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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

FORM 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended DECEMBER 31, 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<br><br>of Incorporation)	(IRS Employer<br><br>Identification No.)
155 North Wacker Drive, Suite 4000<br><br>Chicago, Illinois	60606
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code:312 784-6001

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

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

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

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. ☐

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal

control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that

prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the

filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received

by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the voting common equity held by non-affiliates of the Registrant, computed by reference to the last reported price at

which the Registrant’s common equity was sold on June 30, 2024 (the last day of the Registrant’s most recently completed second quarter) was

$7,023,419,425.

On February 17, 2025, the Registrant had 261,905,901 shares of common stock outstanding, consisting of 125,726,294 shares of Class A common stock,

$0.001 par value, and 136,179,607 shares of Class B common stock, $0.001 par value.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s proxy statement for its 2025 Annual Meeting of Stockholders are incorporated by reference in this report in

response to Part III, Items 10, 11, 12, 13, and 14 which will be filed no later than 120 days after the Registrant’s fiscal year ended December 31, 2024.

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COMMONLY USED DEFINED TERMS

As used in this annual report, unless the context indicates or otherwise requires, the following terms have the

following meanings:

•“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.

•“2030 Senior Secured Notes”: The 4.375% senior secured notes due 2030 issued under an Indenture

dated February 3, 2022.

•“2032 Senior Secured Notes”: The 5.875% senior secured notes due 2032 issued under an Indenture

dated September 19, 2024, as supplemented on December 9, 2024.

•“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

based on SOFR, without any credit spread adjustment, subject to a 75 basis point floor. After

September 13, 2024, the interest rate per annum based on SOFR, without any credit spread

adjustment, subject to a 0 basis point floor.

•“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.

•“All Risks LTIP”: The legacy Long Term Incentive Plan of All Risks Specialty, LLC (f/k/a All Risk,

Ltd.), an insurance specialist providing services in wholesale brokerage and delegated underwriting

authority acquired by Ryan Specialty in September 2020.

•“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 dated September 1, 2020, as amended, 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, insurance carriers are licensed on a “non-

admitted” basis. The excess and surplus lines market often offers carriers more flexibility in terms,

conditions, and rates relative to 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 following the Organizational Transactions

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 Eighth Amended and Restated Limited Liability Company

Agreement of the LLC, as amended.

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•“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 Third Amended and Restated Limited Liability Company

Agreement of New LLC, as amended.

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

in connection with the IPO, as described in Note 1 to the consolidated audited financial statements

contained in the Form 10-K filed with the SEC on March 16, 2022.

•“P&C”: Property and casualty insurance.

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

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

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.

•“Securities Act”: Securities Act of 1933, as amended.

•“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 our 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 $1,650 million aggregate principal amount senior

secured Term Loan B under the Credit Agreement. After September 13, 2024, the $1,700 million in

aggregate principal amount senior secured Term Loan B under the 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.

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INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K 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 Annual Report on Form 10-K 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, 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 recruit and retain our senior management team, revenue producers or other key

employees and to successfully plan and prepare for the succession of our senior management team;

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

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

carriers or clients or the failure to develop new insurance carrier and client relationships;

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

relationships with insurance carriers, retail brokers and agents;

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

•the unsatisfactory evaluation of potential acquisitions or the failure to successfully integrate acquired

businesses and/or introduce of new products, lines of business, and/or markets;

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

continuity;

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

our business;

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

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

Admitted market;

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

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

evolving legal and regulatory obligations, that are different, and at times more burdensome, than those set

forth in the United States;

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

interest income;

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

•significant competitive pressures in each of our businesses;

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

commissions;

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

•our inability to collect our receivables;

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

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

•impairment of goodwill and intangibles;

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

contagious disease and resulting governmental and societal responses;

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

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

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

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

•the unavailability or inaccuracy of our clients’ and third parties’ data for pricing and underwriting insurance

policies;

•the competitiveness and cyclicality of the reinsurance industry;

•the occurrence of natural or man-made disasters;

•the challenges with properly assessing, adapting to, and managing the adoption and use of artificial

intelligence and other evolving technologies;

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

•the failure, or take-over by the FDIC, of one of the financial institutions that we use;

•our inability to respond quickly to operational or financial problems or promote the desired level of

cooperation and interaction among our offices;

•our international operations expose us to various international risks, including exchange rate fluctuations;

•changing expectations over corporate responsibility and stakeholder interests;

•the impact of breaches in security that cause significant system or network disruption or business

interruption;

•the impact of improper disclosure of confidential, personal or proprietary data, misuse of information by

employees or counterparties or as a result of cyber incidents and cyberattacks;

•our inability to gain internal efficiencies through the application of technology or effectively apply

technology in driving value for our clients or the failure of technology and automated systems to function

or perform as expected;

•the impact of infringement, misappropriation or dilution of our intellectual property;

•the impact of the failure to protect our intellectual property rights, or allegations that we have infringed on

the intellectual property rights of others;

•the impact of evolving governmental regulations, legal proceedings, and governmental inquiries related to

our business;

•being subject to E&O claims as well as other contingencies and legal proceedings;

•our handling of client funds and surplus lines taxes that exposes us to complex fiduciary regulations;

•changes in tax laws or regulations;

•decreased commission revenues due to proposed tort reform legislation;

•the impact of regulations affecting insurance carriers;

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

restrictions and limitations that could significantly affect our ability to operate and manage our business;

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•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 this Annual Report.

