8-K
RYAN SPECIALTY HOLDINGS, INC. (RYAN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 2025
____________________
RYAN SPECIALTY HOLDINGS, INC.
(Exact name of Registrant as Specified in Its Charter)
____________________
| Delaware | 001-40645 | 86-2526344 |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 155 North Wacker Drive, Suite 4000 | ||
| Chicago, Illinois | 60606 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: 312 784-6001
(Former Name or Former Address, if Changed Since Last Report)
____________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock, $0.001 par value | RYAN | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act
of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. o
Item 2.02 Results of Operations and Financial Condition.
On October 30, 2025, Ryan Specialty Holdings, Inc. (the “Company”) issued a press release announcing its results of
operations for the third quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto
and is incorporated herein by reference.
The information furnished herewith pursuant to Item 2.02 of this Current Report, including Exhibit 99.1, shall not be
deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that section. The information in this current report shall not be incorporated by reference into any
registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly
set forth by specific reference in such filing.
Item 8.01 Other Events.
On October 30, 2025, the Company's board of directors (the "Board") declared a regular quarterly dividend of $0.12 per
share on the outstanding Class A common stock. The regular quarterly dividend will be payable on November 25, 2025, to
stockholders of record as of the close of business on November 11, 2025.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
The following exhibits are furnished herewith:
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press Release dated October 30, 2025 |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
Cautionary Note Regarding Forward-Looking Statements
This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995 that involve substantial risks and uncertainties. All statements, other than statements of historical fact included in this
report, are forward-looking statements. Forward-looking statements give our current expectations relating to our financial
condition, results of operations, plans, objectives, future performance, and business. You can identify forward-looking
statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such
as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely,”
and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating
or financial performance or other events. For example, all statements we make relating to our estimated costs, expenditures,
financial results, any future dividends, our plans, and anticipated cost savings relating to the restructuring plan and the
amount and timing of delivery of annual cost savings are forward-looking statements. All forward-looking statements are
subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, These
forward-looking statements are not guarantees of future performance and involve risks, assumptions and uncertainties,
including, but not limited to, those relating to whether the Company will achieve the associated objectives with its
Program, whether the costs and charges associated with restructuring initiatives will exceed current estimates and forecasts,
its ability to realize expected savings and benefits in the amounts and at the times anticipated, changes in management’s
assumptions, its ability to achieve anticipated financial results, risks associated with acquisitions, divestitures, joint
ventures and strategic investments, outcomes of legal and regulatory matters, and changes in legislation or regulations.
These and other risks, assumptions and uncertainties are described in Item 1A (Risk Factors) of the Company’s most recent
Annual Report on Form 10-K and in other documents that the Company files or furnishes with the Securities and Exchange
Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements.
Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of
the date they are made. Except to the extent required by law, the Company does not undertake, and expressly disclaims,
any duty or obligation to update publicly any forward-looking statement after the date of this report, whether as a result of
new information, future events, changes in assumptions or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
| RYAN SPECIALTY HOLDINGS, INC. (Registrant) | |||
|---|---|---|---|
| Date: | October 30, 2025 | By: | /s/ Janice M. Hamilton |
| Janice M. Hamilton<br><br>Executive Vice President and Chief Financial Officer |
RYAN-2025.09.30-EX 99.1 1
RYAN SPECIALTY REPORTS THIRD QUARTER 2025 RESULTS
Total Revenue grew 24.8% year-over-year to $754.6 million -
Organic Revenue Growth Rate* of 15.0% year-over-year -
Net Income of $62.6 million, or $0.20 per diluted share -
Adjusted EBITDAC* grew 23.8% year-over-year to $235.5 million -
Adjusted Net Income increased 15.9% year-over-year to $131.7 million -
Adjusted Diluted Earnings Per Share grew 14.6% or $0.47 per diluted share -
October 30, 2025 | CHICAGO, IL — Ryan Specialty Holdings, Inc. (NYSE: RYAN) (“Ryan Specialty” or the “Company”),
a leading international specialty insurance firm, today announced results for the third quarter ended September 30,
2025.
Third Quarter 2025 Highlights
•Revenue grew 24.8% year-over-year to $754.6 million, compared to $604.7 million in the prior-year period
•Organic Revenue Growth Rate* was 15.0% for the quarter, compared to 11.8% in the prior-year period
•Net Income increased 118.6% year-over-year to $62.6 million, compared to $28.6 million in the prior-year
period. Diluted Earnings Per Share was $0.20
•Adjusted EBITDAC* increased 23.8% to $235.5 million, compared to $190.3 million in the prior-year period
•Adjusted EBITDAC Margin* of 31.2%, compared to 31.5% in the prior-year period
•Adjusted Net Income* increased 15.9% to $131.7 million, compared to $113.6 million in the prior-year period
•Adjusted Diluted Earnings Per Share* increased 14.6% to $0.47, compared to $0.41 in the prior-year period
•Capital return to stockholders and LLC unit holders was $22.1 million of regular dividends and distributions
“It was a strong quarter for Ryan Specialty, demonstrating the strength and resilience of our firm throughout a
challenging insurance and macro environment,” said Patrick G. Ryan, Founder and Executive Chairman of Ryan
Specialty. “We grew total revenue 25%, supported by strong organic growth of 15%, and another quarter of
excellent contributions from our recent M&A transactions. We grew Adjusted EBITDAC 23.8% and Adjusted Diluted
EPS by 14.6%. I am especially proud of what we’ve achieved while making substantial strategic investments during
the quarter to capitalize on excellent opportunities to add broking and underwriting talent to our world-class team,
as well as making continued investments in technology. We are well positioned to strengthen our position as an
international leader in the specialty lines industry for years to come.”
“Our team’s relentless execution this quarter underscores the power of our platform, the depth of our expertise,
and our unwavering commitment to serving our clients and trading partners,” added Timothy W. Turner, Chief
Executive Officer of Ryan Specialty. “We are navigating this challenging and transitioning market with confidence,
driven by our diverse product offerings, durable business model, and a culture that continues to attract talented
professionals. The runway ahead of us is significant, and we remain focused on delivering industry-leading organic
growth and long-term value for our shareholders.”
