8-K
RYAN SPECIALTY HOLDINGS, INC. (RYAN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 10, 2026
____________________
RYAN SPECIALTY HOLDINGS, INC.
(Exact name of Registrant as Specified in Its Charter)
____________________
| Delaware | 001-40645 | 86-2526344 |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 155 North Wacker Drive, Suite 4000 | ||
| Chicago, Illinois | 60606 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: 312 784-6001
(Former Name or Former Address, if Changed Since Last Report)
____________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock, $0.001 par value | RYAN | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act
of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
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. o
Item 2.02 Results of Operations and Financial Condition.
On February 12, 2026, Ryan Specialty Holdings, Inc. (the “Company”) issued a press release announcing its results of
operations for the fourth quarter ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto
and is incorporated herein by reference.
The information furnished herewith pursuant to Item 2.02 of this Current Report, including Exhibit 99.1, shall not be
deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that section. The information in this current report shall not be incorporated by reference into any
registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly
set forth by specific reference in such filing.
Item 2.05 Costs Associated with Exit or Disposal Activities.
On February 10, 2026, the board of directors of the Company (the "Board") approved a three-year restructuring program
(the “Empower Program”), which will commence in the first quarter of 2026. The Empower Program is designed to
streamline the Company's brokerage, binding, and underwriting operations, optimize scale, accelerate data and technology
strategies, and enhance efficiencies across all of the Company's specialties. The Empower Program is expected to generate
approximately $80 million of annual savings in 2029. The Empower Program includes (i) Business Platform Optimization
and (ii) Compensation and Benefits. These actions are expected to be completed by the end of 2028.
The Company currently estimates that the Empower Program will result in cumulative pre-tax charges to its GAAP
financial results of approximately $160 million which are expected to be recorded as exit and disposal activities and are
broken down as follows:
| Program Activity | Charges | |
|---|---|---|
| Business Platform Optimization | $115 | million |
| Compensation and Benefits | 45 | million |
| Total | $160 | million |
The Company currently estimates that approximately 95% of the cumulative pre-tax charges relating to the Empower
Program will result in future cash expenditures.
Empower Program charges will be recognized as the costs are incurred over time in accordance with GAAP. The Company
will treat charges related to the Empower Program as special items impacting comparability of results in its earnings
disclosures.
The amounts and timing of all estimates are subject to change until finalized. The actual amounts and timing may vary
materially based on various factors. See “Cautionary Note Regarding Forward-Looking Statements” below.
Item 7.01 Regulation FD Disclosure.
The Company is announcing today that its Board has approved a share repurchase program that authorizes the Company to
repurchase up to $300 million of its outstanding Class A common stock. Share repurchases may be made from time to time
on the open market, in privately negotiated transactions, using Rule 10b5-1 trading plans, as accelerated share repurchases,
or in any other manner that complies with the applicable securities law. The timing of purchases and number of shares
repurchased under the program will depend upon a variety of factors including the Company’s stock price, trading volume,
working capital or other liquidity requirements, and market conditions. The Company is not obligated to purchase any
shares under the program and the program may be suspended or discontinued at any time without notice.
Item 8.01 Other Events.
On February 12, 2026, the Board declared a regular quarterly dividend of $0.13 per share on the outstanding Class A
common stock. The regular quarterly dividend will be payable on March 10, 2026, to stockholders of record as of the close
of business on February 24, 2026.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
The following exhibits are furnished herewith:
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press Release dated February 12, 2026 |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
Cautionary Note Regarding Forward-Looking Statements
This report 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
report, 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,
financial results, our plans, objectives for future operations, growth, or initiatives, and anticipated benefits relating to the
Empower Program and the amount and timing of delivery of annual benefits are forward-looking statements 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, These forward-looking statements are not guarantees of future performance
and involve risks, assumptions and uncertainties, including, but not limited to, those relating to whether the Company will
achieve the associated objectives with its Empower Program, whether the costs and charges associated with restructuring
initiatives will exceed current estimates and forecasts, its ability to realize expected benefits in the amounts and at the times
anticipated, changes in management’s assumptions, its ability to achieve anticipated financial results, risks associated with
acquisitions, divestitures, joint ventures and strategic investments, outcomes of legal and regulatory matters, and changes in
legislation or regulations. These and other risks, assumptions and uncertainties are described in Item 1A (Risk Factors) of
the Company’s most recent Annual Report on Form 10-K and in other documents that the Company files or furnishes with
the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such
forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date they are made. Except to the extent required by law, the Company does not
undertake, and expressly disclaims, any duty or obligation to update publicly any forward-looking statement after the date
of this report, whether as a result of new information, future events, changes in assumptions or otherwise.
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 hereunto duly authorized.
| RYAN SPECIALTY HOLDINGS, INC. (Registrant) | |||
|---|---|---|---|
| Date: | February 12, 2026 | By: | /s/ Janice M. Hamilton |
| Janice M. Hamilton<br><br>Executive Vice President and Chief Financial Officer |
RYAN-2025.12.31-EX 99.1
RYAN SPECIALTY REPORTS FOURTH QUARTER 2025 RESULTS
Total Revenue grew 13.2% year-over-year to $751.2 million -
Organic Revenue Growth Rate* of 6.6% year-over-year -
Net Income of $31.2 million, or $0.06 per diluted share -
Adjusted EBITDAC* grew 2.9% year-over-year to $222.3 million -
Adjusted Net Income increased 0.5% year-over-year to $124.0 million -
Adjusted Diluted Earnings Per Share was $0.45 per diluted share -
Company Announces $300 million Share Repurchase Authorization -
February 12, 2026 | CHICAGO, IL — Ryan Specialty Holdings, Inc. (NYSE: RYAN) (“Ryan Specialty” or the
“Company”), a leading international specialty insurance firm, today announced results for the fourth quarter
ended December 31, 2025.
Fourth Quarter 2025 Highlights
•Revenue grew 13.2% year-over-year to $751.2 million, compared to $663.5 million in the prior-year period
•Organic Revenue Growth Rate* was 6.6% for the quarter, compared to 11.0% in the prior-year period
•Net Income decreased 26.6% year-over-year to $31.2 million, compared to $42.6 million in the prior-year
period. Diluted Earnings per Share was $0.06
•Adjusted EBITDAC* increased 2.9% to $222.3 million, compared to $216.0 million in the prior-year period
•Adjusted EBITDAC Margin* of 29.6%, compared to 32.6% in the prior-year period
•Adjusted Net Income* increased 0.5% to $124.0 million, compared to $123.3 million in the prior-year
period
•Adjusted Diluted Earnings per Share* remained flat at $0.45, compared to the prior-year period
•Capital return to stockholders and LLC unit holders was $22.2 million of regular dividends and distributions
Full Year 2025 Highlights
•Revenue grew 21.3% year-over-year to $3,051.1 million, compared to $2,515.7 million in the prior year
•Organic Revenue Growth Rate* was 10.1% for the year, compared to 12.8% in the prior year
•Net Income decreased 6.9% year-over-year to $214.2 million, compared to $229.9 million in the prior year.