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 Annual Report. All written and oral forward-looking 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 Annual Report 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 Annual Report, 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 Annual Report 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.

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PART I	1
Item 1. Business	1
Item 1A. Risk Factors	16
Item 1B. Unresolved Staff Comments	48
Item 1C. Cybersecurity	48
Item 2. Properties	50
Item 3. Legal Proceedings	50
Item 4. Mine Safety Disclosure	50
PART II	51
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of<br><br>Equity Securities	51
Item 6. [Reserved]	52
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	53
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	79
Item 8. Financial Statements and Supplementary Data	81
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	130
Item 9A. Controls and Procedures	130
Item 9B. Other Information	131
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	131
PART III	132
Item 10. Directors, Executive Officers and Corporate Governance	132
Item 11. Executive Compensation	132
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder<br><br>Matters	132
Item 13. Certain Relationships and Related Transactions, and Director Independence	132
Item 14. Principal Accountant Fees and Services	132
PART IV	133
Item 15. Exhibits and Financial Statement Schedules	133
Item 16. Form 10-K Summary	135

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PART I

ITEM 1. BUSINESS

Overview

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

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

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

insurance carriers, we work with retail and wholesale insurance brokers to source, onboard, underwrite, and service these

same risks. A significant majority of the premiums we place are bound in the E&S market, which includes Lloyd’s of

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

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

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

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

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

many of our competitors.

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

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

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

serving each of our key constituents:

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

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

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

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

strategy since our founding.

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

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

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

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

new risk classes and industries.

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

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

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

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

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

professionals in the industry.

Who We Are

We are a specialty insurance intermediary offering wholesale insurance brokerage and delegated underwriting

authority solutions, products and services. We are the second-largest U.S. P&C insurance Wholesale Broker and second-

largest U.S. P&C Managing Underwriter according to premium volume as reported in the 2023 Business Insurance broker

rankings Special Report. Our distribution network encompasses over 700 individuals directly responsible for revenue

generation in either Wholesale Brokerage or Binding Authority (each, a “Producer” and together, the “Producers”) and

Underwriting Managers underwrites over 300 individual products. Combined this provides us access to over 30,000 retail

insurance brokerage firms and over 350 insurance carriers. We are compensated for providing services primarily by

commissions and fees.

Our business was founded to address the growing need for specialists in the increasingly important E&S

market. For the year ended December 31, 2024, 78% of the total premiums we placed were in the E&S market. The E&S

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

insurance. These risks include more severe hurricanes that occur with greater frequency, more devastating wildfires, more

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frequent flooding and convective storms, escalating jury verdicts and social inflation, geographic shifts in population

density, a proliferation of cyber threats, novel health risks, risks associated with large sports and entertainment venues,

building and labor cost inflation relative to insured value, and the transformation of the economy to a “digital first” mode

of doing business.

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

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

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

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

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

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

Based on data from AM Best, the U.S. E&S market (which comprised $116 billion of direct written premium in

2023) has grown at a CAGR of 10.5%, compared to 4.6% for the U.S. Admitted market, between 2010 and 2023. E&S

market share as a percentage of total U.S. commercial insurance premium increased from 13.5% in 2010 to 24.2% in 2023.

We believe the higher rate of growth of the E&S market is due to the shift towards complex risks, insulating the E&S

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

2010-2023 Commercial Lines Market Size CAGR1

5912

1 Admitted P&C direct premiums written (""DPW"") calculated as Commercial

Lines direct premium written per S&P Global Market Intelligence, less E&S DPW

per AM Best

E&S Market Share Commercial Lines P&C Industry2

6127

2 E&S market share calculated as E&S DPW per AM Best divided by Commercial

Lines DPW from state pages per S&P Global Market Intelligence

We have been able to increase our market share by offering custom solutions and products to better address

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

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

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

sufficient. We believe that as risks become more complex, the E&S market will continue to become more material,

wholesale brokers that do not have sufficient scale or the financial and intellectual capital to invest in the required specialty

capabilities will struggle to compete effectively. This dynamic will continue the trend of market share consolidation among

the wholesale insurance brokers that have these capabilities.

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

consolidation of their wholesaler trading partner relationships. During 2024, retail insurance brokers completed 750 merger

and acquisition (“M&A”) transactions according to OPTIS Partners, compared to 782 in 2023, 987 in 2022, 1,034 in 2021,

and 795 in 2020. According to Business Insurance, this M&A velocity contributed to the Top 100 retail brokers growing

revenue by over 13% in 2023. As retail brokers have become larger, they have looked to establish relationships with fewer,

more trusted wholesale brokers. This approach, commonly known as “wholesale panel consolidation,” ensures that the

retail brokers have quality, clarity, and consistency across their operations and insurance placement. The trend of wholesale

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

market retail brokers. We believe that retail insurance brokers favor having us on their wholesale panels as a preferred

trading partner because we have national scale, top-flight talent, a full suite of product solutions, and are free from channel

conflicts with their retail operations. As retail insurance brokers continue to grow and consolidate their wholesale panels,

we expect that the amount of premiums we place from these existing retail broker relationships will grow.