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Summary of Third Quarter 2025 Results
| Three Months Ended<br><br>September 30, | Nine Months Ended<br><br>September 30, | |||||
|---|---|---|---|---|---|---|
| (in thousands, except percentages<br><br>and per share data) | 2025 | 2024 | % | 2025 | 2024 | % |
| GAAP financial measures | ||||||
| Total revenue | $754,577 | 604,694 | 24.8% | $2,299,913 | 1,852,181 | 24.2% |
| Net commissions and fees | 739,552 | 588,129 | 25.7 | 2,256,537 | 1,806,264 | 24.9 |
| Compensation and benefits | 440,434 | 393,249 | 12.0 | 1,355,995 | 1,180,825 | 14.8 |
| General and administrative | 117,589 | 88,684 | 32.6 | 330,698 | 247,518 | 33.6 |
| Total operating expenses | 643,786 | 523,217 | 23.0 | 1,897,835 | 1,533,687 | 23.7 |
| Operating income | 110,791 | 81,477 | 36.0 | 402,078 | 318,494 | 26.2 |
| Net income | 62,603 | 28,643 | 118.6 | 182,919 | 187,358 | (2.4) |
| Net income attributable to Ryan<br><br>Specialty Holdings, Inc. | 31,085 | 17,589 | 76.7 | 55,419 | 80,911 | (31.5) |
| Compensation and benefits<br><br>expense ratio (1) | 58.4 % | 65.0 % | 59.0 % | 63.8 % | ||
| General and administrative<br><br>expense ratio (2) | 15.6 % | 14.7 % | 14.4 % | 13.4 % | ||
| Net income margin (3) | 8.3 % | 4.7 % | 8.0 % | 10.1 % | ||
| Earnings per share (4) | $0.24 | 0.15 | $0.44 | 0.67 | ||
| Diluted earnings per share (4) | $0.20 | 0.09 | $0.41 | 0.59 | ||
| Non-GAAP financial measures* | ||||||
| Organic revenue growth rate | 15.0 % | 11.8 % | 11.4 % | 13.3 % | ||
| Adjusted compensation and<br><br>benefits expense | $417,217 | 343,442 | 21.5 % | $1,268,059 | 1,057,424 | 19.9 % |
| Adjusted compensation and<br><br>benefits expense ratio | 55.3 % | 56.8 % | 55.1 % | 57.1 % | ||
| Adjusted general and<br><br>administrative expense | $101,827 | 70,991 | 43.4 % | $287,414 | 199,583 | 44.0 % |
| Adjusted general and<br><br>administrative expense ratio | 13.5 % | 11.7 % | 12.5 % | 10.8 % | ||
| Adjusted EBITDAC | $235,533 | 190,261 | 23.8 % | $744,440 | 595,174 | 25.1 % |
| Adjusted EBITDAC margin | 31.2 % | 31.5 % | 32.4 % | 32.1 % | ||
| Adjusted net income | $131,704 | 113,633 | 15.9 % | $424,225 | 369,604 | 14.8 % |
| Adjusted net income margin | 17.5 % | 18.8 % | 18.4 % | 20.0 % | ||
| Adjusted diluted earnings per<br><br>share | $0.47 | 0.41 | 14.6 % | $1.52 | 1.34 | 13.4 % |
All values are in US Dollars.
*For a definition and a reconciliation of Organic revenue growth rate, Adjusted compensation and benefits expense, Adjusted
compensation and benefits ratio, Adjusted general and administrative expense, Adjusted general and administrative expense ratio,
Adjusted EBITDAC, Adjusted EBITDAC margin, Adjusted net income, Adjusted net income margin, and Adjusted diluted earnings per
share to the most directly comparable GAAP measure, see “Non-GAAP Financial Measures and Key Performance Indicators” below.
(1)Compensation and benefits expense ratio is defined as Compensation and benefits divided by Total revenue.
(2)General and administrative expense ratio is defined as General and administrative expense divided by Total revenue.
(3)Net income margin is defined as Net income divided by Total revenue.
(4)See “Note 9, Earnings Per Share” of the unaudited quarterly consolidated financial statements.
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Third Quarter 2025 Review*
Total revenue for the third quarter of 2025 was $754.6 million, an increase of 24.8% compared to $604.7 million in
the prior-year period. This increase was primarily due to continued organic revenue growth of 15.0%, driven by new
client wins and expanded relationships with existing clients, coupled with continued expansion of the specialty and
E&S markets, revenue from acquisitions completed within the trailing twelve months ended September 30, 2025,
changes in contingent commissions, and the impact of foreign exchange rates. We experienced growth across the
majority of our casualty lines and modest growth in property lines across all three specialties.
Total operating expenses for the third quarter of 2025 were $643.8 million, a 23.0% increase compared to $523.2
million in the prior-year period. This increase was primarily due to higher Compensation and benefits expenses
compared to the prior-year period resulting from higher compensation due to growth in headcount and revenue,
partially offset by a decrease in Restructuring and related expenses due to the completion of the ACCELERATE 2025
program, lower Equity-based compensation, and lower Acquisition related long-term incentive compensation.
General and administrative expense also increased compared to the prior-year period due to an increase in
professional services and IT charges associated with ongoing technology and data initiatives as well as costs directly
linked to revenue growth, recruiter fees, and higher expenses to accommodate both organic and inorganic revenue
growth, partially offset by lower Restructuring and related expenses due to the completion of the ACCELERATE 2025
program.
Net income for the third quarter of 2025 increased 118.6% to $62.6 million, compared to $28.6 million in the prior-
year period. The increase was due to strong revenue growth, Other non-operating income compared to a loss in the
prior-year period, partially offset by higher Total operating expenses, higher Interest expense, net, and a lower
Income tax benefit compared to the prior-year period.
Adjusted EBITDAC grew 23.8% to $235.5 million from $190.3 million in the prior-year period. Adjusted EBITDAC
margin for the quarter was 31.2%, compared to 31.5% in the prior-year period. The increase in Adjusted EBITDAC
was driven primarily by strong revenue growth, partially offset by higher Adjusted compensation and benefits
expense, as well as higher Adjusted general and administrative expense.
Adjusted net income for the third quarter of 2025 increased 15.9% to $131.7 million, compared to $113.6 million in
the prior-year period. Adjusted net income margin was 17.5%, compared to 18.8% in the prior-year period. Adjusted
diluted earnings per share for the third quarter of 2025 increased 14.6% to $0.47, compared to $0.41 in the prior-
year period.
*For the definition of each of the non-GAAP measures referred to above, as well as a reconciliation of such non-GAAP
measures to their most directly comparable GAAP measures, see “Non-GAAP Financial Measures and Key Performance
Indicators” below.
4
Third Quarter 2025 Net Commissions and Fees by Specialty and Revenue by Type
Growth in Net commissions and fees in all specialties was primarily driven by strong organic growth.
| Three Months Ended September 30, | ||||
|---|---|---|---|---|
| (in thousands, except percentages) | 2025 | 2024 | Change | |
| Wholesale Brokerage | 376,788 | 346,666 | $30,122 | 8.7% |
| Binding Authority | 89,636 | 76,497 | 13,139 | 17.2 |
| Underwriting Management | 273,128 | 164,966 | 108,162 | 65.6 |
| Total Net commissions and fees | 739,552 | 588,129 | $151,423 | 25.7% |
All values are in US Dollars.
| Nine Months Ended September 30, | ||||
|---|---|---|---|---|
| (in thousands, except percentages) | 2025 | 2024 | Change | |
| Wholesale Brokerage | 1,214,741 | 1,114,240 | $100,501 | 9.0% |
| Binding Authority | 286,110 | 245,762 | 40,348 | 16.4 |
| Underwriting Management | 755,686 | 446,262 | 309,424 | 69.3 |
| Total Net commissions and fees | 2,256,537 | 1,806,264 | $450,273 | 24.9% |
All values are in US Dollars.