Diluted Earnings per Share was $0.47
•Adjusted EBITDAC* increased 19.2% to $966.7 million, compared to $811.2 million in the prior year
•Adjusted EBITDAC Margin* of 31.7%, compared to 32.2% in the prior year
•Adjusted Net Income* increased 11.1% to $548.2 million, compared to $493.5 million in the prior year
•Adjusted Diluted Earnings per Share* increased 9.5% to $1.96, compared to $1.79 in the prior year
•Capital return to stockholders and LLC unit holders was $88.1 million of regular dividends and distributions
2
“Overall, 2025 was a strong year for Ryan Specialty, particularly considering the significant headwinds the
industry faced,” said Patrick G. Ryan, Founder and Executive Chairman of Ryan Specialty. “For the year, we
grew total revenue 21%, supported by organic growth of 10.1% and strong contributions from M&A, which
added 10% to our top line. This marked our seventh consecutive year growing total revenue by 20% or more.
In addition, we grew Adjusted EBITDAC by 19.2% and Adjusted Diluted EPS by 9.5%. Along with our strong
results, we executed our M&A strategy by closing 5 high quality acquisitions, which will add over $125 million
in annualized revenue and further distinguish Ryan Specialty as an industry-leading international insurance
services firm. We have made substantial investments over the past few years in our delegated authority
specialties, as we continue to build an intentionally diversified platform, capable of powering through
transitioning markets. As we look ahead, we see clear opportunities to invest in our business, optimize our
operations, and equip our team with the most advanced tools to more efficiently deliver for our clients.
Reflective of our confidence in the near and long-term outlook of our business, the Board has authorized a
$300 million share repurchase program. We believe adding repurchases to our capital allocation toolkit is
aligned with our goal of enhanced shareholder returns over the near and long term.”
“Ryan Specialty once again led from the front in 2025. We marked our 15th consecutive year of double-digit
organic revenue growth, added top-tier talent through hiring and acquisitions, expanded our market share,
launched new innovative products and solutions, and produced exceptional results in the face of a rapidly
evolving insurance and macroeconomic environment,” added Timothy W. Turner, Chief Executive Officer of
Ryan Specialty. “We are off to a strong start in 2026, and believe we will continue to deliver industry-leading
organic growth for years to come.”
3
Summary of Fourth Quarter and Full Year 2025 Results
| Three Months Ended<br><br>December 31, | Year Ended<br><br>December 31, | |||||
|---|---|---|---|---|---|---|
| (in thousands, except percentages<br><br>and per share data) | 2025 | 2024 | % | 2025 | 2024 | % |
| GAAP financial measures | ||||||
| Total revenue | $751,213 | 663,529 | 13.2% | $3,051,126 | 2,515,710 | 21.3% |
| Net commissions and fees | 738,045 | 649,407 | 13.6 | 2,994,582 | 2,455,671 | 21.9 |
| Compensation and benefits | 447,402 | 410,252 | 9.1 | 1,803,397 | 1,591,077 | 13.3 |
| General and administrative | 122,754 | 104,532 | 17.4 | 453,452 | 352,050 | 28.8 |
| Total operating expenses | 659,651 | 554,211 | 19.0 | 2,557,486 | 2,087,898 | 22.5 |
| Operating income | 91,562 | 109,318 | (16.2) | 493,640 | 427,812 | 15.4 |
| Net income | 31,238 | 42,555 | (26.6) | 214,157 | 229,913 | (6.9) |
| Net income attributable to<br><br>Ryan Specialty Holdings, Inc. | 7,980 | 13,754 | (42.0) | 63,399 | 94,665 | (33.0) |
| Compensation and benefits<br><br>expense ratio (1) | 59.6% | 61.8% | 59.1% | 63.2% | ||
| General and administrative<br><br>expense ratio (2) | 16.3% | 15.8% | 14.9% | 14.0% | ||
| Net income margin (3) | 4.2% | 6.4% | 7.0% | 9.1% | ||
| Earnings per share (4) | $0.06 | 0.11 | $0.50 | 0.78 | ||
| Diluted earnings per share (4) | $0.06 | 0.10 | $0.47 | 0.71 | ||
| Non-GAAP financial measures* | ||||||
| Organic revenue growth rate | 6.6% | 11.0% | 10.1% | 12.8% | ||
| Adjusted compensation and<br><br>benefits expense | $423,941 | 369,250 | 14.8% | $1,692,000 | 1,426,674 | 18.6% |
| Adjusted compensation and<br><br>benefits expense ratio | 56.4% | 55.6% | 55.5% | 56.7% | ||
| Adjusted general and<br><br>administrative expense | $104,970 | 78,230 | 34.2% | $392,384 | 277,813 | 41.2% |
| Adjusted general and<br><br>administrative expense ratio | 14.0% | 11.8% | 12.9% | 11.0% | ||
| Adjusted EBITDAC | $222,302 | 216,049 | 2.9% | $966,742 | 811,223 | 19.2% |
| Adjusted EBITDAC margin | 29.6% | 32.6% | 31.7% | 32.2% | ||
| Adjusted net income | $123,994 | 123,317 | 0.5% | $548,219 | 493,521 | 11.1% |
| Adjusted net income margin | 16.5% | 18.6% | 18.0% | 19.6% | ||
| Adjusted diluted earnings per<br><br>share | $0.45 | 0.45 | —% | $1.96 | 1.79 | 9.5% |
All values are in US Dollars.
*For a definition and a reconciliation of Organic revenue growth rate, Adjusted compensation and benefits expense,
Adjusted compensation and benefits 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 to the most directly comparable GAAP measure, see “Non-GAAP
Financial Measures and Key Performance Indicators” below.
(1)Compensation and benefits expense ratio is defined as Compensation and benefits divided by Total revenue.
(2)General and administrative expense ratio is defined as General and administrative expense divided by Total
revenue.
(3)Net income margin is defined as Net income divided by Total revenue.
(4)See “Note 11, Earnings Per Share” of the annual consolidated financial statements.
4
Fourth Quarter 2025 Review*
Total revenue for the fourth quarter of 2025 was $751.2 million, an increase of 13.2% compared to $663.5
million in the prior-year period. This increase was primarily due to Organic revenue growth of 6.6%, driven by
new client wins and expanded relationships with existing clients, coupled with continued expansion of the E&S
market, revenue from acquisitions completed within the trailing twelve months ended December 31, 2025,
higher contingent commissions, and the impact of foreign exchange rates. We experienced growth across the
majority of our casualty lines, offset by a decline across our property portfolio.
Total operating expenses for the fourth quarter of 2025 were $659.7 million, a 19.0% increase compared to
the prior-year period. This increase was primarily due to higher Compensation and benefits expenses resulting
from higher compensation due to growth in headcount and revenue, partially offset by lower Acquisition-
related expenses, lower Acquisition-related long-term incentive compensation, and lower Restructuring and
related expenses due to the completion of the ACCELERATE 2025 program at the end of 2024. General and
administrative expense also increased compared to the prior-year period due to an increase in professional
services and IT charges associated with ongoing technology and data initiatives, as well as costs directly linked
to revenue growth, recruiter fees, and higher expenses to accommodate both organic and inorganic revenue
growth, partially offset by lower Restructuring and related expenses due to the completion of the ACCELERATE
2025 program at the end of 2024. Change in contingent consideration also increased compared to the prior
period.