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Similarly, there has been meaningful consolidation among P&C insurance carriers over the past two decades,

including significant commitment to the E&S market by predominantly admitted carriers, along with new entrants focused

on the specialty and E&S markets. This carrier consolidation likewise provided more opportunities for a smaller group of

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

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

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

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

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

breadth of our retail insurance broker relationships. We have access to over 30,000 retail insurance brokerage firms,

including preferred relationships with substantially all of the top 100 retail insurance brokers. We have been highly

successful in our recruiting and retention efforts and are a destination of choice for top-tier talent. Typically, each cohort of

Producers hired since 2016 has generated revenue which exceeded compensation costs by the end of such cohort’s second

full year. Ensuring individual Producer book of business growth is critical for our business as it supports our organic

growth, motivates our Producers, and fosters retention. In 2024, our Producer retention rate was 98%. We continue to make

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

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

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

Our Producers are able to offer retail insurance brokers multi-channel access to E&S and Admitted markets

through our three Specialties: Wholesale Brokerage, Binding Authority, and Underwriting Management.

•Wholesale Brokerage: Our Wholesale Brokerage Specialty operates predominantly under the brand “RT

Specialty” along with others such as “RT ProExec” and “CERT.” Wholesale Brokerage distributes a wide

range and diversified mix of specialty property, casualty, professional lines, personal lines, and workers’

compensation insurance products from insurance carriers to retail brokerage firms. We provide insurance

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

retail brokers. For the years ended December 31, 2024 and 2023, our Wholesale Brokerage Specialty

generated $1,489.1 million in net commission and fees, representing 60.6% of our net commission and fees

and $1,319.1 million in net commission and fees, representing 65.1% of our net commission and fees,

respectively.

•Binding Authority: Our Binding Authority Specialty operates under the “RT Specialty” and “RT Binding

Authority” brands. Binding Authority provides timely and secure access to our carrier trading partners that

have delegated underwriting authority and critical administrative and distribution responsibilities to us

through our in-house binding agreements. A significant component of our growth in a majority of this

business comprises larger-volume, smaller-premium policies with well-defined underwriting criteria which

allows us to combine swift turnaround with the authority to secure coverage regardless of the complexity of

risk. For the years ended December 31, 2024 and 2023, our Binding Authority Specialty generated $320.4

million in net commission and fees, representing 13.0% of our net commission and fees and $276.0 million

in revenue, representing 13.6% of our net commission and fees, respectively.

•Underwriting Management: Our Underwriting Management Specialty operates under multiple brands,

which are collectively referred to as “Ryan Specialty Underwriting Managers.” Our Underwriting

Management Specialty offers insurance carriers cost-effective specialty market expertise in distinct and

complex market niches underserved in today’s marketplace through 39 MGAs and MGUs, which act on

behalf of insurance carriers. These carriers have provided us the authority to design, underwrite and bind

coverage, and administer policies for specific risks. We also have a National Programs Platform that,

together with our MGAs and MGUs, offers commercial insurance for specific product lines or industry

classes. Ryan Specialty Underwriting Managers offers a broad distribution platform through a network of

retail and wholesale brokers including RT Specialty. For the years ended December 31, 2024 and 2023, our

Underwriting Management Specialty generated $646.2 million in net commission and fees, representing

26.3% of our net commission and fees and $431.6 million in revenue, representing 21.3% of our net

commission and fees, respectively.

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

strategic acquisitions. Since inception, we have partnered with over 55 firms through acquisition. These firms represent a

diverse mix of specialties and geographies, allowing us to better service both existing and prospective trading partners. The

targets that we acquired in 2024 had revenues for the unaudited twelve-month period prior to acquisition of over $268

million. We are highly selective in our M&A strategy and focus on partners that share our long-term approach, inclusive

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culture and commitment to integrity and client centricity. We primarily source our acquisitions through proprietary

dialogue with potential partners and selectively take part in auction processes in which we believe we have a differentiated

approach or value proposition. We take a consistent and disciplined approach to deal structuring and integration in order to

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

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

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

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

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

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

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

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

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

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

capabilities, natural adjacencies, and geographic footprint.

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

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

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

with our culture.

We leverage technology to drive both productivity and efficiency. In 2023, we completed the merger of the

binding authority service model, technology platform, and premium scale from the acquisition of All Risk, Ltd, one of our

largest acquisitions to date, with our differentiated technology platform, RT Connector.

RT Connector is a digital marketplace through which our retail clients and internal producers can receive quotes

and bind policies online. It can produce multiple bindable quotes sourced from high-quality carriers across several risk

classes in minutes. In cases when certain risks do not fit into RT Connector’s highly automated underwriting criteria, the

retail insurance broker is automatically directed to our Producers and underwriters for more traditional placement methods.

This holistic approach and integrated service model allow us to better serve retail insurance brokers because we can place

their smaller-premium accounts efficiently, aggregate more of their submissions rapidly, and bind more policies for them

cost-effectively. We have also connected with several “digital first” retail trading partners as a wholesale digital distributor.