The following tables sets forth our revenue by type of commission and fees:
| Three Months Ended September 30, | ||||
|---|---|---|---|---|
| (in thousands, except percentages) | 2025 | 2024 | Change | |
| Net commissions and policy fees | 672,942 | 555,282 | $117,660 | 21.2% |
| Supplemental and contingent<br><br>commissions | 29,782 | 20,455 | 9,327 | 45.6 |
| Loss mitigation and other fees | 36,828 | 12,392 | 24,436 | 197.2 |
| Total Net commissions and fees | 739,552 | 588,129 | $151,423 | 25.7% |
All values are in US Dollars.
| Nine Months Ended September 30, | ||||
|---|---|---|---|---|
| (in thousands, except percentages) | 2025 | 2024 | Change | |
| Net commissions and policy fees | 2,083,983 | 1,706,781 | $377,202 | 22.1% |
| Supplemental and contingent<br><br>commissions | 103,185 | 58,618 | 44,567 | 76.0 |
| Loss mitigation and other fees | 69,369 | 40,865 | 28,504 | 69.8 |
| Total Net commissions and fees | 2,256,537 | 1,806,264 | $450,273 | 24.9% |
All values are in US Dollars.
Liquidity and Financial Condition
As of September 30, 2025, the Company had Cash and cash equivalents of $153.5 million and outstanding debt
principal of $3.4 billion.
5
Quarterly Dividend
On October 30, 2025, the Company’s board of directors declared a regular quarterly dividend of $0.12 per share on
the outstanding Class A common stock. The regular quarterly dividend will be payable on November 25, 2025, to
stockholders of record as of the close of business on November 11, 2025. A portion of the dividend, $0.05 per share,
will be funded by free cash flow from Ryan Specialty, LLC and will be paid to all holders of the Company’s Class A
common stock and the holders of the LLC Common Units (as defined below).
Full Year 2025 Guidance*
The Company is updating its full year 2025 guidance for Organic Revenue Growth Rate and Adjusted EBITDAC Margin
as follows:
•We are guiding to an Organic Revenue Growth Rate of double digits for the full year 2025.
•We are guiding to an Adjusted EBITDAC Margin of flat to modestly down for the full year 2025, as compared
to the prior year.
The Company has revised the manner in which it is presenting its guidance in response to, among other factors, a
significantly increased and unpredictable opportunity to hire broking and underwriting talent and to make other
investments in its business, which the Company anticipates will persist for at least the near term and will impact
Adjusted EBITDAC Margin. In addition, the revised presentation more closely aligns with common industry practices
for guidance.
The Company is unable to provide a comparable outlook for, or a reconciliation to, Total revenue growth rate or Net
income margin because it cannot provide a meaningful or accurate calculation or estimation of certain reconciling
items without unreasonable effort. Its inability to do so is due to the inherent difficulty in forecasting the timing of
items that have not yet occurred and quantifying certain amounts that are necessary for such reconciliation,
including variations in effective tax rate, expenses to be incurred for acquisition activities, and other one-time or
exceptional items.
*For a definition of Organic revenue growth rate and Adjusted EBITDAC margin, see “Non-GAAP Financial Measures and Key
Performance Indicators” below.
Conference Call Information
Ryan Specialty will hold a conference call to discuss the financial results at 4:45pm Eastern Time on October 30,
- Interested parties may access the conference call through the live webcast, which can be accessed at https://
ryan-specialty-q3-2025-earnings-call.open-exchange.net/registration or by visiting the Company’s Investor Relations
website. Please join the live webcast at least 10 minutes prior to the scheduled start time.
A webcast replay of the call will be available on the Company’s website at ryanspecialty.com in its Investors section
for one year following the call.
About Ryan Specialty
Founded in 2010, Ryan Specialty (NYSE: RYAN) is a service provider of specialty products and solutions for insurance
brokers, agents, and carriers. Ryan Specialty provides distribution, underwriting, product development,
administration, and risk management services by acting as a wholesale broker and a managing underwriter with
delegated authority from insurance carriers. Our mission is to provide industry-leading innovative specialty
insurance solutions for insurance brokers, agents, and carriers. Learn more at ryanspecialty.com.
6
Forward-Looking Statements
All statements in this release and in the corresponding earnings call that are not historical are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve substantial risks
and uncertainties. For example, all statements the Company makes relating to its estimated and projected costs,
expenditures, cash flows, growth rates and financial results, its plans, anticipated amount and timing of cost savings
relating to the restructuring plan, or its plans and objectives for future operations, growth initiatives, or strategies
and the statements under the caption “Full Year 2025 Outlook” are forward-looking statements. Words such as
“anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely”
and variations of such words and similar expressions are intended to identify such forward-looking statements. All
forward-looking statements are subject to risks and uncertainties, known and unknown, that may cause actual
results to differ materially from those that the Company expected. Specific factors that could cause such a difference
include, but are not limited to, those disclosed previously in the Company’s filings with the Securities and Exchange
Commission (“SEC”).
For more detail on the risk factors that may affect the Company’s results, see the section entitled “Risk Factors” in
our most recent annual report on Form 10-K filed with the SEC, and in other documents filed with, or furnished to,
the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements.
Given these factors, as well as other variables that may affect the Company’s operating results, you are cautioned
not to place undue reliance on these forward-looking statements, not to assume that past financial performance will
be a reliable indicator of future performance, and not to use historical trends to anticipate results or trends in future
periods. The forward-looking statements included in this press release and on the related earnings call relate only to
events as of the date hereof. The Company does not undertake, and expressly disclaims, any duty or obligation to
update publicly any forward-looking statement after the date of this release, whether as a result of new information,
future events, changes in assumptions, or otherwise.
Non-GAAP Financial Measures and Key Performance Indicators
In assessing the performance of the Company’s business, non-GAAP financial measures are used that are derived
from the Company’s consolidated financial information, but which are not presented in the Company’s consolidated
financial statements prepared in accordance with GAAP. The Company considers these non-GAAP financial measures
to be useful metrics for management and investors to facilitate operating performance comparisons from period to
period by excluding potential differences caused by variations in capital structures, tax positions, depreciation,
amortization, and certain other items that the Company believes are not representative of its core business. The
Company uses the following non-GAAP measures for business planning purposes, in measuring performance relative
to that of its competitors, to help investors to understand the nature of the Company’s growth, and to enable
investors to evaluate the run-rate performance of the Company. Non-GAAP financial measures should be viewed as
supplementing, and not as an alternative or substitute for, the consolidated financial statements prepared and
presented in accordance with GAAP. The footnotes to the reconciliation tables below should be read in conjunction
with the unaudited consolidated quarterly financial statements in the Company’s Quarterly Report on form 10-Q
filed with the SEC. Industry peers may provide similar supplemental information but may not define similarly-named
metrics in the same way and may not make identical adjustments.