Net income for the fourth quarter of 2025 decreased 26.6% to $31.2 million, compared to $42.6 million in the
prior-year period. The decrease was due to higher Total operating expenses and higher Interest expense, net,
partially offset by strong revenue growth and lower Income tax expense.
Adjusted EBITDAC for the fourth quarter of 2025 grew 2.9% to $222.3 million from $216.0 million in the prior-
year period. Adjusted EBITDAC margin for the quarter was 29.6%, compared to 32.6% in the prior-year period.
The increase in Adjusted EBITDAC was driven primarily by strong revenue growth, partially offset by higher
Adjusted compensation and benefits expense, as well as higher Adjusted general and administrative expense.
Adjusted net income for the fourth quarter of 2025 increased 0.5% to $124.0 million, compared $123.3 million
in the prior-year period. Adjusted net income margin for the fourth quarter of 2025 was 16.5%, compared to
18.6% in the prior-year period. Adjusted diluted earnings per share for the fourth quarter of 2025 remained
flat at $0.45, compared to $0.45 in the prior-year period.
*For the definition of each of the non-GAAP measures referred to above, as well as a reconciliation of such non-GAAP
measures to their most directly comparable GAAP measures, see “Non-GAAP Financial Measures and Key
Performance Indicators” below.
5
Fourth Quarter 2025 and Full Year Net Commissions and Fees by Specialty and Revenue by Type
Growth in Net commissions and fees in all specialties was primarily driven by solid organic growth.
| Three Months Ended December 31, | Period over Period | |||
|---|---|---|---|---|
| (in thousands, except percentages) | 2025 | 2024 | Change | |
| Wholesale Brokerage | 385,686 | 374,837 | $10,849 | 2.9% |
| Binding Authority | 84,045 | 74,617 | 9,428 | 12.6 |
| Underwriting Management | 268,314 | 199,953 | 68,361 | 34.2 |
| Total Net commissions and fees | 738,045 | 649,407 | $88,638 | 13.6% |
All values are in US Dollars.
| Year Ended December 31, | Period over Period | |||
|---|---|---|---|---|
| (in thousands, except percentages) | 2025 | 2024 | Change | |
| Wholesale Brokerage | 1,600,427 | 1,489,077 | $111,350 | 7.5% |
| Binding Authority | 370,155 | 320,379 | 49,776 | 15.5 |
| Underwriting Management | 1,024,000 | 646,215 | 377,785 | 58.5 |
| Total Net commissions and fees | 2,994,582 | 2,455,671 | $538,911 | 21.9% |
All values are in US Dollars.
The following tables sets forth our revenue by type of commission and fees:
| Three Months Ended December 31, | Period over Period | |||
|---|---|---|---|---|
| (in thousands, except percentages) | 2025 | 2024 | Change | |
| Net commissions and policy fees | 675,614 | 603,603 | $72,011 | 11.9% |
| Supplemental and contingent<br><br>commissions | 46,052 | 30,224 | 15,828 | 52.4 |
| Loss mitigation and other fees | 16,379 | 15,580 | 799 | 5.1 |
| Total Net commissions and fees | 738,045 | 649,407 | $88,638 | 13.6% |
All values are in US Dollars.
| Year Ended December 31, | Period over Period | |||
|---|---|---|---|---|
| (in thousands, except percentages) | 2025 | 2024 | Change | |
| Net commissions and policy fees | 2,759,597 | 2,310,384 | $449,213 | 19.4% |
| Supplemental and contingent<br><br>commissions | 149,237 | 88,842 | 60,395 | 68.0 |
| Loss mitigation and other fees | 85,748 | 56,445 | 29,303 | 51.9 |
| Total Net commissions and fees | 2,994,582 | 2,455,671 | $538,911 | 21.9% |
All values are in US Dollars.
6
Liquidity and Financial Condition
As of December 31, 2025, the Company had Cash and cash equivalents of $158.3 million and outstanding debt
principal of $3.4 billion.
Quarterly Dividend
On February 12, 2026, the Company’s board of directors (the “Board”) declared and increased the Company’s
regular quarterly dividend by 8.3% to $0.13 per share on the outstanding Class A common stock. The regular
quarterly dividend will be payable on March 10, 2026 to stockholders of record as of the close of business on
February 24, 2026. A portion of the dividend, $0.06 per share, will be funded by free cash flow from Ryan
Specialty, LLC and will be paid to all holders of the Company’s Class A common stock and the holders of the
LLC Common Units (as defined below).
Empower Program
In the first quarter of 2026 we are initiating a three-year restructuring program that will streamline our
brokerage, binding, and underwriting operations, optimize our scale, accelerate our data and technology
strategies, and enhance efficiencies across all of our specialties. The program is estimated to result in
approximately $160 million of cumulative one-time charges through 2028, and we expect it to generate
annual savings of approximately $80 million in 2029. Actions taken under the Empower Program are expected
to be completed by the end of 2028.
Full Year 2026 Outlook*
The Company is initiating its full year 2026 outlook for Organic Revenue Growth Rate and Adjusted EBITDAC
Margin as follows:
•We are guiding to an Organic Revenue Growth Rate in the high single digits for 2026
•We are guiding to an Adjusted EBITDAC Margin of flat to moderately down for 2026, as compared to
the prior year period
*For a definition of Organic revenue growth rate and Adjusted EBITDAC margin, see “Non-GAAP Financial Measures and
Key Performance Indicators” below.
Conference Call Information
Ryan Specialty will hold a conference call to discuss the financial results at 5:00pm Eastern Time on
February 12, 2026. Interested parties may access the conference call through the live webcast, which can be
accessed at https://ryan-specialty-q4-2025-earnings-call.open-exchange.net/registration or by visiting the
Company’s Investor Relations website. Please join the live webcast at least 10 minutes prior to the scheduled
start time.
A webcast replay of the call will be available on the Company’s website at ryanspecialty.com in its Investors
section for one year following the call.
About Ryan Specialty
Founded in 2010, Ryan Specialty (NYSE: RYAN) is a service provider of specialty products and solutions for
insurance brokers, agents, and carriers. Ryan Specialty provides distribution, underwriting, product
development, administration, and risk management services by acting as a wholesale broker and a managing
underwriter with delegated authority from insurance carriers. Our mission is to provide industry-leading
innovative specialty insurance solutions for insurance brokers, agents, and carriers. Learn more at
ryanspecialty.com.
7
Forward-Looking Statements
All statements in this release and in the corresponding earnings call that are not historical are “forward-
looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve
substantial risks and uncertainties. For example, all statements the Company makes relating to its estimated
and projected costs, expenditures, cash flows, growth rates and financial results, its plans, anticipated amount
and timing of cost savings relating to the restructuring plan, or its plans and objectives for future operations,
growth initiatives, or strategies and the statements under the caption “Full Year 2026 Outlook” are forward-
looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,”
“may,” “will,” “should,” “can have,” “likely” and variations of such words and similar expressions are intended
to identify such forward-looking statements. All forward-looking statements are subject to risks and
uncertainties, known and unknown, that may cause actual results to differ materially from those that the
Company expected. Specific factors that could cause such a difference include, but are not limited to, those
disclosed previously in the Company’s filings with the Securities and Exchange Commission (“SEC”).
