increase:

•$196.1 million, or 12.7%, of the period-over-period change in Total revenue was due to organic revenue

growth. 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

E&S market and winning new business from competitors. Growth in the quarter was balanced across our

property and casualty portfolios within our three Specialties, driven by an increase in the flow of risks into the

E&S market;

•$87.7 million, or 5.7%, of the period-over-period change in Total revenue was due to the acquisitions of

AccuRisk, Castel, US Assure, Greenhill, and Ethos P&C, all of which were completed within twelve months of

September 30, 2024;

•$14.6 million, or 0.9%, of the period-over-period change in Total revenue was due to changes in contingent

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

•$9.1 million, or 0.6%, of the period-over-period change in Total revenue was due to an increase in Fiduciary

investment income, caused by a rise in interest rates and a rise in fiduciary balances compared to the prior year.

	Nine Months Ended September 30,
(in thousands, except percentages)	2024	2023	Change
Wholesale Brokerage	1,114,240	976,338	$137,902	14.1 %
Binding Authorities	245,762	208,547	37,215	17.8
Underwriting Management	446,262	322,993	123,269	38.2
Total Net commissions and fees	1,806,264	1,507,878	$298,386	19.8 %

All values are in US Dollars.

Wholesale Brokerage net commissions and fees increased by $137.9 million, or 14.1% period-over-period, primarily due to

strong organic growth within the Specialty for the quarter.

Binding Authority net commissions and fees increased by $37.2 million, or 17.8%, period-over-period, primarily due to

strong organic growth within the Specialty for the quarter.

Underwriting Management net commissions and fees increased by $123.3 million, or 38.2%, period-over-period, primarily

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

Assure, Greenhill, and Ethos P&C acquisitions.

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

	Nine Months Ended September 30,
(in thousands, except percentages)	2024	2023	Change
Net commissions and policy fees	1,706,781	1,437,239	$269,542	18.8 %
Supplemental and contingent<br><br>commissions	58,618	46,281	12,337	26.7
Loss mitigation and other fees	40,865	24,358	16,507	67.8
Total net commissions and fees	1,806,264	1,507,878	$298,386	19.8 %

All values are in US Dollars.

Net commissions and policy fees grew 18.8%, in line with the overall net commissions and fee revenue growth of 19.8%

for the nine months ended September 30, 2024, as compared to the same period in 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, complex E&S products as well as the inflow of risks from the Admitted market into the E&S

market and an increase in the premium rate for risks placed. In aggregate, we experienced stable commission rates period-

over-period.

Supplemental and contingent commissions increased 26.7% period-over-period driven by the performance of risks placed

on eligible business earning profit-based or volume-based commissions.

Loss mitigation and other fees increased 67.8% period-over-period primarily due increased capital markets activity, certain

fees related to the ACE, Point6, and AccuRisk acquisitions completed in the second half of 2023, and captive management

and other risk management service fees from the placement of alternative risk insurance solutions.

Expenses

Compensation and Benefits

Compensation and benefits expense increased by $191.5 million, or 19.4%, from $989.3 million to $1,180.8 million for the

nine months ended September 30, 2024, compared to the same period in 2023. The following were the principal drivers of

this increase:

•Commissions increased $73.3 million, or 15.9%, period-over-period, driven by the 19.8% increase in Net

commissions and fees;

•An increase of $22.3 million was driven by Restructuring and related expense associated with the

ACCELERATE 2025 program;

•An increase of $17.2 million was driven by Acquisition-related expense and Acquisition related long-term

incentive compensation related to recently completed acquisitions;

•An increase of $16.6 million was driven by Equity-based compensation expense related to both recent grants

as well as modification expense of $4.6 million associated with the removal of equity transfer restrictions for

an executive officer of the Company; and

•The remaining increase of $62.1 million was driven by (i) the addition of 623 employees compared to the

same period in the prior year, and (ii) growth in the business. Overall headcount increased to 4,917 full-time

employees as of September 30, 2024, from 4,294 as of September 30, 2023.

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

0.2% from 64.0% to 63.8% 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 $44.9 million, or 22.2%, from $202.6 million to $247.5 million for the

nine months ended September 30, 2024, as compared to the same period in the prior year. The following were the principal

drivers of this increase:

•$32.9 million was driven by growth in the business. Such expenses incurred to accommodate both organic and

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

•$23.6 million of increased acquisition-related expense associated with recent and prospective acquisitions; and

•These increases were partially offset by an $11.6 million decline in Restructuring and related expense

associated with ACCELERATE 2025.

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

increase of 0.3% from 13.1% to 13.4% period-over-period.

Amortization

Amortization expense increased by $18.6 million, or 23.5%, from $79.1 million to $97.7 million for the nine months ended

September 30, 2024, compared to the same period in the prior year. The main driver of the increase was the amortization of

intangible assets from recent acquisitions. Our intangible assets increased by $760.8 million when comparing the balance

as of September 30, 2024, to the balance as of September 30, 2023.

Interest Expense, Net

Interest expense, net increased $20.1 million, or 22.3%, from $89.8 million to $109.9 million for the nine months ended

September 30, 2024, compared to the same period in the prior year. The main driver of the increase in Interest expense, net

for the three months ended September 30, 2024, was an increase in debt from recent acquisition activity. For the nine

months ended September 30, 2024, the reduction to Interest expense, net related to our interest rate cap was $14.5 million.

For the nine months ended September 30, 2024, and 2023, the reduction to Interest expense, net related to interest income

earned on operating cash balances was $19.0 million and $23.0 million, respectively.

Other Non-Operating Loss

Other non-operating loss increased by $18.5 million to a loss of $18.6 million for the nine months ended September 30,

2024, as compared to a de minimis loss in the same period in the prior year. For the nine months ended September 30,

2024, Other non-operating loss consisted of $18.1 million of expense related to term loan modifications and $0.8 million of

TRA contractual interest and related charges offset by $0.4 million of sublease income. For the nine months ended

September 30, 2023, Other non-operating loss included $0.5 million of TRA contractual interest and related charges offset

by $0.4 million of sublease income.

Income Before Income Taxes

Income before income taxes increased $24.8 million from $178.7 million to $203.5 million for the nine months ended

September 30, 2024, compared to the same period in the prior year as a result of the factors described above.

Income Tax Expense (Benefit)

Income tax expense (benefit) decreased $26.6 million from $42.8 million to $16.2 million for the nine months ended

September 30, 2024, compared to the same period in the prior year primarily as a result of $20.7 million of income tax

expense recognized as a result of the CCR subsequent to the Socius acquisition in the third quarter of 2023 and $10.9

million of income tax benefit recognized as a result of Equity-based compensation awards vesting in the third quarter of

2024.

Net Income

Net income increased $51.4 million from $136.0 million to $187.4 million for the nine months ended September 30, 2024,

compared to the same period in 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 unaudited consolidated

quarterly financial statements. 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,

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):

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
(in thousands, except percentages)	2024	2023	2024	2023
Current period Net commissions and fees revenue	$588,129	$487,345	$1,806,264	$1,507,878
Less: Current period contingent commissions	(14,842)	(4,487)	(44,741)	(30,624)
Net Commissions and fees revenue<br><br>excluding contingent commissions	$573,287	$482,858	$1,761,523	$1,477,254
Prior period Net commissions and fees revenue	$487,345	$407,551	$1,507,878	$1,284,459
Less: Prior year contingent commissions	(4,487)	(3,039)	(30,624)	(24,978)
Prior period Net commissions and fees revenue<br><br>excluding contingent commissions	$482,858	$404,512	$1,477,254	$1,259,481
Change in Net commissions and fees revenue excluding<br><br>contingent commissions	$90,429	$78,346	$284,269	$217,773
Less: Mergers and acquisitions Net commissions and fees<br><br>revenue excluding contingent commissions	(33,416)	(16,980)	(87,690)	(28,563)
Impact of change in foreign exchange rates	(196)	(739)	(521)	350
Organic revenue growth (Non-GAAP)	$56,817	$60,628	$196,058	$189,560
Net commissions and fees revenue growth rate (GAAP)	20.7 %	19.6 %	19.8 %	17.4 %
Less: Impact of contingent commissions (1)	(2.0)	(0.2)	(0.6)	(0.1)
Net commissions and fees revenue<br><br>excluding contingent commissions growth rate (2)	18.7 %	19.4 %	19.2 %	17.3 %
Less: Mergers and acquisitions Net commissions and fees<br><br>revenue excluding contingent commissions (3)	(6.9)	(4.2)	(5.9)	(2.3)
Impact of change in foreign exchange rates (4)	0.0	(0.2)	0.0	0.0
Organic Revenue Growth Rate (Non-GAAP)	11.8 %	15.0 %	13.3 %	15.0 %

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

excluding contingent commissions growth rate.

(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:

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
(in thousands, except percentages)	2024	2023	2024	2023
Total revenue	$604,694	$501,938	$1,852,181	$1,544,686
Compensation and benefits expense	$393,249	$329,212	$1,180,825	$989,294
Acquisition-related expense	(3,785)	(1,546)	(5,171)	(3,331)
Acquisition related long-term incentive compensation	(15,775)	(550)	(17,039)	(1,702)
Restructuring and related expense	(5,693)	(11,538)	(35,676)	(13,407)
Amortization and expense related to discontinued prepaid<br><br>incentives	(1,095)	(1,571)	(3,851)	(4,793)
Equity-based compensation	(17,385)	(8,280)	(39,656)	(23,106)
Initial public offering related expense	(6,074)	(9,327)	(22,008)	(31,029)
Adjusted compensation and benefits expense (1)	$343,442	$296,400	$1,057,424	$911,926
Compensation and benefits expense ratio	65.0 %	65.6 %	63.8 %	64.0 %
Adjusted compensation and benefits expense ratio	56.8 %	59.1 %	57.1 %	59.0 %

(1)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:

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
(in thousands, except percentages)	2024	2023	2024	2023
Total revenue	$604,694	$501,938	$1,852,181	$1,544,686
General and administrative expense	$88,684	$69,288	$247,518	$202,595
Acquisition-related expense	(12,560)	(5,790)	(35,779)	(12,196)
Restructuring and related expense	(5,133)	(4,938)	(12,156)	(23,793)
Adjusted general and administrative expense (1)	$70,991	$58,560	$199,583	$166,606
General and administrative expense ratio	14.7 %	13.8 %	13.4 %	13.1 %
Adjusted general and administrative expense ratio	11.7 %	11.7 %	10.8 %	10.8 %

(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 (benefit), 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. In 2024, Acquisition-

related expense includes a $4.5 million charge for the nine months ended September 30, 2024, related to a deal-contingent

foreign exchange forward contract associated with the Castel acquisition. The remaining charges in both years represent

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

arises from changes to long-term incentive plans associated with acquisitions. Restructuring and related expense consists of

compensation and benefits, occupancy, contractors, professional services, and license fees related to the ACCELERATE

2025 program. 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. See “Note 4, Restructuring” of the

unaudited quarterly consolidated financial statements for further discussion of ACCELERATE 2025. The remaining costs

that preceded the restructuring plan were associated with professional services costs related to program design and

licensing costs. Amortization and expense is composed of charges related to discontinued prepaid incentive programs. For

the three months ended September 30, 2024, Other non-operating loss was composed of $16.2 million of expense related to

a term loan modification and $0.5 million of TRA contractual interest and related charges offset by $0.1 million of sublease

income. For the three months ended September 30, 2023, Other non-operating loss included $0.3 million of TRA

contractual interest and related charges offset by $0.2 million of sublease income. For the nine months ended

September 30, 2024, Other non-operating loss consisted of $18.1 million of expense related to term loan modifications and

$0.8 million of TRA contractual interest and related charges offset by $0.4 million of sublease income. For the nine months

ended September 30, 2023, Other non-operating loss included $0.5 million of TRA contractual interest and related charges

offset by $0.4 million of sublease income. Equity-based compensation reflects non-cash equity-based expense. For the

three months ended September 30, 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. 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:

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
(in thousands, except percentages)	2024	2023	2024	2023
Total revenue	$604,694	$501,938	$1,852,181	$1,544,686
Net income	$28,643	$15,703	$187,358	$135,977
Interest expense, net	49,388	31,491	109,916	89,840
Income tax expense (benefit)	(8,962)	24,827	16,155	42,772
Depreciation	2,467	2,201	6,820	6,570
Amortization	39,182	29,572	97,711	79,125
Change in contingent consideration	(365)	1,848	813	4,358
EBITDAC	$110,353	$105,642	$418,773	$358,642
Acquisition-related expense	16,345	7,336	40,950	15,527
Acquisition related long-term incentive compensation	15,775	550	17,039	1,702
Restructuring and related expense	10,826	16,476	47,832	37,200
Amortization and expense related to discontinued prepaid<br><br>incentives	1,095	1,571	3,851	4,793
Other non-operating loss	16,590	67	18,575	37
Equity-based compensation	17,385	8,280	39,656	23,106
IPO related expenses	6,074	9,327	22,008	31,029
(Income) from equity method investments in related party	(4,182)	(2,271)	(13,510)	(5,882)
Adjusted EBITDAC	$190,261	$146,978	$595,174	$466,154
Net income margin	4.7 %	3.1 %	10.1 %	8.8 %
Adjusted EBITDAC margin	31.5 %	29.3 %	32.1 %	30.2 %

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:

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
(in thousands, except percentages)	2024	2023	2024	2023
Total revenue	$604,694	$501,938	$1,852,181	$1,544,686
Net income	$28,643	$15,703	$187,358	$135,977
Income tax expense (benefit)	(8,962)	24,827	16,155	42,772
Amortization	39,182	29,572	97,711	79,125
Amortization of deferred debt issuance costs (1)	15,402	3,045	21,838	9,125
Change in contingent consideration	(365)	1,848	813	4,358
Acquisition-related expense	16,345	7,336	40,950	15,527
Acquisition related long-term incentive compensation	15,775	550	17,039	1,702
Restructuring and related expense	10,826	16,476	47,832	37,200
Amortization and expense related to discontinued prepaid<br><br>incentives	1,095	1,571	3,851	4,793
Other non-operating loss	16,590	67	18,575	37
Equity-based compensation	17,385	8,280	39,656	23,106
IPO related expenses	6,074	9,327	22,008	31,029
(Income) from equity method investments in related<br><br>party	(4,182)	(2,271)	(13,510)	(5,882)
Adjusted income before income taxes (2)	$153,808	$116,331	$500,276	$378,869
Adjusted income tax expense (3)	(40,175)	(29,700)	(130,672)	(96,725)
Adjusted net income	$113,633	$86,631	$369,604	$282,144
Net income margin	4.7 %	3.1 %	10.1 %	8.8 %
Adjusted net income margin	18.8 %	17.3 %	20.0 %	18.3 %

(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 three and nine months ended September 30, 2024,

this calculation of adjusted income 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. For the three and nine months ended September 30, 2023, this calculation of adjusted income tax

expense is based on a federal statutory rate of 21% and a combined state income tax rate net of federal benefits of

4.53% 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, 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:

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2024	2023	2024	2023
Earnings (loss) per share of Class A common stock –<br><br>diluted	$0.09	$(0.04)	$0.59	$0.34
Less: Net income attributed to dilutive shares and<br><br>substantively vested RSUs (1)	(0.03)	—	(0.29)	(0.03)
Plus: Impact of all LLC Common Units exchanged for<br><br>Class A shares (2)	0.05	0.10	0.39	0.20
Plus: Adjustments to Adjusted net income (3)	0.31	0.28	0.67	0.54
Plus: Dilutive impact of unvested equity awards (4)	(0.01)	(0.02)	(0.02)	(0.01)
Adjusted diluted earnings per share	$0.41	$0.32	$1.34	$1.04
(Share count in '000)
Weighted-average shares of Class A common stock<br><br>outstanding – diluted	272,686	115,872	271,283	124,884
Plus: Impact of all LLC Common Units exchanged for<br><br>Class A shares (2)	—	141,690	—	142,974
Plus: Dilutive impact of unvested equity awards (4)	3,467	15,115	4,445	4,390
Adjusted diluted earnings per share diluted share count	276,153	272,677	275,728	272,248

(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 three months ended September 30, 2024 and 2023, this

removes $8.3 million and $(0.1) million of Net income (loss), respectively, on 272.7 million and 115.9 million

Weighted-average shares of Class A common stock outstanding - diluted, respectively. For the nine months ended

September 30, 2024 and 2023, this removes $78.3 million and $3.8 million of Net income, respectively, on 271.3

million and 124.9 million Weighted-average shares of Class A common stock outstanding - diluted, respectively. See

“Note 10, Earnings Per Share” of the unaudited quarterly consolidated financial statements.

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

Common Units (together with shares of Class B common stock) and vested Class C Incentive units were exchanged for

shares of Class A common stock. For the three months ended September 30, 2024 and 2023, this includes $11.1 million

and $20.8 million of Net income, respectively, on 272.7 million and 257.6 million Weighted-average shares of Class A

common stock outstanding - diluted, respectively. For the nine months ended September 30, 2024 and 2023, this

includes $106.4 million and $97.8 million of Net income, respectively, on 271.3 million and 267.9 million Weighted-

average shares of Class A common stock outstanding - diluted, respectively. For the three months ended September 30,

2023, 141.7 million weighted average outstanding LLC Common Units were considered dilutive and included in the

257.6 million Weighted-average shares of Class A common stock outstanding - diluted within Diluted EPS. For the

nine months ended September 30, 2023, 143.0 million weighted average outstanding LLC Common Units were

considered dilutive and included in the 267.9 million Weighted-average shares of Class A common stock outstanding -

diluted within Diluted EPS. See “Note 10, Earnings Per Share” of the unaudited quarterly consolidated financial

statements.

(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 272.7 million and 257.6 million Weighted-

average shares of Class A common stock outstanding - diluted for the three months ended September 30, 2024 and

2023, respectively, and on 271.3 million and 267.9 million Weighted-average shares of Class A common stock

outstanding- diluted for the nine months ended September 30, 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 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 10, Earnings Per Share” of the unaudited quarterly

consolidated financial statements. For the three months ended September 30, 2024 and 2023, 3.5 million and 15.1

million shares were added to the calculation, respectively. For the nine months ended September 30, 2024 and 2023, 4.4

million were added to the calculation.

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, 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 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. The special dividend of $0.23 and $0.07 of the regular quarterly dividend were 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 $0.04 of the regular quarterly dividend

was funded by free cash flow from the LLC and paid to all holders of the Class A common stock and LLC Common Units.

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 generally invested in very liquid securities with a focus on

preservation of principal. To minimize investment risk, we maintain cash holdings pursuant to an investment policy which

contemplates all relevant rules established by states with regard to fiduciary cash and is approved by our Board of

Directors. 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 $1,120.9 million and $848.6 million as of September 30, 2024 and 2023, respectively, and fiduciary receivables of

$2,236.1 million and $1,672.4 million as of September 30, 2024 and 2023, 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 $235.2 million of Cash and cash equivalents on the Consolidated Balance Sheet as of September 30, 2024, $74.7

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 September 1, 2020, we entered into the Credit Agreement with leading institutions, including JPMorgan Chase Bank,

N.A., the Administrative Agent, for Term Loan borrowings totaling $1,650.0 million and a Revolving Credit Facility

totaling $300.0 million, in connection with financing the acquisition of All Risks, Ltd. Borrowings under our Revolving

Credit Facility are permitted to be drawn for our working capital and other general corporate financing purposes and those

of certain of our subsidiaries. Borrowings under our Credit Agreement are unconditionally guaranteed by various

subsidiaries and are secured by a lien and security interest in substantially all of our assets.

On July 26, 2021, we entered into an amendment to our Credit Agreement, which provided for an increase in the size of

our Revolving Credit Facility from $300.0 million to $600.0 million. Interest on the upsized Revolving Credit Facility bore

interest at the Eurocurrency Rate (LIBOR) plus a margin that ranged from 2.50% to 3.00%, based on the first lien net

leverage ratio defined in our Credit Agreement. No other significant terms under our agreement governing the Revolving

Credit Facility were changed in connection with such amendment.

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 April 29, 2022, we entered into the Fourth Amendment to the Credit Agreement on our Term Loan and Revolving

Credit Facility to transition its LIBOR rate to a Benchmark Replacement of Adjusted Term SOFR plus a Credit Spread

Adjustment of 10 basis points, 15 basis points, or 25 basis points for the one-month, three-month, or six-month borrowing

periods, respectively.

On January 19, 2024, we entered into the Fifth Amendment (the “Repricing Amendment”) to the Term Loan’s Credit

Agreement. As a result of the Repricing Amendment, the applicable interest rate of the Term Loan was reduced from

Adjusted Term SOFR + 3.00% to Adjusted Term SOFR + 2.25% 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. Upon achievement of a stable (or better) corporate family rating from

Moody’s of Ba3 or better, the applicable interest rate of the Term Loan will be revised to Adjusted Term SOFR plus a

margin of 2.00%.

On September 19, 2024, the LLC issued $600.0 million of 8-year Senior Secured Notes. These notes carry a 5.875%

interest rate and will mature on August 1, 2032.

As of September 30, 2024, the interest rate on the Term Loan was 2.25% plus Adjusted Term SOFR.

As of September 30, 2024, the Company was in compliance with all of the covenants under the Credit Agreement and there

were no events of default for the nine months ended September 30, 2024.

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 as a

result of transactions as of September 30, 2024 will be $455.1 million in aggregate. 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.

(in thousands)	Exchange Tax<br><br>Attributes	Pre-IPO M&A<br><br>Tax Attributes	TRA Payment<br><br>Tax Attributes	TRA<br><br>Liabilities
Balance at December 31, 2023	$194,668	$85,814	$78,416	$358,898
Exchange of LLC Common Units	68,931	5,287	21,365	95,583
Accrued interest	—	—	646	646
Balance at September 30, 2024	$263,599	$91,101	$100,427	$455,127

Total expected estimated tax savings from each of the tax attributes associated with the TRA as of September 30, 2024,

were $535.4 million consisting of (i) Exchange Tax Attributes of $310.1 million, (ii) Pre-IPO M&A Tax Attributes of

$107.2 million, and (iii) TRA Payment Tax Attributes of $118.1 million. The Company will retain the benefit of 15% of

these cash savings.

Comparison of Cash Flows for the Nine Months Ended September 30, 2024 and 2023

Cash and cash equivalents decreased $519.2 million from $754.4 million at September 30, 2023, to $235.2 million at

September 30, 2024. A summary of the Company’s cash flows provided by and used for continuing operations from

operating, investing, and financing activities is as follows:

Cash Flows From Operating Activities

Cash flows provided by operating activities for the nine months ended September 30, 2024, were $255.2 million, an

increase of $4.9 million compared to the nine months ended September 30, 2023. This increase in cash flows provided by

operating activities was driven by an increase in Net income of $51.4 million, an increase of $18.6 million in Amortization,

and an increase of $16.3 million in Prepaid and deferred compensation expense offset by the change in Other current and

non-current assets and Other current and non-current accrued liabilities of $84.3 million and Deferred income tax expense

(benefit) decline of $34.4 million. The change in Other current and non-current accrued liabilities was primarily driven by

an increase in acquisition contingent consideration payments. The change in Deferred income tax expense (benefit) was

driven by $20.7 million of Deferred income tax expense from reorganization related to the CCR subsequent to the Socius

acquisition in the third quarter of 2023 and $10.9 million of Deferred income tax benefit recognized as a result of Equity-

based compensation award vesting recognized in the third quarter of 2024.

Cash Flows From Investing Activities

Cash flows used for investing activities during the nine months ended September 30, 2024, were $1,286.4 million, an

increase of $904.5 million compared to the $381.9 million of cash flows used for investing activities during the nine

months ended September 30, 2023. The main driver of the cash flows used for investing activities in the nine months ended

September 30, 2024 was $1,256.7 million for Business combinations - net of cash acquired and cash held in a fiduciary

capacity and $29.7 million of Capital expenditures, compared to $366.1 million for Business combinations - net of cash

acquired and cash held in a fiduciary capacity and $16.0 million of Capital expenditures for the nine months ended

September 30, 2023.

Cash Flows From Financing Activities

Cash flows provided by financing activities during the nine months ended September 30, 2024, were $625.3 million, an

increase of $657.3 million compared to cash flows used in financing activities of $32.0 million during the nine months

ended September 30, 2023. The main drivers of cash flows provided by financing activities during the nine months ended

September 30, 2024 were Proceeds from Senior Secured Notes of $595.2 million, Proceeds from term debt of $107.6

million, and Net change in fiduciary liabilities of $90.7 million offset by Dividends paid to Class A common shareholders

of $66.5 million, Tax distributions to non-controlling LLC Unitholders of $65.8 million, Debt issuance costs paid of $16.8

million, Distributions to non-controlling LLC Unitholders of $16.8 million, Repayment of term debt of $8.3 million, and

Payment of accrued return on Ryan Re preferred units of $2.0 million. The main drivers of cash flows used in by financing

activities during the nine months ended September 30, 2023, were Tax distributions to non-controlling LLC Unitholders of

$52.6 million, Repayment of term debt of $12.4 million, and the Payment of contingent consideration of $4.5 million offset

by the Net change in fiduciary liabilities of $36.8 million.

Contractual Obligations and Commitments

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

obligations are described within “Note 7, Debt” in the notes to our unaudited consolidated financial statements, 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.

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 September 30, 2024, the projected future expense, and the projected timing of future

cash outflows associated with these arrangements.

Long-term Incentive Compensation Agreements
(in thousands)	September 30,<br><br>2024
Current accrued compensation	$6,452
Non-current accrued compensation	15,649
Total liability	$22,101
Projected future expense	22,660
Total projected future cash outflows	$44,761	Projected Future Cash Outflows
---	---
(in thousands)
2024	$—
2025	9,701
2026	2,715
2027	18,390
Thereafter	$13,955

Within “Note 3, Mergers and Acquisitions” in the notes to our unaudited consolidated financial statements we discuss

various contingent consideration arrangements and their impact. Below we have outlined the liabilities accrued as of

September 30, 2024, the projected future expense, and the projected timing of future cash outflows associated with these

contingent consideration agreements.

Contingent Consideration
(in thousands)	September 30,<br><br>2024
Current accounts payable and accrued liabilities	$44,161
Other non-current liabilities	105,970
Total liability	$150,131
Projected future expense	19,383
Total projected future cash outflows	$169,514

Projected Future Cash Outflows
(in thousands)
2024	$—
2025	45,635
2026	1,826
2027	122,053
Thereafter	$—

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 will 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. The accounting

policies that we believe reflect our more significant estimates, judgments, and assumptions that are most critical to

understanding and evaluating our reported financial results are: revenue recognition, business combinations, goodwill and

intangibles, income taxes, and tax receivable agreement liabilities.

Our critical accounting policies are described under the heading “Management’s Discussion and Analysis of Financial

Condition and Results of Operations—Critical Accounting Policies” in the Annual Report on Form 10-K for the year

ended December 31, 2023, filed with the SEC on February 28, 2024. Additionally, the changes, if any, to our critical

accounting policies and estimates disclosed in the Annual Report on Form 10-K for the year ended December 31, 2023, are

included in “Note 1, Basis of Presentation,” to our unaudited consolidated financial statements.