Organic revenue growth rate: Organic revenue growth rate represents the percentage change in Net commissions
and fees, as compared to the same period for the prior year, adjusted to eliminate revenue attributable to
acquisitions for the first twelve months of ownership, revenue attributable to sold businesses for the subsequent
twelve months after the sale, and other items such as contingent commissions and the impact of changes in foreign
exchange rates.
Adjusted compensation and benefits expense: Adjusted compensation and benefits expense is defined as
Compensation and benefits expense adjusted to reflect items such as (i) equity-based compensation, (ii) acquisition
7
and restructuring related compensation expenses, and (iii) other exceptional or non-recurring compensation
expenses, as applicable. The most directly comparable GAAP financial metric is Compensation and benefits expense.
Adjusted general and administrative expense: Adjusted general and administrative expense is defined as General
and administrative expense adjusted to reflect items such as (i) acquisition and restructuring related general and
administrative expenses, and (ii) other exceptional or non-recurring general and administrative expenses, as
applicable. The most directly comparable GAAP financial metric is General and administrative expense.
Adjusted compensation and benefits expense ratio: Adjusted compensation and benefits expense ratio is defined
as the Adjusted compensation and benefits expense as a percentage of Total revenue. The most directly comparable
GAAP financial metric is Compensation and benefits expense ratio.
Adjusted general and administrative expense ratio: Adjusted general and administrative expense ratio is defined as
the Adjusted general and administrative expense as a percentage of Total revenue. The most directly comparable
GAAP financial metric is General and administrative expense ratio.
Adjusted EBITDAC: Adjusted EBITDAC is defined as Net income before Interest expense, net, Income tax expense,
Depreciation, Amortization, and Change in contingent consideration, adjusted to reflect items such as (i) equity-
based compensation, (ii) acquisition-related expenses, and (iii) other exceptional or non-recurring items, as
applicable. Acquisition-related expense includes one-time diligence, transaction-related, and integration costs.
Acquisition-related expense included a $4.5 million charge for the nine months ended September 30, 2024, related
to a deal-contingent foreign exchange forward contract associated with the Castel acquisition. The remaining
charges in both years represent typical one-time diligence, transaction-related, and integration costs. Acquisition-
related long-term incentive compensation arises from long-term incentive plans associated with acquisitions. These
plans require service requirements, and in some cases performance targets, to be met in order to be earned.
Restructuring and related expense consists of compensation and benefits, occupancy, contractors, professional
services, and license fees related to the ACCELERATE 2025 program, which concluded at the end of 2024. The
compensation and benefits expense included severance as well as employment costs related to services rendered
between the notification and termination dates and other termination payments. Amortization and expense is
composed of charges related to discontinued prepaid incentive programs. For the three months ended
September 30, 2025, Other non-operating loss (income) consisted of $0.3 million of forfeitures of vested equity
awards, $0.2 million of seller reimbursement of acquisition-related retention incentives, $0.2 million of sublease
income offset by $0.4 million of TRA contractual interest and related charges. For the three months ended
September 30, 2024, Other non-operating loss (income) consisted of $16.2 million of term loan modification
expense and $0.5 million of TRA contractual interest and related charges offset by $0.1 million of sublease income.
For the nine months ended September 30, 2025, Other non-operating loss (income) consisted of $0.6 million of
seller reimbursement of acquisition-related retention incentives, $0.4 million of sublease income, and $0.3 million of
forfeitures of vested equity awards offset by $0.8 million of TRA contractual interest and related charges. For the
nine months ended September 30, 2024, Other non-operating loss (income) consisted of $18.1 million of expense
related to term loan modifications and $0.8 million of TRA contractual interest and related charges offset by $0.4
million of sublease income. Equity-based compensation reflects non-cash equity-based expense. IPO related
expenses include compensation-related expense primarily related to the expense for new awards issued at IPO as
well as expense related to the revaluation of existing equity awards at IPO.
Adjusted EBITDAC margin: Adjusted EBITDAC margin is defined as Adjusted EBITDAC as a percentage of Total
revenue. The most directly comparable GAAP financial metric is Net income margin.
Adjusted net income: Adjusted net income is defined as tax-effected earnings before amortization and certain items
of income and expense, gains and losses, equity-based compensation, acquisition related long-term incentive
compensation, acquisition-related expenses, costs associated with our IPO, and certain exceptional or non-recurring
items. The Company will be subject to United States federal income taxes, in addition to state, local, and foreign
taxes, with respect to its allocable share of any net taxable income of Ryan Specialty, LLC (together with its parent
New Ryan Specialty, LLC and their subsidiaries, the “LLC”). For comparability purposes, this calculation incorporates
8
the impact of federal and state statutory tax rates on 100% of the Company’s adjusted pre-tax income as if the
Company owned 100% of Ryan Specialty, LLC. The most directly comparable GAAP financial metric is Net income.
Adjusted net income margin: Adjusted net income margin is defined as Adjusted net income as a percentage of
Total revenue. The most directly comparable GAAP financial metric is Net income margin.
Adjusted diluted earnings per share: Adjusted diluted earnings per share is defined as Adjusted net income divided
by diluted shares outstanding after adjusting for the effect if 100% of the outstanding LLC Common Units (“LLC
Common Units”), together with the shares of Class B common stock, vested Class C Incentive Units, vested but
unexercised Options, and unvested equity awards were exchanged into shares of Class A common stock as if 100%
of unvested equity awards were vested. The most directly comparable GAAP financial metric is Diluted earnings per
share.
Credit Adjusted EBITDAC: Credit Adjusted EBITDAC is defined as Adjusted EBITDAC as further adjusted without
duplication for: acquired EBITDAC from the beginning of the applicable twelve month reference period through the
acquisition close date, certain annualized run rate expected cost savings and initiatives, and certain other
adjustments as permitted in calculating leverage ratios under our debt agreements. The Company presents Credit
Adjusted EBITDAC as an additional measure of liquidity and leverage. The calculation of Credit Adjusted EBITDAC
pursuant to our debt agreements permits certain estimates and assumptions that may differ from actual results.
The summary unaudited consolidated financial data presented for the twelve months ended September 30, 2025,
was derived by adding the consolidated financial data of the Company for the twelve months ended December 31,
2024, to the consolidated financial data of the Company for the nine months ended September 30, 2025, and
subtracting the consolidated financial data of the Company for the nine months ended September 30, 2024. The
summary unaudited consolidated financial data for the twelve months ended September 30, 2025, has been
prepared for illustrative purposes only and is not necessarily representative of our results of operations for any
future period or our financial condition at any future date.
The reconciliation of the above non-GAAP measures to each of their most directly comparable GAAP financial
measure is set forth in the reconciliation table accompanying this release.