For more detail on the risk factors that may affect the Company’s results, see the section entitled ‘‘Risk
Factors’’ in our most recent annual report on Form 10-K filed with the SEC, and in other documents filed with,
or furnished to, the SEC. Should one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such
forward-looking statements. Given these factors, as well as other variables that may affect the Company’s
operating results, you are cautioned not to place undue reliance on these forward-looking statements, not to
assume that past financial performance will be a reliable indicator of future performance, and not to use
historical trends to anticipate results or trends in future periods. The forward-looking statements included in
this press release and on the related earnings call relate only to events as of the date hereof. The Company
does not undertake, and expressly disclaims, any duty or obligation to update publicly any forward-looking
statement after the date of this release, whether as a result of new information, future events, changes in
assumptions, or otherwise.
Non-GAAP Financial Measures and Key Performance Indicators
In assessing the performance of the Company’s business, non-GAAP financial measures are used that are
derived from the Company’s consolidated financial information, but which are not presented in the Company’s
consolidated financial statements prepared in accordance with GAAP. The Company considers 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 the Company
believes are not representative of its core business. The Company uses the following non-GAAP measures for
business planning purposes, in measuring performance relative to that of its competitors, to help investors to
understand the nature of the Company’s growth, and to enable investors to evaluate the run-rate
performance of the Company. Non-GAAP financial measures should be viewed as supplementing, and not as
an alternative or substitute for, the consolidated financial statements prepared and presented in accordance
with GAAP. The footnotes to the reconciliation tables below should be read in conjunction with the audited
consolidated annual financial statements in the Company’s Annual Report on form 10-K filed with the SEC.
Industry peers may provide similar supplemental information but may not define similarly-named metrics in
the same way and may not make identical adjustments.
Organic revenue growth rate: Organic revenue growth rate represents the percentage change in Net
commissions and fees, as compared to the same period for the prior year, adjusted to eliminate revenue
attributable to acquisitions for the first twelve months of ownership, revenue attributable to sold businesses
for the subsequent twelve months after the sale, and other items such as contingent commissions and the
impact of changes in foreign exchange rates.
8
Adjusted compensation and benefits expense: Adjusted compensation and benefits expense is defined as
Compensation and benefits expense adjusted to reflect items such as (i) equity-based compensation, (ii)
acquisition and restructuring related compensation expenses, and (iii) other exceptional or non-recurring
compensation expenses, as applicable. The most directly comparable GAAP financial metric is Compensation
and benefits expense.
Adjusted general and administrative expense: Adjusted general and administrative expense is defined as
General and administrative expense adjusted to reflect items such as (i) acquisition and restructuring related
general and administrative expenses, and (ii) other exceptional or non-recurring general and administrative
expenses, as applicable. The most directly comparable GAAP financial metric is General and administrative
expense.
Adjusted compensation and benefits expense ratio: Adjusted compensation and benefits expense ratio is
defined as the Adjusted compensation and benefits expense as a percentage of Total revenue. The most
directly comparable GAAP financial metric is Compensation and benefits expense ratio.
Adjusted general and administrative expense ratio: Adjusted general and administrative expense ratio is
defined as the Adjusted general and administrative expense as a percentage of Total revenue. The most
directly comparable GAAP financial metric is General and administrative expense ratio.
Adjusted EBITDAC: We define Adjusted EBITDAC as Net income before Interest expense, net, Income tax
expense, Depreciation, Amortization, and Change in contingent consideration, adjusted to reflect items such
as (i) equity-based compensation, (ii) acquisition and restructuring related expenses, and (iii) other exceptional
or non-recurring items, as applicable.
Acquisition-related expense includes one-time diligence, transaction-related, and integration costs. For the
year ended December 31, 2024, Acquisition-related expense included a $4.5 million charge related to a deal-
contingent foreign exchange forward contract associated with the Castel acquisition. The remaining charges in
periods presented represent typical one-time diligence, transaction-related, and integration costs. Acquisition-
related long-term incentive compensation arises from long-term incentive plans associated with acquisitions.
These plans require service requirements, and in some cases performance targets, to be achieved in order to
be earned. Restructuring and related expense for the three months and year ended December 31, 2024,
consisted of compensation and benefits, occupancy, contractors, professional services, and license fees
related to the ACCELERATE 2025 program, which concluded at the end of 2024. The compensation and
benefits expense included severance as well as employment costs related to services rendered between the
notification and termination dates and other termination payments. Amortization and expense is composed of
charges related to discontinued prepaid incentive programs. For the three months ended December 31, 2025,
Other non-operating loss (income) consisted of $0.2 million of sublease income, $0.1 million of seller
reimbursement of acquisition-related retention incentives, and $0.1 million of forfeitures of vested equity
awards offset by $0.3 million of TRA contractual interest and related expenses. For the three months ended
December 31, 2024, Other non-operating loss (income) was composed of $3.2 million of income related to a
decrease in our blended state tax rates and foreign tax credit impact on the TRA remeasurement, and $0.1
million of sublease income offset by $0.2 million of TRA contractual interest and related expense. For the year
ended December 31, 2025, Other non-operating loss (income) consisted of $0.6 million of seller
reimbursement of acquisition-related retention incentives, $0.6 million of sublease income, and $0.4 million of
forfeitures of vested equity awards offset by $1.1 million of TRA contractual interest and related charges. For
the year ended December 31, 2024, Other non-operating loss consisted of $18.1 million of expense related to
Term Loan modifications and $1.3 million of TRA contractual interest and related charges offset by $3.4 million
of income related to a decrease in our blended state tax rates and foreign tax credit impact on the TRA
remeasurement and $0.5 million of sublease income. Equity-based compensation reflects non-cash equity-
based expense. IPO related expenses include compensation-related expense primarily related to the expense
for new awards issued at IPO as well as expense related to the revaluation of existing equity awards at IPO.
Total revenue less Adjusted compensation and benefits expense and Adjusted general and administrative
expense is equivalent to Adjusted EBITDAC. For a breakout of compensation and general and administrative
9
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: Adjusted EBITDAC margin is defined as Adjusted EBITDAC as a percentage of Total
revenue. The most comparable GAAP financial metric to Adjusted EBITDAC margin is Net income margin.
Adjusted net income: Adjusted net income is defined 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 our IPO, and certain exceptional
or non-recurring items. The Company will be subject to United States federal income taxes, in addition to
state, local, and foreign taxes, with respect to its allocable share of any net taxable income of Ryan Specialty,
LLC (together with its parent New Ryan Specialty, LLC and their subsidiaries, the “LLC”). For comparability
purposes, this calculation incorporates the impact of federal and state statutory tax rates on 100% of the
Company’s adjusted pre-tax income as if the Company owned 100% of Ryan Specialty, LLC. The most directly
comparable GAAP financial metric is Net income.
Adjusted net income margin: Adjusted net income margin is defined as Adjusted net income as a percentage
of Total revenue. The most directly comparable GAAP financial metric is Net income margin.