Recent Accounting Pronouncements

For a description of recently adopted accounting pronouncements and recently issued accounting standards not yet adopted

(if any), see “Note 1, Basis of Presentation” in the notes to our unaudited consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We are exposed to various market risks in our day-to-day operations. 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 nine months ended September 30, 2024, approximately 4% of revenues were generated from activities in the

United Kingdom, Europe, and Canada. We are exposed to currency risk from the potential changes between the exchange

rates of the US Dollar, Canadian Dollar, British Pound, Euro, Swedish Krona, Danish Krone, and other European

currencies. The exposure to foreign currency risk from the potential changes between the exchange of 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 September 30, 2024, we had $1,700.0 million of outstanding principal on our Term Loan borrowings, which bears

interest on a floating rate, subject to a 0.0% 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 September 30,

2024 and December 31, 2023, as determined based upon information available.

On April 7, 2022, the Company entered into an interest rate cap agreement to manage its exposure to interest rate

fluctuations related to the Company’s Term Loan for an upfront cost of $25.5 million. The interest rate cap has a $1,000.0

million notional amount, 2.75% strike, and terminates on December 31, 2025.

Based on the below balances as of September 30, 2024, the impact of a hypothetical 100 basis point (BPS) increase or

decrease in quarter-end prevailing short-term interest rates for one year would be:

(in thousands)	Balance at<br><br>September 30, 2024	100 BPS<br><br>Increase	100 BPS<br><br>Decrease
Cash and cash equivalents	$235,199	$(2,352)	$2,352
Term Loan principal outstanding (1)	1,700,000	17,000	(17,000)
Interest rate cap notional amount (2)	1,000,000	(10,000)	10,000
Net exposure to Interest expense, net		$4,648	$(4,648)
Cash and cash equivalents held in a fiduciary capacity	1,120,900	11,209	$(11,209)
Net exposure to Fiduciary investment income		$11,209	$(11,209)
Impact to Net income		$6,561	$(6,561)

(1)To the extent SOFR falls below 0.0%, the impact of the change in interest rates is zero.

(2)To the extent interest rates fall below 2.75%, the impact of the 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 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as defined in Rule 13a–15(e) and Rule 15d–15(e) under the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to provide reasonable assurance that

information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is

recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure

controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that

information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is

accumulated and communicated to our management, including our principal executive and principal financial officers, as

appropriate, to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive

officer and principal financial officer have concluded that as of September 30, 2024, our disclosure controls and procedures

were effective at the reasonable assurance level.

Changes in Internal Control

There have been no changes in internal control over financial reporting during the quarter ended September 30, 2024, that

have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of Internal Control Over Financial Reporting

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives as

specified above. Management does not expect, however, that our disclosure controls and procedures will prevent or detect

all errors and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and

can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can

provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of

fraud, if any, within the Company have been detected.

PART II — OTHER INFORMATION

ITEM 1. 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.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed under the heading “Risk Factors” in our annual report on

Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 28, 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER

PURCHASES OF EQUITY SECURITIES

In connection with the acquisition of minority interests held in subsidiaries of Ryan Specialty Underwriting Managers

International Limited (f/k/a Castel Underwriting Agencies Limited), the Company issued (1) 98,553 shares of the

Company’s Class A common stock on September 13, 2024, to certain of the minority interest holders at a volume weighted

average price of $64.46 per share and (2) 10,403 shares of the Company’s Class A common stock on September 20, 2024,

to certain of the minority interest holders at a volume weighted average price of $63.73 per share. The issuance was made

in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities

Act”) set forth in Regulation D promulgated under the Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Insider Trading Arrangements and Policies

During the quarter ended September 30, 2024, (i) Mark Katz, Executive Vice President, General Counsel and Corporate

Secretary, adopted a “Rule 10b5-1 trading arrangement” (as such term is defined in Item 408(a) of Regulation S-K)

intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a “10b5-1 Plan”) on

September 14, 2024 to sell up to 30,000 shares of the Company’s Class A common stock that are either held directly or

issuable upon conversion of LLC common units, between the first potential sale date on December 13, 2024 and the

expiration of his 10b5-1 Plan on March 31, 2025 and (ii) Nicholas Cortezi, a Director, adopted a 10b5-1 Plan on September

14, 2024 to sell up to 500,000 shares of the Company’s Class A common stock issuable upon conversion of LLC common

units between the first potential sale date on December 13, 2024 and the expiration of his 10b5-1 Plan on August 15, 2025.

Item 6. Exhibits

The following is a list of all exhibits filed or furnished as part of this report:

Exhibit<br><br>Number	Description
3.1	Amended and Restated Certificate of Incorporation of the Ryan Specialty Holdings, Inc., dated July 21,<br><br>2021 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on July 27, 2021).
3.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation of Ryan Specialty<br><br>Holdings, Inc., dated June 3, 2022 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K<br><br>filed on June 8, 2022).
3.3	Amended and Restated Bylaws of Ryan Specialty Holdings, Inc., dated July 21, 2021 (incorporated by<br><br>reference to Exhibit 3.2 to the Registrant’s Form 8-K filed on June 8, 2022).
4.1	Registration Rights Agreement, dated July 26, 2021, by and among Ryan Specialty Holdings, Inc., and the<br><br>other signatories party thereto (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed<br><br>on July 27, 2021).
4.2	Indenture, dated as of February 3, 2022, by and among Ryan Specialty, LLC, the guarantors party thereto<br><br>and U.S. Bank National Association as trustee and as notes collateral agent (incorporated by reference to<br><br>Exhibit 4.1 to the Registrant’s Form 8-K filed on February 7, 2022).
4.3	Form of 4.375% Senior Secured Notes due 2030 (incorporated by reference to Exhibit A to Exhibit 4.1 to<br><br>the Registrant’s Form 8-K filed on February 7, 2022).
4.4	Indenture, dated as of September 19, 2024, by and among Ryan Specialty, LLC, the guarantors party thereto<br><br>and U.S. Bank National Association as trustee and as notes collateral agent (incorporated by reference to<br><br>Exhibit 4.1 to the Registrant’s Form 8-K filed on September 19, 2024).
4.5	Form of 5.875% Senior Secured Notes due 2032 (incorporated by reference to Exhibit A to Exhibit 4.1 to<br><br>the Registrant’s Form 8-K filed on September 19, 2024).
10.1	Amended and Restated Tax Receivable Agreement, dated as of August 9, 2022, by and among Ryan<br><br>Specialty Holdings, Inc., and the other signatories party thereto (incorporated by reference to Exhibit 10.1<br><br>to the Registrant’s Quarterly Report on Form 10-Q filed on August 12, 2022).
10.2	Eighth Amended and Restated Limited Liability Company Agreement of Ryan Specialty, LLC, dated as of<br><br>July 5, 2023, by and among Ryan Specialty, LLC, and the other signatories party thereto, (incorporated by<br><br>reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on November 03, 2023).
10.3	Form of Director and Officer Indemnification Agreement, by and among Ryan Specialty Holdings, Inc.,<br><br>and the other signatories party thereto (incorporated by reference to Exhibit 10.4 to the Registrant’s<br><br>Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 21, 2021).
10.4	Indemnification Agreement, by and among Ryan Specialty Holdings, Inc., and Patrick G. Ryan, dated as of<br><br>July 26, 2021 (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 8-K filed on July 27,<br><br>2021).
10.5	Director Nomination Agreement, dated as of July 26, 2021, by and among Ryan Specialty Holdings, Inc.,<br><br>and the other signatories party thereto (incorporated by reference to Exhibit 10.5 to the Registrant’s Form 8-<br><br>K filed on July 27, 2021).
10.6	Ryan Specialty Holdings, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.7 to<br><br>the Registrant’s Quarterly Report on Form 10-Q filed on August 12, 2022).
10.7	First Amendment to the Ryan Specialty Holdings, Inc. 2021 Omnibus Incentive Plan, (incorporated by<br><br>reference to Exhibit 10.8 to the Registrant’s Form 10-K filed on March 1, 2023).
10.8	Ryan Specialty Holdings, Inc. Form of Class C Common Incentive Unit Grant Agreement (Staking Unit)<br><br>(incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-8 filed on<br><br>July 23, 2021).

10.9	Ryan Specialty Holdings, Inc. Form of Class C Common Incentive Unit Grant Agreement (Reload Unit)<br><br>(incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-8 filed on<br><br>July 23, 2021).
10.10	Ryan Specialty Holdings, Inc. Form of Common Unit Grant Agreement (incorporated by reference to<br><br>Exhibit 10.8 to the Registrant’s Registration Statement on Form S-8 filed on July 23, 2021).
10.11	Ryan Specialty Holdings, Inc., Form of Restricted Stock Unit Agreement (Non-Employee Directors)<br><br>(incorporated by reference to Exhibit 10.15 to the Registrant’s Form 10-K filed on March 16, 2022).
10.12	Ryan Specialty Holdings, Inc. Form of Restricted LLC Unit Agreement (2022), (incorporated by reference<br><br>to Exhibit 10.11 to the Registrant’s Form 10-K filed on February 28, 2024).
10.13	Ryan Specialty Holdings, Inc. Form of Class C Common Incentive Unit Grant Agreement (PSI Units),<br><br>(incorporated by reference to Exhibit 10.12 to the Registrant’s Form 10-K filed on February 28, 2024).
10.14	Ryan Specialty Holdings, Inc. Form of Performance-Based Restricted Stock Unit Agreement (DELTA<br><br>PSUS), (incorporated by reference to Exhibit 10.14 to the Registrant’s Form 10-Q filed on May 30, 2024).
10.15	Ryan Specialty Holdings, Inc. Form of Performance-Based Restricted LLC Unit Agreement (DELTA<br><br>PLUS), (incorporated by reference to Exhibit 10.15 to the Registrant’s Form 10-K filed on February 28,<br><br>2024).
10.16	Seventh Amendment to the Credit Agreement, dated September 13, 2024, including Exhibit A, a conformed<br><br>copy of the Credit Agreement, dated as of September 1, 2020, among Ryan Specialty, LLC and JPMorgan<br><br>Chase Bank, N.A., as administrative agent and the other lenders party thereto, as amended March 30, 2021,<br><br>July 26, 2021, August 13, 2021, April 29, 2022, January 19, 2024, July 30, 2024 and September 13, 2024,<br><br>filed herewith.
10.17	Third Amended and Restated Limited Liability Company Operating Agreement of New Ryan Specialty,<br><br>LLC, dated as of July 5, 2023, by and among New Ryan Specialty, LLC, and the other signatories party<br><br>thereto, (incorporated by reference to Exhibit 10.20 to the Registrant’s Quarterly Report on Form 10-Q filed<br><br>on November 03, 2023).
10.18	First Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement of<br><br>New Ryan Specialty, LLC, dated as of April 30, 2024, by and among New Ryan Specialty, LLC, and the<br><br>other signatories party thereto, (incorporated by reference to Exhibit 10.18 to the Registrant’s Quarterly<br><br>Report on Form 10-Q filed on August 02, 2024).
10.19	Ryan Specialty Group Services, LLC Executive Severance Plan, (incorporated by reference to Exhibit<br><br>10.15 to the Registrant’s Form 10-K filed on February 28, 2024).
31.1	Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant<br><br>to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.2	Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant<br><br>to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.1*	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, filed herewith.
32.2*	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, filed herewith.
97.1	Clawback Policy Pursuant to Rule 10D-1 under the Exchange Act, (incorporated by reference to Exhibit<br><br>97.1 to the Registrant’s Form 10-K filed on February 28, 2024).
101.INS	Inline XBRL (Extensible Business Reporting Language) Instance Document – the instance document does<br><br>not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL<br><br>document.
101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*The certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Quarterly Report on

Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as

amended, except to the extent that the registrant specifically incorporates it by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this

report to be signed on its behalf by the undersigned thereunto duly authorized.

	RYAN SPECIALTY HOLDINGS, INC. (Registrant)
Date: October 30, 2024	By:	/s/ Janice M. Hamilton
		Janice M. Hamilton
		Executive Vice President and Chief Financial Officer<br><br>(Principal Financial Officer and Principal Accounting<br><br>Officer)

Seventh Amendment to Credit Agreement-EX 10.16 EXHIBIT 10.16

SEVENTH AMENDMENT TO CREDIT AGREEMENT

This SEVENTH AMENDMENT TO CREDIT AGREEMENT, dated as of

September 13, 2024 (this “Amendment”), is entered into by and among RYAN SPECIALTY, LLC, a

Delaware limited liability company (the “Borrower”), the 2024 Refinancing Term Loan Lenders (as

defined below) party hereto, the 2024 Incremental Term Loan Lender (as defined below) party hereto,

JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Administrative Agent (in such capacity, the

“Administrative Agent”), and, solely for purposes of Section V, the other Loan Parties party hereto.

This Amendment shall constitute a “Refinancing Amendment” and a “Loan Document” for all purposes

of the Amended Credit Agreement (as defined below) and the other Loan Documents.

RECITALS:

WHEREAS, reference is hereby made to the Credit Agreement, dated as of September

1, 2020 (as amended by that certain First Amendment to Credit Agreement, dated as of March 30, 2021,

as amended by that certain Second Amendment to Credit Agreement, dated as of July 26, 2021, as

amended by that certain Third Amendment to Credit Agreement, dated as of August 13, 2021, as

amended by that Fourth Amendment to Credit Agreement, dated as of April 29, 2022, as amended by

that certain Fifth Amendment to Credit Agreement dated as of January 19, 2024, as amended by that

certain Sixth Amendment to Credit Agreement, dated as of July 30, 2024 and as further amended,

restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit

Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein

defined), by and among the Borrower, the Lenders party thereto from time to time and the

Administrative Agent;

WHEREAS, pursuant to Section 2.26 of the Credit Agreement, the Borrower has

requested that the Consenting Term Loan Lenders (as defined below) and the New Term Loan Lender

(as defined below), each in its capacity as a Lender providing Permitted Credit Agreement Refinancing

Debt (in such capacity, each, a “2024 Refinancing Term Loan Lender” and, collectively, the “2024

Refinancing Term Loan Lenders”) provide $1,600,000,000 of Other Term Commitments (the “2024

Refinancing Term Loan Commitments”; the facility thereunder, the “2024 Refinancing Term Loan

Facility”, and the Other Term Loans funded with respect to the 2024 Refinancing Term Loan

Commitments, the “2024 Refinancing Term Loans”) to the Borrower on the Seventh Amendment

Effective Date;

WHEREAS, each Lender holding Initial Term Loans outstanding immediately prior to

the Seventh Amendment Effective Date (as defined below) (the “Existing Term Loans”) that executes

and delivers a consent to this Amendment (each, a “Consenting Term Loan Lender”) substantially in the

form of Exhibit C hereto (a “Seventh Amendment Consent”) on or prior to the Seventh Amendment

Effective Date shall (a) be deemed to have consented to the amendments to the Credit Agreement and

the Security Agreement set forth herein and (b) convert via cashless roll the entire principal amount of

the Existing Term Loans of such Consenting Term Loan Lender (as in effect immediately prior to the

Seventh Amendment Effective Date) (or such lesser amount as allocated to such Consenting Term Loan

Lender by the Seventh Amendment Left Lead Arranger (as defined below) and the Borrower (such

amount, the “Consenting Lender Rolled Amount”)) into 2024 Refinancing Term Loans and shall

thereafter become a Lender under the Amended Credit Agreement with respect to the Existing Term

Loans so converted;

WHEREAS, in accordance with Section 2.26 of the Credit Agreement, the proceeds of

the 2024 Refinancing Term Loans shall be used to refinance, in whole, the Initial Term Loans, including

to pay fees and expenses in connection therewith and any other ancillary transaction entered into in

connection with the foregoing (collectively, the “Seventh Amendment Refinancing Transactions”);

WHEREAS, pursuant to Section 2.25 of the Credit Agreement, the Borrower has

requested that JPMorgan (in such capacity, the “2024 Incremental Term Loan Lender”, together with

2024 Refinancing Term Loan Lender, the “2024 Term Loan Lender”) provide incremental term loans in

an aggregate principal amount of $100,000,000 (the “2024 Incremental Term Loan Commitments”,

together with the 2024 Repricing Term Loan Commitments, the “New Term Loan Commitments”; the

facility thereunder, the “2024 Incremental Term Loan Facility”, together with the 2024 Repricing Term

Loan Facility, the “2024 Term Loan Facility”; and the Term Loans funded with respect to the 2024

Incremental Term Loan Commitments, the “2024 Incremental Term Loans”, together with the 2024

Repricing Term Loans, the “2024 Term Loans”) to the Borrower on the Seventh Amendment Effective

Date;

WHEREAS, the proceeds of the 2024 Incremental Term Loans shall be used to repay

certain Revolving Loans and to pay fees and expenses in connection therewith and any other ancillary

transaction entered into in connection with the foregoing (collectively, the “Seventh Amendment

Incremental Transactions”);

WHEREAS, with respect to this Amendment, (i) JPMorgan has been appointed as the

left lead arranger for the 2024 Term Loan Facility (in such capacity, the “Seventh Amendment Left

Lead Arranger”), (ii) each of BMO Capital Markets Corp. (“BMO”), Wells Fargo Securities, LLC

(“Wells Fargo”), Barclays Bank PLC (“Barclays”), CIBC World Markets Corp. (“CIBC”), PNC Capital

Markets LLC (“PNC”), Royal Bank of Canada (“RBC”), Citizens Bank, N.A. (“Citizens”), Mizuho

Bank, LTD. (“Mizuho”), Truist Securities, Inc. (“Truist”), Goldman Sachs Bank USA (“GS”), Capital

One, National Association (“CONA”) and BofA Securities, Inc. (“BofA”) will act as a lead arranger for

the 2024 Term Loan Facility (each in such capacity, together with the Seventh Amendment Left Lead

Arranger, a “Seventh Amendment Arranger” and, collectively, the “Seventh Amendment Arrangers”)

and (iii) each of JPMorgan, BMO, Wells Fargo, Barclays, CIBC, PNC, RBC, Citizens, Mizuho, Truist,

GS, CONA and BofA will act as a joint bookrunner for the 2024 Term Loan Facility (each in such

capacity, a “Seventh Amendment Joint Bookrunner” and, collectively, the “Seventh Amendment Joint

Bookrunners”);

WHEREAS, pursuant to and in accordance with Section 11.1(b)(v) of the Credit

Agreement, the Borrower (i) desires to amend the Credit Agreement as set forth in Section II(1) of this

Amendment (the Credit Agreement as amended hereby, the “Amended Credit Agreement”) and (ii)

desires to amend the Security Agreement as set forth in Section II(2) of this Amendment (the Security

Agreement as amended hereby, the “Amended Security Agreement”); and

WHEREAS, the 2024 Refinancing Term Loan Lenders (constituting Required

Lenders) have agreed to the amendments contemplated by this Amendment.

NOW, THEREFORE, in consideration of the premises and agreements, provisions

and covenants herein contained and for other good and valuable consideration (the receipt and

sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

Section I.Establishment of 2024 Term Loans and 2024 Term Loan Commitments

1.(a) Each 2024 Refinancing Term Loan Lender hereby commits, subject to the

terms and conditions set forth herein and in the Amended Credit Agreement, to (i) in the case of each

Consenting Term Loan Lender, provide an amount of 2024 Refinancing Term Loan Commitments equal

to the Consenting Lender Rolled Amount and (ii) in the case of any 2024 Refinancing Term Loan

Lender that is not a Consenting Term Loan Lender (a “New Term Loan Lender”), provide an amount of

the 2024 Refinancing Term Loan Commitments, as set forth in Schedule A annexed hereto and (b) the

2024 Incremental Term Loan Lender hereby commits, subject to the terms and conditions set forth

herein and in the Amended Credit Agreement, to provide the full amount of the 2024 Incremental Term

Loan Commitments, as set forth in Schedule A annexed hereto.

2.On the Seventh Amendment Effective Date: (i) each 2024 Refinancing Term

Loan Lender, severally and not jointly, shall make (or in the case of any Consenting Term Loan Lender,

be deemed to make) the 2024 Refinancing Term Loans to the Borrower in accordance with the terms of

Section 2.26 of the Credit Agreement and the terms hereof by delivering immediately available funds to

the Administrative Agent in an amount equal to its 2024 Refinancing Term Loan Commitment (or in the

case of a Consenting Term Loan Lender, by converting its Existing Term Loans into 2024 Refinancing

Term Loans); (ii) the Borrower shall refinance the Initial Term Loans in an amount equal to the net

proceeds of the 2024 Refinancing Term Loans by directing the Administrative Agent to apply the funds

made available to the Administrative Agent pursuant to clause (i) above to refinance the Initial Term

Loans and (iii) the Borrower shall pay to the Administrative Agent, for the ratable benefit of the existing

Lenders holding Initial Term Loans immediately prior to the Seventh Amendment Effective Date, all

accrued and unpaid interest in respect of the Initial Term Loans to, but not including, the Seventh

Amendment Effective Date.

3.The 2024 Term Loans shall be subject to the provisions of the Amended Credit

Agreement and the other Loan Documents.

4.Unless previously terminated, the 2024 Term Loan Commitments shall

terminate upon the funding of the 2024 Term Loans.

Section II.Amendments to the Credit Agreement and the Security Agreement.

1)The Credit Agreement is, effective as of the Seventh Amendment Effective Date,

hereby amended to delete the stricken text (indicated textually in the same manner as the following

example: stricken text) and to add the double-underlined text (indicated textually in the same manner as

the following example: double-underlined text) as set forth in the pages of the Amended Credit

Agreement attached as Exhibit A hereto.

2)The Security Agreement is, effective as of the Seventh Amendment Effective Date,

hereby amended to delete the stricken text (indicated textually in the same manner as the following

example: stricken text) and to add the double-underlined text (indicated textually in the same manner as

the following example: double-underlined text) as set forth in the pages of the Security Credit

Agreement attached as Exhibit B hereto.

Section III. Conditions Precedent.

The effectiveness of this Amendment is subject to the satisfaction (or waiver by the

Administrative Agent) of the following conditions (the date on which such conditions are satisfied or

waived, the “Seventh Amendment Effective Date”):

1.this Amendment shall have been duly executed by the Borrower, the other Loan Parties

(solely with respect to Section V), the Administrative Agent, each 2024 Refinancing Term Loan Lender

and the 2024 Incremental Term Loan Lender;

2.no Default or Event of Default shall have occurred and be continuing on such date or

after giving effect to this Amendment;

3.the Administrative Agent shall have received (i) an Officer’s Certificate of each Loan

Party, dated as of the Seventh Amendment Effective Date, in form and substance reasonably acceptable

to the Administrative Agent, with appropriate insertions and attachments, including copies of

resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and

authorizing the execution, delivery and performance of the Loan Documents to which it is a party (if

required by applicable law or customary for market practice in the relevant jurisdiction), incumbency

certifications, the certificate of incorporation or other similar Organizational Documents of each Loan

Party certified by the relevant authority of the jurisdiction of organization, registration or incorporation

of such Loan Party (only where customary in the applicable jurisdiction) and bylaws or other similar

Organizational Documents of each Loan Party certified by a Responsible Officer as being in full force

and effect on the Seventh Amendment Effective Date and (ii) a good standing certificate (to the extent

such concept exists in the relevant jurisdictions and only where customary in the applicable jurisdiction)

for each Loan Party from its jurisdiction of organization, registration or incorporation;

4.the Administrative Agent shall have received the executed legal opinions of (i) Kirkland

& Ellis LLP, New York counsel to the Loan Parties and (ii) Richards, Layton & Finger P.A., as

Delaware counsel to the Loan Parties, each of which shall be in form and substance reasonably

satisfactory to the Administrative Agent;

5.all (i) fees and expenses separately agreed to be paid to each Seventh Amendment

Arranger by the Borrower and (ii) all expenses of Administrative Agent and each Seventh Amendment

Arranger relating hereto, in each case, invoiced at least one (1) Business Day prior to the Seventh

Amendment Effective Date shall have, in each case, been paid or will be paid substantially

contemporaneously with the effectiveness of this Amendment;

6.the representations and warranties of the Borrower and the other Loan Parties contained

in Section IV of this Amendment shall be true and correct (subject to the materiality qualifiers set forth

therein);

7.the Borrower shall have paid to the Administrative Agent, for the ratable account of the

Initial Term Lenders immediately prior to the Seventh Amendment Effective Date, all accrued and

unpaid interest on the Initial Term Loans to, but not including, the Seventh Amendment Effective Date,

on the Seventh Amendment Effective Date;

8.the Administrative Agent, the 2024 Incremental Term Loan Lender and the 2024

Refinancing Term Loan Lenders shall have received, at least three (3) Business Days prior to the

Seventh Amendment Effective Date, to the extent reasonably requested at least ten (10) Business Days

prior to the Seventh Amendment Effective Date, all documentation and other information required by

bank regulatory authorities under applicable “know your customer” and anti-money laundering rules

and regulations, including, without limitation, the USA PATRIOT Act, with respect to the Loan Parties;

9.to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. §

1010.230, no later than three (3) Business Days prior to the Seventh Amendment Effective Date, the

Administrative Agent shall have received (a) an updated Beneficial Ownership Certification in relation

to the Borrower or (b) confirmation that the Beneficial Ownership Certification most recently delivered

to the Administrative Agent by the Borrower is true and correct as of the Seventh Amendment Effective

Date;

10.the Administrative Agent shall have received a certificate signed by a Responsible

Officer of the Borrower certifying that the conditions specified in clauses 2 and 6 of this Section III

have been satisfied; and

11.the Administrative Agent shall have received a Borrowing Request in the form attached

as Exhibit H to the Credit Agreement

Section IV. Representations and Warranties.

To induce the 2024 Term Loan Lenders and the Administrative Agent to enter into this

Amendment, the Borrower represents to each 2024 Term Loan Lender and the Administrative Agent

that, as of the Seventh Amendment Effective Date and giving effect to all of the transactions occurring

on the Seventh Amendment Effective Date:

1.Existence, Qualification and Power; Compliance with Laws.

i.Each Loan Party (a) is duly organized (or where applicable in the relevant jurisdiction,

registered or incorporated), validly existing and (where applicable in the relevant

jurisdiction) in good standing under the laws of the jurisdiction of its organization,

registration or incorporation, as the case may be, (b) has the power and authority to own

and operate its property, to lease the property it operates as lessee and to conduct the

business in which it is currently engaged and (c) is in compliance with all Requirements

of Law, except in the case of clauses (a) (except as it relates to the due organization and

valid existence of the Borrower), (b) and (c) above, to the extent that the failure to

comply therewith would not, in the aggregate, reasonably be expected to have a

Material Adverse Effect.

ii.Each Loan Party (a) has the power and authority, and the legal right, to enter into,

make, deliver and perform this Amendment and, in the case of the Borrower, to obtain

extensions of credit hereunder and (b) has taken all necessary organizational action to

authorize the execution, delivery and performance of this Amendment and, in the case

of the Borrower, to authorize the extensions of credit on the terms and conditions of this

Amendment.

iii.No Governmental Approval or consent or authorization of, filing with, notice to or other

act by or in respect of, any other Person is required in connection with the extensions of

credit hereunder or with the execution, delivery, performance, validity or enforceability

of this Amendment, except (a) Governmental Approvals, consents, authorizations,

filings and notices that have been obtained or made and are in full force and effect and

(b) the filings referred to in Section 4.16 of the Amended Credit Agreement. No

Governmental Approval or consent or authorization of, filing with, notice to or other act

by or in respect of, any other Person is required in connection with the consummation

of the transactions contemplated by this Amendment, except (x) Governmental

Approvals, consents, authorizations, filings and notices that have been obtained or made

and are in full force and effect, (y) consents and approvals from Governmental

Authorities required to be obtained in the ordinary course of business, and (z) consents,

authorizations, filings and notices the failure to obtain or perform would not reasonably

be expected to result in a Material Adverse Effect.