Under these arrangements, policies that do not fit our trading partner’s Admitted markets platform are referred directly into

RT Connector platform for access to E&S solutions.

Our financial performance reflects the strength of our strategy and business model, including a 21.1% and

20.4% increase in revenue for the years ended December 31, 2024 and December 31, 2023, respectively. This rapid pace of

growth was accompanied by Diluted earnings per share of $0.71 and $0.52 in 2024 and 2023, respectively. Our Adjusted

diluted earnings per share increased from $1.38 in 2023 to $1.79 in 2024. Please see “Note 12, Earnings Per Share” in the

footnotes to the Consolidated Financial Statements in this Annual Report for additional information. Adjusted diluted

earnings per share is a non-GAAP metric. For a reconciliation of Adjusted diluted earnings per share to its most directly

comparable GAAP metric, Diluted earnings (loss) per share, please see “Management’s Discussion and Analysis of

Financial Condition and Results of Operation – Non-GAAP Financial Measures and Key Performance Indicators”

included elsewhere in this Annual Report.

Industry Overview

As a wholesale distributor, we operate within the broader P&C insurance distribution market, which comprises

both wholesale insurance brokers and retail insurance brokers. Wholesale and retail insurance brokers facilitate the

placement of P&C insurance products in both the E&S and Admitted markets.

P&C Insurance Market

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

or “standard” market and the E&S market. Approximately 76% of U.S. premiums are generated through the Admitted

market, which has highly regulated rates and policy forms. As a result, products in the Admitted market are relatively

uniform in price and coverage. According to data from AM Best, the E&S market comprised $116 billion of direct written

premium in 2023. In the E&S market, insurance carriers have more flexibility to customize rates and coverage. This

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

otherwise difficult to place. The overall top five U.S. writers of E&S products in 2023 included: Berkshire Hathaway Inc.,

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American International Group, Inc., Fairfax Financial Group, Markel Corporation, and W.R. Berkley Corporation, with

whom we maintain meaningful relationships. Lloyd’s, which represents a market of 86 syndicates, is also a prominent

player in the E&S space and approximately 17% of 2023 E&S premiums in the United States was for insurance coverage

placed in the Lloyd’s market according to AM Best.

P&C Insurance Distribution Market

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

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

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

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

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

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

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

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

hazard or otherwise hard to place.

Wholesale Insurance Distribution Market

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

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

coverage for complex or specialty risks. The primary market for these insurance placements is the E&S market, where

retail insurance brokers often must utilize wholesaler distributors who have distinct expertise and execution capabilities

with specialized carriers. According to AM Best, from 2019 to 2023, wholesalers were involved in placing on average 84%

of annual E&S premiums. E&S insurance carriers rely on wholesale insurance distributors for product expertise and

distribution capabilities. By leveraging Ryan Specialty as a wholesale distributor, E&S insurance carriers are able to access

a national network that includes over 30,000 retail insurance brokerage firms in a highly efficient manner, while

simultaneously enhancing the quality of policy submissions by using a knowledgeable counterparty. Insurance carriers also

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

classes and industries.

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

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

revenue on a net basis. Wholesale distributors can also receive fees in addition to commissions for placing certain

insurance policies. Wholesale distributors generally utilize one of three methods to place insurance risks into the E&S

market:

•Wholesale brokerage: 49% of 2023 E&S premiums were placed by wholesale insurance brokers without

binding authority, according to AM Best. This method, also referred to as “open brokerage,” is most similar

to our Wholesale Brokerage Specialty and includes a wide range and diversified mix of products.

•Program manager, MGA/MGU: 21% of 2023 E&S premiums were placed by program managers, including

MGUs and MGAs, according to AM Best. This method is most similar to our Underwriting Management

Specialty and allows wholesale distributors to underwrite coverage on behalf of an insurance carrier for a

specific type of risk, with relatively expansive delegated authority subject to agreed-upon guidelines and

limits.

•Wholesale brokerage with binding authority: 9% of 2023 E&S premiums were placed by wholesale

insurance brokers with binding authority, according to AM Best. This method is most similar to our

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

delegated authority, to facilitate rapid execution.

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

How We Win

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

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

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

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

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

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

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

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

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

develop bespoke solutions in addition to providing distribution. By harnessing our collective knowledge, creativity, and

relationships, we offer our clients and trading partners the expertise necessary to pursue new industries and new

opportunities in an increasingly complex world. In order to foster our culture of innovation, we focus on recruiting,

retaining, and developing the best-in-class wholesale professionals in the industry.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

distribution and deep industry expertise. We provide our carrier trading partners with a durable value proposition with a

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

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

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

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

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

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

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

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

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

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

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

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

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

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

capabilities. Our Wholesale Brokerage Producers are highly regarded for their ability to procure coverage for the largest,

most complex, and high-hazard risks. Our Wholesale Brokers are able to place policies for challenging risks such as coastal

properties, kidnap and ransom exposures, hospitals, trucking fleets and commercial transportation liability, large

construction projects, large apartment schedules, and waste haulers. Our Binding Authority Producers are renowned for

their ability to quickly bind smaller accounts with unique attributes. Our Underwriting Management Specialty offers retail

and wholesale brokers a wide assortment of risk solutions for highly specialized insurance coverage needs, such as:

renewable energy, construction, cyber, builder’s risk, transportation, transactional risk, long-term care facilities, complex

manufacturing facilities, and catastrophe-exposed properties. Our comprehensive suite of products and services and our

broad geographic footprint allow us to place coverage for nearly any risk brought to us by the over 30,000 retail insurance

brokerage firms with which we do business. We believe that it would be difficult for a new entrant to replicate the

intellectual capital behind the breadth and depth of our product offerings.