Adjusted diluted earnings per share: Adjusted diluted earnings per share is defined as Adjusted net income
divided by diluted shares outstanding after adjusting for the effect if 100% of the outstanding LLC Common
Units (“LLC Common Units”), together with the shares of Class B common stock, vested Class C Incentive Units,
vested but unexercised Options, and unvested equity awards were exchanged into shares of Class A common
stock as if 100% of unvested equity awards were vested. The most directly comparable GAAP financial metric
is Diluted earnings per share.
Credit Adjusted EBITDAC: Credit Adjusted EBITDAC is defined as Adjusted EBITDAC as further adjusted without
duplication for: acquired EBITDAC from the beginning of the applicable twelve month reference period
through the acquisition close date, certain annualized run rate expected cost savings and initiatives, and
certain other adjustments as permitted in calculating leverage ratios under our debt agreements. The
Company presents Credit Adjusted EBITDAC as an additional measure of liquidity and leverage. The calculation
of Credit Adjusted EBITDAC pursuant to our debt agreements permits certain estimates and assumptions that
may differ from actual results.
The reconciliation of the above non-GAAP measures to each of their most directly comparable GAAP financial
measure is set forth in the reconciliation table accompanying this release.
With respect to the Organic revenue growth rate and Adjusted EBITDAC margin outlook presented in the “Full
Year 2026 Outlook” section of this press release, the Company is unable to provide a comparable outlook for,
or a reconciliation to, Total revenue growth rate or Net income margin because it cannot provide a meaningful
or accurate calculation or estimation of certain reconciling items without unreasonable effort. Its inability to
do so is due to the inherent difficulty in forecasting the timing of items that have not yet occurred and
quantifying certain amounts that are necessary for such reconciliation, including variations in effective tax
rate, expenses to be incurred for acquisition activities, and other one-time or exceptional items.
10
Contacts:
| Investor Relations<br><br>Nicholas Mezick<br><br>VP, Investor Relations<br><br>Ryan Specialty<br><br>IR@ryanspecialty.com<br><br>Phone: (312) 784-6152 | Media Relations<br><br>Alice Phillips Topping<br><br>SVP, Chief Marketing & Communications Officer<br><br>Ryan Specialty<br><br>Alice.Topping@ryanspecialty.com<br><br>Phone: (312) 635-5976 |
|---|
11
Consolidated Statements of Income (Unaudited)
| Three Months Ended<br><br>December 31, | Year Ended<br><br>December 31, | |||
|---|---|---|---|---|
| (in thousands, except percentages and per share data) | 2025 | 2024 | 2025 | 2024 |
| Revenue | ||||
| Net commissions and fees | $738,045 | $649,407 | $2,994,582 | $2,455,671 |
| Fiduciary investment income | 13,168 | 14,122 | 56,544 | 60,039 |
| Total revenue | $751,213 | $663,529 | $3,051,126 | $2,515,710 |
| Expenses | ||||
| Compensation and benefits | 447,402 | 410,252 | 1,803,397 | 1,591,077 |
| General and administrative | 122,754 | 104,532 | 453,452 | 352,050 |
| Amortization | 69,585 | 60,134 | 274,426 | 157,845 |
| Depreciation | 3,955 | 2,965 | 13,089 | 9,785 |
| Change in contingent consideration | 15,955 | (23,672) | 13,122 | (22,859) |
| Total operating expenses | $659,651 | $554,211 | $2,557,486 | $2,087,898 |
| Operating income | $91,562 | $109,318 | $493,640 | $427,812 |
| Interest expense, net | 53,198 | 48,532 | 222,384 | 158,448 |
| Income from equity method investments | (6,186) | (4,721) | (21,236) | (18,231) |
| Other non-operating loss (income) | (56) | (3,534) | (692) | 15,041 |
| Income before income taxes | $44,606 | $69,041 | $293,184 | $272,554 |
| Income tax expense | 13,368 | 26,486 | 79,027 | 42,641 |
| Net income | $31,238 | $42,555 | $214,157 | $229,913 |
| GAAP financial measures | ||||
| Total revenue | $751,213 | $663,529 | $3,051,126 | $2,515,710 |
| Net commissions and fees | 738,045 | 649,407 | 2,994,582 | 2,455,671 |
| Compensation and benefits | 447,402 | 410,252 | 1,803,397 | 1,591,077 |
| General and administrative | 122,754 | 104,532 | 453,452 | 352,050 |
| Net income | 31,238 | 42,555 | 214,157 | 229,913 |
| Compensation and benefits expense ratio (1) | 59.6% | 61.8% | 59.1% | 63.2% |
| General and administrative expense ratio (2) | 16.3% | 15.8% | 14.9% | 14.0% |
| Net income margin (3) | 4.2% | 6.4% | 7.0% | 9.1% |
| Earnings per share (4) | $0.06 | $0.11 | $0.50 | $0.78 |
| Diluted earnings per share (4) | $0.06 | $0.10 | $0.47 | $0.71 |
Non-GAAP Financial Measures (Unaudited)
| Three Months Ended<br><br>December 31, | Year Ended<br><br>December 31, | |||
|---|---|---|---|---|
| (in thousands, except percentages and per share data) | 2025 | 2024 | 2025 | 2024 |
| Non-GAAP financial measures* | ||||
| Organic revenue growth rate | 6.6% | 11.0% | 10.1% | 12.8% |
| Adjusted compensation and benefits expense | $423,941 | $369,250 | $1,692,000 | $1,426,674 |
| Adjusted compensation and benefits expense ratio | 56.4% | 55.6% | 55.5% | 56.7% |
| Adjusted general and administrative expense | $104,970 | $78,230 | $392,384 | $277,813 |
| Adjusted general and administrative expense ratio | 14.0% | 11.8% | 12.9% | 11.0% |
| Adjusted EBITDAC | $222,302 | $216,049 | $966,742 | $811,223 |
| Adjusted EBITDAC margin | 29.6% | 32.6% | 31.7% | 32.2% |
| Adjusted net income | $123,994 | $123,317 | $548,219 | $493,521 |
| Adjusted net income margin | 16.5% | 18.6% | 18.0% | 19.6% |
| Adjusted diluted earnings per share | $0.45 | $0.45 | $1.96 | $1.79 |
12
Consolidated Balance Sheets (Unaudited)
| (in thousands, except share and per share data) | December 31, 2025 | December 31, 2024 |
|---|---|---|
| ASSETS | ||
| CURRENT ASSETS | ||
| Cash and cash equivalents | $158,322 | $540,203 |
| Commissions and fees receivable – net | 488,951 | 389,758 |
| Fiduciary cash and receivables | 4,298,920 | 3,739,727 |
| Prepaid incentives – net | 13,550 | 9,219 |
| Other current assets | 100,437 | 109,951 |
| Total current assets | $5,060,180 | $4,788,858 |
| NON-CURRENT ASSETS | ||
| Goodwill | 3,225,021 | 2,646,676 |
| Customer relationships | 1,496,885 | 1,392,048 |
| Other intangible assets | 119,621 | 83,674 |
| Prepaid incentives – net | 27,849 | 17,442 |
| Equity method investments | 109,982 | 70,877 |
| Property and equipment – net | 69,461 | 50,209 |
| Lease right-of-use assets | 130,480 | 133,256 |
| Deferred tax assets | 310,138 | 448,289 |
| Other non-current assets | 14,554 | 18,589 |
| Total non-current assets | $5,503,991 | $4,861,060 |
| TOTAL ASSETS | $10,564,171 | $9,649,918 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
| CURRENT LIABILITIES | ||
| Accounts payable and accrued liabilities | $284,403 | $249,200 |
| Accrued compensation | 519,251 | 486,322 |
| Operating lease liabilities | 25,987 | 22,107 |
| Short-term debt and current portion of long-term debt | 60,187 | 51,732 |
| Fiduciary liabilities | 4,298,920 | 3,739,727 |
| Total current liabilities | $5,188,748 | $4,549,088 |
| NON-CURRENT LIABILITIES | ||
| Accrued compensation | 70,096 | 49,362 |
| Operating lease liabilities | 153,089 | 159,231 |
| Long-term debt | 3,291,462 | 3,231,128 |
| Tax Receivable Agreement liabilities | 458,997 | 436,296 |
| Deferred tax liabilities | 49,834 | 39,922 |