2.Authorization; No Contravention.

i.Each Loan Party has taken all necessary organizational action to authorize the

execution, delivery and performance of this Amendment and, in the case of the

Borrower, to authorize the extensions of credit on the terms and conditions of this

Amendment.

ii.The execution, delivery and performance of this Amendment and the other Loan

Documents, the issuance of Letters of Credit, the borrowings and guarantees hereunder

and the use of the proceeds thereof (a) will not violate any Contractual Obligation of the

Borrower or any Group Member (except, individually or in the aggregate, as would not

reasonably be expected to result in a Material Adverse Effect), or violate any material

Requirement of Law or the Organizational Documents of any Loan Party and (b) will

not result in, or require, the creation or imposition of any Lien on any of their respective

properties or revenues pursuant to any Requirement of Law, any such Organizational

Documents or any such Contractual Obligation (other than the Liens created by the

Security Documents and other than any other Permitted Liens) except, individually or in

the aggregate, as would not reasonably be expected to result in a Material Adverse

Effect.

3.Binding Effect. This Amendment and each other Loan Document has been duly executed and

delivered on behalf of each applicable Loan Party. This Amendment constitutes, and each other Loan

Document executed in connection herewith upon execution will constitute, a legal, valid and binding

obligation of each applicable Loan Party, enforceable against each such Loan Party in accordance with

its terms, except as enforceability may be limited by any Legal Reservations.

4.Loan Document Representations. By its execution of this Amendment, the Borrower hereby

represents and warrants that each of the representations and warranties made by any Loan Party in or

pursuant to the Loan Documents shall be true and correct in all material respects (except where such

representations and warranties are already qualified by materiality, in which case such representation

and warranty shall be accurate in all respects) on and as of such date as if made on and as of such date,

except to the extent such representations and warranties expressly relate to an earlier date, in which case

such representations and warranties shall have been true and correct in all material respects (except

where such representations and warranties are already qualified by materiality, in which case such

representation and warranty shall be accurate in all respects) as of such earlier date.

Section V. Confirmation of Guaranties and Security Interests.

1.To induce the 2024 Term Loan Lenders and the Administrative Agent to enter into this

Amendment, each of the Loan Parties hereby acknowledges and reaffirms its obligations under each

Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral

assignment of a lien or security interest, as applicable, contained therein, in each case as amended,

restated, amended and restated, supplemented or otherwise modified prior to or as of the date hereof

(including as amended pursuant to this Amendment). The Borrower acknowledges and agrees that each

of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect

and that all of its obligations thereunder shall not be impaired or limited by the execution or

effectiveness of this Amendment.

2.In furtherance of the foregoing Section IV(1), each Loan Party, in its capacity as a Guarantor

under any Loan Document constituting a guarantee to which it is a party (in such capacity, each a

“Reaffirming Loan Guarantor”), reaffirms its guarantee of the Obligations under the terms and

conditions of such guarantee and agrees that such guarantee remains in full force and effect to the extent

set forth in such guarantee and after giving effect to this Amendment, and is hereby ratified, reaffirmed

and confirmed. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this

Amendment and the Amended Credit Agreement and that the principal of, the interest and premium (if

any) on, and fees related to, the 2024 Refinancing Term Loans (as amended by this Amendment)

constitute “Obligations” under the Loan Documents. The Reaffirming Loan Guarantor hereby (a)

acknowledges and agrees that its guarantee and each of the Loan Documents to which it is a party or

otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not

be impaired or limited by the execution or effectiveness of this Amendment, (b) acknowledges and

agrees that it will continue to guarantee to the fullest extent possible in accordance with the Loan

Documents the payment and performance of all Obligations under each of the Loan Documents to

which it is a party (including all such Obligations as amended, reaffirmed and/or increased pursuant to

this Amendment) and (c) acknowledges, agrees and warrants for the benefit of the Administrative

Agent, the Collateral Agent and each other Secured Party that there are no rights of set-off or

counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable

such Reaffirming Loan Guarantor to avoid or delay timely performance of its obligations under the

Loan Documents.

3.In furtherance of the foregoing Section IV(1), each of the Loan Parties that is party to any

Collateral Document, in its capacity as a grantor under any Collateral Document (in such capacity, each

a “Reaffirming Grantor”), hereby acknowledges that it has reviewed and consents to the terms and

conditions of this Amendment and the transactions contemplated hereby. In addition, each Reaffirming

Grantor reaffirms the security interests granted by such Reaffirming Grantor under the terms and

conditions of the Collateral Document and each other Loan Document (in each case, to the extent a

party thereto) to secure the Obligations (including all such Obligations as amended, reaffirmed and/or

increased pursuant to this Amendment) and agrees that such security interests remain in full force and

effect and are hereby ratified, reaffirmed and confirmed. Each Loan Party hereby confirms that the

security interests granted by such Reaffirming Grantor under the terms and conditions of the Loan

Documents secure the 2024 Term Loans as part of the Obligations. Each Reaffirming Grantor hereby

(a) confirms that each Collateral Document to which it is a party or is otherwise bound and all Collateral

encumbered thereby will continue to secure, to the fullest extent possible in accordance with such

Collateral Document, the payment and performance of the Obligations (including all such Obligations

as amended, reaffirmed and/or increased pursuant to this Amendment), as the case may be, including

without limitation the payment and performance of all such applicable Obligations that are joint and

several obligations of each Reaffirming Grantor and each grantor now or hereafter existing, (b) confirms

its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest

in and continuing lien on all of such grantor’s right, title and interest in all Collateral, in each case,

whether now owned or hereafter acquired or arising and wherever located, as collateral security for the

prompt and complete payment and performance in full when due, whether at stated maturity, by

required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations

(including all such Obligations as amended, reaffirmed and/or increased pursuant to this Amendment),

subject to the terms contained in the applicable Loan Documents and (c) confirms its respective pledges,

grants of security interests and other obligations, as applicable, under and subject to the terms of each of

the Collateral Documents to which it is a party.

4.By its execution of this Amendment, each of the parties hereto acknowledges and agrees that

the terms of this Amendment do not constitute a novation but, rather, an amendment of the terms of a

pre-existing Indebtedness and related agreement, as evidenced by the Amended Credit Agreement.

Section VI.Miscellaneous.

1.Amendment, Modification and Waiver. This Amendment may not be amended, modified or

waived except by an instrument or instruments in writing signed and delivered on behalf of the

necessary parties under Section 11.1 of the Credit Agreement.

2.Entire Agreement. This Amendment, the Amended Credit Agreement and the other Loan

Documents constitute the entire agreement among the parties hereto with respect to the subject

matter hereof and thereof and supersede all other prior agreements and understandings, both

written and verbal, among the parties or any of them with respect to the subject matter hereof.

3.GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND

CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

4.Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable

(a) the legality, validity and enforceability of the remaining provisions of this Amendment and

the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall

endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions

with valid provisions the economic effect of which comes as close as possible to that of the

illegal, invalid or unenforceable provisions.

5.Counterparts. This Amendment may be executed in one or more counterparts (and by

different parties hereto in different counterparts), each of which shall be deemed an original, but

all of which when taken together shall constitute one and the same instrument. Delivery of an

executed counterpart of a signature page of this Amendment that is an Electronic Signature

transmitted by telecopy, emailed .pdf or any other electronic means that reproduces an image of

an actual executed signature page shall be effective as delivery of a manually executed

counterpart of this Amendment.

6.Incorporation by Reference. The terms and provisions of Sections 11.2 (“Notices”), 11.5

(“Payment of Expenses; Indemnity; Limitation of Liability”), 11.10 (“Counterparts; Electronic

Execution”), 11.13 (“Governing Law”), 11.14 (“Submission To Jurisdiction; Waivers”), 11.18

(“Waivers Of Jury Trial”), 11.19 (“USA Patriot Act Notification; Beneficial Ownership”) and

11.22 (“No Fiduciary Duty”) of the Credit Agreement are hereby incorporated herein by

reference, mutatis mutandis, with the same force and effect as if fully set forth herein, and the

parties hereto agree to such terms.

[Remainder of page intentionally left blank]

[Signature Page to Seventh Amendment]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to

be duly executed as of the date first written above.

RYAN SPECIALTY, LLC, as the Borrower

By:	/s/ Noah Angeletti
	Name: Noah Angeletti
	Title: Senior Vice President and Treasurer

[Signature Page to Seventh Amendment]

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent, a 2024 Refinancing Term Loan

Lender and the 2024 Incremental Term Loan Lender

By:	/s/ Milena Kolev
	Name: Milena Kolev
	Title: Executive Director

[Signature Page to Seventh Amendment]

[LENDER SIGNATURE PAGES ON FILE WITH ADMINISTRATIVE AGENT]

[Signature Page to Seventh Amendment]

Solely with respect to Section V:

Guarantors:

RSG GROUP PROGRAM ADMINISTRATOR, LLC

RYAN SERVICES GROUP, LLC

RSG SPECIALTY, LLC

INTERNATIONAL FACILITIES INSURANCE SERVICES, INC.

RSG UNDERWRITING MANAGERS, LLC

SMOOTH WATERS, LLC

JEM UNDERWRITING MANAGERS, LLC

CONCORD SPECIALTY RISK OF CANADA, LLC

RYAN SPECIALTY LATIN AMERICA, LLC

ACCURISK HOLDINGS LLC

ACCURISK SOLUTIONS LLC

CASE MANAGEMENT SPECIALISTS, LLC

MATRIX RISK MANAGEMENT SERVICES, LLC

US ASSURE, LLC

US ASSURE INSURANCE SERVICES OF FLORIDA, LLC

By:	/s/ Noah Angeletti
	Name: Noah Angeletti
	Title: Senior Vice President and Treasurer

RSG PLATFORM, LLC

STETSON INSURANCE FUNDING, LLC

By:	/s/ Noah Angeletti
	Name: Noah Angeletti
	Title: Treasurer

[Signature Page to Seventh Amendment]

RYAN SPECIALTY TRANSPORTATION UNDERWRITING MANAGERS, A SERIES OF

RSG UNDERWRITING MANAGERS, LLC

RYAN FINANCIAL LINES, A SERIES OF RSG UNDERWRITING

MANAGERS, LLC

TECHNICAL RISK UNDERWRITERS, A SERIES OF

RSG UNDERWRITING MANAGERS, LLC

LIFE SCIENCE RISK, A SERIES OF RSG

UNDERWRITING MANAGERS, LLC

SAPPHIRE BLUE, A SERIES OF RSG UNDERWRITING

MANAGERS, LLC

POWER ENERGY RISK, A SERIES OF RSG

UNDERWRITING MANAGERS, LLC

WKFC UNDERWRITING MANAGERS, A SERIES OF

RSG UNDERWRITITING MANAGERS, LLC

CORRISK SOLUTIONS, A SERIES OF RSG

UNDERWRITING MANAGERS, LLC

RYAN TRANSACTIONAL RISK, A

SERIES OF RSG UNDERWRITING MANAGERS,

LLC

RYAN SPECIALTY TRANSACTIONAL RISKS US, A

SERIES OF RSG UNDERWRITING MANAGERS,

LLC

By:	/s/ Noah Angeletti
	Name: Noah Angeletti
	Title: Senior Vice President and Treasurer

[Signature Page to Seventh Amendment]

RYAN RE UNDERWRITING MANAGERS, LLC

RYAN ALTERNATIVE RISK, A SERIES OF RSG

SPECIALTY, LLC

TRIDENT MARINE MANAGERS, A SERIES OF RSG

SPECIALTY, LLC

IRWIN SIEGEL AGENCY, A SERIES OF RSG

SPECIALTY, LLC

EMERALD UNDERWRITING MANAGERS, A SERIES

OF RSG UNDERWRITING MANAGERS, LLC

GLOBAL SPECIAL RISKS, A SERIES OF RSG

SPECIALTY, LLC

SUITELIFE UNDERWRITING MANAGERS, A SERIES

OF RSG SPECIALTY, LLC

VERDANT UNDERWRITING MANAGERS, A SERIES OF RSG

SPECIALTY, LLC

RYAN SPECIALTY BENEFITS, A SERIES OF RSG SPECIALTY, LLC

By:	/s/ Noah Angeletti
	Name: Noah Angeletti
	Title: Senior Vice President and Treasurer

KRP MANAGERS, LLC

By:	/s/ Andrew Lewis
	Name: Andrew Lewis
	Title: President

SCHEDULE A

[Intentionally Omitted]

EXHIBIT A

Amended Credit Agreement

[See Attached]

Exhibit BA to

SixthSeventh Amendment to Credit Agreement

CREDIT AGREEMENT

among

RYAN SPECIALTY, LLC,

as the Borrower,

RYAN SPECIALTY HOLDINGS INTERNATIONAL LIMITED,

as the UK Borrower,

the Guarantors from time to time party hereto,

the several Lenders from time to time party hereto,

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

Dated as of September 1, 2020,

as amended by the First Amendment, dated as of March 30, 2021,

as amended by the Second Amendment, dated as of July 26, 2021,

as amended by the Third Amendment, dated as of August 13, 2021,

as amended by the Fourth Amendment, dated as of April 29, 2022,

as amended by the Fifth Amendment, dated as of January 19, 2024,

and as further amended by the Sixth Amendment, dated as of July 30, 2024

and as further amended by the Seventh Amendment, dated as of September 13, 2024

JPMORGAN CHASE BANK, N.A.,

BARCLAYS BANK PLC,

WELLS FARGO SECURITIES, LLC,

GOLDMAN SACHS BANK USA,

and

BANK OF MONTREAL,

as Joint Lead Arrangers and Joint Bookrunners

ROYAL BANK OF CANADA

CAPITAL ONE, N.A.

and

UBS SECURITIES LLC,

as Co-Syndication Agents

#98550709v21

TABLE OF CONTENTS

Page

SECTION 1. DEFINITIONS12

1.1Defined Terms12

1.2Other Interpretive Provisions9294

1.3Accounting9395

1.4Limited Condition Transactions9395

1.5Financial Ratio Calculations9496

1.6Currency Equivalents Generally.9496

1.7Treatment of Subsidiaries Prior to Joinder.9597

1.8Interest Rates.9597

1.9Divisions.9698

1.10Calculation of Baskets.98

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS9698

2.1Term Commitments9698

2.2Procedure for Borrowing Term Loans9699

2.3Repayment of Term Loans9799

2.4Revolving Commitments97100

2.5Procedure for Borrowing of Revolving Loans97100

2.6[Reserved].98101

2.7[Reserved]98101

2.8Commitment Fees, etc98101

2.9Termination or Reduction of Revolving Commitments99102

2.10Optional Prepayments99102

2.11Mandatory Prepayments and Commitment Reductions100103

2.12Conversion and Continuation Options103106

2.13Limitations on Term Benchmark Tranches104107

2.14Interest Rates and Payment Dates104107

2.15Computation of Interest and Fees105108

2.16Inability to Determine Interest Rate; Illegality105108

2.17Pro Rata Treatment and Payments107110

2.18Requirements of Law108111

2.19Taxes109112

2.20[Reserved]115118

2.21Indemnity115118

2.22Change of Lending Office116119

2.23Replacement of Lenders116119

2.24Notes117120

2.25Incremental Credit Extensions117120

2.26Refinancing Amendments121125

2.27Defaulting Lenders123127

2.28Loan Modification Offers125128

SECTION 3. LETTERS OF CREDIT127130

3.1L/C Commitment127130

3.2Procedure for Issuance of Letter of Credit128131

3.3Fees and Other Charges129132

-ii-

3.4L/C Participations129133

3.5Reimbursement Obligation of the Borrower130134

3.6Obligations Absolute131134

3.7Letter of Credit Payments132135

3.8Applications132135

3.9Letter of Credit Amounts132135

3.10Existing Letters of Credit132135

SECTION 4. REPRESENTATIONS AND WARRANTIES132136

4.1Financial Condition132136

4.2No Change133137

4.3Existence; Compliance with Law133137

4.4Power; Authorization; Enforceable Obligations134137

4.5No Legal Bar134137

4.6Litigation134138

4.7Ownership of Property; Liens134138

4.8Intellectual Property135138

4.9Taxes135138

4.10Federal Regulations135138

4.11Employee Benefit Plans135138

4.12Affected Financial Institution. No Loan Party is an Affected Financial

Institution.136139

4.13Investment Company Act136139

4.14Environmental Matters136139

4.15Accuracy of Information, etc136140

4.16Security Documents137140

4.17Solvency137140

4.18Patriot Act; FCPA; OFAC; Sanctions Laws.137141

4.19Status as Senior Indebtedness138141

SECTION 5. CONDITIONS PRECEDENT138141

5.1Conditions to Closing Date

138Reserved141

5.2Conditions to Each Borrowing Date141

SECTION 6. AFFIRMATIVE COVENANTS141142

6.1Financial Statements142

6.2Certificates; Other Information143

6.3Payment of Taxes144145

6.4Maintenance of Existence; Compliance with Law144145

6.5Maintenance of Property; Insurance145

6.6Inspection of Property; Books and Records; Discussions.145146

6.7Notices146

6.8Environmental Laws146147

6.9Additional Collateral, etc.146147

6.10Credit Ratings148

6.11Further Assurances148

-iii-

6.12Designation of Unrestricted Subsidiaries149

6.13Employee Benefit Plans149

6.14Use of Proceeds149

6.15Post-Closing Matters150

6.16FCPA; OFAC150

6.17Lender Calls150

SECTION 7. NEGATIVE COVENANTS150

7.1Total First Lien Net Leverage Ratio150

7.2Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and

Preferred Stock150

7.3Limitation on Restricted Payments; Restricted Debt Payments; Investments157

7.4Dividend and Other Payment Restrictions Affecting Subsidiaries163164

7.5Asset Sales166167

7.6Transactions with Affiliates167168

7.7Liens170171

7.8Fundamental Changes170171

7.9[Reserved]172

7.10Changes in Fiscal Periods172173

7.11Negative Pledge Clauses172173

7.12Lines of Business172173

7.13Amendments to Organizational Documents172173

SECTION 8. GUARANTEE173174

8.1The Guarantee173174

8.2Obligations Unconditional173174

8.3Reinstatement174175

8.4No Subrogation174175

8.5Remedies175176

8.6[Reserved].175176

8.7Continuing Guarantee175176

8.8General Limitation on Guarantor Obligations175176

8.9Release of Guarantors175176

8.10Right of Contribution176177

8.11Keepwell176177

8.12UK Guarantee Limitation.176177

SECTION 9. EVENTS OF DEFAULT177178

9.1Events of Default177178

9.2Action in Event of Default.179180

9.3Right to Cure181182

9.4Application of Proceeds182183

SECTION 10. ADMINISTRATIVE AGENT183184

10.1Appointment and Authority183184

10.2Rights as a Lender183185

-iv-

10.3Exculpatory Provisions184185

10.4Reliance by Administrative Agent185186

10.5Delegation of Duties185187

10.6Resignation and Removal of Administrative Agent185187

10.7Certain ERISA Matters186188

10.8No Other Duties, Etc187189

10.9Administrative Agent May File Proofs of Claim.188189

10.10Collateral and Guaranty Matters188190

10.11Intercreditor Agreements.190191

10.12Withholding Tax Indemnity190192

10.13Indemnification191192

10.14Appointment of Incremental Arrangers, Refinancing Arrangers and Loan

Modification Agents191193

10.15Credit Bidding.192193

10.16Acknowledgements of Lenders and Issuing Banks193194

SECTION 11. MISCELLANEOUS194195

11.1Amendments and Waivers194195

11.2Notices198200

11.3No Waiver; Cumulative Remedies200202

11.4Survival of Representations and Warranties200202

11.5Payment of Expenses; Indemnity; Limitation of Liability200203

11.6Successors and Assigns; Participations and Assignments202204

11.7[Reserved]209211

11.8Adjustments; Set-off210211

11.9[Reserved]210212

11.10Counterparts; Electronic Execution210212

11.11Severability211213

11.12Integration211213

11.13Governing Law211213

11.14Submission To Jurisdiction; Waivers212213

11.15Acknowledgements212214

11.16Acknowledgement and Consent to Bail-In of Affected Financial

Institutions212214

11.17Confidentiality213215

11.18Waivers Of Jury Trial214216

11.19USA Patriot Act Notification; Beneficial Ownership214216

11.20Maximum Amount214216

11.21Lender Action215217

11.22No Fiduciary Duty215217

11.23Acknowledgments Regarding any Supported QFCs216217

11.24Joint and Several Liability of the Borrower and the UK Borrower216218

11.25Appointment of the Borrower216218

-v-

SCHEDULES:

1.1A-1Commitments

1.1A-2L/C Sublimit

1.1BExisting Letters of Credit

1.1C[Reserved]

1.1E Permitted Investments

1.1F Permitted Liens

1.1GExisting Swap Agreements

1.1H[Reserved]

5.1(f)Local Counsel Opinions

6.15Post-Closing Undertakings

7.2 Permitted Indebtedness

11.2Notice Addresses for Administrative Agent and Issuing Lenders

EXHIBITS:

AForm of Security Agreement

BForm of Assignment and Assumption

CForm of Compliance Certificate

D-1[Reserved]

D-2Form of Terms of Intercreditor (pari passu)

EForm of Prepayment Notice

F-1Form of Revolving Loan Note

F-2Form of Term Loan Note

F-3[Reserved]

GForm of Guarantor Joinder Agreement

HForm of Borrowing and Conversion/Continuation Request

IForm of Solvency Certificate

JForm of Global Intercompany Note

K[Reserved]

L[Reserved]

M-1Form of U.S. Tax Compliance Certificate (Non-U.S. Lenders That Are Not Partnerships)

M-2Form of U.S. Tax Compliance Certificate (Non-U.S. Participants That Are Not Partnerships)

M-3Form of U.S. Tax Compliance Certificate (Non-U.S. Participants That Are Partnerships)

M-4Form of U.S. Tax Compliance Certificate (Non-U.S. Lenders That Are Partnerships)

CREDIT AGREEMENT (this “Agreement”), dated as of September 1, 2020, as amended by the

First Amendment, dated as of March 30, 2021, as amended by the Second Amendment, dated as of July

26, 2021, as amended by the Third Amendment, dated as of August 13, 2021, as amended by the Fourth

Amendment, dated as of April 29, 2022, as amended by the Fifth Amendment, dated as of January 19,

2024, and as furtheras amended by the Sixth Amendment, dated as of July 30, 2024 and as further

amended by the Seventh Amendment, dated as of September 13, 2024, among Ryan Specialty, LLC, a

Delaware limited liability company (the “Borrower”), Ryan Specialty Holdings International Limited, a

private limited company incorporated under the laws of England and Wales, with registered company

number 07632134 (the “UK Borrower”), the Guarantors from time to time party hereto (including

through delivery of a Guarantor Joinder Agreement in accordance with the terms of this Agreement), the

several banks, financial institutions, institutional investors and other entities from time to time party

hereto as lenders (the “Lenders”), the Issuing Lenders from time to time party hereto and JPMorgan

Chase Bank, N.A. (“JPMCB”), as Administrative Agent.

W I T N E S S E T H:

WHEREAS, pursuant to that certain Equity Purchase Agreement, dated as of June 23, 2020 (such

agreement, together with all schedules and exhibits thereto, as amended, restated, amended and restated,

supplemented or otherwise modified from time to time in a manner that would not result in a failure of the

condition precedent set forth in Section 5.1(b)(i), the “Acquisition Agreement”), by and among Ryan

Specialty, LLC (the “Buyer”), Nick Cortezi (“Principal”), in his individual capacity and in his capacity as

the Sellers’ Representative, the persons named on Exhibit A thereto (collectively, “Trust Sellers” and,

together with Principal, each, a “Seller” and, collectively, “Sellers”), All Risks, LTD, a Maryland

corporation (“All Risks”), Independent Claims Services, LLC, a Maryland limited liability company

(“ICS” and together with All Risks, the “Target”) Skipjack Premium Finance Company, a Maryland

corporation, Skipjack Premium Finance Company, a California corporation and Matthew Nichols, the

Borrower will acquire (the “Acquisition”) from the Sellers all of the outstanding equity interests of the

Target, and each of their direct and indirect subsidiaries (collectively, the “Company”) as set forth in the

Acquisition Agreement;

WHEREAS, to finance a portion of the Acquisition and for other purposes described herein, the

Lenders agreed to extend, on the Closing Date, certain credit facilities consisting of (i) Term Loans made

available to the Borrower in an aggregate principal amount of $1,650,000,000 and (ii) Revolving

Commitments (which Revolving Commitments include the subfacilities as set forth herein with respect to

L/C Commitments) made available to the Borrower in an aggregate principal amount of $300,000,000;

WHEREAS, the Borrower agreed to secure all of the Obligations by granting to the

Administrative Agent, for the benefit of the Secured Parties, a lien on substantially all of its assets

(subject to certain limitations set forth in the Loan Documents); and

WHEREAS, each Guarantor has agreed to guarantee the Obligations of the Borrower and the UK

Borrower and to secure the Obligations by granting to the Administrative Agent, for the benefit of the

Secured Parties, a lien on substantially all of its assets (subject, in each case, to certain limitations set

forth in the Loan Documents).

NOW, THEREFORE, the parties hereto hereby agree as follows:

SECTION 1.

DEFINITIONS

1.1Defined Terms. As used in this Agreement (including the recitals hereof), the terms

listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“2024 Incremental Term Loan”: has the meaning assigned to that term in the Seventh

Amendment.

“2024 Incremental Term Loan Commitment”: has the meaning assigned to that term in the

Seventh Amendment.

“2024 Incremental Term Loan Lender”: has the meaning assigned to that term in the Seventh

Amendment.

“2024 Refinancing Term Loan”: has the meaning assigned to that term in the Seventh

Amendment.

“2024 Refinancing Term Loan Commitment”: has the meaning assigned to that term in the

Seventh Amendment.

“2024 Refinancing Term Loan Lender”: has the meaning assigned to that term in the Seventh

Amendment.