With respect to the Organic revenue growth rate and Adjusted EBITDAC margin outlook presented in the “Full Year
2025 Outlook” section of this press release, the Company is unable to provide a comparable outlook for, or a
reconciliation to, Total revenue growth rate or Net income margin because it cannot provide a meaningful or
accurate calculation or estimation of certain reconciling items without unreasonable effort. Its inability to do so is
due to the inherent difficulty in forecasting the timing of items that have not yet occurred and quantifying certain
amounts that are necessary for such reconciliation, including variations in effective tax rate, expenses to be incurred
for acquisition activities, and other one-time or exceptional items.
Contacts:
| Investor Relations<br><br>Nicholas Mezick<br><br>VP, Investor Relations<br><br>Ryan Specialty<br><br>IR@ryanspecialty.com<br><br>Phone: (312) 784-6152 | Media Relations<br><br>Alice Phillips Topping<br><br>SVP, Chief Marketing & Communications Officer<br><br>Ryan Specialty<br><br>Alice.Topping@ryanspecialty.com<br><br>Phone: (312) 635-5976 |
|---|
9
Consolidated Statements of Income (Unaudited)
| Three Months Ended<br><br>September 30, | Nine Months Ended<br><br>September 30, | |||
|---|---|---|---|---|
| (in thousands, except percentages and per share data) | 2025 | 2024 | 2025 | 2024 |
| Revenue | ||||
| Net commissions and fees | $739,552 | $588,129 | $2,256,537 | $1,806,264 |
| Fiduciary investment income | 15,025 | 16,565 | 43,376 | 45,917 |
| Total revenue | $754,577 | $604,694 | $2,299,913 | $1,852,181 |
| Expenses | ||||
| Compensation and benefits | 440,434 | 393,249 | 1,355,995 | 1,180,825 |
| General and administrative | 117,589 | 88,684 | 330,698 | 247,518 |
| Amortization | 70,188 | 39,182 | 204,841 | 97,711 |
| Depreciation | 3,607 | 2,467 | 9,134 | 6,820 |
| Change in contingent consideration | 11,968 | (365) | (2,833) | 813 |
| Total operating expenses | $643,786 | $523,217 | $1,897,835 | $1,533,687 |
| Operating income | $110,791 | $81,477 | $402,078 | $318,494 |
| Interest expense, net | 56,344 | 49,388 | 169,186 | 109,916 |
| (Income) from equity method investments | (4,957) | (4,182) | (15,050) | (13,510) |
| Other non-operating loss (income) | (402) | 16,590 | (636) | 18,575 |
| Income before income taxes | $59,806 | $19,681 | $248,578 | $203,513 |
| Income tax expense (benefit) | (2,797) | (8,962) | 65,659 | 16,155 |
| Net income | $62,603 | $28,643 | $182,919 | $187,358 |
| GAAP financial measures | ||||
| Total revenue | $754,577 | $604,694 | $2,299,913 | $1,852,181 |
| Net commissions and fees | 739,552 | 588,129 | 2,256,537 | 1,806,264 |
| Compensation and benefits | 440,434 | 393,249 | 1,355,995 | 1,180,825 |
| General and administrative | 117,589 | 88,684 | 330,698 | 247,518 |
| Net income | 62,603 | 28,643 | 182,919 | 187,358 |
| Compensation and benefits expense ratio (1) | 58.4 % | 65.0 % | 59.0 % | 63.8 % |
| General and administrative expense ratio (2) | 15.6 % | 14.7 % | 14.4 % | 13.4 % |
| Net income margin (3) | 8.3 % | 4.7 % | 8.0 % | 10.1 % |
| Earnings per share (4) | $0.24 | $0.15 | $0.44 | $0.67 |
| Diluted earnings per share (4) | $0.20 | $0.09 | $0.41 | $0.59 |
Non-GAAP Financial Measures (Unaudited)
| Three Months Ended<br><br>September 30, | Nine Months Ended<br><br>September 30, | |||
|---|---|---|---|---|
| (in thousands, except percentages and per share data) | 2025 | 2024 | 2025 | 2024 |
| Non-GAAP financial measures* | ||||
| Organic revenue growth rate | 15.0 % | 11.8 % | 11.4 % | 13.3 % |
| Adjusted compensation and benefits expense | $417,217 | $343,442 | $1,268,059 | $1,057,424 |
| Adjusted compensation and benefits expense ratio | 55.3 % | 56.8 % | 55.1 % | 57.1 % |
| Adjusted general and administrative expense | $101,827 | $70,991 | $287,414 | $199,583 |
| Adjusted general and administrative expense ratio | 13.5 % | 11.7 % | 12.5 % | 10.8 % |
| Adjusted EBITDAC | $235,533 | $190,261 | $744,440 | $595,174 |
| Adjusted EBITDAC margin | 31.2 % | 31.5 % | 32.4 % | 32.1 % |
| Adjusted net income | $131,704 | $113,633 | $424,225 | $369,604 |
| Adjusted net income margin | 17.5 % | 18.8 % | 18.4 % | 20.0 % |
| Adjusted diluted earnings per share | $0.47 | $0.41 | $1.52 | $1.34 |
10
Consolidated Balance Sheets (Unaudited)
| (in thousands, except share and per share data) | September 30, 2025 | December 31, 2024 |
|---|---|---|
| ASSETS | ||
| CURRENT ASSETS | ||
| Cash and cash equivalents | $153,485 | $540,203 |
| Commissions and fees receivable – net | 439,796 | 389,758 |
| Fiduciary cash and receivables | 3,747,095 | 3,739,727 |
| Prepaid incentives – net | 10,112 | 9,219 |
| Other current assets | 96,353 | 109,951 |
| Total current assets | $4,446,841 | $4,788,858 |
| NON-CURRENT ASSETS | ||
| Goodwill | 3,129,889 | 2,646,676 |
| Customer relationships | 1,508,880 | 1,392,048 |
| Other intangible assets | 110,978 | 83,674 |
| Prepaid incentives – net | 16,809 | 17,442 |
| Equity method investments | 101,845 | 70,877 |
| Property and equipment – net | 69,790 | 50,209 |
| Lease right-of-use assets | 134,513 | 133,256 |
| Deferred tax assets | 318,076 | 448,289 |
| Other non-current assets | 14,237 | 18,589 |
| Total non-current assets | $5,405,017 | $4,861,060 |
| TOTAL ASSETS | $9,851,858 | $9,649,918 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
| CURRENT LIABILITIES | ||
| Accounts payable and accrued liabilities | $257,493 | $249,200 |
| Accrued compensation | 360,614 | 486,322 |
| Operating lease liabilities | 24,565 | 22,107 |
| Tax Receivable Agreement liabilities | 25,320 | — |
| Short-term debt and current portion of long-term debt | 41,814 | 51,732 |
| Fiduciary liabilities | 3,747,095 | 3,739,727 |
| Total current liabilities | $4,456,901 | $4,549,088 |
| NON-CURRENT LIABILITIES | ||
| Accrued compensation | 75,881 | 49,362 |
| Operating lease liabilities | 159,263 | 159,231 |
| Long-term debt | 3,349,380 | 3,231,128 |
| Tax Receivable Agreement liabilities | 447,904 | 436,296 |
| Deferred tax liabilities | 37,718 | 39,922 |
| Other non-current liabilities | 92,940 | 86,606 |
| Total non-current liabilities | $4,163,086 | $4,002,545 |
| TOTAL LIABILITIES | $8,619,987 | $8,551,633 |
| STOCKHOLDERS’ EQUITY | ||
| Class A common stock ($0.001 par value; 1,000,000,000 shares authorized, 128,703,235 and<br><br>125,411,089 shares issued and outstanding at September 30, 2025 and December 31, 2024,<br><br>respectively) | 129 | 125 |
| Class B common stock ($0.001 par value; 1,000,000,000 shares authorized, 135,082,847 and<br><br>136,456,313 shares issued and outstanding at September 30, 2025 and December 31, 2024,<br><br>respectively) | 135 | 136 |