| Other non-current liabilities | 97,894 | 86,606 |
| Total non-current liabilities | $4,121,372 | $4,002,545 |
| TOTAL LIABILITIES | $9,310,120 | $8,551,633 |
| STOCKHOLDERS’ EQUITY | ||
| Class A common stock ($0.001 par value; 1,000,000,000 shares authorized,<br><br>129,603,426 and 125,411,089 shares issued and outstanding at December 31, 2025<br><br>and 2024, respectively) | 130 | 125 |
| Class B common stock ($0.001 par value; 1,000,000,000 shares authorized,<br><br>134,508,885 and 136,456,313 shares issued and outstanding at December 31, 2025<br><br>and 2024, respectively) | 135 | 136 |
| Class X common stock ($0.001 par value; 0 shares authorized, issued, and outstanding<br><br>at December 31, 2025; 10,000,000 shares authorized, 640,784 shares issued, and 0<br><br>outstanding at December 31, 2024) | — | — |
| Preferred stock ($0.001 par value; 500,000,000 shares authorized, 0 shares issued and<br><br>outstanding at December 31, 2025 and 2024) | — | — |
| Additional paid-in capital | 513,610 | 506,258 |
| Retained earnings | 120,353 | 122,939 |
| Accumulated other comprehensive income (loss) | 13,845 | (1,796) |
| Total stockholders’ equity attributable to Ryan Specialty Holdings, Inc. | $648,073 | $627,662 |
| Non-controlling interests | 605,978 | 470,623 |
| Total stockholders’ equity | $1,254,051 | $1,098,285 |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $10,564,171 | $9,649,918 |
13
Consolidated Statements of Cash Flows (Unaudited)
| Year Ended December 31, | ||
|---|---|---|
| (in thousands) | 2025 | 2024 |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Net income | $214,157 | $229,913 |
| Adjustments to reconcile net income to cash flows provided by operating activities: | ||
| Income from equity method investments | (21,236) | (18,231) |
| Amortization | 274,426 | 157,845 |
| Depreciation | 13,089 | 9,785 |
| Prepaid and deferred compensation expense | 38,779 | 30,834 |
| Non-cash equity-based compensation | 69,451 | 78,995 |
| Amortization of deferred debt issuance costs | 9,567 | 23,930 |
| Amortization of interest rate cap premium | 6,955 | 6,955 |
| Deferred income tax expense | 26,047 | 16,798 |
| Deferred income tax expense from common control reorganizations | 48,597 | 9,519 |
| Loss (gain) on Tax Receivable Agreement | 1,112 | (2,099) |
| Changes in operating assets and liabilities, net of acquisitions: | ||
| Commissions and fees receivable – net | (57,559) | (22,007) |
| Accrued interest liability | 9,362 | 20,337 |
| Other current and non-current assets | 1,255 | (20,668) |
| Other current and non-current liabilities | 9,665 | (7,038) |
| Total cash flows provided by operating activities | $643,667 | $514,868 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Business combinations – net of cash acquired and cash held in a fiduciary capacity | (746,485) | (1,708,737) |
| Capital expenditures | (67,953) | (47,001) |
| Equity method investment in VSIC | (16,561) | — |
| Asset acquisitions | (3,014) | — |
| Total cash flows used in investing activities | $(834,013) | $(1,755,738) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from Senior Secured Notes | — | 1,187,400 |
| Borrowings on Revolving Credit Facility | 1,333,328 | 1,250,000 |
| Repayments on Revolving Credit Facility | (1,261,928) | (1,250,000) |
| Debt issuance costs paid | (2,889) | (25,536) |
| Proceeds from term debt | — | 107,625 |
| Repayment of term debt | (17,000) | (8,250) |
| Receipt of contingently returnable consideration | 1,927 | — |
| Payment of contingent consideration | (29,252) | — |
| Tax distributions to non-controlling LLC Unitholders | (64,126) | (82,702) |
| Receipt of taxes related to net share settlement of equity awards | 35,900 | 27,930 |
| Taxes paid related to net share settlement of equity awards | (37,045) | (27,460) |
| Payment of Tax Receivable Agreement liabilities | (25,169) | (21,578) |
| Class A common stock dividends and Dividend Equivalents paid | (62,339) | (80,236) |
| Distributions and Declared Distributions paid to non-controlling LLC Unitholders | (27,174) | (22,209) |
| Payments related to Ryan Re preferred units | (3,733) | (2,130) |
| Net change in fiduciary liabilities | 237,616 | 114,003 |
| Total cash flows provided by financing activities | $78,116 | $1,166,857 |
| Effect of changes in foreign exchange rates on cash, cash equivalents, and cash and cash<br><br>equivalents held in a fiduciary capacity | 15,895 | (1,514) |
| NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A<br><br>FIDUCIARY CAPACITY | $(96,335) | $(75,527) |
| CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY<br><br>—Beginning balance | 1,680,805 | 1,756,332 |
| CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY<br><br>—Ending balance | $1,584,470 | $1,680,805 |
| Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary<br><br>capacity | ||
| Cash and cash equivalents | $158,322 | $540,203 |
| Cash and cash equivalents held in a fiduciary capacity | 1,426,148 | 1,140,602 |
| Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity | $1,584,470 | $1,680,805 |
14
Reconciliation of Organic Revenue Growth Rate
| Three Months Ended<br><br>December 31, | Year Ended<br><br>December 31, | |||
|---|---|---|---|---|
| (in thousands, except percentages) | 2025 | 2024 | 2025 | 2024 |
| Current period Net commissions and fees revenue | $738,045 | $649,407 | $2,994,582 | $2,455,671 |
| Less: Current period contingent commissions | (39,385) | (28,434) | (121,549) | (73,175) |
| Less: Revenue attributable to sold businesses | (7) | — | (361) | — |
| Net Commissions and fees revenue excluding contingent<br><br>commissions | $698,653 | $620,973 | $2,872,672 | $2,382,496 |
| Prior period Net commissions and fees revenue | $649,407 | $518,718 | $2,455,671 | $2,026,596 |
| Less: Prior period contingent commissions | (28,434) | (8,404) | (73,175) | (39,028) |
| Less: Revenue attributable to sold businesses | (394) | — | (1,941) | — |
| Prior period Net commissions and fees revenue<br><br>excluding contingent commissions | $620,579 | $510,314 | $2,380,555 | $1,987,568 |
| Change in Net commissions and fees revenue excluding<br><br>contingent commissions | $78,074 | $110,659 | $492,117 | $394,928 |
| Less: Mergers and acquisitions Net commissions and fees<br><br>revenue excluding contingent commissions | (34,666) | (54,282) | (246,914) | (141,972) |
| Impact of change in foreign exchange rates | (2,228) | (272) | (4,863) | (791) |
| Organic revenue growth (Non-GAAP) | $41,180 | $56,105 | $240,340 | $252,165 |
| Net commissions and fees revenue growth rate (GAAP) | 13.6 % | 25.2 % | 21.9 % | 21.2 % |
| Less: Impact of contingent commissions (1) | (1.0) | (3.5) | (1.2) | (1.3) |
| Net commissions and fees revenue<br><br>excluding contingent commissions growth rate (2) | 12.6 % | 21.7 % | 20.7 % | 19.9 % |
| Less: Mergers and acquisitions Net commissions and fees<br><br>revenue excluding contingent commissions (3) | (5.6) | (10.6) | (10.4) | (7.1) |
| Impact of change in foreign exchange rates (4) | (0.4) | (0.1) | (0.2) | 0.0 |
| Organic Revenue Growth Rate (Non-GAAP) | 6.6 % | 11.0 % | 10.1 % | 12.8 % |
(1)Calculated by subtracting Net commissions and fees revenue growth rate from net commissions and fees revenue
excluding contingent commissions growth rate and revenue from sold businesses.