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

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

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

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

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

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

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

specialty risks.

Visionary, iconic, and aligned leadership team: We were founded by Patrick G. Ryan, a widely respected

entrepreneur and global insurance leader who previously founded Aon, one of the largest global retail insurance brokers,

and who served as Aon’s Chairman and/or CEO for 41 years. Mr. Ryan served as our Chairman and CEO from our

founding through the implementation of our executive succession plan, which took effect on October 1, 2024. Mr. Ryan

now serves as our Executive Chairman remaining part of our executive management team and continuing as Chairman of

the Board. Timothy W. Turner succeeded Mr. Ryan as our CEO effective October 1, 2024, after serving as our President

since our IPO and leading RT Specialty since our founding. Mr. Turner began his career in the insurance industry in 1987

and, prior to joining Ryan Specialty, he was with CRC Insurance Services, Inc. for 10 years and was its President at the

time of his departure. Messrs. Ryan and Turner are joined by an experienced leadership team, each member of which has

significant experience in the wholesale distribution market. Our management team and employees also have significant

alignment with stockholders. As of December 31, 2024, we had over 700 employee stockholders, including all of our top

50 Producers. Our management team and employees remain committed to our vision of market leadership by providing

differentiated intellectual capital, building trusted relationships, and pioneering risk solutions.

Our Strategy

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

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

on attracting and developing the most talented professionals in the industry. Since the beginning of 2018, we have recruited

107 Producers who are now responsible for $1.0 billion of annual premiums (figures exclude Producers who are not

associated with a discrete book of business). We have formalized our talent sourcing and development program through

our commitment to Ryan Specialty University. This development platform allows us to cultivate talent across all levels and

specialties. We are able to retain new and tenured employees alike by offering unprecedented market access, supporting

Producers in growing their books and providing broad opportunities for rapid career advancement within our organization.

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For example, in 2024 and 2023, 78% and 81%, respectively, of our Producers grew their book of business. Our ability to

retain top talent is a core objective of our strategy, exemplified by the fact that from 2020 through 2024 our annual

retention rate has been 97% or greater.

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

further believe in the relentless pursuit of innovation in order to respond to evolving market conditions and to reach

underserved specialty markets. Accordingly, our business is built to respond to rapidly shifting market conditions by

constantly looking for ways to broaden and enhance our product offerings. For example, many of our 12 de novo MGUs

were formed to respond to emerging risks such as life sciences (LifeScienceRisk), renewable energy (PERse®), excess

commercial general liability (Emerald Underwriting Managers), builder’s risk (TRU), and personal lines (Verdant). We

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

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

the reach of our underwriting management services into the reinsurance market. We created RT Connector to be a unique

technology entrant into the E&S space. RT Connector allows us to better serve retail insurance brokers by placing their

smaller-premium accounts efficiently, evaluating more of their submissions rapidly, and binding more policies for them

cost-effectively. We believe in the relentless pursuit of innovation in order to respond to evolving market conditions and to

reach underserved specialty markets.

In 2022, we acquired Keystone Risk Partners, representing our entrance into the alternative capital market and

captive management business. Keystone advances our mission, allowing us to better serve our retail brokers to find

innovative solutions for their clients. It also represents a niche growth opportunity in E&S to build and design coverage

structures for some of the most complex risks, while allowing insureds greater control over their long-term insurance costs.

In 2023, we completed the acquisition of three companies that specialize in broking, distributing and

underwriting employee benefits insurance products and services: ACE Benefit Partners, Point6 Healthcare, and AccuRisk

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

and other trading partners with employee benefits specialty products and services, including medical stop loss, group

benefit captives, pharmacy, voluntary benefits, care management, and an integrated health solution. Our employee benefits

practice extends our addressable market and provides additional value to our retail broker clients and their insureds.

In 2024 we completed seven acquisition that we believe significantly increased our underwriting management

total addressable market in both the U.S. and internationally. These acquisitions brought us seasoned management teams

that enhance our ability to bring new product innovation to market, proprietary technology that will provide us a

competitive edge into the future, and additional product offerings that serve to diversify the existing portfolio contained in

our Underwriters Managers Specialty.

We have identified the following markets as near-term potential growth opportunities: alternative risk offerings,

employee benefits, nursing homes and other long-term care facilities, transportation, life-sciences, public entities and

municipalities, sports and entertainment venues, high net worth property, and New York construction and habitational

spaces.