“2024 Revolving Commitments”: as to any Lender, the obligations of such Lender to make

Revolving Loans and to participate in Letters of Credit issued for the account of the Borrower or the UK

Borrower, as applicable, hereunder in an aggregate principal or face amount at any one time outstanding

not to exceed the amount set forth opposite such Revolving Lender’s name on Schedule I to the Sixth

Amendment and made a part hereof, as the same may be reduced, increased or otherwise modified at any

time or from time to time pursuant to the terms hereof. The aggregate amount of the Revolving Lenders’

2024 Revolving Commitments (including the Revolving Commitment Increase, as defined in the Sixth

Amendment) on the Sixth Amendment Effective Date is $1,400,000,000.

“2024 Term Loan”: means, collectively, the 2024 Incremental Term Loans and the 2024

Refinancing Term Loans.

“2024 Term Loan Commitment”: means, collectively, the 2024 Incremental Term Loans and the

2024 Refinancing Term Loans. The aggregate amount of the 2024 Term Loan Commitments as of the

Seventh Amendment Effective Date is $1,700,000,000.00.

“2024 Term Loan Lender”: has the meaning assigned to that term in the Seventh Amendment.

“ABR”: the Alternate Base Rate, which is the highest of the prime rate as quoted in the Wall

Street Journal, the Federal Funds Rate plus 1/2 of 1.00% and a daily rate equal to one month Adjusted

Term SOFR Rate plus 1.00%, and subject to a floor of 1.00% per annum. For the avoidance of doubt, (i)

in the case of Initial Term Loans, if the ABR would otherwise be less than 1.751.00%, such rate shall be

deemed to be 1.751.00% and (ii) in the case of Revolving Loans, if the ABR would otherwise be less than

1.00%, such rate shall be deemed to be 1.00%.

“ABR Loans”: Loans the rate of interest applicable to which is based upon the ABR.

“Acceptable Price”: as defined in the definition of “Dutch Auction.”

“Accepting Lenders”: as defined in Section 2.28(a).

“Acquired Indebtedness”: with respect to any specified Person:

(a)Indebtedness of any other Person existing at the time such other Person is

merged, amalgamated or consolidated with or into or became a Restricted Subsidiary of such specified

Person whether or not such Indebtedness is Incurred in connection with, or in contemplation of, such

other Person merging, amalgamating or consolidating with or into, or becoming a Restricted Subsidiary of

such specified Person; and

(b)Indebtedness secured by a Lien encumbering any asset acquired by such

specified Person;

provided that any Indebtedness of such Person that is extinguished, redeemed, defeased, retired or

otherwise repaid at the time of or immediately upon consummation of the transaction pursuant to which

such other Person becomes a Subsidiary of the specified Person will not be Acquired Indebtedness.

“Acquisition”: as defined in the recitals hereto.

“Acquisition Agreement”: as defined in the recitals hereto.

“Acquisition Agreement Representations”: such of the representations and warranties made by or

on behalf of the Target in the Acquisition Agreement as are material to the interests of the Lenders, but

only to the extent that the Buyer has the right to terminate (taking into account any applicable cure

provisions) its obligations, or decline to consummate the Acquisition, under the Acquisition Agreement as

a result of a breach of such representations and warranties.

“Additional Lender”: at any time, any bank or other financial institution that agrees to provide

any portion of any (a) Revolving Commitment Increase, Additional/Replacement Revolving

Commitments or Incremental Term Loans pursuant to an Incremental Amendment in accordance with

Section 2.25 or (b) Permitted Credit Agreement Refinancing Debt pursuant to a Refinancing Amendment

in accordance with Section 2.26; provided that (i) the Administrative Agent and each Issuing Lender shall

have consented (not to be unreasonably withheld, conditioned or delayed) to such Additional Lender if

such consent would be required under Section 11.6(b) for an assignment of Loans or Revolving

Commitments, as applicable, to such Additional Lender, (ii) the Borrower shall have consented to such

Additional Lender, (iii) if such Additional Lender is an Affiliated Lender, such Additional Lender must

comply with the limitations and restrictions set forth in Section 11.6(b)(iv) and (iv) such Additional

Lender will become a party to this Agreement.

“Additional/Replacement Revolving Commitments”: as defined in Section 2.25(a).

“Adjusted Daily Simple RFR”: with respect to any RFR Revolving Borrowing denominated in

Sterling, an interest rate per annum equal to (a) the Daily Simple RFR for Sterling plus (b) 0.00%;

provided that if the Adjusted Daily Simple RFR Rate as so determined shall be less than 0.00%, such rate

shall be deemed to be 0.00% for the purposes of this Agreement.

“Adjusted EURIBOR Rate”: with respect to any Revolving Borrowing denominated in Euros for

any Interest Period, an interest rate per annum equal to (a) the EURIBOR Rate for such Interest Period

multiplied by (b) the Statutory Reserve Rate; provided that if the Adjusted EURIBOR Rate as so

determined shall be less than 0.00%, such rate shall be deemed to be 0.00% for the purposes of this

Agreement.

“Adjusted Term SOFR Rate”: for any Interest Period, an interest rate per annum equal to (a) the

Term SOFR Rate for such Interest Period, plus (b) (i) for one-month Interest Periods, 0.00%, (ii) for

three-month Interest Periods, 0.00% and (iii) for six-month Interest Periods, 0.00%; provided that if the

Adjusted Term SOFR Rate as so determined (I) in the case of Initial Term Loans, shall be less than

0.750.00%, such rate shall be deemed to be 0.750.00% for the purposes of this Agreement and (II) in the

case of Revolving Loans, shall be less than 0.00%, such rate shall be deemed to be 0.00% for the

purposes of this Agreement.

“Administrative Agent”: JPMorgan Chase Bank, N.A., as the administrative agent for the

Lenders this Agreement and the other Loan Documents, together with any of its successors in such

capacity.

“Affected Financial Institution”: (a) any EEA Financial Institution or (b) any UK Financial

Institution.

“Affiliate”: with respect to any specified Person, any other Person directly or indirectly

controlling or controlled by or under direct or indirect common control with such specified Person. For

purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”,

“controlled by” and “under common control with”), as used with respect to any Person, shall mean the

possession, directly or indirectly, of the power to direct or cause the direction of the management or

policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Affiliate Transaction” as defined in Section 7.6(a).

“Affiliated Lender”: any Debt Fund Affiliate or Non-Debt Fund Affiliate.

“Aggregate Exposure”: with respect to any Lender at any time, an amount equal to (a) until the

Closing Date, the aggregate Dollar Equivalent of the amount of such Lender’s Commitments at such time

and (b) thereafter, the sum of (i) the aggregate Dollar Equivalent of the then unpaid principal amount of

such Lender’s Term Loans and (ii) the amount of such Lender’s Revolving Commitment then in effect or,

if the Revolving Commitments have been terminated, the amount of such Lender’s Revolving Extensions

of Credit then outstanding.

“Aggregate Exposure Percentage”: with respect to any Lender at any time, the ratio (expressed as

a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all

Lenders at such time.

“Agreed Currency”: Dollars and each Alternative Currency.

“Agreement”: as defined in the preamble hereto.

“All-In Yield”: as to any Indebtedness, the yield thereof, whether in the form of interest rate,

margin, original issue discount, upfront fees, interest rate floors, or otherwise, in each case, incurred or

payable by the Borrower (or with respect to any Incremental Revolving Loans, the Borrower or the UK

Borrower, as applicable) generally to all the lenders of such Indebtedness; provided that upfront fees and

original issue discount shall be equated to interest rate based upon an assumed four year average life to

maturity on a straight-line basis (e.g. 100 basis points of original issue discount equals 25 basis points of

interest rate margin for a four year average life to maturity); provided, further, that “All-In Yield” shall

exclude any structuring, commitment, underwriting, ticking and arranger fees, other similar fees and, if

applicable, consent fees for an amendment (in each case regardless of whether any such fees are paid to or

shared in whole or in part with any lender) or other fees not paid generally to all lenders ratably in the

primary syndication of such Indebtedness.

“All Risks”: as defined in the recitals hereto.

“ALTA”: the American Land Title Association.

“Alternative Currency”: collectively, (a) with respect to any Alternative Currency Letter of

Credit, each of Euro, Sterling and Canadian Dollars and (b) with respect to any 2024 Revolving

Commitments each of Euro, Sterling, and any additional currencies determined after the Sixth

Amendment Effective Date by mutual agreement of the Borrower, the Revolving Lenders and the

Administrative Agent.

“Alternative Currency Letter of Credit”: a Letter of Credit denominated in an Alternative

Currency.

“Ancillary Document”: as defined in Section 11.10.

“Anti-Corruption Laws”: Laws relating to anti-bribery or anti-corruption, including Laws that

prohibit the corrupt payment, offer, promise, receipt, request or authorization of the payment or transfer

of anything of value (including gifts or entertainment), directly or indirectly, including the U.S. Foreign

Corrupt Practices Act of 1977, as amended, the UK Bribery Act of 2010, and any other Law that relates to

anti-bribery or anti-corruption.

“Applicable Discount”: as defined in the definition of “Dutch Auction.”

“Applicable Margin”: with respect to:

(a)any Revolving Loan, (i) initially, 2.25% per annum in the case of Term

Benchmark Loans or RFR Revolving Loans and 1.25% per annum in the case of ABR Loans and

(ii) from and after the first Business Day immediately following the delivery to the Administrative Agent

of a Compliance Certificate (pursuant to Section 6.2(c)), commencing with the first full fiscal quarter of

the Borrower ending after the Sixth Amendment Effective Date, wherein the Total First Lien Net

Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test

Period, is (A) greater than 4.25 to 1.00, 2.50% per annum in the case of Term Benchmark Loans or RFR

Revolving Loans and 1.50% per annum in the case of ABR Loans, (B) less than or equal to 4.25 to 1.00

but greater than 3.75 to 1.00, 2.25% per annum in the case of Term Benchmark Loans or RFR Revolving

Loans and 1.25% per annum in the case of ABR Loans, and (C) less than or equal to 3.75 to 1.00, 2.00%

per annum in the case of Term Benchmark Loans or RFR Revolving Loans and 1.00% per annum in the

case of ABR Loans;

(b)prior to the Fifth Amendment Effective Date, any Initial Term Loan, 3.00% per

annum in the case of Term Benchmark Loans and 2.00% per annum in the case of ABR Loans;

(c)from and after the Fifth Amendment Effective Date and prior to the Seventh

Amendment Effective Date, any Initial Term Loan, 2.75% per annum in the case of Term Benchmark

Loans and 1.75% per annum in the case of ABR Loans;

(d)from and after the Seventh Amendment Effective Date, the corporate family

rating from Moody’s (for purposes of the table, all ratings assume a stable or better outlook) set forth

below:

Pricing Grid for any Initial Term Loan
Rating	Applicable Margin for<br><br>ABR Loans	Applicable Margin for Term<br><br>Benchmark Loans
B1 or lower	1.25%	2.25%
Ba3 or better	1.00%	2.00%

(e)(d) any Incremental Term Loan, the Applicable Margin shall be as set forth in the

Incremental Amendment relating to the Incremental Term Commitment in respect of such Incremental

Term Loan;

(f)(e) any Other Term Loan or any Other Revolving Loan, the Applicable Margin

shall be as set forth in the Refinancing Amendment relating to such Loan; and

(g)(f) any Extended Term Loan or any Extended Revolving Loan, the Applicable

Margin shall be as set forth in the Loan Modification Agreement relating to such Loan.

Any increase or decrease in the Applicable Margin resulting from a change in the Total First Lien

Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a

Compliance Certificate is delivered pursuant to Section 6.2(c); provided that the pricing level as set forth

above in clause (a)(ii)(A) shall apply as of the first Business Day after the date on which a Compliance

Certificate was required to have been delivered but was not delivered, and shall continue to so apply to

and including the date on which such Compliance Certificate is so delivered (and thereafter the pricing

level otherwise determined in accordance with this definition shall apply).

In the event that any financial statements delivered pursuant to Section 6.1 or a Compliance

Certificate delivered pursuant to Section 6.2(c) are shown to be inaccurate at any time that this Agreement

is in effect and any Loans or Commitments are outstanding hereunder when such inaccuracy is discovered

and such inaccuracy, if corrected, would have led to a higher Applicable Margin for any period (an

“Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the

Borrower shall promptly (and in no event later than five (5) Business Days thereafter) deliver to the

Administrative Agent a correct Compliance Certificate for such Applicable Period, (ii) from and after the

date such corrected Compliance Certificate is delivered, the Applicable Margin shall be determined by

reference to the corrected Compliance Certificate (but in no event shall the Lenders owe any amounts to

the Borrower or the UK Borrower, as applicable) and (iii) the Borrower shall pay to the Administrative

Agent promptly (and in no event later than ten (10) Business Days after knowledge by the chief financial

officer or treasurer of the Borrower that such payment is due) any additional interest owing as a result of

such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied

by the Administrative Agent in accordance with the terms hereof. This paragraph will not limit the rights

of the Administrative Agent or the Lenders hereunder. Notwithstanding anything to the contrary in this

Agreement, any additional interest hereunder shall not be due and payable until such payment is due

pursuant to clause (iii) above and accordingly, any nonpayment of such interest as a result of any such

inaccuracy shall not constitute a Default (whether retroactively or otherwise), and no such amounts shall

be deemed overdue (and no amounts shall accrue interest at the default rate set forth in Section 2.14(c)),

at any time prior to the date that is ten (10) Business Days following such knowledge by the chief

financial officer or treasurer of the Borrower.

“Applicable Period” as defined in the definition of “Applicable Margin.”

“Applicable Requirements”: in respect of any Indebtedness, Indebtedness that satisfies the

following requirements:

(a)such Indebtedness (x) does not mature prior to the then Latest Maturity Date

applicable to outstanding Term Loans, does not have any greater scheduled amortization than that which

is applicable to the Term Loans and is not subject to mandatory redemption or prepayment (except, in

each case, (i) customary asset sale or change of control provisions or (ii) other mandatory redemptions

that are also made or offered, on a pro rata basis, to holders of outstanding Term Loans that are First Lien

Obligations) and (y) does not have a Weighted Average Life to Maturity shorter than the Weighted

Average Life to Maturity of any then outstanding Term Loans (without giving effect to any prepayments

that would otherwise modify the Weighted Average Life to Maturity of the Term Loans);

(b)if such Indebtedness is secured by the Collateral, a Senior Representative acting

on behalf of the holders of such Indebtedness has become, or is, party to an Intercreditor Agreement,

which results in such Senior Representative having rights to share in the Collateral on a pari passu or

junior basis, as applicable;

(c)to the extent such Indebtedness is secured, it is not secured by any property or

assets of any Loan Party or any other Restricted Subsidiary (other than the Collateral except for

exclusions with respect to cash collateral customary for pre-funded (and similar) letter of credit facilities,

as applicable) (it being agreed that such Indebtedness shall not be required to be secured by all of the

Collateral); provided that Indebtedness that may be Incurred by Non-Guarantor Subsidiaries pursuant to

Section 7.2 may be secured by assets of Non-Guarantor Subsidiaries;

(d)if such Indebtedness is Incurred by (i) any Non-Guarantor Subsidiary, such

Indebtedness shall not be guaranteed by any Loan Party and (ii) the Borrower or any Guarantor, such

Indebtedness shall not be guaranteed by any Person other than the Borrower or Guarantor; and

(e)the other terms and conditions of such Indebtedness (excluding pricing, fees, rate

floors, discounts, premiums, optional prepayment or optional redemption provisions and financial

covenants), if more restrictive on the Group Members, taken as a whole, than the terms of the Initial Term

Loans or the Revolving Commitments in existence as of the Closing Date, as applicable, are reasonably

satisfactory to the Administrative Agent, it being understood and agreed that the determination as to

whether such terms and conditions are more restrictive on the Group Members, taken as a whole, than the

terms of the Initial Term Loans or the Revolving Commitments in existence as of the Closing Date, as

applicable, shall exclude any terms and conditions which are (1) only applicable after the Latest Maturity

Date and/or (2) incorporated into this Agreement (or any other applicable Loan Document) pursuant to an

amendment executed by the Administrative Agent and the Borrower for the benefit of all existing Lenders

(to the extent applicable), it being understood and agreed that such amendment shall require no additional

consent;

provided that if an Officer’s Certificate signed on behalf of the Borrower delivered to the Administrative

Agent for posting to the Lenders at least five (5) Business Days (or a shorter period acceptable to the

Administrative Agent) prior to the Incurrence of such Indebtedness, together with a reasonably detailed

description of the material terms and conditions of such Indebtedness or drafts of the documentation

relating thereto, stating that the Borrower has determined in good faith that such terms and conditions

satisfy the requirements of this definition, and the Required Lenders shall not have notified the Borrower

and the Administrative Agent that they disagree with such determination within such five (5) Business

Day period (including a statement of the basis upon which each such Lender disagrees), then such

certificate shall be conclusive evidence that such terms and conditions satisfy the requirements of this

definition.

“Applicable Tax Laws” shall mean the Code and any other applicable Requirement of Law

relating to Taxes, as in effect from time to time.

“Application”: an application, in such form as the applicable Issuing Lender may specify from

time to time, requesting such Issuing Lender to issue a Letter of Credit.

“Approved Commercial Bank”: a commercial bank with a consolidated combined capital and

surplus of at least $5,000,000,000.

“Approved Electronic Communications”: as defined in Section 11.2.

“Approved Fund”: as defined in Section 11.6.

“Asset Sale”:

(1)the sale, conveyance, transfer or other disposition (whether in a single transaction or a

series of related transactions) of property or assets (including by way of a Sale Leaseback Transaction) of

the Borrower or any Restricted Subsidiary (each referred to in this definition as a “disposition”); or

(2)the issuance or sale of Equity Interests of any Restricted Subsidiary (other than, in each

case, (x) directors’ qualifying shares or shares or interests required to be held by non-U.S. nationals or

other third parties to the extent required by applicable law or (y) Preferred Stock or Disqualified Stock of

a Restricted Subsidiary issued in compliance with Section 7.2), other than by any Restricted Subsidiary to

the Borrower or another Restricted Subsidiary (whether in a single transaction or a series of related

transactions), in each case other than:

(a)a sale, exchange, transfer or other disposition of Cash Equivalents or Investment

Grade Securities or uneconomical, obsolete, damaged, unnecessary, surplus, unsuitable or worn outworn-

out equipment or any sale or disposition of property or assets in connection with scheduled turnarounds,

maintenance and equipment and facility updates or any disposition of inventory or goods (or other assets)

held for sale or no longer used in the ordinary course of business;

(b)the sale, conveyance, transfer or other disposition of all or substantially all of the

assets of the Borrower and its Restricted Subsidiaries (on a consolidated basis) in a manner pursuant to

Section 7.8;

(c)any Permitted Investment or Restricted Payment that is permitted to be made, and

is made, under Section 7.3;

(d)any disposition of assets of the Borrower or any Restricted Subsidiary, or the

issuance or sale of Equity Interests of any Restricted Subsidiary, with an aggregate Fair Market Value of

less than the greater of $51,000,000114,810,000 and 15.0% of TTM Consolidated EBITDA determined

on a Pro Forma Basis as of the most recently ended Test Period;

(e)(i) any transfer or disposition of property or assets by a Restricted Subsidiary to

the Borrower or (ii) by the Borrower or a Restricted Subsidiary to a Restricted Subsidiary;

(f)sales of assets received by the Borrower or any Restricted Subsidiary upon the

foreclosure on a Lien;

(g)any issuance or sale of Equity Interests in, or Indebtedness or other securities of,

an Unrestricted Subsidiary or any joint venture that is not a Subsidiary of the Borrower;

(h)the unwinding of any Hedging Obligations;

(i)the sale, lease, assignment, license or sublease of inventory, equipment, accounts

receivable, notes receivable or other current assets held for sale, lease, assignment, license or sublease in

the ordinary course of business or the conversion of accounts receivable into a notes receivable;

(j)the lease, assignment or sublease of any real or personal property in the ordinary

course of business and dispositions to landlords of improvements made to leased real property pursuant to

customary terms of leases;

(k)a sale of accounts receivable and related assets of the type specified in the

definition of “Receivables Financing” to a Receivables Subsidiary in a Qualified Receivables Financing

or in factoring or similar transactions;

(l)a transfer of accounts receivable and related assets of the type specified in the

definition of “Receivables Financing” (or a fractional undivided interest therein) by a Receivables

Subsidiary in a Qualified Receivables Financing;

(m)any financing transaction with respect to property owned, built or acquired by the

Borrower or any Restricted Subsidiary, including Sale Leaseback Transactions permitted under this

Agreement;

(n)any exchange of assets for assets (including a combination of assets and Cash

Equivalents) related to a Similar Business of comparable or greater market value or usefulness to the

business of the Borrower and the Restricted Subsidiaries, as a whole, as determined in good faith by the

Borrower;

(o)the grant of any license or sub-license of patents, trademarks, know-how and any

other intellectual property in the ordinary course of business or which do not materially interfere with the

ordinary conduct of the business of the Borrower or any Restricted Subsidiary;

(p)any sale or other disposition deemed to occur with creating, granting or

perfecting a Lien not otherwise prohibited by this Agreement or the Loan Documents;

(q)the surrender or waiver of contract rights or settlement, release or surrender of a

contract, tort or other litigation claim in the ordinary course of business;

(r)foreclosures, condemnations or any similar action on assets;

(s)sales of any non-core assets to obtain the approval of an anti-trust authority to a

Permitted Acquisition or other permitted Investment;

(t)sales, transfers and other dispositions of Investments in joint ventures (other than

Ryan Re) to the extent required by, or made pursuant to, customary buy/sell arrangements between the

joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(u)transfers of property pursuant to a Recovery Event;

(v)the lapse, abandonment or other disposition of intellectual property rights in the

ordinary course of business, which in the reasonable good faith determination of the Borrower are no

longer commercially reasonable to maintain or are not material to the conduct of the business of the

Borrower and the Restricted Subsidiaries taken as a whole;

(w)Permitted Reorganizations and IPO Reorganization Transactions;

(x)Forgiveness by the Borrower or a Restricted Subsidiary of a Forgivable Loan;

and

(y)forgiveness by the Borrower of any loan permitted pursuant to clause (10) of the

definition of “Permitted Investments” to the extent the proceeds of which have been used to purchase

Equity Interests of the Borrower (or any direct or indirect parent company thereof).

For purposes of determining compliance with Section 7.5, in the event that any disposition (or

any portion thereof) meets the criteria of more than one of the above categories or of the categories under

Section 7.5 (including in part of one category and in part of another category), the Borrower shall, in its

sole discretion, at the time of making such disposition, divide and/or classify such disposition (or any

portion thereof) in one or more of the above categories or in any category under Section 7.5 (including in

part in one category and in part in another category).

“Asset Sale Percentage”: on the date on which any of the Borrower’s Restricted Subsidiaries

receives the Net Cash Proceeds from any applicable Asset Sale, (a) 100% if the Total First Lien Net

Leverage Ratio for the most recently ended Test Period as of the applicable date of determination, on a

Pro Forma Basis (after giving effect to any such mandatory prepayment assuming a 100% Asset Sale

Percentage), is greater than 4.50:1.00, (b) 50% if the Total First Lien Net Leverage Ratio for the most

recently ended Test Period as of the applicable date of determination, on a Pro Forma Basis (after giving

effect to any such mandatory prepayment assuming a 50% Asset Sale Percentage), is greater than

4.00:1.00 but less than or equal to 4.50:1.00 and (c) 0% if the Total First Lien Net Leverage Ratio for the

most recently ended Test Period as of the applicable date of determination, on a Pro Forma Basis (after

giving effect to any such mandatory prepayment assuming a 0% Asset Sale Percentage), is less than or

equal to 4.00:1.00. For the avoidance of doubt, if, after giving effect to the parenthetical phrases in any of

the foregoing subclauses more than one of the preceding subclauses would be applicable, the subclause

with the lowest percentage should apply.

“Assignee”: as defined in Section 11.6(b)(i).

“Assignment and Assumption”: an Assignment and Assumption, substantially in the form of

Exhibit B, or such other form acceptable to the Administrative Agent.

“Auction Purchase”: a purchase of Loans or Commitments pursuant to a Dutch Auction (x) in the

case of a Permitted Auction Purchaser, in accordance with the provisions of Section 11.6(b)(iii) or (y) in

the case of an Affiliated Lender, in accordance with the provisions of Section 11.6(b)(iv).

“Available Amount”: at any time, the sum of:

(A)if positive, 50% of the Consolidated Net Income of the Borrower for the period

(taken as one accounting period) from October 1, 2020 to the end of the most

recently ended Test Period, plus

(B)100% of the aggregate net proceeds, including cash and the Fair Market Value of

assets other than cash, received by the Borrower after the Closing Date from

(1) the issue or sale of Equity Interests of the Borrower or (2) the issue or sale of

Equity Interests of any direct or indirect parent of the Borrower (in the case of

both (1) and (2) other than (without duplication) any Cure Amount, the Equity

Contribution, Refunding Capital Stock, Designated Preferred Stock, Cash

Contribution Amount, Excluded Contributions and Disqualified Stock), including

Equity Interests issued upon conversion of Indebtedness or upon exercise of

warrants or options (other than an issuance or sale to a Restricted Subsidiary or

an employee stock ownership plan or trust established by the Borrower or any of

its Subsidiaries), plus

preferred, on terms substantially the same (or better for the Borrower) as the

Existing Preferred Equity; provided that in no event shall preferred contributions

have a final scheduled maturity date or any required payment prior the Latest

Maturity Date) capital of the Borrower received in cash and the Fair Market

Value of property other than cash after the Closing Date (other than (without

duplication) any Cure Amount, the Equity Contribution, Excluded Contributions,

Refunding Capital Stock, Designated Preferred Stock and Disqualified Stock and

the Cash Contribution Amount), plus

(D)the principal amount of any Indebtedness, or the liquidation preference or

maximum fixed repurchase price, as the case may be, of any Disqualified Stock,

of the Borrower or any Restricted Subsidiary thereof issued after the Closing

Date (other than any Indebtedness or Disqualified Stock issued to the Borrower

or any Restricted Subsidiary) that has been converted into or exchanged for

Equity Interests in the Borrower or any direct or indirect parent of the Borrower

(other than Disqualified Stock), plus

(E)100% of the aggregate amount received by the Borrower or any Restricted

Subsidiary in cash and the Fair Market Value of property other than cash

received by the Borrower or any Restricted Subsidiary from:

(I)the sale or other disposition (other than to the Borrower or a Restricted

Subsidiary) of Investments made by the Borrower and the Restricted

Subsidiaries after the Closing Date the permissibility of which was

contingent upon the utilization of the Available Amount and from

repurchases and redemptions of such Investments from the Borrower and

the Restricted Subsidiaries by any Person (other than the Borrower or

any of its Subsidiaries) and from repayments of loans or advances which

constituted Investments (other than, in the case of Investments made

pursuant to clause (32) of the definition of “Permitted Investments” or

Section 7.3(b)(x), the amount classified as being utilized under such

clauses),

(II)the sale (other than to the Borrower or a Restricted Subsidiary) of the

Capital Stock of an Unrestricted Subsidiary of the Borrower, or

(III)any distribution or dividend from any Unrestricted Subsidiary of the

Borrower (to the extent such distributions or dividend is not already

included in the calculation of Consolidated Net Income); plus

(F)in the event any Unrestricted Subsidiary of the Borrower has been redesignated

as a Restricted Subsidiary or has been merged or consolidated with or into, or

transfers or conveys its assets to, or is liquidated into, the Borrower or a

Restricted Subsidiary, in each case after the Closing Date, the Fair Market Value

of the Investment of the Borrower in such Unrestricted Subsidiary at the time of

such redesignation, combination or transfer (or of the assets transferred or

conveyed, as applicable), after deducting any Indebtedness associated with such

Unrestricted Subsidiary so designated or combined or any Indebtedness

associated with the assets so transferred or conveyed (other than in each case to

the extent that the designation of such Subsidiary as an Unrestricted Subsidiary

was made pursuant to clause (31) of the definition of “Permitted Investments” or

Section 7.3(b)(x)); plus

(G)an amount equal to any returns in Cash Equivalents (including dividends,

interest, distributions, returns of principal, profits on sale, repayments, income

and similar amounts) actually received by the Borrower or any Restricted

Subsidiary in respect of Investments made pursuant to clause (3) of the definition

of “Permitted Investments”; plus

(H)the greater of $100,000,000382,700,000 and 30.050.0% of TTM Consolidated

EBITDA determined on a Pro Forma Basis as of the most recently ended Test

Period.

minus, the sum of:

(A)the amount of Restricted Payments made after the Closing Date pursuant to

Section 7.3(b)(iii);

(B)the amount of any Investments made after the Closing Date pursuant to clause (3)

of the definition of “Permitted Investments”; and

(C)the amount of prepayments of Junior Indebtedness made after the Closing Date

pursuant to Section 7.3(d)(ii).