(2)Calculated by dividing the change in Total net commissions & fees revenue excluding contingent commissions by
prior year net commissions and fees excluding contingent commissions and revenue from sold businesses.
(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 and revenue from
sold businesses.
(4)Calculated by taking the change in foreign exchange rates divided by prior period net commissions and fees
revenue excluding contingent commissions and revenue from sold businesses.
15
Reconciliation of Adjusted Compensation and Benefits Expense to Compensation and Benefits Expense
| Three Months Ended<br><br>December 31, | Year Ended<br><br>December 31, | |||
|---|---|---|---|---|
| (in thousands, except percentages) | 2025 | 2024 | 2025 | 2024 |
| Total Revenue | $751,213 | $663,529 | $3,051,126 | $2,515,710 |
| Compensation and benefits expense | $447,402 | $410,252 | $1,803,397 | $1,591,077 |
| Acquisition-related expense | (2,487) | (10,202) | (11,033) | (15,373) |
| Acquisition related long-term incentive compensation | (1,466) | (7,907) | (26,581) | (24,946) |
| Restructuring and related expense | — | (4,253) | — | (39,929) |
| Amortization and expense related to discontinued<br><br>prepaid incentives | (1,045) | (1,309) | (4,332) | (5,160) |
| Equity-based compensation (1) | (12,810) | (12,382) | (49,664) | (52,038) |
| IPO related expenses | (5,653) | (4,949) | (19,787) | (26,957) |
| Adjusted compensation and benefits expense (2) | $423,941 | $369,250 | $1,692,000 | $1,426,674 |
| Compensation and benefits expense ratio | 59.6% | 61.8% | 59.1% | 63.2% |
| Adjusted compensation and benefits expense ratio | 56.4% | 55.6% | 55.5% | 56.7% |
(1)For the year ended December 31, 2025, $5.8 million of expense was reversed associated with certain executive
performance-based awards on account of it becoming unlikely the performance targets would be achieved. For the
year ended December 31, 2024, Equity-based compensation included $4.6 million of expense associated with the
removal of equity transfer restrictions for an executive officer of the Company. See “Note 10, Equity-Based
Compensation” of the audited financial statements for additional discussion on equity-based compensation.
(2)Adjustments made to Compensation and benefits expense are described in the definition of Adjusted EBITDAC in
“Non-GAAP Financial Measures and Key Performance Indicators”.
Reconciliation of Adjusted General and Administrative Expense to General and Administrative Expense
| Three Months Ended<br><br>December 31, | Year Ended<br><br>December 31, | |||
|---|---|---|---|---|
| (in thousands, except percentages) | 2025 | 2024 | 2025 | 2024 |
| Total Revenue | $751,213 | $663,529 | $3,051,126 | $2,515,710 |
| General and administrative expense | $122,754 | $104,532 | $453,452 | $352,050 |
| Acquisition-related expense | (17,784) | (18,690) | (61,068) | (54,469) |
| Restructuring and related expense | — | (7,612) | — | (19,768) |
| Adjusted general and administrative expense (1) | $104,970 | $78,230 | $392,384 | $277,813 |
| General and administrative expense ratio | 16.3% | 15.8% | 14.9% | 14.0% |
| Adjusted general and administrative expense ratio | 14.0% | 11.8% | 12.9% | 11.0% |
(1)Adjustments made to General and administrative expense are described in the definition of Adjusted EBITDAC in
“Non-GAAP Financial Measures and Key Performance Indicators”.
16
Reconciliation of Adjusted EBITDAC to Net Income
| Three Months Ended<br><br>December 31, | Year Ended<br><br>December 31, | |||
|---|---|---|---|---|
| (in thousands, except percentages) | 2025 | 2024 | 2025 | 2024 |
| Total Revenue | $751,213 | $663,529 | $3,051,126 | $2,515,710 |
| Net Income | $31,238 | $42,555 | $214,157 | $229,913 |
| Interest expense, net | 53,198 | 48,532 | 222,384 | 158,448 |
| Income tax expense | 13,368 | 26,486 | 79,027 | 42,641 |
| Depreciation | 3,955 | 2,965 | 13,089 | 9,785 |
| Amortization | 69,585 | 60,134 | 274,426 | 157,845 |
| Change in contingent consideration (1) | 15,955 | (23,672) | 13,122 | (22,859) |
| EBITDAC | $187,299 | $157,000 | $816,205 | $575,773 |
| Acquisition-related expense | 20,271 | 28,892 | 72,101 | 69,842 |
| Acquisition related long-term incentive compensation | 1,466 | 7,907 | 26,581 | 24,946 |
| Restructuring and related expense | — | 11,865 | — | 59,697 |
| Amortization and expense related to discontinued prepaid<br><br>incentives | 1,045 | 1,309 | 4,332 | 5,160 |
| Other non-operating loss (income) | (56) | (3,534) | (692) | 15,041 |
| Equity-based compensation | 12,810 | 12,382 | 49,664 | 52,038 |
| IPO related expenses | 5,653 | 4,949 | 19,787 | 26,957 |
| Income from equity method investments | (6,186) | (4,721) | (21,236) | (18,231) |
| Adjusted EBITDAC (2) | $222,302 | $216,049 | $966,742 | $811,223 |
| Net Income Margin | 4.2% | 6.4% | 7.0% | 9.1% |
| Adjusted EBITDAC Margin | 29.6% | 32.6% | 31.7% | 32.2% |
(1)In the fourth quarter of 2024, Change in contingent consideration included a $25.5 million decrease in valuation of
the US Assure contingent consideration as a result of increased loss ratios impacting projected profit commissions.