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

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

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

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

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

and our new teammates. When we acquire Wholesale Brokerage businesses, they gain access to over 30,000 retail

insurance brokerage firms, including preferred relationships with substantially all of the top 100 retail insurance brokers

and exclusive product capabilities. When we acquire Underwriting Managers, they gain access to our wholesale Producers,

deep carrier relationships, and visionary leadership. As we continue to grow, these positive network effects become

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

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

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

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

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

in 2024, our revenue derived from the Top 100 firms (as ranked by Business Insurance) expanded faster than our 2024

organic revenue growth rate of 12.8%. Key to deepening our relationships with retail insurance brokers will be expanding

our product offerings and enhancing our geographic footprint through organic initiatives, continued producer hires, and

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strategic acquisitions. In addition to deepening our relationships with existing clients, we will continue to broaden our

footprint by establishing new retail broker trading partner relationships. Beyond the traditional wholesale P&C

opportunities, we also expect to continue to expand our alternative risk offerings and our wholesale employee benefits

specialty.

Build the most comprehensive international delegated authority business: We believe that both M&A

consolidation and panel consolidation are in nascent stages for Binding Authority. We believe that both M&A

consolidation and the use and reliance on scaled delegated Underwriting Management will continue to grow. National scale

in E&S distribution, underwriting expertise, and broad access to carrier capacity are key to building a cohesive binding

authority platform. With a nationally scaled binding authority operation, as well as the capabilities existing within our

Underwriting Management Specialty, we expect to be able to comprehensively address the opportunities in the delegated

authority market, which represented 29% of E&S premiums in 2023 according to AM Best.

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

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

efforts, a visionary management team, and a robust acquisition integration effort. In addition, we have amassed a large

underlying data set based on the over 1.0 million total policies bound annually. We expect to leverage this data set to

further refine our pricing models, enhance our placement advice, and increase our efficiency. Even while deliberately

making these investments, we have been able to generate substantial cash flow and drive operating leverage. We have

historically used our cash flow to invest in the business and fund acquisitions. We expect to continue fortifying our

platform to support future expansion and sustain significant organic growth.

Our Specialties

Wholesale Brokerage

Our Wholesale Brokerage Specialty is primarily focused on specialty insurance products that retail brokers and

carriers have difficulty placing on their own due to the unique nature or size of the risk. Our Wholesale Brokerage

professionals are creative and highly skilled problem solvers, assisting retail insurance brokers in crafting customized

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

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

capabilities and resources. For the year ended December 31, 2024, our Wholesale Brokerage Specialty generated $1,489.1

million in net commission and fees, representing 60.6% of our total net commission and fees. Wholesale Brokerage

operates predominantly under the brand “RT Specialty.”

Our Wholesale Brokers distribute a wide range and diversified mix of specialty insurance products from

insurance carriers to retail insurance brokerage firms. Our largest distribution channels include (among others):

•Property coverages: Real Estate (Condos, Vacant Property), Catastrophic Exposures (Coastal Wind,

Flood, Wildfire, Earthquake, Terrorism), Specialized Coverage (Deductible Buy-Backs, Large Deductible

Placements), Builder’s Risk, Distribution / Warehousing, Group Programs, Healthcare Risks.

•Casualty coverages: Construction (Project Specific, Residential and Commercial Contractor), Real Estate

(Habitational / OL&T / Lessors Risk), Life Sciences, Healthcare, Environmental, Primary and Excess Auto,

Political Risks, Product Liability/Manufacturing Risks, Hospitality/Liquor Liability, Public Entities.

•Professional & Executive Liability coverages: Private Company Management Liability, Public Company

Directors and Officers Liability, Financial Institutions Management Liability, Not-For-Profit Organization

Management Liability, Crime / Kidnap / Ransom, Privacy Liability and Network Security, Errors and

Omissions Liability, Medical Professional Liability.

•Transportation coverages: Local and Long-Haul Trucking, Haz-Mat Haulers, Contractors Fleets, Home

Delivery, Non-Emergency Medical Transport, Waste Haulers, Auto Haulers.

•Personal Lines coverages: Homeowners (Condo Unit Owner, Contents In-Storage, High Value

Homeowners, Home-Based Business Product, Manufactured Homes), Farm & Ranch, Flood, Recreational

(Collector Vehicle, All Terrain, Snowmobile, Watercraft).

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

insurance brokers. With regard to entities that our Wholesale Brokerage Specialty has a relationship with, there are no

material concentrations in retail insurance brokers (top five:

26.9

% of 2024 revenue), insurance carriers (top five: 20.9% of

2024 revenue - excluding all Lloyd’s syndicates combined), or internal Producers (top five: 14.8% of 2024 revenue). These

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concentration statistics reflect both Wholesale Brokerage and Binding Authority Specialties, as many producers utilize both

placement strategies. During 2024, we conducted business with thousands of retail brokerage firms, including substantially

all of the 100 largest United States retail brokers as identified by Business Insurance in 2023. We also work with small to

mid-size retail brokerage firms that do not have direct access to certain of the insurance carriers with which we do business.

We continue to benefit from the consolidation of wholesale broking relationships by many retail brokers due to our

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

Binding Authority

We believe our Binding Authority Specialty to be among the largest binding authority platforms in the nation.

For the year ended December 31, 2024, our Binding Authority Specialty generated $320.4 million in net commission and

fees, representing 13.0% of our total net commission and fees. Our Binding Authority Specialty also operates under the

brands “RT Specialty” and “RT Binding Authority.”