“Available Revolving Commitment”: as to any Revolving Lender at any time, an amount equal

to the excess, if any, of (a) such Lender’s Revolving Commitment then in effect over (b) the aggregate

Outstanding Amount of such Lender’s Revolving Extensions of Credit at such time.

“Available Tenor”: as of any date of determination and with respect to the then-current

Benchmark for any Agreed Currency, as applicable, any tenor for such Benchmark (or component

thereof) or payment period for interest calculated with reference to such Benchmark (or component

thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term

rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to

this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such

Benchmark that is then-removed pursuant to the terms of this Agreement.

“Bail-In Action”: the exercise of any Write-Down and Conversion Powers by the applicable

Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation”: (a) with respect to any EEA Member Country implementing Article 55 of

Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the

implementing law, regulation, rule or requirement for such EEA Member Country from time to time

which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom,

Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law,

regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks,

investment firms or other financial institutions or their affiliates (other than through liquidation,

administration or other insolvency proceedings).

“Bankruptcy Code”: Title 11 of the United States Code entitled “Bankruptcy”, as now and

hereinafter in effect, or any successor statute.

“Basel III”: the Basel Committee on Banking Supervision’s (the “Committee”) revised rules

relating to capital requirements set out in “Basel III: A global regulatory framework for more resilient

banks and banking systems”, “Guidance for national authorities operating the countercyclical capital

buffer” and “Basel III: International framework for liquidity risk measurement, standards and

monitoring” published by the Committee in December 2010, “Revisions to the Basel II market risk

framework” published by the Committee in February 2011, the rules for global systemically important

banks contained in “Global systemically important banks: assessment methodology and the additional

loss absorbency requirement – Rules text” published by the Committee in November 2011, as amended,

supplemented or restated, and any further guidance or standards published by the Committee in

connection with these rules.

“Benchmark”: initially, with respect to any (i) RFR Revolving Loan, the Adjusted Daily Simple

RFR or (ii) Term Benchmark Loan, the Relevant Rate for such Agreed Currency; provided that, in each

case, if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with

respect to the applicable Relevant Rate or the then-current Benchmark for such Agreed Currency, then

“Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark

Replacement has replaced such prior benchmark rate.

“Benchmark Replacement”: the sum of: (a) the alternate benchmark rate (which may be Daily

Simple SOFR) that has been selected by the Administrative Agent and the Borrower giving due

consideration to (i) any selection or recommendation of a replacement rate or the mechanism for

determining such a rate by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing

market convention for determining a rate of interest as a replacement to the Adjusted Term SOFR Rate

for U.S. dollar-denominated syndicated credit facilities and (b) the Benchmark Replacement Adjustment;

provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark

Replacement will be deemed to be zero for the purposes of this Agreement; provided, further, that any

such Benchmark Replacement shall be administratively feasible as determined by the Administrative

Agent in its sole discretion.

“Benchmark Replacement Adjustment”: the spread adjustment, or method for calculating or

determining such spread adjustment, (which may be a positive or negative value or zero), if any, that has

been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection

or recommendation of a spread adjustment, or method for calculating or determining such spread

adjustment, for the replacement of the Adjusted Term SOFR Rate with the applicable Unadjusted

Benchmark Replacement by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing

market convention for determining a spread adjustment, or method for calculating or determining such

spread adjustment, for the replacement of the Adjusted Term SOFR Rate with the applicable Unadjusted

Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time (for the

avoidance of doubt, such Benchmark Replacement Adjustment shall not be in the form of a reduction to

the Applicable Margin).

“Benchmark Replacement Conforming Changes”: with respect to any Benchmark Replacement,

any technical, administrative or operational changes (including changes to the definition of “ABR,” the

definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition

of “RFR Business Day,” the definition of “Interest Period,” timing and frequency of determining rates

and making payments of interest and other administrative matters) that the Administrative Agent and the

Borrower decide may be appropriate to reflect the adoption and implementation of such Benchmark

Replacement and to permit the administration thereof by the Administrative Agent in a manner

substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any

portion of such market practice is not administratively feasible or if the Administrative Agent determines

that no market practice for the administration of the Benchmark Replacement exists, in such other manner

of administration as the Administrative Agent and the Borrower decide is reasonably necessary in

connection with the administration of this Agreement).

“Benchmark Replacement Date”: the earlier to occur of the following events with respect to the

Adjusted Term SOFR Rate:

(1)in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the

later of (a) the date of the public statement or publication of information referenced therein and (b) the

date on which the SOFR Administrator permanently or indefinitely ceases to provide the SOFR; or

(2)in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of

the public statement or publication of information referenced therein.

“Benchmark Transition Event”: the occurrence of one or more of the following events with

respect to the then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of

such Benchmark announcing that the administrator of such Benchmark has ceased or will cease to

provide such Benchmark, permanently or indefinitely; provided that, at the time of such statement or

publication, there is no successor administrator that will continue to provide such Benchmark;

(2) a public statement or publication of information by the regulatory supervisor for the

SOFR Administrator, the U.S. Federal Reserve System, the central bank for the Agreed Currency

applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such

Benchmark, a resolution authority with jurisdiction over the administrator such Benchmark or a court or

an entity with similar insolvency or resolution authority over the administrator for such Benchmark in

each case which states that the administrator for such Benchmark has ceased or will cease to provide such

Benchmark permanently or indefinitely; provided that, at the time of such statement or publication, there

is no successor administrator that will continue to provide such Benchmark; and/or

(3) a public statement or publication of information by the regulatory supervisor for the

administrator of such Benchmark announcing that such Benchmark is no longer representative.

“Benchmark Transition Start Date”: in the case of a Benchmark Transition Event, the earlier of (i)

the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public

statement or publication of information of a prospective event, the 90th day prior to the expected date of

such event as of such public statement or publication of information (or if the expected date of such

prospective event is fewer than ninety (90) days after such statement or publication, the date of such

statement or publication) and consented to in writing by the Borrower (not to be unreasonably withheld,

delayed or conditioned) and by notice to the Administrative Agent and the Lenders.

“Benchmark Unavailability Period”: if a Benchmark Transition Event and its related Benchmark

Replacement Date have occurred with respect to the Adjusted Term SOFR Rate and solely to the extent

that the Adjusted Term SOFR Rate has not been replaced with a Benchmark Replacement, the period (x)

beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no

Benchmark Replacement has replaced the Adjusted Term SOFR Rate for all purposes hereunder in

accordance with Section 2.16 and (y) ending at the time that a Benchmark Replacement has replaced the

Adjusted Term SOFR Rate for all purposes hereunder pursuant to Section 2.16.

“Beneficial Ownership Certification”: a certification regarding beneficial ownership as required

by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation”: 31 C.F. R. § 1010.230.

“Benefit Plan”: any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to

Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person

whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA

or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Benefited Lender”: as defined in Section 11.8(a).

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and

interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Board”: the Board of Governors of the Federal Reserve System of the United States (or any

successor).

“Board of Directors”: as to any Person, the board of directors or managers, sole member,

managing member or other governing body, as applicable, of such Person (or, if such Person is a

partnership, the board of directors or other governing body of the general partner of such Person) or any

duly authorized committee thereof.

“Borrower”: as defined in the preamble hereto.

“Borrower DTTP Filing”: a HMRC Form DTTP2 duly completed and filed by the UK Borrower,

which (a) where it relates to a Recipient that is a Lender on the Sixth Amendment Effective Date, contains

the scheme reference number and jurisdiction of tax residence as indicated to the Administrative Agent

and the UK Borrower in accordance with Section 2.19 and is filed with HMRC within thirty (30) days of

the date of the Sixth Amendment Effective Date or (b) where it relates to a Recipient that is not a Lender

on the date of the Sixth Amendment Effective Date, contains the scheme reference number and

jurisdiction of tax residence stated in respect of that Recipient in the Assignment and Assumption

pursuant to which it becomes a Lender, and is filed with HMRC within thirty (30) days of the date of the

Assignment and Assumption.

“Borrowing”: a Revolving Borrowing or a Term Borrowing, as the context may require.

“Borrowing Date”: any Business Day specified by the Borrower or the UK Borrower, as

applicable, as a date on which such Borrower requests the relevant Lenders to make Loans hereunder.

“Borrowing Minimum”: $1,000,000.

“Borrowing Multiple”: $100,000.

“Borrowing Request”: a certificate duly executed by a Responsible Officer of the Borrower or

the UK Borrower, as applicable, substantially in the form of Exhibit H.

“Business”: as defined in Section 4.14(b).

“Business Day”: a day other than a Saturday, Sunday or other day on which commercial banks in

New York City or, with respect to the UK Borrower, London, are authorized or required by law to close;

provided that, in addition to the foregoing, a Business Day shall be (a) in relation to Loans denominated

in Euros and in relation to the calculation or computation of EURIBOR, any day which is a TARGET

Day and (b) in relation to RFR Revolving Loans and any interest rate settings, fundings, disbursements,

settlements or payments of any such RFR Revolving Loan, or any other dealings in the applicable Agreed

Currency of such RFR Revolving Loan, any such day that is only a RFR Business Day.

“Buyer”: as defined in the recitals hereto.

“Calculation Date”: (i) with respect to Section 7.1 and the determination of “Applicable Margin”,

“Commitment Fee Rate” and “ECF Percentage”, the last day of the applicable Test Period and

(ii) otherwise, the applicable date with respect to which the Fixed ChargeInterest Coverage Ratio, Total

First Lien Net Leverage Ratio, Total Secured Net Leverage Ratio or Total Net Leverage Ratio is tested.

“Canadian Dollars” or “C$”: lawful currency of Canada.

“Cancellation” or “Cancelled”: the cancellation, termination and forgiveness by Permitted

Auction Purchaser of all Loans, Commitments and related Obligations acquired in connection with an

Auction Purchase or other acquisition of Term Loans, which cancellation shall be consummated as

described in Section 11.6(b)(iii)(C) and the definition of “Eligible Assignee.”

“Capital Expenditures”: for any period, with respect to any Person, the aggregate of all

expenditures, including payments of Contractual Obligations, by such Person or any Restricted Subsidiary

thereof during such period for the acquisition or leasing (pursuant to a capital lease) of fixed or capital

assets or additions to equipment (including replacements, capitalized repairs and improvements during

such period), or software expenditures that, in conformity with GAAP, are required to be or may be

included as “capital expenditures” in the consolidated statement of cash flows provided pursuant to

Section 6.1.

“Capital Stock”: (1) in the case of a corporation, corporate stock or share capital; (2) in the case

of an association or business entity, any and all shares, interests, participations, rights or other equivalents

(however designated) of corporate stock; (3) in the case of an exempted company, shares; (4) in the case

of a partnership or limited liability company, partnership or membership interests (whether general or

limited); (5) in the case of a limited liability company incorporated under the laws of England and Wales,

shares and (6) any other interest or participation that confers on a Person the right to receive a share of the

profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligations”: at the time any determination thereof is to be made, the amount

of the liability in respect of a capital lease that would at such time be required to be capitalized and

reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Captive Insurance Subsidiary”: any direct or indirect Subsidiary of the Borrower that bears

financial risk or exposure relating to insurance or reinsurance activities and any segregated accounts

associated with any such Person.

“Cash-Capped Incremental Amount”: an amount equal to the greater of

$300,000,000765,400,000 and 100% of TTM Consolidated EBITDA determined on a Pro Forma Basis as

of the most recently ended Test Period less the aggregate principal amount of Indebtedness previously

Incurred under Section 2.25(a)(i)(z) or Section 7.2(b)(vi)(z) (or Section 7.2(b)(xvi) in respect of amounts

previously incurred under Section 7.2(b)(vi)(z)).

“Cash-Capped Incremental Facility”: as defined in Section 2.25(a)(i).

“Cash Collateral”: as defined in the definition of “Collateralize.”

“Cash Collateral Account”: a blocked, non-interest bearing deposit account of one or more of the

Loan Parties at JPMorgan Chase Bank, N.A. or another commercial bank in the name of the

Administrative Agent and under the sole dominion and control of the Administrative Agent, and

otherwise established in a manner satisfactory to the Administrative Agent.

“Cash Collateralize”: as defined in Section 3.2(b).

“Cash Contribution Amount”: the aggregate amount of cash contributions made to the capital of

the Borrower or any Restricted Subsidiary described in the definition of “Contribution Indebtedness.”

“Cash Equivalents”:

(1)Dollars, Canadian Dollars, Sterling, Euros, the national currency of any participating

member state of the European Union and other local currencies held by the Borrower and the Restricted

Subsidiaries from time to time in the ordinary course of business in connection with any business

conducted by such Person in such jurisdiction;

(2)securities issued or directly and fully guaranteed or insured by the government of the

United States, Canada, any country that is a member of the European Union, Switzerland or the United

Kingdom or any agency or instrumentality thereof in each case with maturities not exceeding two years

from the date of acquisition;

(3)certificates of deposit, time deposits and eurodollar time deposits with maturities of one

year or less from the date of acquisition, bankers’ acceptances, in each case with maturities not exceeding

one year, and overnight bank deposits, in each case with any commercial bank having capital and surplus

in excess of $250,000,000, in the case of U.S. banks, and $100,000,000 (or the foreign currency

equivalent thereof), in the case of non-U.S. banks, and whose long-term debt is rated with an Investment

Grade Rating by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized

ratings agency);

(4)repurchase obligations for underlying securities of the types described in clauses (2) and

(3) above entered into with any financial institution meeting the qualifications specified in clause (3)

above;

(5)commercial paper issued by a corporation (other than an Affiliate of the Borrower) rated

at least “P-1/A-1” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of

another internationally recognized ratings agency) and in each case maturing within one year after the

date of acquisition;

(6)readily marketable direct obligations issued by any state or commonwealth of the United

States of America, Canada, any country that is a member of the European Union, the United Kingdom or

Switzerland or any political subdivision of the foregoing having one of the two highest rating categories

obtainable from either Moody’s or S&P (or reasonably equivalent ratings of another internationally

recognized ratings agency) in each case with maturities not exceeding two years from the date of

acquisition;

(7)Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from

S&P or “A-2” or higher from Moody’s in each case with maturities not exceeding two years from the date

of acquisition;

(8)[reserved];

(9)investment funds investing at least 95% of their assets in securities of the types described

in clauses (1) through (7) above; and

(10)instruments equivalent to those referred to in clauses (1) through (7) above denominated

in Canadian dollars, pound sterling or euro or any other currency comparable in credit quality and tenor to

those referred to above and customarily used by corporations for cash management purposes in any

jurisdiction outside the United States to the extent reasonably required in connection with (a) any business

conducted by any Restricted Subsidiary organized in such jurisdiction or (b) any Investment in the

jurisdiction where such Investment is made.

“Cash Management Agreement”: any agreement to provide Cash Management Services.

“Cash Management Obligations”: all obligations, including guarantees thereof, of any Group

Member to a Cash Management Provider that has appointed in writing the Administrative Agent as its

collateral agent in a manner reasonably acceptable to the Administrative Agent and has agreed in writing

with the Administrative Agent that it is providing Cash Management Services to one or more Group

Members arising from transactions in the ordinary course of business of any Group Member, to the extent

such obligations are primary obligations of a Loan Party or are guaranteed by a Loan Party.

“Cash Management Provider”: any Person that, as of the Closing Date or as of the date it enters

into any Cash Management Agreement, is the Administrative Agent, a Joint Lead Arranger, a Lender or

an Affiliate of the Administrative Agent or a Lender, in its capacity as a counterparty to such Cash

Management Agreement, in each case, whether or not such Person subsequently ceased to be the

Administrative Agent, a Joint Lead Arranger, a Lender or an Affiliate of the Administrative Agent or a

Lender.

“Cash Management Services”: any cash management facilities or services, including (i) treasury,

depositary and overdraft services, automated clearinghouse transfer of funds, (ii) foreign exchange,

netting and currency management services and (iii) purchase cards, credit or debit cards, credit card

processing, electronic funds transfer, automated clearinghouse arrangements or similar services.

“CFC”: a “controlled foreign corporation” within the meaning of Section 957(a) of the Code.

“CFC Holdco”: any Subsidiary that has no material assets other than Capital Stock (or Capital

Stock and Indebtedness) of one or more direct or indirect Foreign Subsidiaries that are CFCs.

“Change in Law”: the occurrence, after the Closing Date, of any of the following: (a) the

adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation

or treaty or in the administration, interpretation, implementation or application thereof by any

Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive

(whether or not having the force of law) by any Governmental Authority; provided that, for the avoidance

of doubt, (x) the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act, the European

Capital Requirements Directive IV and in each case all requests, rules, guidelines or directives thereunder

or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the

Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or

similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III,

shall in each case be deemed to be a “Change in Law”, in each case solely to the extent adopted, issued,

promulgated or implemented after the Closing Date and otherwise satisfying the requirements of clauses

(a), (b) and (c) above.

“Change of Control”: shall be deemed to occur if:

(a) at any time prior to a Public Offering, any combination of Permitted Holders shall fail to own

beneficially (within the meaning of Rules 13d-3 and 13d-5 of the Exchange Act as in effect on the

Closing Date), directly or indirectly, the total voting power of the Voting Stock of the Borrower, or any

direct or indirect parent of the Borrower that holds directly or indirectly an amount of Voting Stock of the

Borrower such that the Borrower is a Subsidiary of such holding company representing at least 50.0% in

the aggregate;

(b) at any time after a Public Offering, (i) the Borrower becomes aware (by way of a report or any

other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the

acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the

Exchange Act, or any successor provision), including any group acting for the purpose of acquiring,

holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other

than any of the Permitted Holders, in a single transaction or in a related series of transactions, by way of

merger, consolidation or other business combination or purchase of beneficial ownership (within the

meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 35% of the

total voting power of the Voting Stock of the Borrower, or any direct or indirect parent of the Borrower

that holds directly or indirectly an amount of Voting Stock of the Borrower such that the Borrower is a

Subsidiary of such holding company and (ii) such Person or “group” shall own a greater percentage of the

total voting power of the Voting Stock of the Borrower, or any direct or indirect parent of the Borrower

that holds directly or indirectly an amount of Voting Stock of the Borrower, than the Permitted Holders;

Indebtedness of any Group Member incurred pursuant to Section 7.2(a), 7.2(b)(iv), 7.2(b)(v), 7.2(b)(vi),

or 7.2(b)(xxii) or any Refinancing Indebtedness in respect of the foregoing, in each case the outstanding

principal amount of which exceeds, in the aggregate at the time of determination, the greater of

$75,000,000 and 22.0% of Consolidated EBITDA on a Pro Forma Basis for the most recently ended Test

PeriodThreshold Amount.

“Class”: (a) with respect to Commitments or Loans, those of such Commitments or Loans that

have the same terms and conditions and (b) with respect to Lenders, those of such Lenders that have

Commitments or Loans of a particular Class.

“Closing Date”: September 1, 2020.

“CME Term SOFR Administrator” CME Group Benchmark Administration Limited as

administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor

administrator).

“Co-Syndication Agents”: collectively, Royal Bank of Canada, Capital One, N.A., and UBS

Securities LLC.

“Code”: the Internal Revenue Code of 1986, as amended.

“Collateral”: all of the assets and property of the Loan Parties (other than the UK Borrower) and

any other Person, now owned or hereafter acquired, whether real, personal or mixed, upon which a Lien is

purported to be created by any Security Document; provided, however, that the Collateral shall not

include any Excluded Assets.

“Collateralize”: to (i) pledge and deposit with or deliver to the Administrative Agent, for the

benefit of the Issuing Lenders and the Revolving Lenders, as collateral for the L/C Obligations, cash or

deposit account balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably

satisfactory to the Administrative Agent or (ii) issue back to back letters of credit for the benefit of the

Issuing Lenders in a form and substance reasonably satisfactory to the Administrative Agent, in each

case, in an amount equal to 102% of the outstanding L/C Obligations.

“Commitment”: as to any Lender, the sum of the Term Commitment and the Revolving

Commitment of such Lender.

“Commitment Fee”: as defined in Section 2.8(a).

“Commitment Fee Rate”: initially, 0.50% per annum, and from and after the first Business Day

immediately following the delivery to the Administrative Agent of a Compliance Certificate (pursuant to

Section 6.2(c)), commencing with the Compliance Certificate delivered in respect of the first full fiscal

quarter of the Borrower ending after the Closing Date, wherein the Total First Lien Net Leverage Ratio

determined on a Pro Forma Basis as of the most recent Test Period, is (x) less than or equal to 4.25 to

1.00 but greater than 3.75 to 1.00, 0.375% per annum, (y) less than or equal to 3.75 to 1.00, 0.25% per

annum and (z) otherwise, 0.50% per annum.

“Commodity Exchange Act”: the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended

from time to time, and any successor statute.

“Commonly Controlled Entity”: an entity, whether or not incorporated, that is under common

control with any Loan Party within the meaning of Section 4001 of ERISA or is part of a group that

includes any Loan Party and that is treated as a single employer under Section 414 of the Code.

“Company”: as defined in the recitals hereto.

“Compliance Certificate”: a certificate duly executed by a Responsible Officer of the Borrower

substantially in the form of Exhibit C.

“Compounded SOFR”: the compounded average of SOFRs for the applicable Corresponding

Tenor, with the rate, or methodology for this rate, and conventions for this rate (which may include

compounding in arrears with a lookback and/or suspension period as a mechanism to determine the

interest amount payable prior to the end of each Interest Period) being established by the Administrative

Agent in accordance with:

(1) the rate, or methodology for this rate, and conventions for this rate selected or

recommended by the Relevant Governmental Body for determining compounded SOFR; provided that:

(2) if, and to the extent that, the Administrative Agent determines that Compounded

SOFR cannot be determined in accordance with clause (1) above, then the rate, or methodology for this

rate, and conventions for this rate that the Administrative Agent determines in its reasonable discretion,

with the consent of the Borrower (which consent shall not be unreasonably withheld, delayed or

conditioned), are substantially consistent with any evolving or then-prevailing market convention for

determining compounded SOFR for U.S. dollar-denominated syndicated credit facilities at such time;

provided, further, that if the Administrative Agent decides that any such rate, methodology or convention

determined in accordance with clause (1) or clause (2) is not administratively feasible for the

Administrative Agent, then Compounded SOFR will be deemed unable to be determined for purposes of

the definition of “Benchmark Replacement.”

“Consolidated Current Assets”: at any date, all amounts (other than Cash Equivalents, amounts

related to assets held for sale, loans (permitted) to third parties, deferred bank fees, deferred tax assets and

excluding the effects of adjustments pursuant to GAAP resulting from the application of recapitalization

accounting or purchase accounting, as the case may be, in relation to the Transactions or any

consummated acquisition) that would, in conformity with GAAP, be set forth opposite the caption “total

current assets” (or any like caption) on a consolidated balance sheet at such date.

“Consolidated Current Liabilities”: at any date, all amounts that would, in conformity with

GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated

balance sheet of the Borrower and the Restricted Subsidiaries at such date, but excluding (a) the current

portion of any Funded Debt of the Borrower and the Restricted Subsidiaries, (b) without duplication of

clause (a) above, all Indebtedness consisting of Loans to the extent otherwise included therein, (c) the

current portion of interest, (d) the current portion of Capitalized Lease Obligations and (e) liabilities in

respect of unpaid earn-outs, deferred tax assets, unearned revenue and, furthermore, excluding the effects

of adjustments pursuant to GAAP resulting from the application of recapitalization accounting or

purchase accounting, as the case may be, in relation to the Transactions or any consummated acquisition.