(2)Adjustments made to Net income are described in the definition of Adjusted EBITDAC in “Non-GAAP Financial
Measures and Key Performance Indicators”.
17
Reconciliation of Adjusted Net Income to Net Income
| Three Months Ended<br><br>December 31, | Year Ended<br><br>December 31, | |||
|---|---|---|---|---|
| (in thousands, except percentages) | 2025 | 2024 | 2025 | 2024 |
| Total Revenue | $751,213 | $663,529 | $3,051,126 | $2,515,710 |
| Net Income | $31,238 | $42,555 | $214,157 | $229,913 |
| Income tax expense | 13,368 | 26,486 | 79,027 | 42,641 |
| Amortization | 69,585 | 60,134 | 274,426 | 157,845 |
| Amortization of deferred debt issuance costs (1) | 2,410 | 2,092 | 9,567 | 23,930 |
| Change in contingent consideration | 15,955 | (23,672) | 13,122 | (22,859) |
| Acquisition-related expense | 20,271 | 28,892 | 72,101 | 69,842 |
| Acquisition related long-term incentive compensation | 1,466 | 7,907 | 26,581 | 24,946 |
| Restructuring and related expense | — | 11,865 | — | 59,697 |
| Amortization and expense related to discontinued<br><br>prepaid incentives | 1,045 | 1,309 | 4,332 | 5,160 |
| Other non-operating loss (income) | (56) | (3,534) | (692) | 15,041 |
| Equity-based compensation | 12,810 | 12,382 | 49,664 | 52,038 |
| IPO related expenses | 5,653 | 4,949 | 19,787 | 26,957 |
| Income from equity method investments | (6,186) | (4,721) | (21,236) | (18,231) |
| Adjusted Income before Income Taxes (2) | $167,559 | $166,644 | $740,836 | $666,920 |
| Adjusted tax expense (3) | (43,565) | (43,327) | (192,617) | (173,399) |
| Adjusted Net Income | $123,994 | $123,317 | $548,219 | $493,521 |
| Net Income Margin | 4.2% | 6.4% | 7.0% | 9.1% |
| Adjusted Net Income Margin | 16.5% | 18.6% | 18.0% | 19.6% |
(1)Interest expense, net includes amortization of deferred debt issuance costs.
(2)Adjustments made to Net income are described in the definition of Adjusted EBITDAC in “Non-GAAP Financial
Measures and Key Performance Indicators”.
(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 twelve months ended
December 31, 2025 and 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 5.00% on 100% of our adjusted income
before income taxes as if the Company owned 100% of the LLC.
18
Reconciliation of Adjusted Diluted Earnings per Share to Diluted Earnings per Share
| Three Months Ended<br><br>December 31, | Year Ended<br><br>December 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Earnings per share of Class A common stock – diluted | $0.06 | $0.10 | $0.47 | $0.71 |
| Less: Net income attributed to dilutive shares and<br><br>substantively vested RSUs (1) | — | — | (0.01) | — |
| Plus: Impact of all LLC Common Units exchanged for Class<br><br>A shares (2) | 0.05 | 0.06 | 0.32 | 0.14 |
| Plus: Adjustments to Adjusted net income (3) | 0.34 | 0.29 | 1.22 | 0.97 |
| Plus: Dilutive impact of unvested equity awards (4) | — | — | (0.04) | (0.03) |
| Adjusted diluted earnings per share | $0.45 | $0.45 | $1.96 | $1.79 |
| (Share count in '000s) | ||||
| Weighted-average shares of Class A common stock<br><br>outstanding – diluted | 138,695 | 137,265 | 138,246 | 132,891 |
| Plus: Impact of all LLC Common Units exchanged for Class<br><br>A shares (2) | 134,793 | 136,370 | 135,429 | 138,980 |
| Plus: Dilutive impact of unvested equity awards (4) | 5,018 | 3,358 | 5,354 | 4,417 |
| Adjusted diluted earnings per share diluted share count | 278,506 | 276,993 | 279,029 | 276,288 |
(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 December 31, 2025
and 2024, this removes $0.2 million and $0.2 million of Net income, respectively, on 138.7 million and 137.3
million Weighted-average shares of Class A common stock outstanding - diluted, respectively. For the twelve
months ended December 31, 2025 and 2024, this removes $0.9 million and $0.3 million of Net income,
respectively, on 138.2 million and 132.9 million Weighted-average shares of Class A common stock outstanding -
diluted, respectively. See “Note 11, Earnings Per Share” of the annual 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 December 31, 2025 and 2024, this includes
$23.3 million and $28.8 million of Net income, respectively, on 273.5 million and 273.6 million Weighted-average
shares of Class A common stock outstanding - diluted, respectively. For the twelve months ended December 31,
2025 and 2024, this includes $150.8 million and $135.2 million of Net income, respectively, on 273.7 million and
271.9 million Weighted-average shares of Class A common stock outstanding - diluted, respectively. See “Note 11,
Earnings Per Share” of the annual 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 273.5 million and 273.6 million
Weighted-average shares of Class A common stock outstanding - diluted for the three months ended December 31,
2025 and 2024, respectively, and on 273.7 million and 271.9 million Weighted-average shares of Class A common
stock outstanding- diluted for the twelve months ended December 31, 2025 and 2024, 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 11, Earnings Per Share” of
the annual consolidated financial statements. For the three months ended December 31, 2025 and 2024, 5.0
million and 3.4 million shares were added to the calculation, respectively. For the twelve months ended
December 31, 2025 and 2024, 5.4 million and 4.4 million shares were added to the calculation, respectively.
19
Reconciliation of Credit Adjusted EBITDAC to Net Income
| (in thousands) | Twelve Months Ended<br><br>December 31, 2025 |
|---|---|
| Total Revenue | $3,051,126 |
| Net Income | $214,157 |
| Interest expense, net | 222,384 |
| Income tax expense | 79,027 |
| Depreciation | 13,089 |
| Amortization | 274,426 |
| Change in contingent consideration | 13,122 |
| EBITDAC | $816,205 |
| Acquisition-related expense | 72,101 |
| Acquisition related long-term incentive compensation | 26,581 |
| Amortization and expense related to discontinued prepaid incentives | 4,332 |
| Other non-operating income | (692) |
| Equity-based compensation | 49,664 |
| IPO related expenses | 19,787 |
| Income from equity method investments | (21,236) |
| Adjusted EBITDAC (1) | $966,742 |
| Credit adjustments (2) | 35,455 |
| Credit Adjusted EBITDAC | $1,002,197 |
(1)Adjustments made to Net income are described in the definition of Adjusted EBITDAC in “Non-GAAP Financial
Measures and Key Performance Indicators”.
(2)Adjustments made to Adjusted EBITDAC represent (without duplication) additional adjustments permitted under
our debt agreements.