| Class X common stock (0.001 par value; 0 shares authorized, issued, and outstanding at September<br><br>30, 2025; 10,000,000 shares authorized, 640,784 shares issued and 0 outstanding at December 31,<br><br>2024) | — | — |
| Preferred stock ($0.001 par value; 500,000,000 shares authorized, 0 shares issued and outstanding<br><br>at September 30, 2025 and December 31, 2024) | — | — |
| Additional paid-in capital | 490,284 | 506,258 |
| Retained earnings | 128,849 | 122,939 |
| Accumulated other comprehensive income (loss) | 11,076 | (1,796) |
| Total stockholders’ equity attributable to Ryan Specialty Holdings, Inc. | $630,473 | $627,662 |
| Non-controlling interests | 601,398 | 470,623 |
| Total stockholders’ equity | $1,231,871 | $1,098,285 |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $9,851,858 | $9,649,918 |
11
Consolidated Statements of Cash Flows (Unaudited)
| Nine Months Ended<br><br>September 30, | ||
|---|---|---|
| (in thousands) | 2025 | 2024 |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Net income | $182,919 | $187,358 |
| Adjustments to reconcile net income to cash flows provided by operating activities: | ||
| Income from equity method investments | (15,050) | (13,510) |
| Amortization | 204,841 | 97,711 |
| Depreciation | 9,134 | 6,820 |
| Prepaid and deferred compensation expense | 33,613 | 25,220 |
| Non-cash equity-based compensation | 50,988 | 61,664 |
| Amortization of deferred debt issuance costs | 7,157 | 21,838 |
| Amortization of interest rate cap premium | 5,216 | 5,216 |
| Deferred income tax expense (benefit) | 11,472 | (1,959) |
| Deferred income tax expense from common control reorganization | 47,978 | — |
| Loss on Tax Receivable Agreement | 783 | 646 |
| Changes in operating assets and liabilities, net of acquisitions: | ||
| Commissions and fees receivable – net | (6,392) | 21,514 |
| Accrued interest liability | (12,489) | 2,260 |
| Other current and non-current assets | 19,520 | (12,826) |
| Other current and non-current accrued liabilities | (159,269) | (146,724) |
| Total cash flows provided by operating activities | $380,421 | $255,228 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Business combinations – net of cash acquired and cash held in a fiduciary capacity | (636,925) | (1,256,732) |
| Capital expenditures | (50,678) | (29,705) |
| Equity method investment in VSIC | (16,561) | — |
| Asset acquisitions | (3,014) | — |
| Total cash flows used in investing activities | $(707,178) | $(1,286,437) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from Senior Secured Notes | — | 595,200 |
| Borrowings on Revolving Credit Facility | 1,114,872 | 850,000 |
| Repayments on Revolving Credit Facility | (990,857) | (850,000) |
| Debt issuance costs paid | (2,889) | (16,771) |
| Proceeds from term debt | — | 107,625 |
| Repayment of term debt | (12,750) | (8,250) |
| Receipt of contingently returnable consideration | 1,927 | — |
| Payment of contingent consideration | (29,252) | — |
| Tax distributions to non-controlling LLC Unitholders | (45,695) | (65,833) |
| Receipt of taxes related to net share settlement of equity awards | 35,174 | 26,502 |
| Taxes paid related to net share settlement of equity awards | (36,051) | (18,516) |
| Class A common stock dividends and Dividend Equivalents paid | (46,825) | (66,507) |
| Distributions and Declared Distributions paid to non-controlling LLC Unitholders | (20,428) | (16,754) |
| Payment of accrued return on Ryan Re preferred units | (249) | (2,047) |
| Net change in fiduciary liabilities | 38,341 | 90,700 |
| Total cash flows provided by financing activities | $5,318 | $625,349 |
| Effect of changes in foreign exchange rates on cash, cash equivalents, and cash and cash<br><br>equivalents held in a fiduciary capacity | 14,507 | 5,641 |
| NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A<br><br>FIDUCIARY CAPACITY | $(306,932) | $(400,219) |
| CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY<br><br>—Beginning balance | 1,680,805 | 1,756,332 |
| CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY<br><br>—Ending balance | $1,373,873 | $1,356,113 |
| Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary<br><br>capacity | ||
| Cash and cash equivalents | $153,485 | $235,199 |
| Cash and cash equivalents held in a fiduciary capacity | 1,220,388 | 1,120,914 |
| Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity | $1,373,873 | $1,356,113 |
12
Reconciliation of Organic Revenue Growth Rate
| Three Months Ended<br><br>September 30, | Nine Months Ended<br><br>September 30, | |||
|---|---|---|---|---|
| (in thousands, except percentages) | 2025 | 2024 | 2025 | 2024 |
| Current period Net commissions and fees revenue | $739,552 | $588,129 | $2,256,537 | $1,806,264 |
| Less: Current period contingent commissions | (24,310) | (14,842) | (82,164) | (44,741) |
| Less: Revenue attributable to sold businesses | (65) | — | (354) | — |
| Net commissions and fees revenue<br><br>excluding contingent commissions | $715,177 | $573,287 | $2,174,019 | $1,761,523 |
| Prior period Net commissions and fees revenue | $588,129 | $487,345 | $1,806,264 | $1,507,878 |
| Less: Prior year contingent commissions | (14,842) | (4,487) | (44,741) | (30,624) |
| Less: Revenue attributable to sold businesses | (427) | — | (1,548) | — |
| Prior period Net commissions and fees revenue<br><br>excluding contingent commissions | $572,860 | $482,858 | $1,759,975 | $1,477,254 |
| Change in Net commissions and fees revenue excluding<br><br>contingent commissions | $142,317 | $90,429 | $414,044 | $284,269 |
| Less: Mergers and acquisitions Net commissions and fees<br><br>revenue excluding contingent commissions | (55,650) | (33,416) | (212,249) | (87,690) |
| Impact of change in foreign exchange rates | (923) | (196) | (1,324) | (521) |
| Organic revenue growth (Non-GAAP) | $85,744 | $56,817 | $200,471 | $196,058 |
| Net commissions and fees revenue growth rate (GAAP) | 25.7 % | 20.7 % | 24.9 % | 19.8 % |
| Less: Impact of contingent commissions (1) | (0.9) | (2.0) | (1.4) | (0.6) |
| Net commissions and fees revenue<br><br>excluding contingent commissions growth rate (2) | 24.8 % | 18.7 % | 23.5 % | 19.2 % |
| Less: Mergers and acquisitions Net commissions and fees<br><br>revenue excluding contingent commissions (3) | (9.7) | (6.9) | (12.0) | (5.9) |
| Impact of change in foreign exchange rates (4) | (0.1) | 0.0 | (0.1) | 0.0 |
| Organic Revenue Growth Rate (Non-GAAP) | 15.0 % | 11.8 % | 11.4 % | 13.3 % |
(1)Calculated by subtracting Net commissions and fees revenue growth rate from net commissions and fees revenue
excluding contingent commissions growth rate and revenue from sold businesses.