“Consolidated EBITDA”: the Consolidated Net Income of the Borrower and the Restricted

Subsidiaries for such period:

(1)increased (without duplication) by:

(a)provision for Taxes based on income or profits or capital (or Taxes based on

revenue in lieu of Taxes based on income or profits or capital), including federal, foreign, state, local,

franchise, unitary, property, excise, value added and similar Taxes and foreign withholding Taxes of such

Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net

Income and payroll taxes related to stock compensation costs, including (i) an amount equal to the

amount of distributions actually made to the holders of Capital Stock of such Person or any direct or

indirect parent of such Person in respect of such period in accordance with Section 7.3(b)(xii), which shall

be included as though such amounts had been paid as income Taxes directly by such Person and

(ii) penalties and interest related to such taxes or arising from any tax examinations; plus

(b)consolidated Fixed Charges for such period (including (x) bank fees and (y) costs

of surety bonds in connection with financing activities and surety bonds outstanding, in each case, to the

extent included in Fixed Charges), together with items excluded from the definition of “Consolidated

Interest Expense” pursuant to clauses (1)(b)(i) through (1)(b)(ix) thereof, in each case, to the extent the

same was deducted (and not added back) in calculating such Consolidated Net Income; plus

(c)Consolidated Non-Cash Charges for such period to the extent such non-cash

charges were deducted (and not added back) in computing Consolidated Net Income; plus

(d)any expenses (including legal and professional expenses) or charges (other than

depreciation or amortization expense) related to any Equity Offering, Investment, acquisition, disposition,

dividend, distribution, return of capital, recapitalization or the Incurrence of Indebtedness, including a

refinancing thereof, and any amendment or modification to the terms of any such transaction (in each

case, (i) including any such transactions consummated prior to the Closing Date, (ii) whether or not such

transaction is undertaken but not completed, (iii) whether or not such transaction is permitted by this

Agreement and (iv) including any such transaction incurred by any direct or indirect parent company of

the Borrower), including such fees, expenses or charges related to the Transactions, in each case,

deducted (and not added back) in computing Consolidated Net Income; plus

(e)the amount of any restructuring charges, accruals or reserves and business

optimization expense deducted (and not added back) in such period in computing Consolidated Net

Income, including any such costs Incurred in connection with acquisitions before or after the Closing

Date (including entry into new market/channels and new service or product offerings) and costs related to

the closure, reconfiguration and/or consolidation of facilities and costs to relocate employees, integration

and transaction costs, retention charges, severance (including, for the avoidance of doubt, any costs and

expenses relating to the repurchasing or extinguishing of any equity interests, or equity-like interests, held

by severed Persons), contract termination costs, recruiting and signing bonuses and expenses, future lease

commitments, systems establishment costs, conversion costs and excess pension charges and consulting

fees, expenses attributable to the implementation of costs savings initiatives, costs associated with tax

projects/audits and costs consisting of professional consulting or other fees relating to any of the

foregoing; plus

(f)the Borrower’s ratable portion of Consolidated EBITDA attributable to Ryan Re;

plus

(g)the amount of any minority interest expense consisting of Subsidiary income

attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary of the

Borrower deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(h)the amount of directors’ fees and expenses, in each case, to the extent deducted

(and not added back) in computing Consolidated Net Income; plus

(i)the “run rate” expected cost savings, operating expense reductions, other

operating improvements and initiatives, restructuring charges and expenses and synergies that are

expected in good faith to be realized as a result of actions with respect to which substantial steps have

been, will be, or are expected in good faith to be, taken within 24 months after the date of any acquisition,

disposition, divestiture, restructuring, other operational changes or the implementation of a cost savings or

other similar initiative, as applicable (calculated on a pro forma basis as though such cost savings,

operating expense reductions, other operating improvements and initiatives, restructuring charges and

expenses and synergies had been realized on the first day of such period as if such cost savings, operating

expense reductions, other operating improvements and initiatives, restructuring charges and expenses and

synergies were realized during the entirety of such period), net of the amount of actual benefits realized

during such period from such actions; provided that (A) such actions or substantial steps have been, will

be, or are expected in good faith to be, taken within 24 months after (x) if such cost savings, expense

reductions, charge, expense, acquisition, divestiture, restructuring or initiative is initiated on or prior to

the Closing Date, the Closing Date or (y) if such cost savings, expense reductions, charge, expense,

acquisition, divestiture, restructuring, other operational changes or initiative is initiated after the Closing

Date, the date on which such cost savings, expense reductions, charge, expense, acquisition, divestiture,

restructuring, other operational changes or initiative is initiated and (B) no cost savings, operating

expense reductions, restructuring charges and expenses or synergies shall be added pursuant to this

defined term to the extent duplicative of any expenses or charges otherwise added to Consolidated

EBITDA, whether through a pro forma adjustment or otherwise, for such period (which adjustments may

be incremental to pro forma adjustments made pursuant to the definition of “Fixed ChargeInterest

Coverage Ratio”); plus

(j)the “run rate” expected cost savings, operating expense reductions, other

operating improvements and initiatives, restructuring charges and expenses and synergies related to the

Transactions projected by the Borrower in good faith to result from actions with respect to which

substantial steps have been, will be, or are expected to be, taken (in the good faith determination of the

Borrower) within 24 months after the Closing Date, calculated on a pro forma basis as though such cost

savings, operating expense reductions, other operating improvements and initiatives, restructuring charges

and expenses and synergies had been realized on the first day of such period as if such cost savings,

operating expense reductions, restructuring charges and expenses and synergies were realized during the

entirety of such period, net of the amount of actual benefits realized during such period from such actions

and which adjustments may be incremental to pro forma adjustments made pursuant to the definition of

“Fixed ChargeInterest Coverage Ratio”; plus

(k)the amount of loss or discount on sale of receivables and related assets to the

Receivables Subsidiary in connection with a Receivables Financing, to the extent deducted (and not

added back) in computing Consolidated Net Income; plus

(l)any costs or expenses incurred pursuant to any management equity plan or stock

option plan or any other management or employee benefit plan or agreement or any stock subscription or

shareholder agreement or any accelerated vesting of awards in anticipation of the Transactions, to the

extent that such costs or expenses are funded with cash proceeds contributed to the capital of the

Borrower or net cash proceeds of an issuance of Equity Interest of the Borrower (other than Disqualified

Stock) solely to the extent that such net cash proceeds are excluded from the calculation of the Available

Amount to the extent deducted (and not added back) in computing Consolidated Net Income; plus

(m)[Reserved.];

(n)the Tax effect of any items excluded from the calculation of Consolidated Net

Income pursuant to clauses (1), (3), (4), (7), (8) and (17) of the definition thereof; plus

(o)[Reserved.]; plus

(p)all charges attributable to, and payments of, legal settlements, fines, judgments or

orders; plus

(q)net start-up fees, losses, costs, charges or expenses incurred in connection with

future growth investments for up to 24 months for any individual investment, including (i) new broker

hires, (ii) RSG Connector, and (iii) de novo startups (for the avoidance of doubt, such shall be calculated

as direct start-up fees, losses, costs, charges or expenses less revenue); provided that the aggregate

amount of all items added back pursuant to this clause (q) shall not exceed 10% of Consolidated EBITDA

(after giving effect to this clause (q)) for such period;

(2)decreased by (without duplication), non-cash gains increasing Consolidated Net Income

for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or

reserve for a potential cash item that reduced Consolidated EBITDA in any prior period; and

(3)increased (by losses) or decreased (by gains) by (without duplication) the application of

FASB Interpretation No. 45 (Guarantees).

Notwithstanding the foregoing, Consolidated EBITDA (a) for the fiscal quarter ended September

30, 2019, shall be deemed to be $69,226,000, (b) for the fiscal quarter ended December 31, 2019, shall be

deemed to be $86,356,000, (c) for the fiscal quarter ended March 31, 2020, shall be deemed to be

$77,353,000 and (d) for the fiscal quarter ended June 30, 2020, shall be deemed to be $109,704,000, as

may be subject to add-backs and adjustments (without duplication) pursuant to clauses (1)(i) and (1)(j)

above and the definitions of “Pro Forma Basis” and “Fixed Charge Coverage Ratio” for the applicable

period.

“Consolidated Interest Expense”: with respect to the Borrower and the Restricted Subsidiaries

for any period, the sum, without duplication, of

(1)consolidated interest expense for such period, to the extent such expense was deducted

(and not added back) in computing Consolidated Net Income ((a) including (i) amortization of original

issue discount resulting from the issuance of Indebtedness at less than par, (ii) all commissions, discounts

and other fees and charges owed with respect to letters of credit or bankers acceptances, (iii) non-cash

interest payments (but excluding any non-cash interest expense attributable to the movement in the mark

to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (iv) the

interest component of Capitalized Lease Obligations and (v) net payments and receipts (if any) pursuant

to interest rate Hedging Obligations with respect to Indebtedness, and (b) excluding (i) any prepayment

premium or penalty, (ii) costs associated with obtaining Hedging Obligations and breakage costs in

respect of Hedging Obligations related to interest rates, (iii) any expense resulting from the discounting of

any Indebtedness in connection with the application of purchase accounting in connection with the

Transactions or any acquisition, (iv) penalties and interest relating to Taxes, (v) any “additional interest”

or “penalty interest” with respect to any securities, (vi) any accretion or accrued interest of discounted

liabilities, (vii) amortization of deferred financing fees, amendment or consent fees, debt issuance costs,

commissions, discounts, fees and expenses, (viii) any expensing of bridge, commitment and other

financing fees, cost of surety bonds, charges owed with respect to letters of credit, bankers’ acceptances

or similar facilities and (ix) commissions, discounts, yield and other fees and charges (including any

interest expense) related to any Receivables Financing); plus

(2)consolidated capitalized interest for such period, whether paid or accrued; less

(3)interest income for such period;

provided that, for purposes of calculating Consolidated Interest Expense, no effect shall be given to the

discount and/or premium resulting from the bifurcation of derivatives under FASB ASC 815 and related

interpretations as a result of the terms of the Indebtedness to which such Consolidated Interest Expense

relates.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to

accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit in such

Capitalized Lease Obligation in accordance with GAAP.

Notwithstanding the foregoing, any additional charges arising from (i) the application of

Accounting Standards Codification Topic 480-10-25-4 “Distinguishing Liabilities from Equity—Overall

—Recognition” to any series of Preferred Stock other than Disqualified Stock or (ii) the application of

Accounting Standards Codification Topic 470-20 “Debt—Debt with Conversion Options—Recognition,”

in each case, shall be disregarded in the calculation of Fixed Charges.

“Consolidated Net Income”: for any period, the Net Income of the Borrower and the Restricted

Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with

GAAP; provided, however, that, without duplication:

(1)any after-Tax effect of infrequent, non-recurring, non-operating or unusual gains, losses,

income or expenses (including all fees and expenses relating thereto) (including costs and expenses

relating to the Transactions), severance, relocation costs, contract termination costs, system establishment

charges, consolidation and closing costs, integration and facilities opening costs, business optimization

costs, transition costs, restructuring costs, signing, retention or completion bonuses or payments and

curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded,

(2)the cumulative effect of a change in accounting principles and changes as a result of the

adoption or modification of accounting policies, whether or not effected through a cumulative effect

adjustment or a retroactive application or otherwise in each case in accordance with GAAP, shall be

excluded,

(3)any net after-Tax effect of income or loss from disposed, abandoned or discontinued

operations and any net after-Tax gains or losses on disposal of disposed, abandoned, transferred, closed or

discontinued operations shall be excluded,

(4)any net after-Tax effect of gains or losses (including all fees and expenses relating

thereto) attributable to business dispositions or asset dispositions or the sale or other disposition of any

Capital Stock of any Person other than in the ordinary course of business, as determined in good faith by

the Borrower, shall be excluded,

(5)the Net Income for such period of any Person that is not a Subsidiary (including, for the

avoidance of doubt, Ryan Re), or is an Unrestricted Subsidiary, or that is accounted for by the equity

method of accounting (other than a Guarantor), shall be excluded; provided that the Consolidated Net

Income of the Borrower shall be increased by the amount of dividends or distributions or other payments

that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted

Subsidiary thereof in respect of such period or a prior period to the extent not previously included,

(6)solely for the purpose of the definition of “Excess Cash Flow” and determining the

amount available for Restricted Payments under clause (A) of the definition of “Available Amount”, the

Net Income for such period of any Restricted Subsidiary (other than any Loan Party) shall be excluded to

the extent that the declaration or payment of dividends or similar distributions by such Restricted

Subsidiary of its Net Income is not at the date of determination permitted without any prior Governmental

Approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its

charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation

applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the

payment of dividends or similar distributions has been legally waived; provided that Consolidated Net

Income of the Borrower will be increased by the amount of dividends or other distributions or other

payments actually paid in Cash Equivalents (or to the extent converted into Cash Equivalents) to the

Borrower or any of the Restricted Subsidiaries (to the extent not subject to any such restriction) in respect

of such period or a prior period, to the extent not previously included,

(7)effects of adjustments (including the effects of such adjustments pushed down to the

Restricted Subsidiaries) in any line item in such Person’s consolidated financial statements (including, but

not limited to, any step-ups or reductions with respect to re-valuing assets and liabilities) pursuant to

GAAP and related authoritative pronouncements resulting from the application in accordance with GAAP

of purchase accounting in relation to the Transactions or any investment, acquisition, merger or

consolidation (or reorganization or restructuring) that is consummated after the Closing Date or the

depreciation, amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(8)any net after-Tax income (loss) from the early extinguishment of (i) Indebtedness,

(ii) Hedging Obligations or (iii) other derivative instruments shall be excluded,

(9)any impairment charge or expense, asset write-off or write-down, including impairment

charges or asset write-offs or write-downs related to intangible assets, long-lived assets or investments in

debt and equity securities or as a result of a change in law or regulations, in each case, pursuant to GAAP

and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(10)any non-cash compensation charge or expense, including any such charge arising from

grants of stock appreciation or similar rights, phantom equity, stock options, restricted stock or other

rights, amortization of Forgivable Loans, and any cash charges associated with the rollover, acceleration

or payout of Equity Interests by management of the Borrower or any of its direct or indirect parent

companies in connection with the Transactions, including any expense resulting from the application of

Statement of Financial Accounting Standards No. 123R shall be excluded; provided that any subsequent

settlement in cash shall reduce Consolidated Net Income for the period in which such payment occurs,

(11)any fees and expenses or other charges (including any make-whole premium or penalties)

incurred during such period, or any amortization thereof for such period, in connection with any

acquisition, Investment, recapitalization, Asset Sale, issuance or repayment of Indebtedness, Equity

Offering, refinancing transaction or amendment or modification of any debt instrument (in each case,

(i) including any such transactions consummated prior to the Closing Date, (ii) whether or not such

transaction is undertaken but not completed, (iii) whether or not such transaction is permitted by this

Agreement and (iv) including any such transaction incurred by any direct or indirect parent company of

the Borrower) and any charges or non-recurring merger costs incurred during such period as a result of

any such transaction shall be excluded,

(12)accruals and reserves that are established and not reversed within 12 months after the

Closing Date that are so required to be established as a result of the Transactions (or within 12 months

after the closing of any acquisition that are so required to be established as a result of such acquisition) in

accordance with GAAP shall be excluded,

(13)earn-out, retention bonuses, long-term incentive arrangements, Forgivable Loans and

other similar obligations and adjustments thereof incurred in connection with any acquisition, expansion

activity or other Investment permitted hereunder and paid or accrued during such period;

(14)any charges resulting from the application of Accounting Standards Codification

Topic 805 “Business Combinations,” Accounting Standards Codification Topic 350 “Intangibles—

Goodwill and Other,” Accounting Standards Codification Topic 360-10-35-15 “Impairment or Disposal

of Long-Lived Assets,” Accounting Standards Codification Topic 480-10-25-4 “Distinguishing Liabilities

from Equity—Overall—Recognition” or Accounting Standards Codification Topic 820 “Fair Value

Measurements and Disclosures” shall be excluded,

(15)non-cash interest expense resulting from the application of Accounting Standards

Codification Topic 470-20 “Debt—Debt with Conversion Options—Recognition” shall be excluded,

(16)any non-cash rent, non-cash interest expense and non-cash interest income shall be

excluded; provided that, if any such non-cash item represents an accrual or reserve for potential cash item

in any future period, (i) the Borrower may elect not to exclude such non-cash item in the current period

and (ii) to the extent the Borrower elects to exclude such non-cash item, the cash payment in respect

thereof in such future period shall reduce or increase, as applicable, Consolidated Net Income in such

future period to the extent paid,

(17)the net after-Tax effect of carve-out related items (including audit and legal expenses,

elimination of duplicative costs (including with respect to software licensing expenses and fees with

respect to transaction services agreements) and costs and expenses related to information and technology

systems establishment or modification), in each case in connection with the performance of the rights and

obligations under any transitions services agreement, shall be excluded,

(18)any non-cash expenses, accruals, reserves or income related to adjustments to historical

tax exposures or tax asset valuation allowances shall be excluded;

(19)any cash paid for Discretionary Forgivable Loans shall be excluded; and

(20)the following items shall be excluded:

(a)any net unrealized gain or loss (after any offset) resulting in such period from

Hedging Obligations and the application of Accounting Standards Codification Topic 815 “Derivatives

and Hedging”; and

(b)any net foreign exchange gains or losses (whether or not realized) resulting from

the impact of foreign currency changes on the valuation of assets and liabilities on the consolidated

balance sheet of the Borrower and the Restricted Subsidiaries (in each case, including any net loss or gain

resulting from hedge arrangements for currency exchange risk) and any net foreign exchange gains or

losses (whether or not realized) from the impact of foreign currency changes on intercompany accounts

and in any event including any foreign exchange translation or transaction gains or losses.

Solely for purposes of calculating Consolidated EBITDA, the Net Income of the Borrower and

the Restricted Subsidiaries shall be calculated without deducting the income attributable to the minority

equity interests of third parties in any non-Wholly Owned Restricted Subsidiary except to the extent of

dividends declared or paid in respect of such period or any prior period on the shares of Capital Stock of

such Restricted Subsidiary held by such third parties.

In addition, to the extent not already accounted for in the Consolidated Net Income of the

Borrower and the Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing,

Consolidated Net Income shall include (i) the amount of proceeds received during such period from

business interruption insurance in respect of insured claims for such period, (ii) the amount of proceeds as

to which the Borrower has determined that there is a reasonable basis that it will be reimbursed by the

insurer in respect of such period from business interruption insurance (with a deduction for any amount so

added back to the extent denied by the applicable carrier in writing within 180 days or not so reimbursed

within 365 days) and (iii) reimbursements of any expenses and charges that are covered by

indemnification, reimbursement, guaranty, purchase price adjustment or other similar provisions in

connection with any Permitted Investment or any sale, conveyance, transfer or other disposition of assets

permitted hereunder.

Notwithstanding the foregoing, (x) for the purpose of Section 7.3 only (other than clauses (E)

and (F) of the definition of Available Amount), there shall be excluded from Consolidated Net Income

any income arising from any sale or other disposition not constituting a Permitted Investment made by the

Borrower and the Restricted Subsidiaries, any repurchases and redemptions of Investments that are not

Permitted Investments from the Borrower and the Restricted Subsidiaries, any repayments of loans and

advances which do not constitute Permitted Investments by the Borrower or any of the Restricted

Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an

Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted

Payments, Investments and/or Restricted Debt Payments permitted under such covenant pursuant to

clauses (E) and (F) of the definition of Available Amount and (y) for the purpose of the definition of

“Excess Cash Flow” only, there shall be excluded the income (or deficit) of any Person accrued prior to

the date it becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any

Restricted Subsidiary thereof.

“Consolidated Non-Cash Charges”: for any period, the aggregate depreciation, amortization

(including amortization of intangibles, deferred financing fees, debt issuance costs, commissions, fees and

expenses, expensing of any bridge, commitment or other financing fees, the non-cash portion of interest

expense resulting from the reduction in the carrying value under purchase accounting of outstanding

Indebtedness and commissions, discounts, yield and other fees and charges but excluding amortization of

prepaid cash expenses that were paid in a prior period), non-cash impairment, non-cash compensation,

non-cash rent and other non-cash expenses reducing Consolidated Net Income for such period on a

consolidated basis and otherwise determined in accordance with GAAP; provided that if any non-cash

charges referred to in this definition represent an accrual or reserve for potential cash items in any future

period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated

EBITDA in such future period to such extent paid.

“Consolidated Total Indebtedness”: as of any date of determination, the aggregate principal

amount of Indebtedness of the Borrower and the Restricted Subsidiaries described in clauses (a)(i), (a)(ii)

(excluding, for the avoidance of doubt, surety bonds, performance bonds and similar instruments) and

(solely with respect to the definition of “Total Net Leverage Ratio”) and (a)(iv) of the definition of

“Indebtedness”, determined on a consolidated basis, to the extent required to be recorded on a balance

sheet in accordance with GAAP, including, without duplication, the outstanding principal amount of the

Term Loans; provided that the amount of revolving Indebtedness under this Agreement and any other

revolving credit facility shall be computed based upon the period-ending value of such Indebtedness

during the applicable period; provided, further, that Consolidated Total Indebtedness shall not include

(v) Indebtedness in respect of any Qualified Receivables Financing permitted pursuant to

Section 7.2(b)(xxi), (w) obligations in respect of letters of credit (including Letters of Credit), except to

the extent of unreimbursed amounts thereunder, (x) the Existing Preferred Equity and any subsequently

issued preferred equity on terms which are not materially worse for the Lenders (including, for the

avoidance of doubt, any existing Subordinated Indebtedness which is rolled into a new preferred

issuance), (y) Indebtedness consisting contingent consideration and all deferred consideration given in

connection with acquisitions (other than unsubordinated seller notes) and (z) all deferred long-term

incentives, whether currently vested or vesting post-closing; provided further that the Borrower’s ratable

portion of Indebtedness attributable to Ryan Re shall be included as Consolidated Total Indebtedness.

“Consolidated Working Capital”: at any date, the excess of Consolidated Current Assets on such

date over Consolidated Current Liabilities on such date.

“Consolidated Working Capital Adjustment”: for any period on a consolidated basis, the amount

(which may be a negative number) by which Consolidated Working Capital as of the beginning of such

period exceeds (or is less than (in which case the Consolidated Working Capital Adjustment will be a

negative number)) Consolidated Working Capital as of the end of such period.

“Contingent Obligations”: with respect to any Person, any obligation of such Person

guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary

obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly,

including, any obligation of such Person, whether or not contingent:

(1)to purchase any such primary obligation or any property constituting direct or indirect

security therefor,

(2)to advance or supply funds:

(a)for the purchase or payment of any such primary obligation; or

(b)to maintain working capital or equity capital of the primary obligor or otherwise

to maintain the net worth or solvency of the primary obligor; or

(3)to purchase property, securities or services primarily for the purpose of assuring the

owner of any such primary obligation of the ability of the primary obligor to make payment of such

primary obligation against loss in respect thereof.

“Contractual Obligation”: as to any Person, any provision of any security issued by such Person

or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any

of its property is bound.

“Contribution Indebtedness”: Indebtedness of the Borrower or any Restricted Subsidiary in an

aggregate principal amount not greater than the aggregate amount of cash contributions (including such

contributions in exchange for Equity Interests in the Borrower) (other than the Equity Contribution,

Excluded Contributions, any contributions received in connection with the exercise of the Cure Right or

any such cash contributions that have been used to increase the Available Amount) made to the common

or preferred (if preferred, on terms substantially the same (or better for the Borrower) as the Existing

Preferred Equity; provided that in no event shall preferred contributions have a final scheduled maturity

date or any required payment prior the Latest Maturity Date) equity capital of the Borrower after the

Closing Date, in each case to the extent not previously applied in determining the permissibility of a

transaction under the Loan Documents where such permissibility was (or may have been) contingent on

the receipt of availability of such amount.

“control”: the possession, directly or indirectly, of the power to direct or cause the direction of

the management or policies of a Person, whether through the ability to exercise voting power, by contract

or otherwise. “controlling” and “controlled” have meanings correlative thereto.

“Corresponding Tenor”: with respect to a Benchmark Replacement means a tenor (including

overnight) having approximately the same length (disregarding business day adjustment) as the applicable

tenor for the applicable Interest Period with respect to the then Available Tenor.

“Covered Party” as defined in Section 11.23.

“CTA”: the United Kingdom Corporation Tax Act 2009.

“Cure Amount”: as defined in Section 9.3(a).

“Cure Period”: as defined in Section 9.3(a).

“Cure Right”: as defined in Section 9.3(a).

“Daily Simple RFR”: for any day (an “RFR Interest Day”), an interest rate per annum equal to,

for any RFR Revolving Loan denominated in Sterling, SONIA for the day that is five (5) RFR Business

Days prior to (A) if such RFR Interest Day is an RFR Business Day, such RFR Interest Day or (B) if such

RFR Interest Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR

Interest Day.

“Daily Simple SOFR”: for any day (a “SOFR Rate Day”), a rate per annum equal SOFR for the

day (such day “SOFR Determination Date”) that is five (5) U.S. Government Securities Business Day

prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day

or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government

Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is

published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily

Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such

change in SOFR without notice to the Borrower.

“Debt Fund Affiliate”: an Affiliate of the Borrower (other than the Borrower and any of its

Subsidiaries) that is a bona fide debt fund or an investment vehicle that is engaged in the making,

purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in

the ordinary course of business with respect to which the Borrower and its Affiliates (other than Debt

Fund Affiliates) do not directly or indirectly possess the power to direct or cause the direction of the

investment policies of such entity.

“Debtor Relief Laws”: the Bankruptcy Code of the United States, and all other liquidation,

conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,

receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other

applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Declined Proceeds”: as defined in Section 2.11(f).

“Default”: any of the events specified in Section 9.1, whether or not any requirement for the

giving of notice, the lapse of time, or both, has been satisfied.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance

with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender”: any Lender that (a) has refused (whether verbally or in writing) to fund

(and has not retracted such refusal), or has failed to fund, any portion of the Term Loans, Revolving

Loans, participations in L/C Obligations required to be funded by it hereunder (collectively, its “Funding

Obligations”) within one Business Day of the date required to be funded by such Lender hereunder unless

such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result

of such Lender’s determination that one or more conditions precedent to funding (each of which

conditions precedent, together with any applicable default, shall be specifically identified in such writing),

(b) has notified the Administrative Agent or the Borrower in writing that it does not intend to (or will not

be able to) satisfy such Funding Obligations or has made a public statement to that effect with respect to

its Funding Obligations or generally under other agreements in which it commits to extend credit (unless

such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states

that such position is based on such Lender’s determination that a condition precedent to funding (which

condition precedent, together with any applicable default, shall be specifically identified in such writing

or public statement) cannot be satisfied), (c) has otherwise failed to pay over to the Administrative Agent

or any other Lender any other amount required to be paid by it hereunder within one Business Day of the

date when due, (d) has failed, within three (3) Business Days after written request by the Administrative

Agent, to confirm in a manner reasonably satisfactory to the Administrative Agent that it will comply

with its Funding Obligations; provided that such Lender shall cease to be a Defaulting Lender pursuant to

this clause (d) upon the Administrative Agent’s receipt of such confirmation, or (e) has, or has a direct or

indirect parent company that has, (i) admitted in writing that it is insolvent or pay its debts as they become

due, (ii) become the subject of a proceeding under any Debtor Relief Law, (iii) had a receiver,

conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with

reorganization or liquidation of its business or a substantial part of its assets or a custodian appointed for

it, (iv) is or becomes subject to a forced liquidation, (v) makes a general assignment for the benefit of

creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory

authority over such person or its assets to be insolvent or bankrupt, (vi) taken any action in furtherance of,

or indicated its consent to, approval of or acquiescence in any such proceeding or appointment or action

or (vii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender

under this clause (e) solely by virtue of the ownership or acquisition of any equity interest in that Lender

or the existence of an Undisclosed Administration in respect of that Lender (or, in such any case, any

direct or indirect parent company thereof) by a Governmental Authority so long as such ownership

interest or Undisclosed Administration does not result in or provide such Lender with immunity from the

jurisdiction of courts within the United States or from the enforcement of judgments or writs of

attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate,

disavow or disaffirm any contracts or agreements made with such Lender.

“Defaulting Lender Fronting Exposure”: at any time there is a Defaulting Lender, with respect to

an Issuing Lender, such Defaulting Lender’s Pro Rata Share of the Outstanding Amount of L/C

Obligations of such Issuing Lender other than L/C Obligations as to which such Defaulting Lender’s

participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with

the terms hereof.