Binding Authority provides timely and secure access to our carrier trading partners that have granted relatively

limited delegated underwriting authority to us through our in-house binding agreements. Much of this business comprises

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

turnaround with the authority to secure coverage regardless of the complexity of risk. The ability to quickly process higher

volume policies endows us with a significant efficiency advantage over our competitors attempting to individually place

each risk.

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

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

•General Liability: Manufacturing, Contractors, Habitational, Hospitality, Building

Owners and Lessors, Sales/Service, and Special Events.

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

Difference in Condition.

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

Auto Physical Damage, Trailer Interchange, and Contingent Liability and Cargo.

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

Inland Marine, Motor Truck Cargo, and Crime.

Underwriting Management

Underwriting Management offers insurance carriers cost-effective, specialty market expertise in distinct and

complex market niches underserved in today’s marketplace through MGAs and MGUs, which act on behalf of insurance

carriers that have given us relatively broad authority to underwrite and bind coverage, as well as critical product design,

administrative and distribution responsibilities, for specific risks, and (often proprietary) National Programs that offer

commercial and personal insurance for specific product lines or industry classes. Professionals in the Underwriting

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

interests with those of our carrier trading partners. In 2024, we completed agreements for the acquisition of entities or

assets of seven companies that significantly increased our MGA/MGU footprint internationally and added to our MGA/

MGU and National Programs offerings and capabilities domestically. For the year ended December 31, 2024, our

Underwriting Management Specialty generated $646.2 million in net commission and fees, representing 26.3% of our total

net commission and fees.

Our Underwriting Management Specialty operates under multiple brands, which are collectively referred to as

“Ryan Specialty Underwriting Managers.”

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Our Organizational Structure

The Company is the sole managing member of New LLC. New LLC was formed as a Delaware limited liability

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

between Ryan Specialty Holdings, Inc., and Ryan Specialty, LLC. Pursuant to contribution agreements, on September 30,

2021, the Company, the non-controlling interest LLC Unitholders and New LLC exchanged equity interests in Ryan

Specialty, LLC for LLC Common Units in New LLC, with the intent that New LLC be the new holding company for Ryan

Specialty, LLC interests. As Ryan Specialty, LLC is substantively the same as New LLC, for the purpose of this document

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

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Our Recent Acquisitions

On May 1, 2024, the Company completed the acquisition of MGU platform Castel Underwriting Agencies

Limited. Castel is headquartered in London, England with additional offices and/or operations in the Netherlands, Belgium,

and 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, 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 MGUs owned by

Ethos Specialty Insurance, LLC, composed of eight programs which underwrite on behalf of insurance carriers.

On October 1, 2024, the Company completed the acquisition of certain assets of EverSports & Entertainment

Insurance, Inc., an MGU focused on sports, leisure, and entertainment risks based in Carmel, Indiana.

On October 2, 2024, the Company completed the acquisition of certain assets of the European MGA, Geo

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

On November 4, 2024, the Company completed the acquisition of Innovisk Capital Partners, a portfolio of

seven MGUs with lines of business that include environmental, transactional liability, US and international financial lines,

professional liability for lawyers, commercial auto liability, and UK professional indemnity and P&C. Innovisk is

headquartered in London, England.

Seasonality

Our Wholesale Brokerage and Binding Authority Specialties typically experience higher revenues in the second

and fourth calendar quarters of each year, primarily due to the timing of policy renewals. Our Underwriting Management

Specialty typically experiences higher revenues in the fourth quarter, primarily due to the timing of policy renewals.

Clients

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

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

brokers and agents, other intermediaries, and insurance carriers. The top five retail brokers in the United States account for

21.8

% of our revenue, and no single retail broker accounted for more than

8.8

% of total revenue in 2024. No carrier

accounted for more than 6.9% of total revenue in 2024 (excluding all Lloyd’s syndicates combined).

Tax Receivable Agreement

We entered into the Tax Receivable Agreement with current and certain former LLC Unitholders. The Tax

Receivable Agreement provides for the payment by us to the current and certain former LLC Unitholders, collectively, of

85% of the net cash savings, if any, in U.S. federal, state, and local income taxes that we actually realize (or in some

circumstances are deemed to realize) as a result of (i) certain increases in the tax basis of assets of the LLC and its

subsidiaries resulting from purchases or exchanges of LLC Common Units (“Exchange Tax Attributes”), (ii) certain tax

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

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

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

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

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

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

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

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

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

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

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

Agreement are obligations of Ryan Specialty Holdings, Inc., and not of the LLC. The Tax Receivable Agreement provides

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that if (i) certain mergers, asset sales, other forms of business combination or other changes of control were to occur or (ii)

we breach any of our material obligations under the Tax Receivable Agreement, then the Tax Receivable Agreement will

terminate and our obligations, or our successor’s obligations, to make payments under the Tax Receivable Agreement

would accelerate and become immediately due and payable. The amount due and payable in that circumstance is based on

certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential

future tax benefits that are subject to the Tax Receivable Agreement.

Intellectual Property

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

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

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

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

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

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

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

property.

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

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

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

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

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

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

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

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

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

misappropriated or otherwise violated.

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

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

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

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

evolving.

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

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

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

intellectual property and proprietary rights.