(2)Calculated by dividing the change in Total net commissions & fees revenue excluding contingent commissions by
prior year net commissions and fees excluding contingent commissions and revenue from sold businesses.
(3)Calculated by taking the mergers and acquisitions net commissions and fees revenue excluding contingent
commissions, representing the first 12 months of net commissions and fees revenue generated from acquisitions,
divided by prior period net commissions and fees revenue excluding contingent commissions and revenue from
sold businesses.
(4)Calculated by taking the change in foreign exchange rates divided by prior period net commissions and fees
revenue excluding contingent commissions and revenue from sold businesses.
13
Reconciliation of Adjusted Compensation and Benefits Expense to Compensation and Benefits Expense
| Three Months Ended<br><br>September 30, | Nine Months Ended<br><br>September 30, | |||
|---|---|---|---|---|
| (in thousands, except percentages) | 2025 | 2024 | 2025 | 2024 |
| Total revenue | $754,577 | $604,694 | $2,299,913 | $1,852,181 |
| Compensation and benefits expense | $440,434 | $393,249 | $1,355,995 | $1,180,825 |
| Acquisition-related expense | (3,583) | (3,785) | (8,546) | (5,171) |
| Acquisition related long-term incentive compensation | (7,463) | (15,775) | (25,115) | (17,039) |
| Restructuring and related expense | — | (5,693) | — | (35,676) |
| Amortization and expense related to discontinued prepaid<br><br>incentives | (981) | (1,095) | (3,287) | (3,851) |
| Equity-based compensation (1) | (7,432) | (17,385) | (36,854) | (39,656) |
| Initial public offering related expense | (3,758) | (6,074) | (14,134) | (22,008) |
| Adjusted compensation and benefits expense (2) | $417,217 | $343,442 | $1,268,059 | $1,057,424 |
| Compensation and benefits expense ratio | 58.4% | 65.0% | 59.0% | 63.8% |
| Adjusted compensation and benefits expense ratio | 55.3% | 56.8% | 55.1% | 57.1% |
(1)For the three months ended September 30, 2025, $5.8 million of expense was reversed associated with certain
executive performance-based awards. For the three months ended September 30, 2024, Equity-based
compensation included $4.6 million of expense associated with the removal of equity transfer restrictions for an
executive officer of the Company. See “Note 8, Equity-Based Compensation” of the unaudited quarterly financial
statements for additional discussion.
(2)Adjustments made to Compensation and benefits expense are described in the definition of Adjusted EBITDAC in
“Non-GAAP Financial Measures and Key Performance Indicators.”
Reconciliation of Adjusted General and Administrative Expense to General and Administrative Expense
| Three Months Ended<br><br>September 30, | Nine Months Ended<br><br>September 30, | |||
|---|---|---|---|---|
| (in thousands, except percentages) | 2025 | 2024 | 2025 | 2024 |
| Total revenue | $754,577 | $604,694 | $2,299,913 | $1,852,181 |
| General and administrative expense | $117,589 | $88,684 | $330,698 | $247,518 |
| Acquisition-related expense | (15,762) | (12,560) | (43,284) | (35,779) |
| Restructuring and related expense | — | (5,133) | — | (12,156) |
| Adjusted general and administrative expense (1) | $101,827 | $70,991 | $287,414 | $199,583 |
| General and administrative expense ratio | 15.6% | 14.7% | 14.4% | 13.4% |
| Adjusted general and administrative expense ratio | 13.5% | 11.7% | 12.5% | 10.8% |
(1)Adjustments made to General and administrative expense are described in the definition of Adjusted EBITDAC in
“Non-GAAP Financial Measures and Key Performance Indicators.”
14
Reconciliation of Adjusted EBITDAC to Net Income
| Three Months Ended<br><br>September 30, | Nine Months Ended<br><br>September 30, | |||
|---|---|---|---|---|
| (in thousands, except percentages) | 2025 | 2024 | 2025 | 2024 |
| Total revenue | $754,577 | $604,694 | $2,299,913 | $1,852,181 |
| Net income | $62,603 | $28,643 | $182,919 | $187,358 |
| Interest expense, net | 56,344 | 49,388 | 169,186 | 109,916 |
| Income tax expense (benefit) | (2,797) | (8,962) | 65,659 | 16,155 |
| Depreciation | 3,607 | 2,467 | 9,134 | 6,820 |
| Amortization | 70,188 | 39,182 | 204,841 | 97,711 |
| Change in contingent consideration | 11,968 | (365) | (2,833) | 813 |
| EBITDAC | $201,913 | $110,353 | $628,906 | $418,773 |
| Acquisition-related expense | 19,345 | 16,345 | 51,830 | 40,950 |
| Acquisition related long-term incentive compensation | 7,463 | 15,775 | 25,115 | 17,039 |
| Restructuring and related expense | — | 10,826 | — | 47,832 |
| Amortization and expense related to discontinued<br><br>prepaid incentives | 981 | 1,095 | 3,287 | 3,851 |
| Other non-operating loss (income) | (402) | 16,590 | (636) | 18,575 |
| Equity-based compensation | 7,432 | 17,385 | 36,854 | 39,656 |
| IPO related expenses | 3,758 | 6,074 | 14,134 | 22,008 |
| (Income) from equity method investments | (4,957) | (4,182) | (15,050) | (13,510) |
| Adjusted EBITDAC | $235,533 | $190,261 | $744,440 | $595,174 |
| Net income margin | 8.3% | 4.7% | 8.0% | 10.1% |
| Adjusted EBITDAC margin | 31.2% | 31.5% | 32.4% | 32.1% |
15
Reconciliation of Adjusted Net Income to Net Income
| Three Months Ended<br><br>September 30, | Nine Months Ended<br><br>September 30, | |||
|---|---|---|---|---|
| (in thousands, except percentages) | 2025 | 2024 | 2025 | 2024 |
| Total revenue | $754,577 | $604,694 | $2,299,913 | $1,852,181 |
| Net income | $62,603 | $28,643 | $182,919 | $187,358 |
| Income tax expense (benefit) | (2,797) | (8,962) | 65,659 | 16,155 |
| Amortization | 70,188 | 39,182 | 204,841 | 97,711 |
| Amortization of deferred debt issuance costs (1) | 2,397 | 15,402 | 7,157 | 21,838 |
| Change in contingent consideration | 11,968 | (365) | (2,833) | 813 |
| Acquisition-related expense | 19,345 | 16,345 | 51,830 | 40,950 |
| Acquisition related long-term incentive compensation | 7,463 | 15,775 | 25,115 | 17,039 |
| Restructuring and related expense | — | 10,826 | — | 47,832 |
| Amortization and expense related to discontinued<br><br>prepaid incentives | 981 | 1,095 | 3,287 | 3,851 |
| Other non-operating loss (income) | (402) | 16,590 | (636) | 18,575 |
| Equity-based compensation | 7,432 | 17,385 | 36,854 | 39,656 |
| IPO related expenses | 3,758 | 6,074 | 14,134 | 22,008 |
| (Income) from equity method investments | (4,957) | (4,182) | (15,050) | (13,510) |
| Adjusted income before income taxes (2) | $177,979 | $153,808 | $573,277 | $500,276 |
| Adjusted income tax expense (3) | (46,275) | (40,175) | (149,052) | (130,672) |
| Adjusted net income | $131,704 | $113,633 | $424,225 | $369,604 |
| Net income margin | 8.3% | 4.7% | 8.0% | 10.1% |
| Adjusted net income margin | 17.5% | 18.8% | 18.4% | 20.0% |
(1)Interest expense, net includes amortization of deferred debt issuance costs.