“Designated Non-cash Consideration”: the Fair Market Value of non-cash consideration

received by the Borrower or any of its Restricted Subsidiaries in connection with an Asset Sale that is

determined by the Borrower to be Designated Non-cash Consideration, less the amount of Cash

Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash

Consideration.

“Designated Preferred Stock”: Preferred Stock of the Borrower or any direct or indirect parent of

the Borrower, as applicable (other than Disqualified Stock), that is issued for cash (other than to the

Borrower or any of the Subsidiaries or an employee stock ownership plan or trust established by the

Borrower or any of its Subsidiaries) and is so determined by the Borrower to be Designated Preferred

Stock, the cash proceeds of which are excluded from the calculation set forth in clauses (B) and (C) of the

definition of “Available Amount”.

“Discretionary Forgivable Loans”: Forgivable Loans paid to existing employees on a

discretionary basis that are not (a) contractual obligations or (b) paid in relation to hiring a new producer.

“Disposition”: with respect to any property (including Capital Stock of the Borrower or any

Restricted Subsidiary), any sale, lease, Sale Leaseback Transaction, assignment, conveyance, transfer or

other disposition thereof (including by allocation of assets by division, merger or consolidation or

amalgamation, or allocation of assets to any series of a limited liability company and excluding the

granting of a Lien permitted hereunder) and any issuance of Capital Stock of any Restricted Subsidiary.

The terms “Dispose” and “Disposed of” shall have correlative meanings.

“Disqualified Lender”: (i) such banks, financial institutions or other Persons separately identified

in writing by the Borrower to the Joint Lead Arrangers on June 27, 2020 (or any affiliates of such entities

that are readily identifiable as affiliates solely on the basis of their names) and (ii) competitors of the

Borrower or any of its Subsidiaries (other than bona fide fixed income investors or debt funds) identified

in writing from time to time by email to JPMDQ_contact@jpmorgan.com and affiliates of such entities

that are readily identifiable as affiliates solely on the basis of their names or that are identified to us from

time to time in writing by you (other than bona fide fixed income investors or debt funds); provided that

any additional designation permitted by the foregoing shall not become effective until three (3) Business

Days following delivery to the Administrative Agent by email; provided, further, that in no event shall

any notice given pursuant to this definition apply to retroactively disqualify any Person who previously

acquired and continues to hold, any Loans, Commitments or participations prior to the receipt of such

notice.

“Disqualified Stock”: with respect to any Person, any Capital Stock of such Person that, by its

terms (or by the terms of any security into which it is convertible or for which it is redeemable or

exchangeable, in each case at the option of the holder thereof), or upon the happening of any event:

(1)matures or is mandatorily redeemable (other than as a result of a change of control or

asset sale), pursuant to a sinking fund obligation or otherwise,

(2)is convertible or exchangeable for Indebtedness or Disqualified Stock, or

(3)is redeemable at the option of the holder thereof, in whole or in part,

in each case prior to the then Latest Maturity Date in respect of the Term Facility (other than as a

result of a change of control or asset sale to the extent permitted under clause (1) above); provided,

however, that only the portion of Capital Stock that so matures or is mandatorily redeemable, is so

convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall

be deemed to be Disqualified Stock; provided, further, however, that if such Capital Stock is issued to any

plan for the benefit of employees of the Borrower or its Subsidiaries or by any such plan to such

employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to

be repurchased by the Borrower or any Restricted Subsidiary in order to satisfy applicable statutory or

regulatory obligations; provided, further, however, that any Capital Stock held by any future, current or

former employee, director, manager or consultant (or their respective trusts, estates, investment funds,

investment vehicles or immediate family members), of the Borrower, any of its Subsidiaries, any of its

direct or indirect parent companies or any other entity in which the Borrower or a Restricted Subsidiary

has an Investment and is designated in good faith as an “affiliate” by the Board of Directors of the

Borrower (or the compensation committee thereof), in each case pursuant to any stockholders’ agreement,

management equity plan, stock option plan or any other management or employee benefit plan or

agreement shall not constitute Disqualified Stock solely because it may be required to be repurchased by

the Borrower or any Restricted Subsidiary; provided, further, however, that any class of Capital Stock of

such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of

Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.

“Dollar Equivalent”: on any date of determination, (a) with respect to any amount denominated in

Dollars, such amount, and (b) with respect to any amount in any other currency, the equivalent in Dollars

of such amount, determined by the Administrative Agent or the Issuing Lender, as applicable, pursuant to

Section 1.6 using the Exchange Rate with respect to such currency at the time in effect under the

provisions of such Section.

“Dollars” and “$”: dollars in lawful currency of the United States.

“Dutch Auction”: one or more purchases (each, a “Purchase”) by a Permitted Auction Purchaser

or an Affiliated Lender (either, a “Purchaser”) of Term Loans; provided that, each such Purchase is made

on the following basis:

(a)(i) the Purchaser will notify the Administrative Agent in writing (a “Purchase

Notice”) (and the Administrative Agent will deliver such Purchase Notice to each relevant Lender) that

such Purchaser wishes to make an offer to purchase from each Term Lender and/or each Lender with

respect to any Class of Term Loans on an individual tranche basis Term Loans, in an aggregate principal

amount as is specified by such Purchaser (the “Term Loan Purchase Amount”) with respect to each

applicable tranche, subject to a range or minimum discount to par expressed as a price at which range or

price such Purchaser would consummate the Purchase (the “Offer Price”) of such Term Loans to be

purchased (it being understood that different Offer Prices and/or Term Loan Purchase Amounts, as

applicable, may be offered with respect to different tranches of Term Loans and, in such an event, each

such offer will be treated as a separate offer pursuant to the terms of this definition); provided that the

Purchase Notice shall specify that each Return Bid (as defined below) must be submitted by a date and

time to be specified in the Purchase Notice, which date shall be no earlier than the second Business Day

following the date of the Purchase Notice and (ii) the Term Loan Purchase Amount specified in each

Purchase Notice delivered by such Purchaser to the Administrative Agent shall not be less than

$10,000,000 in the aggregate;

(b)such Purchaser will allow each Lender holding the Class of Term Loans subject

to the Purchase Notice to submit a notice of participation (each, a “Return Bid”) which shall specify

(i) one or more discounts to par of such Lender’s tranche or tranches of Term Loans subject to the

Purchase Notice expressed as a price (each, an “Acceptable Price”) (but in no event will any such

Acceptable Price be greater than the highest Offer Price for the Purchase subject to such Purchase Notice)

and (ii) the principal amount of such Lender’s tranches of Term Loans at which such Lender is willing to

permit a purchase of all or a portion of its Term Loans to occur at each such Acceptable Price (the “Reply

Amount”);

(c)based on the Acceptable Prices and Reply Amounts of the Term Loans as are

specified by the Lenders, such Purchaser will determine the applicable discount (the “Applicable

Discount”), which will be the lower of (i) the lowest Acceptable Price at which such Purchaser can

complete the Purchase for the entire Term Loan Purchase Amount and (ii) in the event that the aggregate

Reply Amounts relating to such Purchase Notice are insufficient to allow such Purchaser to complete a

purchase of the entire Term Loan Purchase Amount, the highest Acceptable Price that is less than or equal

to the Offer Price;

(d)such Purchaser shall purchase Term Loans from each Lender with one or more

Acceptable Prices that are equal to or less than the Applicable Discount at the Applicable Discount (such

Term Loans being referred to as “Qualifying Loans” and such Lenders being referred to as “Qualifying

Lenders”), subject to clauses (e), (f), (g) and (h) below;

(e)such Purchaser shall purchase the Qualifying Loans offered by the Qualifying

Lenders at the Applicable Discount; provided that if the aggregate principal amount required to purchase

the Qualifying Loans would exceed the Term Loan Purchase Amount, such Purchaser shall purchase

Qualifying Loans ratably based on the aggregate principal amounts of all such Qualifying Loans tendered

by each such Qualifying Lender;

(f)the Purchase shall be consummated pursuant to and in accordance with

Section 11.6(b) and, to the extent not otherwise provided herein, shall otherwise be consummated

pursuant to procedures (including as to timing, rounding and minimum amounts, Interest Periods, and

other notices by such Purchaser) reasonably acceptable to the Administrative Agent (provided that,

subject to the proviso of clause (g) of this definition, such Purchase shall be required to be consummated

no later than ten (10) Business Days after the time that Return Bids are required to be submitted by

Lenders pursuant to the applicable Purchase Notice);

(g)upon submission by a Lender of a Return Bid, subject to the foregoing clause (f),

such Lender will be irrevocably obligated to sell the entirety or its pro rata portion (as applicable pursuant

to clause (e) above) of the Reply Amount at the Applicable Discount plus accrued and unpaid interest

through the date of purchase to such Purchaser pursuant to Section 11.6(b) and as otherwise provided

herein; provided that as long as no Return Bids have been submitted each Purchaser may rescind its

Purchase Notice by notice to the Administrative Agent; and

(h)purchases by a Permitted Auction Purchaser of Qualifying Loans shall result in

the immediate Cancellation of such Qualifying Loans.

“ECF Percentage”: 50%; provided that the ECF Percentage shall be reduced to (i) 25% if the

Total First Lien Net Leverage Ratio determined on a Pro Forma Basis as of the last day of such fiscal year

is less than or equal to 4.50 to 1.00 and greater than 4.00 to 1.00 and (ii) 0% if the Total First Lien Net

Leverage Ratio determined on a Pro Forma Basis as of the last day of such fiscal year is less than or equal

to 4.00 to 1.00, in each case, based on the most recent financial statements delivered under Section 6.1(a).

“EEA Financial Institution”: (a) any credit institution or investment firm established in any EEA

Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity

established in an EEA Member Country which is a parent of an institution described in clause (a) of this

definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of

an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision

with its parent.

“EEA Member Country”: any of the member states of the European Union, Iceland,

Liechtenstein, and Norway.

“EEA Resolution Authority”: any public administrative authority or any person entrusted with

public administrative authority of any EEA Member Country (including any delegee) having

responsibility for the resolution of any EEA Financial Institution.

“Electronic Signature”: an electronic sound, symbol, or process attached to, or associated with, a

contract or other record and adopted by a Person with the intent to sign, authenticate or accept such

contract or record.

“Eligible Assignee”: (a) any Lender, any Affiliate of a Lender and any Approved Fund (any two

or more Approved Funds with respect to a particular Lender being treated as a single Eligible Assignee

for all purposes hereof), and (b) any commercial bank, insurance company, financial institution,

investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D

under the Securities Act) and which extends credit or buys commercial loans in the ordinary course;

provided that “Eligible Assignee” (x) shall include (i) Affiliated Lenders, subject to the provisions of

Section 11.6(b)(iv) and (ii) Permitted Auction Purchasers, subject to the provisions of Section 11.6(b)(iii),

and solely to the extent that such Permitted Auction Purchasers purchase or acquire Term Loans pursuant

to a Dutch Auction or in open market purchases and effect a Cancellation immediately upon such

contribution, purchase or acquisition pursuant to documentation reasonably satisfactory to the

Administrative Agent and (y) shall not include any Disqualified Lender or any natural person.

“Environmental Laws”: any and all foreign, Federal, state, local or municipal laws, rules, orders,

regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other

Requirements of Law (including common law) regulating, relating to or imposing liability or standards of

conduct concerning Materials of Environmental Concern, human health and safety with respect to

exposure to Materials of Environmental Concern, and protection or restoration of the environment as now

or may at any time hereafter be in effect.

“Equity Contribution”: equity contributions by the investors directly or indirectly to the

Borrower, in the form of (x) cash, (y) conversion of subordinated debt in exchange for preferred equity on

terms previously described to the Joint Lead Arrangers and/or (z) equity in Borrower rolled over or

purchased by the Sellers and/or management of the Target, in an aggregate principal amount equal to at

least $185,000,000.

“Equity Holder”: any direct or indirect equity holder of the Borrower.

“Equity Interests”: Capital Stock and all warrants, options or other rights to acquire Capital Stock

(but excluding any debt security that is convertible into, or exchangeable for, Capital Stock) and with

respect to the Borrower, shareholder loans to the extent issued as Permitted Cure Securities or pursuant to

Section 7.2(b)(xi) shall be treated as Equity Interests of the Borrower, for all purposes hereunder (and, for

the avoidance of doubt, any payments made with respect to such shareholder loans shall be treated as

payments with respect to Equity Interests for all purposes hereunder, including Section 7.3, and not as

payments with respect to Indebtedness).

“Equity Offering”: any public or private sale after the Closing Date of common stock or

Preferred Stock of the Borrower or any direct or indirect parent of the Borrower, as applicable (other than

Disqualified Stock), other than:

(1)public offerings with respect to such Person’s common stock registered on Form S-8; and

(2)an issuance to any Restricted Subsidiary.

“ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to

time.

“ERISA Event” as defined in Section 4.11.

“EU Bail-In Legislation Schedule”: the EU Bail-In Legislation Schedule published by the Loan

Market Association (or any successor person), as in effect from time to time.

“EURIBOR Rate”: with respect to any Term Benchmark Revolving Borrowing denominated in

Euros and for any Interest Period, the EURIBOR Screen Rate, two (2) TARGET Days prior to the

commencement of such Interest Period.

“EURIBOR Screen Rate”: the euro interbank offered rate administered by the European Money

Markets Institute (or any other person which takes over the administration of that rate) for the relevant

period displayed (before any correction, recalculation or republication by the administrator) on page

EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays

that rate) or on the appropriate page of such other information service which publishes that rate from time

to time in place of Thomson Reuters as published at approximately 11:00 a.m. Brussels time two (2)

TARGET Days prior to the commencement of such Interest Period. If such page or service ceases to be

available, the Administrative Agent may specify another page or service displaying the relevant rate after

consultation with the Borrower.

“Euro” and “€”: the lawful currency of the European Union as constituted by the Treaty of Rome

which established the European Community, as such treaty may be amended from time to time and as

referred to in the European Monetary Union legislation.

“Event of Default”: any of the events specified in Section 9.1; provided that any requirement for

the giving of notice, the lapse of time, or both, has been satisfied.

“Excess Cash Flow”: for any Excess Cash Flow Period, the excess, if positive, of

(a)the sum, without duplication, of

(i)Consolidated Net Income for such Excess Cash Flow Period,

(ii)the amount of Consolidated Non-Cash Charges deducted in arriving at

such Consolidated Net Income, but excluding any such Consolidated Non-Cash Charges representing an

accrual or reserve for a potential cash item in any future period,

(iii)the Consolidated Working Capital Adjustment for such Excess Cash

Flow Period,

(iv)the aggregate net amount of non-cash loss on the Disposition of property

by the Borrower and the Restricted Subsidiaries during such Excess Cash Flow Period (other than sales in

the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income,

(v)[reserved], and

(vi)cash receipts in respect of Swap Agreements during such Excess Cash

Flow Period to the extent not otherwise included in Consolidated Net Income, over

(b)the sum, without duplication, of

(i)the amount of all non-cash credits included in arriving at such

Consolidated Net Income (but excluding any non-cash credit to the extent representing a reversal of an

accrual or reserve described in clause (a)(ii)),

(ii)the aggregate amount actually paid by the Borrower and the Restricted

Subsidiaries in cash during such Excess Cash Flow Period on account of Capital Expenditures (excluding

(x) the principal amount of Indebtedness Incurred in connection with such expenditures (other than

Indebtedness under any revolving facility) and (y) Capital Expenditures made in such Excess Cash Flow

Period where a certificate in the form contemplated by the following clause (iii) was previously

delivered),

(iii)the aggregate amount of Capital Expenditures, Permitted Acquisitions

and other Permitted Investments (other than with respect to Investments made pursuant to clause (1) or

(2) of the definition thereof) permitted hereunder that any Group Member shall, during such Excess Cash

Flow Period (or following such period and prior to the applicable Excess Cash Flow Application Date),

become committed to be made (including pursuant to any letter of intent); provided that the Borrower

shall deliver an Officer’s Certificate to the Administrative Agent not later than such Excess Cash Flow

Application Date, certifying that such Capital Expenditure, Permitted Acquisition or other Investment

permitted hereunder, as applicable, will be made (or is reasonably expected to be made) in the following

Excess Cash Flow Period; provided, further, however, that if such Capital Expenditure, Permitted

Acquisition or other Investment permitted hereunder, as applicable, are not actually made in cash after the

end of such Excess Cash Flow Period, such amount shall be added back to Excess Cash Flow for the

subsequent Excess Cash Flow Period,

(iv)to the extent not deducted in determining Consolidated Net Income,

Permitted Tax Distributions and Taxes of any Group Member paid or payable with respect to such Excess

Cash Flow Period and, if payable, for which reserves have been established to the extent required by

GAAP,

(v)all mandatory prepayments of the Term Loans pursuant to Section 2.11

made during such Excess Cash Flow Period as a result of any Asset Sale or Recovery Event, but only to

the extent that such Asset Sale or Recovery Event resulted in a corresponding increase in Consolidated

Net Income,

(vi)the aggregate amount actually paid by the Borrower and the Restricted

Subsidiaries in cash during such Excess Cash Flow Period on account of Permitted Acquisitions or other

Investments permitted hereunder (including any earn-out payments, deferred consideration, other

contingent consideration and Forgivable Loans, but excluding (A) the principal amount of Indebtedness

Incurred in connection with such expenditures (other than Indebtedness under any revolving credit

facility), (B) the proceeds of equity contributions to, or equity issuances by the Borrower or any

Restricted Subsidiary to finance such expenditures) and (C) Permitted Acquisitions and other Investments

made in such Excess Cash Flow Period where a certificate in the form contemplated by the preceding

clause (iii) was previously delivered,

(vii)to the extent not funded with the proceeds of Indebtedness (other than

Indebtedness under any revolving credit facility), the aggregate amount of all regularly scheduled

principal amortization payments of Funded Debt made on their due date during such Excess Cash Flow

Period (including payments in respect of Capitalized Lease Obligations to the extent not deducted in the

calculation of Consolidated Net Income),

(viii)to the extent not funded with the proceeds of Indebtedness (other than

Indebtedness under any revolving credit facility), the aggregate amount of all optional prepayments,

repurchases and redemptions of Indebtedness (other than (x) the Loans and (y) in respect of any revolving

credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder)

made during the Excess Cash Flow Period,

(ix)the aggregate net amount of non-cash gains on the Disposition of

property by the Borrower and the Restricted Subsidiaries during such Excess Cash Flow Period (other

than sales of inventory in the ordinary course of business), to the extent included in arriving at such

Consolidated Net Income,

(x)to the extent not funded with proceeds of Indebtedness (other than

Indebtedness under any revolving credit facility), the aggregate amount of all Restricted Payments made

in cash (other than such Restricted Payments made to the Borrower or any Restricted Subsidiary), during

such Excess Cash Flow Period,

(xi)any cash payments that are made during such Excess Cash Flow Period

and have the effect of reducing an accrued liability that was not accrued during such period,

(xii)the amount of Taxes paid in cash during such Excess Cash Flow Period

to the extent they exceed the amount of Tax expense deducted in determining Consolidated Net Income

for such period,

(xiii)to the extent not deducted in determining Consolidated Net Income for

such period, any amounts paid by the Restricted Subsidiaries during such period that are reimbursable by

the seller, or other unrelated third party, in connection with a Permitted Acquisition or other permitted

Investments (provided that once so reimbursed, such amounts shall increase Excess Cash Flow for the

period in which received),

(xiv)the aggregate amount of any premium, make-whole or penalty payments

actually paid in cash by the Borrower and any Restricted Subsidiary during such period that are required

to be made in connection with any prepayment or satisfaction and discharge of Indebtedness,

(xv)cash expenditures in respect of Swap Agreements during such Excess

Cash Flow Period to the extent not deducted in arriving at such Consolidated Net Income,

(xvi)the amount of cash payments made in respect of pensions and other post-

employment benefits in such period to the extent not deducted in arriving at such Consolidated Net

Income,

(xvii)the amount of Cash Equivalents subject to cash collateral or other deposit

arrangements made with respect to Letters of Credit or Swap Agreements; provided that if such Cash

Equivalents cease to be subject to those arrangements, such amount shall be added back to Excess Cash

Flow for the subsequent Excess Cash Flow Period when such arrangements cease,

(xviii)a reserve established by the Borrower or any Restricted Subsidiary in

good faith in respect of deferred revenue that any Group Member generated during such Excess Cash

Flow Period; provided that, to the extent all or any portion of such deferred revenue is not returned to

customers during the immediately succeeding Excess Cash Flow Period or otherwise included in the

Consolidated Net Income in the immediately subsequent year, such deferred revenue shall be added back

to Excess Cash Flow for such subsequent Excess Cash Flow Period,

(xix)to the extent not funded with the proceeds of Indebtedness (other than

Indebtedness under any revolving credit facility), cash payments by the Borrower and the Restricted

Subsidiaries in respect of long-term liabilities to the extent not deducted in arriving at such Consolidated

Net Income; provided that no such payments are with respect to long-term liabilities with an Affiliate of

the Borrower (or are guaranteed by an Affiliate of the Borrower), and

(xx)amounts added to Consolidated Net Income pursuant to clauses (1), (3),

(4), (11), (17) and (18) of the definition of “Consolidated Net Income.”

“Excess Cash Flow Application Date”: as defined in Section 2.11(b).

“Excess Cash Flow Period”: each fiscal year of the Borrower beginning with the fiscal year

ending December 31, 2021.

“Exchange Act”: the Securities Exchange Act of 1934, as amended from time to time, and any

successor statute.

“Exchange Rate”: on any day, for purposes of determining the Dollar Equivalent of any currency

other than Dollars, the rate at which such other currency may be exchanged into Dollars at the time of

determination on such day on the Reuters WRLD Page for such currency. In the event that such rate does

not appear on any Reuters WRLD Page, the Exchange Rate shall be determined by reference to such other

publicly available service for displaying exchange rates as may be agreed upon by the Administrative

Agent and the Borrower, or, in the absence of such an agreement, such Exchange Rate shall instead be the

arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its

foreign currency exchange operations in respect of such currency are then being conducted, at or about

such time as the Administrative Agent shall elect after determining that such rates shall be the basis for

determining the Exchange Rate, on such date for the purchase of Dollars for delivery two (2) Business

Days later, provided that if at the time of any such determination, for any reason, no such spot rate is

being quoted, the Administrative Agent may use any reasonable method it deems appropriate to

determine such rate, and such determination shall be conclusive absent manifest error.

“Excluded Assets”: shall mean, with respect to any Loan Party, (i) any fee-owned real property

not constituting Material Property and any leasehold interest in real property (it being understood there

will be no requirement to obtain any mortgages, deeds of trust, landlord waivers, estoppels or collateral

access letters), (ii) motor vehicles, aircraft and other assets subject to certificates of title, except to the

extent a security interest therein can be perfected by the filing of a UCC financing statement, (iii) letter of

credit rights (other than to the extent consisting of supporting obligations with respect to other collateral

to the extent a security interest therein can be perfected by the filing of a UCC financing statement) and

commercial tort claims with a value of less than $10,000,00040,000,000, (iv) any governmental licenses

or state or local franchises, charters and authorizations, to the extent security interests in such licenses,

franchises, charters or authorizations are prohibited or restricted thereby after giving effect to the

applicable anti-assignment provisions of the UCC or other applicable law, (v) pledges and security

interests prohibited or restricted by applicable law, rule or regulation (including any requirement

thereunder to obtain the consent of any governmental or regulatory authority) after giving effect to the

applicable anti-assignment provisions of the UCC or other applicable law, (vi) (A) Margin Stock, (B)

Equity Interests in any Person that is not a wholly-owned Restricted Subsidiary, but only to the extent that

(x) the organizational documents or other agreements with other equity holders restrict or do not permit

the pledge of such Equity Interests or (y) the pledge of such Equity Interests (including any exercise of

remedies) would result in a change of control, repurchase obligation or any adverse regulatory

consequences to any of the Loan Parties or such Restricted Subsidiary, (C) Equity Interests in Captive

Insurance Subsidiaries, and (D) voting stock of any CFC or CFC Holdco in excess of 65% of the voting

stock of such CFC or CFC Holdco, (vii) any lease, license or agreement or any property subject to a

purchase money security interest, capital lease obligations or similar arrangement permitted under this

Agreement, in each case, to the extent that a grant of a security interest therein would violate or invalidate

such lease, license or agreement or purchase money or similar arrangement or create a right of termination

in favor of any other party thereto (other than a Loan Party or Restricted Subsidiary) after giving effect to

the applicable anti-assignment provisions of the UCC or other applicable law, other than proceeds and

receivables thereof, the assignment of which is expressly deemed effective under the Uniform

Commercial Code or other applicable law notwithstanding such prohibition, (viii) any intent-to-use

application trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege

Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the

grant of a security interest therein would impair the validity or enforceability of such intent-to-use

trademark application under applicable federal law, (ix) (A) payroll and other employee wage and benefit

accounts, (B) withholding tax accounts, including, without limitation, sales tax accounts, (C) escrow

accounts and (D) fiduciary or trust accounts, and, in the case of clauses (A) through (D), maintained for

the benefit of unaffiliated third parties and the funds or other property held in or maintained in such

account for such purposes, (x) assets in circumstances where the cost or burden of obtaining a security

interest in such assets would be excessive in light of the practical benefit to the Lenders afforded thereby

as reasonably determined between the Borrower and the Administrative Agent and (xi) any assets of the

UK Borrower; provided, however, that Excluded Assets shall not include any proceeds, substitutions or

replacements of any Excluded Assets referred to in clause (i) through (xi) (unless such proceeds,

substitutions or replacements would constitute Excluded Assets referred to in clauses (i) through (xi)).

“Excluded Contributions”: the net cash proceeds and Cash Equivalents or Fair Market Value of

assets or property received by or contributed to the Borrower or any Restricted Subsidiary after the

Closing Date (other than (i) such amounts provided by or contributed to the Borrower or any Restricted

Subsidiary from or by any Restricted Subsidiary and (ii) Permitted Cure Securities) from:

(a)contributions to its common or preferred equity capital, and

(b)the sale (other than to the Borrower or a Restricted Subsidiary or management

equity plan or stock option plan or any other management or employee benefit plan or agreement) of

Capital Stock (other than Refunding Capital Stock, Disqualified Stock and Designated Preferred Stock) of

the Borrower or any direct or indirect parent, in each case of clauses (a) and (b) designated by the

Borrower as an Excluded Contribution, the proceeds of which are excluded from the calculation set forth

in clause (C) of the definition of “Available Amount.”

“Excluded ECP Guarantor”: in respect of any Swap Obligation, any Loan Party that is not a

Qualified ECP Guarantor at the time such Swap Obligation is Incurred.