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

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

Regulation

Licensing

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

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

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

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

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

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

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

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

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

by federal and state agencies in the United States. In the United Kingdom some subsidiaries are regulated by governmental

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agencies including the Financial Conduct Authority (“FCA”) with additional licensing and regulatory oversight from the

Lloyd’s insurance market.

Excess and Surplus Compliance

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

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

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

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

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

compliance with all the requirements of the surplus lines codes. State surplus lines laws, or laws pertaining to non-admitted

insurance business, require that surplus lines brokers comply with diligent search/exempt commercial purchaser laws and

affidavit/document filing requirements, as well as requiring the collection and paying of any taxes, stamping fees,

assessment fees, and other applicable charges on such business. Surplus Lines brokers are often subject to special licensing,

surplus lines tax, and/or due diligence requirements by the home state of the insured. Fines for failing to comply with these

Surplus Lines requirements, specifically for failing to comply with the surplus lines licensing or due diligence

requirements, vary by state but can range to several hundred thousand dollars.

Fiduciary Funds

Insurance authorities in the United States, United Kingdom, and certain other jurisdictions in which our

subsidiaries operate have also enacted laws and regulations governing the retention and investment of funds, such as

premiums, claims proceeds and premium taxes, held in a fiduciary capacity for others. These laws and regulations, as well

as certain contractual arrangements with some of our carrier trading partners, generally require the segregation of these

fiduciary funds and limit the types of investments that may be made with them.

Broker Compensation

Some states permit insurance agents and brokers to charge policy fees, while other states limit or prohibit this

practice. Many states regulate to some degree the fees that may be charged by brokers. In recent years, several states

considered new legislation or regulations regarding the compensation of brokers by insurance carriers. The proposals

ranged in nature from new disclosure requirements to new duties on insurance agents and brokers in dealing with clients.

Privacy and Data Security

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

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

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

disposal. Many states have adopted strict cybersecurity laws and regulations requiring that we adopt security standards to

protect personal information and provide notification of cybersecurity incidents under certain circumstances. In addition,

we are also subject to laws granting individuals the right to access, amend, or delete their personal data. Regulators and

legislators have taken additional action to regulate artificial intelligence and automated decision-making that uses personal

information and affects individuals. Regulators are also expected to step up enforcement of existing privacy law. A major

revision to the Health Insurance Portability and Accountability Act security rule has been proposed that, if adopted, would

enhance the cybersecurity protections required for personal health information.

The European Union’s General Data Protection Regulation (the “EU GDPR”) imposes a range of compliance

obligations and provides for financial penalties for noncompliance. The EU GDPR extends to all companies processing

data of EU residents, regardless of where the regulated entity is located. Following the implementation of the EU GDPR,

other jurisdictions have amended, or have proposed to amend, their existing data protection laws to align with the

requirements of the EU GDPR with the aim of obtaining an adequate level of data protection to facilitate the safe transfer

of personal data to most other jurisdictions. The U.K. has implemented various legislation focusing on data protection and

privacy, including the U.K. Data Protection Act which mirrors the EU GDPR, and provides for extensive fines for

noncompliance.

Competition

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

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

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

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

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

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

Key competitive factors in our market include:

•expertise and intellectual capital;

•market access and/or product availability; and

•client service.

We believe that we compete favorably on these factors.

Human Capital Management

Our culture is the foundation of everything we do. Our employees are our greatest asset, and we strive to foster

a productive and empowering work environment that embodies our core values: Integrity, Client Centricity, Teamwork,

Meritocracy, Inclusion, Empowerment, Innovation, and Courage. Our key differentiators are not only our talent and

expertise but also the creativity and execution we deliver on behalf of our clients. Our commitment to attracting,

developing, and retaining top industry talent to assist our clients is matched only by our entrepreneurial spirit and passion

for excellence.

As of December 31, 2024, we employed approximately

5,250

people with 130 offices across the United States,

the United Kingdom, Europe, Canada, India, and Singapore. We also engage temporary employees and consultants and

none of our employees are represented by unions. We offer competitive compensation and benefits programs to attract and

retain top talent. We have high employee engagement and ownership, low turnover and consider our current relationship

with our employees to be very good.

Ryan Specialty is committed to building, growing, and sustaining a diverse workforce, reflective of society

throughout the entirety of the organization. Our values reflect a culture of meritocracy that is inclusive and equitable, and

where every employee is recognized and assessed based on their performance and contributions. We strive to protect the

invaluable attributes of meritocracy in our culture, and are committed to purposefully reinforcing and refining our culture,

through DEI initiatives and otherwise, so that our Company, and our industry, can reap the vast benefits of diversity. Our

values set the foundation for a workplace where people can be their best self and do their best work; but more importantly,

we harness our differences and similarities to better serve our clients, trading partners, workforce, and communities.

The attraction, development, and retention of employees is a critical factor in our success. As a result, we

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

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

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

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

Availability of SEC Filings

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

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

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

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

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

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

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

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ITEM 1A. RISK FACTORS

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

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

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

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

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

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

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

Risk Factors Summary

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

information presented in the section entitled “Risk Factors” in this Annual Report. Some of the principal risks related to our

business include the following:

Risks Related to Our Business and Industry