“Excluded Subsidiary”: any Subsidiary of the Borrower that is, at any time of determination,

(i) not a Wholly Owned Subsidiary, provided that such Subsidiary shall cease to be an Excluded

Subsidiary at the time such Subsidiary becomes a Wholly Owned Subsidiary, (ii) a special purpose

securitization vehicle (or similar entity), including any Receivables Subsidiary created pursuant to a

transaction permitted under this Agreement, in each case reasonably satisfactory to the Administrative

Agent, (iii) [reserved], (iv) a not-for-profit Subsidiary, (v) a Captive Insurance Subsidiary, (vi) a CFC,

(vii) a CFC Holdco, (viii) a Subsidiary of a CFC, (ix) an Unrestricted Subsidiary, (x) any Foreign

Subsidiary, (xi) any Immaterial Subsidiary (provided that, in the absence of any other applicable

limitation, such Subsidiary shall cease to be an Excluded Subsidiary at the time such Subsidiary is no

longer an Immaterial Subsidiary), (xii) for which the granting of a pledge or security interest would be

prohibited or restricted by applicable law whether on the Closing Date or thereafter or by contract existing

on the Closing Date, or, if such Subsidiary is acquired after the Closing Date, by contract existing when

such Subsidiary is acquired (so long as such prohibition is not created in contemplation of such

acquisition), including any requirement to obtain the consent of any Governmental Authority or third

party pursuant to such contract (unless such consent has been obtained), (xiii) [reserved] or (xiv) for

which the cost of providing a Guarantee is excessive in relation to the value afforded thereby (as

reasonably agreed by the Borrower and the Administrative Agent); provided that, notwithstanding the

foregoing, the Borrower may designate any U.S. Subsidiary that is an Excluded Subsidiary as a Guarantor

and may designate, with the consent of the Administrative Agent any Foreign Subsidiary that is an

Excluded Subsidiary as a Guarantor, by causing such Subsidiary to execute a Guarantor Joinder

Agreement, whereupon such Subsidiary shall cease to constitute an Excluded Subsidiary and such

Subsidiary and the Loan Party that holds the Equity Interests of such Subsidiary shall in connection

therewith comply with the provisions of Section 6.9(c) and may, thereafter, re-designate such Subsidiary

as an Excluded Subsidiary (so long as such Subsidiary otherwise then qualified as an Excluded

Subsidiary), upon which re-designation such Subsidiary shall automatically be released from its

Guarantee in accordance with Section 8.9.

“Excluded Swap Obligation”: any obligation (a “Swap Obligation”) of any Excluded ECP

Guarantor to pay or perform under any agreement, contract or transaction that constitutes a “swap” within

the meaning of Section 1a(47) of the Commodity Exchange Act, if, and to the extent that, all or a portion

of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such

Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or

any rule, regulation or order of the Commodity Futures Trading Commission (or the application or

official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason not to constitute

an “eligible contract participant” as defined in the Commodity Exchange Act.

“Excluded Taxes”: any of the following Taxes imposed on or with respect to a Recipient or

required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by

net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed

as a result of such Recipient being organized under the laws of, or having its principal office or, in the

case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any

political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S.

federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect

to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i)

such Lender acquires such interest in the applicable Commitment or, to the extent a Lender acquires an

interest in a Loan not funded pursuant to a prior Commitment, acquires such interest in such Loan (other

than pursuant to an assignment request by the Borrower under Section 2.23) or (ii) such Lender changes

its lending office, except in each case to the extent that, pursuant to Section 2.19, amounts with respect to

such Taxes were payable either to such Lender’s assignor immediately before such Lender became a

party hereto or to such Lender immediately before it changed its lending office, (c) with respect to a Loan

or Commitment extended to the UK Borrower, United Kingdom withholding Taxes if, on the date on

which the payment falls due, the payment could have been made to the relevant Lender without a Tax

Deduction if the Lender had been a UK Qualifying Lender, but on that date, that Lender is not or has

ceased to be a UK Qualifying Lender other than as a result of any change after the Sixth Amendment

Effective Date or (if later) the date it became a Lender under this Agreement in (or in the interpretation,

administration, or application of) any law or UK Treaty or any published practice or published concession

of any relevant Governmental Authority other than a change in a Relevant Covered Tax Agreement (or

the interpretation, administration or application of a Relevant Covered Tax Agreement) that occurs

pursuant to the MLI and in accordance with MLI Reservations or MLI Notifications made by (on the one

hand) the MLI Lender Jurisdiction and (on the other hand) the United Kingdom, where each relevant MLI

Reservation or MLI Notification satisfies the MLI Disclosure Condition, (d) Taxes attributable to such

Recipient’s failure to comply with paragraph (e) or (f) of Section 2.19 (as applicable) and (e) any

withholding Taxes imposed under FATCA.

“Existing Debt Release/Repayment”: collectively, the repayment in full of, termination of

commitments and release of any security interests and guarantees with respect to (x) that certain Fourth

Amended and Restated Credit Agreement dated as of August 29, 2018, among, inter alia, the Company,

the lenders party thereto and Bank of Montreal, as administrative agent and security trustee, and (y) the

loan agreement of All Risks with BB&T, as lender.

“Existing Letters of Credit”: each Letter of Credit listed on Schedule 1.1B.

“Existing Preferred Equity”: preferred equity issued by the Borrower on terms described to the

Administrative Agent prior to the Closing Date and any substantially similar equity issued by the

Borrower or any direct or indirect parent of the Borrower in exchange therefor or in connection with a

restructuring of the capital structure of the Borrower.

“Existing Swap Agreement”: each Swap Agreement listed on Schedule 1.1G.

“Existing Term Loans”: as defined in Section 2.25(a)(vii).

“Extended Revolving Commitments”: one or more Classes of extended Revolving Commitments

that result from a Permitted Amendment.

“Extended Revolving Loans”: the Revolving Loans made pursuant to any Extended Revolving

Commitment or otherwise extended pursuant to a Permitted Amendment.

“Extended Term Loans”: one or more classes of extended Term Loans that result from a

Permitted Amendment.

“Facility”: (a) any Term Facility and (b) any Revolving Facility, as the context may require.

“Fair Market Value”: with respect to any Investment, asset, property or transaction, the price

which could be negotiated in an arm’s length, free market transaction, for cash, between a willing seller

and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the

transaction (as determined in good faith by the Borrower).

“FATCA”: Sections 1471 through 1474 of the Code as in existence on the Closing Date (and any

amended or successor versions of such provisions to the extent such versions are substantively

comparable and not materially more onerous to comply with), any current or future U.S. Treasury

regulations thereunder and official interpretations thereof, any agreements entered into pursuant to

Section 1471(b)(1) of the Code and any fiscal, tax or regulatory legislation, rules or practices adopted

pursuant to any intergovernmental agreement, law, treaty or convention entered into in connection with

the implementation of such Sections of the Code and/or U.S. Treasury regulations thereunder.

“Federal Funds Rate”: for any day, the rate calculated by the NYFRB based on such day’s

federal funds transactions by depositary institutions, as determined in such manner as shall be set forth on

the Federal Reserve Bank of New York’s Website from time to time, and published on the next

succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal

Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for the

purposes of this Agreement.

“Federal Reserve Bank of New York’s Website”: the website of the NYFRB at http://

www.newyorkfed.org, or any successor source.

“Fee Letter”: the amended and restated Fee Letter, dated July 10, 2020, among the Buyer, the

Joint Lead Arrangers and the other parties thereto, as amended, restated, modified or supplemented from

time to time in accordance with the terms thereof.

“Fee Payment Date”: (a) the fifteenth day following the last Business Day of each March, June,

September and December (commencing on September 30, 2020), (b) the Revolving Termination Date and

“Fifth Amendment”: that certain Fifth Amendment to Credit Agreement, dated as of the Fifth

Amendment Effective Date, by and among the Borrower, the other Loan Parties party thereto, the

Administrative Agent and the Lenders party thereto.

“Fifth Amendment Arranger”: as defined in the Fifth Amendment.

“Fifth Amendment Effective Date”: January 19, 2024

“Financial Compliance Date”: any date on which the aggregate Outstanding Amount of all

Revolving Loans and undrawn L/C Obligations (excluding (i) Collateralized Letters of Credit and (ii)

non-Collateralized Letters of Credit and undrawn L/C Obligations in an amount up to $15,000,000)

exceeds 35% of the Revolving Commitments as of such date.

“Financial Covenant Event of Default”: as defined in Section 9.2(b).

“Financial Definitions”: the definitions of Consolidated Interest Expense, Consolidated Net

Income, Total First Lien Net Leverage Ratio, Total Net Leverage Ratio, Total Secured Net Leverage

Ratio, Consolidated Total Indebtedness, Consolidated EBITDA, Fixed ChargeInterest Coverage Ratio,

FixedInterest Charges and Net Income, and any defined term or section reference included in such

definitions.

“First Lien Obligations”: any Indebtedness that is secured on a pari passu basis with the Liens

that secure the Initial Term Loans, the Revolving Loans (if any) and the Revolving Commitments (or any

refinancing of the Initial Term Loans, Revolving Loans (if any) or Revolving Commitments with loans or

commitments having the same Lien priority as the Initial Term Loans, Revolving Loans (if any) or

Revolving Commitments, as applicable, prior to such refinancing). For the avoidance of doubt, “First

Lien Obligations” shall include the Initial Term Loans, Revolving Loans (if any) or Revolving

Commitments (or the loans or commitments that Refinance the Initial Term Loans, Revolving Loans (if

any) or Revolving Commitments).

“First Priority Refinancing Revolving Facility”: as defined in the definition of “Permitted First

Priority Refinancing Debt.”

“First Priority Refinancing Term Facility”: as defined in the definition of “Permitted First

Priority Refinancing Debt.”

“Fixed Amounts”: as defined in Section 1.5.

“Fixed Charge Coverage Ratio”: for any period, the ratio of Consolidated EBITDA for such

period to the Fixed Charges for such period. In the event that the Borrower or any of the Restricted

Subsidiaries Incurs, assumes, guarantees, redeems (or gives irrevocable notice of redemption for), retires

or extinguishes any Indebtedness (other than in the case of revolving advances under any Qualified

Receivables Financing in which case interest expense shall be computed based upon the average daily

balance of such Indebtedness during the applicable period) or issues or redeems (or gives irrevocable

notice of redemption for) Disqualified Stock or Preferred Stock subsequent to the commencement of the

period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with

the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge

Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro

forma effect to such Incurrence, assumption, guarantee, redemption (including as contemplated by any

such irrevocable notice of redemption), retirement or extinguishment of Indebtedness, or such issuance or

redemption (including as contemplated by any such irrevocable notice of redemption) of Disqualified

Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter

period.

For purposes of making the computation referred to above, Investments (including any

designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary), acquisitions,

dispositions, mergers (including the Transactions), consolidations and disposed or discontinued

operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a

business, and Operational Changes that the Borrower or any of the Restricted Subsidiaries has both

determined to make and made after the Closing Date and during the four-quarter reference period or

subsequent to such reference period and on or prior to or substantially simultaneously with the

Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a Pro

Forma Basis assuming that all such Investments, acquisitions, dispositions, mergers (including the

Transactions), consolidations, Operational Changes and discontinued operations (and the change of any

associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had

occurred on the first day of the four-quarter reference period. If, since the beginning of such period, any

Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any

Restricted Subsidiary since the beginning of such period shall have made or effected any Investment,

acquisition, disposition, merger, consolidation or discontinued operation, in each case with respect to an

operating unit of a business, or Operational Changes that would have required adjustment pursuant to this

definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for

such period as if such Investment, acquisition, disposition, merger, consolidation, discontinued operation

or Operational Changes had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to any pro forma event,

the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of

the Borrower to the extent identifiable and supportable. Any such pro forma calculation may include,

without duplication, adjustments appropriate to reflect cost savings, operating expense reductions,

restructuring charges and expenses and synergies reasonably expected to result from the applicable event

to the extent set forth in the definition of “Consolidated EBITDA”.

If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the

interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage

Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging

Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed

to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the

Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with

GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a

revolving credit facility computed on a pro forma basis shall be computed based upon the average daily

balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally

be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank

offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none,

then based upon such optional rate chosen as the Borrower may designate. In connection with any

Limited Condition Transaction, the Borrower may determine baskets and ratios in accordance with

Section 1.4.

“Fixed Charges”: with respect to the Borrower and the Restricted Subsidiaries for any period, the

sum of:

(1)Consolidated Interest Expense paid in cash during such period; and

(2)all cash dividend payments (excluding items eliminated in consolidation) on any series of

Preferred Stock or Disqualified Stock of the Borrower and the Restricted Subsidiaries;

provided, however, that, notwithstanding the foregoing, any charges arising from (i) the application of

Accounting Standards Codification Topic 480-10-25-4 “Distinguishing Liabilities from Equity—Overall

—Recognition” to any series of Preferred Stock other than Disqualified Stock or (ii) the application of

Accounting Standards Codification Topic 470-20 “Debt—Debt with Conversion Options—Recognition,”

in each case, shall be disregarded in the calculation of Fixed Charges; provided, further, that the

Borrower’s ratable portion of Fixed Charges attributable to Ryan Re shall be included as Fixed Charges.

“Flood Insurance Laws”: collectively, (i) the National Flood Insurance Reform Act of 1994

(which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster

Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood

Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the

Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute

thereto.

“Foreign Benefit Plan Event”: with respect to any Foreign Plan, (a) the existence of unfunded

liabilities in excess of the amount permitted under any applicable law, or in excess of the amount that

would be permitted absent a waiver from a Governmental Authority, (b) the failure to make the required

contributions or payments, under any applicable law or the terms of the Foreign Plan, on or before the due

date for such contributions or payments, (c) the receipt of a notice by a Governmental Authority relating

to the intention to terminate any such Foreign Plan or to appoint a trustee or similar official to administer

any such Foreign Plan, (d) the incurrence of any liability by a Loan Party or any of Subsidiary of a Loan

Party on account of the complete or partial termination of such Foreign Plan or the complete or partial

withdrawal of any participating employer therein, (e) the occurrence of any transaction that could result in

a Loan Party or any Subsidiary of a Loan Party incurring, or the imposition on a Loan Party or any

Subsidiary of a Loan Party of, any fine, excise tax or penalty resulting from any noncompliance with

applicable law or (f) any other event or condition with respect to a Foreign Plan that is not in compliance

with applicable law that could result in liability of a Loan Party or any Subsidiary of a Loan Party.

“Foreign Plan”: any pension plan, employee benefit plan, fund or other similar program

established, maintained or contributed to by a Loan Party or any Subsidiary of a Loan Party primarily for

the benefit of individuals residing outside the United States (other than plans, funds or similar programs

that are sponsored, maintained or administered by a Governmental Authority), and which is not subject to

ERISA or the Code.

“Foreign Subsidiary”: any Subsidiary of the Borrower that is not a U.S. Subsidiary.

“Forgivable Loans”: any (i) loans to officers, employees, directors or consultants of the Borrower

or any direct or indirect parent of the Borrower that are made in the ordinary course of business and (ii)

loans given in connection with hiring and expansion activities of the Borrower or a Restricted Subsidiary

in the ordinary course of business.

“Funded Debt”: as to any Person, all Indebtedness described in clauses (a)(i), (a)(ii) (excluding,

for the avoidance of doubt, surety bonds, performance bonds and similar instruments) and (a)(iv) of the

definition of “Indebtedness” of such Person that matures more than one year from the date of its creation

or matures within one year from such date but is renewable or extendible, at the option of such Person, to

a date more than one year from such date or arises under a revolving credit or similar agreement that

obligates the lender or lenders to extend credit during a period of more than one year from such date,

including all current maturities and current sinking fund payments in respect of such Indebtedness

whether or not required to be paid within one year from the date of its creation and, in the case of the

Borrower, Indebtedness in respect of the Loans.

“Funding Default”: as defined in Section 2.17(d).

“Funding Obligations” as defined in the definition of “Defaulting Lender.”

“GAAP”: generally accepted accounting principles in the United States of America that are in as

in effect from time to time (for all other purposes of this Agreement); provided that any leases which

would have been classified as operating leases in accordance with GAAP prior to December 31, 2018

(whether or not such operating lease obligations were in effect on such date) shall be classified as

operating leases for the purposes of this Agreement regardless of any change in or application of GAAP

following such date pursuant to ASC 842 or otherwise that would require such leases (on a prospective or

retroactive basis or otherwise) to be treated as capital leases.

“General Investment Basket” as defined in clause (9) of the definition of “Permitted

Investments”.

“General RDP Basket” as defined in Section 7.3(d)(iv).

“General RP Basket” as defined in Section 7.3(b)(x).

“Global Intercompany Note”: a note substantially in the form of Exhibit J.

“Governmental Approval”: any consent, authorization, approval, order, license, franchise,

permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or

in respect of, any Governmental Authority.

“Governmental Authority”: any nation, or any political subdivision thereof, whether state or

local, and any agency, authority, instrumentality, regulatory body, court, central bank, administrative

tribunal or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative

powers or functions of or pertaining to government (including any supra-national bodies exercising such

powers or functions, such as the European Union or the European Central Bank) and any group or body

charged with setting financial accounting or regulatory capital rules or standards (including the Financial

Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking

Supervision or any successor or similar authority to any of the foregoing).

“Group Members”: the collective reference to the Borrower and its Restricted Subsidiaries.

“guarantee”: as to any Person, a guarantee (other than by endorsement of negotiable instruments

for collection in the ordinary course of business), direct or indirect, in any manner (including letters of

credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness of another

Person.

“Guarantee”: as defined in Section 8.2(b).

“Guarantee Obligation”: as to any Person (the “guaranteeing person”), any obligation, including

a reimbursement, counterindemnity or similar obligation, of the guaranteeing person that guarantees or in

effect guarantees, or which is given to induce the creation of a separate obligation by another Person

(including any bank under any letter of credit) that guarantees or in effect guarantees, any Indebtedness

(the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether

directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent,

(a) to purchase any such primary obligation or any property constituting direct or indirect security

therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or

(ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net

worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the

purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make

payment of such primary obligation or (d) otherwise to assure or hold harmless the owner of any such

primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation

shall not include endorsements of instruments for deposit or collection in the ordinary course of business.

The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of

(a) an amount equal to the stated or determinable amount of the primary obligation in respect of which

such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person

may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such

primary obligation and the maximum amount for which such guaranteeing person may be liable are not

stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing

person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in

good faith.

“Guarantor Joinder Agreement”: an agreement substantially in the form of Exhibit G, or such

other form as the Administrative Agent and Borrower may agree.

“Guarantor Obligations”: as defined in Section 8.1.

“Guarantors”: the collective reference to each Restricted Subsidiary that executes this Agreement

as a “Guarantor” and each Restricted Subsidiary that executes a Guarantor Joinder Agreement (except to

the extent released in accordance with this Agreement); provided, however, that the Guarantors shall not

include any Excluded Subsidiary unless designated by the Borrower pursuant to the proviso in the

definition of “Excluded Subsidiary”.

“Hedging Obligations”: with respect to any Person, the obligations of such Person under Swap

Agreements.

“Honor Date”: as defined in Section 3.5.

“ICS” as defined in the recitals hereto.

“Immaterial Subsidiary”: each Subsidiary which, as of the most recently ended Test Period,

contributed 5.0% or less of Consolidated EBITDA for such period; provided that, if, as of the most

recently ended Test Period, the aggregate amount of Consolidated EBITDA attributable to all Subsidiaries

that are Immaterial Subsidiaries exceeds 10% of Consolidated EBITDA for any such period, the

Borrower shall designate sufficient Subsidiaries to eliminate such excess, and such designated

Subsidiaries shall no longer constitute Immaterial Subsidiaries under this Agreement.

“Incremental Amendment”: as defined in Section 2.25(c).

“Incremental Arranger”: as defined in Section 2.25(a).

“Incremental Facility”: any Class of Incremental Term Commitments or Revolving Commitment

Increases and the extensions of credit made thereunder, as the context may require.

“Incremental Facility Closing Date”: as defined in Section 2.25(c).

“Incremental Loan”: any Class of Incremental Term Loans or Incremental Revolving Loans, as

the context may require.

“Incremental Revolving Lender”: as defined in Section 2.25(a).

“Incremental Revolving Loans”: as defined in Section 2.25(a).

“Incremental Term Commitments”: as defined in Section 2.25(a).

“Incremental Term Lender”: as defined in Section 2.25(a).

“Incremental Term Loan Maturity Date”: the date on which an Incremental Term Loan matures

as set forth in the Incremental Amendment relating to such Incremental Term Loan.

“Incremental Term Loans”: as defined in Section 2.25(a).

“Incremental Term Percentage”: as to any Incremental Term Lender at any time, the percentage

which such Lender’s Incremental Term Commitments then constitutes of the aggregate Incremental Term

Commitments then outstanding.

“Incremental Yield Differential”: as defined in Section 2.25(a)(vii).

“Incur”: with respect to any Indebtedness, issue, assume, guarantee, incur or otherwise become

liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such

person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be

deemed to be Incurred by such Person at the time it becomes a Subsidiary.

“Incurrence-Based Amounts”: as defined in Section 1.5.

“Indebtedness”: with respect to any Person:

(a)the principal and premium (if any) of any Indebtedness of such Person, whether

or not contingent, (i) in respect of borrowed money, (ii) evidenced by bonds, notes, debentures or similar

instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement

agreements in respect thereof), (iii) representing the deferred and unpaid purchase price of any property,

asset or business, except (x) any such balance that constitutes a trade payable, accrued expense or similar

obligation to a trade creditor and (y) any acquisition earn-out obligations, (iv) in respect of Capitalized

Lease Obligations or purchase money debt or (v) representing any Hedging Obligations, other than

Hedging Obligations that are incurred in the normal course of business and not for speculative purposes,

and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of

fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees,

indemnities and compensation payable thereunder, if and to the extent that any of the foregoing

Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability on a

balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP,

provided that Indebtedness of any direct or indirect parent of the Borrower appearing upon the balance

sheet of the Borrower solely by reason of push-down accounting under GAAP shall be excluded;

(b)to the extent not otherwise included, any obligation of such Person to be liable

for, or to pay, as obligor, guarantor or otherwise, on the obligations described in clause (a) of another

Person (other than by endorsement of negotiable instruments for collection in the ordinary course of

business); and

(c)to the extent not otherwise included, obligations described in clause (a) of

another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is

assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of

(i) the Fair Market Value of such asset at such date of determination, and (ii) the amount of such

Indebtedness of such other Person;

provided that (a) Contingent Obligations Incurred in the ordinary course of business, (b) obligations under

or in respect of Receivables Financings, (c) Obligations associated with other post-employment benefits

and pension plans, workers’ compensation claims, deferred compensation or employee or director equity

plans, social security or wage taxes, (d) [reserved], (e) in connection with the purchase by the Borrower or

any Restricted Subsidiary of any business, post-closing payment adjustments to which the seller may be

entitled to the extent such payment is determined by a final closing balance sheet or such payment

depends on the performance of such business after the closing until thirty (30) days after any such

obligation becomes contractually due and payable, (f) deferred or prepaid revenues, (g) any Capital Stock

(other than Disqualified Stock), (h) purchase price holdbacks in respect of a portion of the purchase price

of an asset to satisfy warranty or other unperformed obligations of the respective seller, (i) premiums

payable to, and advance commissions or claims payments from, insurance companies, (j) earn-out or

similar obligations, (k) intercompany indebtedness made in the ordinary course of business and having a

term not exceeding 364 days, (l) deferred compensation to employees of the Borrower and its Subsidiaries

incurred in the ordinary course of business, and (m) obligations, to the extent such obligations would

otherwise constitute Indebtedness, under any agreement that have been defeased or satisfied and

discharged pursuant to the terms of such agreement shall in each case not constitute Indebtedness.

“Indemnified Liabilities”: as defined in Section 11.5.

“Indemnified Taxes”: (a) Taxes, other than Excluded Taxes, imposed on or with respect to any

payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to

the extent not otherwise described in (a), Other Taxes.

“Indemnitee”: as defined in Section 11.5.

“Independent Financial Advisor”: an accounting, appraisal or investment banking firm or

consultant, in each case of nationally recognized standing that is, in the good faith determination of the

Borrower or its direct or indirect parent, qualified to perform the task for which it has been engaged.

“Initial Term Loan”: (i) a Term Loan made on the Closing Date pursuant to Section 2.1. and (ii) a

2024 Term Loan made on the Seventh Amendment Effective Date pursuant to Section 2.1

“Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent

within the meaning of Section 4245 of ERISA.

“Insolvent”: pertaining to a condition of Insolvency.

“Intellectual Property Security Agreements”: collectively, (a) each of the intellectual property

security agreements among the Loan Parties party thereto and the Administrative Agent, in each case

substantially in a form reasonably acceptable to the Administrative Agent and (b) each other intellectual

property security agreement or intellectual property security agreement supplement executed and

delivered pursuant to Section 6.9, Section 6.11, or Section 6.15, in each case as amended, restated,

supplemented, replaced or otherwise modified from time to time in accordance with its terms.

“Intercreditor Agreement”: (i) any intercreditor agreement executed in connection with any

transaction requiring such agreement to be executed pursuant to the terms hereof, among the

Administrative Agent, the Borrower, the Guarantors and one or more Senior Representatives in respect of

such Indebtedness or any other party, as the case may be, substantially on terms set forth on Exhibit D-2

(except to the extent otherwise reasonably agreed by the Borrower, the Administrative Agent and the

Required Lenders, which changes will be deemed approved by each Lender who has not objected within

five (5) Business Days following the posting thereof by the Administrative Agent to the Lenders (or such

other time as reasonably agreed by the Administrative Agent and the Borrower)) and such other terms that

are reasonably satisfactory to the Administrative Agent, in each case, as amended, restated, supplemented,

replaced or otherwise modified from time to time with the consent of the Administrative Agent (such

consent not be unreasonably withheld, conditioned or delayed) and (ii) an intercreditor agreement in form

and substance reasonably satisfactory to the Administrative Agent, (which intercreditor agreement will be

deemed approved by each Lender who has not objected within five (5) Business Days following the

posting thereof by the Administrative Agent to the Lenders (or such other time as reasonably agreed by

the Administrative Agent and the Borrower)), in each case as amended, restated, supplemented, replaced

or otherwise modified from time to time in accordance with its terms.

“Interest Coverage Ratio”: for any period, the ratio of Consolidated EBITDA for such period to

the Consolidated Interest Expense for such period. In the event that the Borrower or any of the Restricted

Subsidiaries Incurs, assumes, guarantees, redeems (or gives irrevocable notice of redemption for), retires

or extinguishes any Indebtedness (other than in the case of revolving advances under any Qualified

Receivables Financing in which case interest expense shall be computed based upon the average daily

balance of such Indebtedness during the applicable period) subsequent to the commencement of the

period for which the Interest Coverage Ratio is being calculated but prior to or simultaneously with the

event for which the calculation of the Interest Coverage Ratio is made (the “Interest Coverage Ratio

Calculation Date”), then the Interest Coverage Ratio shall be calculated giving pro forma effect to such

Incurrence, assumption, guarantee, redemption (including as contemplated by any such irrevocable notice

of redemption), retirement or extinguishment of Indebtedness, as if the same had occurred at the

beginning of the applicable four-quarter period.