(2)Adjustments made to Net income are described in the definition of Adjusted EBITDAC in “Non-GAAP Financial
Measures and Key Performance Indicators.”
(3)The Company is subject to United States federal income taxes, in addition to state, local, and foreign taxes, with
respect to our allocable share of any net taxable income of the LLC. For the three and nine months ended
September 30, 2025, this calculation of adjusted income tax expense is based on a federal statutory rate of 21%
and a combined state income tax rate net of federal benefits of 5.00% on 100% of our adjusted income before
income taxes as if the Company owned 100% of the LLC. For the three and nine months ended September 30,
2024, this calculation of adjusted income tax expense is based on a federal statutory rate of 21% and a combined
state income tax rate net of federal benefits of 5.12% on 100% of our adjusted income before income taxes as if
the Company owned 100% of the LLC.
16
Reconciliation of Adjusted Diluted Earnings per Share to Diluted Earnings per Share
| Three Months Ended<br><br>September 30, | Nine Months Ended<br><br>September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Earnings per share of Class A common stock – diluted | $0.20 | $0.09 | $0.41 | $0.59 |
| Less: Net income attributed to dilutive shares and substantively<br><br>vested RSUs (1) | (0.09) | (0.03) | (0.01) | (0.29) |
| Plus: Impact of all LLC Common Units exchanged for Class A shares (2) | 0.12 | 0.05 | 0.27 | 0.39 |
| Plus: Adjustments to Adjusted net income (3) | 0.25 | 0.31 | 0.88 | 0.67 |
| Plus: Dilutive impact of unvested equity awards (4) | (0.01) | (0.01) | (0.03) | (0.02) |
| Adjusted diluted earnings per share | $0.47 | $0.41 | $1.52 | $1.34 |
| (Share count in ’000) | ||||
| Weighted-average shares of Class A common stock outstanding –<br><br>diluted | 273,462 | 272,686 | 138,090 | 271,283 |
| Plus: Impact of all LLC Common Units exchanged for Class A shares (2) | — | — | 135,644 | — |
| Plus: Dilutive impact of unvested equity awards (4) | 5,526 | 3,467 | 5,407 | 4,445 |
| Adjusted diluted earnings per share diluted share count | 278,988 | 276,153 | 279,141 | 275,728 |
(1)Adjustment removes the impact of Net income attributed to dilutive awards and substantively vested RSUs to
arrive at Net income attributable to Ryan Specialty Holdings, Inc. For the three months ended September 30, 2025
and 2024, this removes $23.4 million and $8.3 million of Net income, respectively, on 273.5 million and 272.7
million Weighted-average shares of Class A common stock outstanding - diluted, respectively. For the nine months
ended September 30, 2025, and 2024, this removes $1.2 million and $78.3 million of Net income, respectively on
138.1 million and 271.3 million Weighted average shares of Class A common stock outstanding - diluted,
respectively. See “Note 9, Earnings Per Share” of the unaudited quarterly consolidated financial statements.
(2)For comparability purposes, this calculation incorporates the Net income that would be distributable if all LLC
Common Units (together with shares of Class B common stock) were exchanged for shares of Class A common
stock. For the three months ended September 30, 2025 and 2024, this includes $31.5 million and $11.1 million of
Net income, respectively, on 273.5 million and 272.7 million Weighted-average shares of Class A common stock
outstanding - diluted, respectively. For the nine months ended September 30, 2025, and 2024, this includes $127.5
million and $106.4 million of Net income, respectively, on 273.7 million and 271.3 million Weighted-average shares
of Class A common stock outstanding - diluted, respectively. For the nine months ended September 30, 2025,
135.6 million weighted average outstanding LLC Common Units were considered dilutive and included in the 273.7
million Weighted-average shares of Class A common stock outstanding - diluted within Diluted EPS. See “Note 9,
Earnings Per Share” of the unaudited quarterly consolidated financial statements.
(3)Adjustments to Adjusted net income are described in the footnotes of the reconciliation of Adjusted net income to
Net income in “Adjusted Net Income and Adjusted Net Income Margin” on 273.5 million and 272.7 million
Weighted-average shares of Class A common stock outstanding - diluted for the three months ended
September 30, 2025 and 2024, respectively, and 273.7 million and 271.3 million Weighted-average shares of Class
A common stock outstanding - diluted for the nine months ended September 30, 2025 and 2024, respectively.
(4)For comparability purposes and to be consistent with the treatment of the adjustments to arrive at Adjusted net
income, the dilutive effect of unvested equity awards as well as outstanding vested options and vested Class C
Incentive Units is calculated using the treasury stock method as if the weighted-average unrecognized cost
associated with the awards was $0 over the period, less any unvested equity awards determined to be dilutive
within the Diluted EPS calculation disclosed in “Note 9, Earnings Per Share” of the unaudited quarterly
consolidated financial statements. For the three months ended September 30, 2025 and 2024, 5.5 million and 3.5
million shares were added to the calculation, respectively. For the nine months ended September 30, 2025 and
2024, 5.4 million and 4.4 million shares were added to the calculation, respectively.
17
Reconciliation of Credit Adjusted EBITDAC to Net Income
| (in thousands) | Twelve Months Ended<br><br>September 30, 2025 |
|---|---|
| Total Revenue | $2,963,442 |
| Net Income | $225,474 |
| Interest expense, net | 217,718 |
| Income tax expense | 92,145 |
| Depreciation | 12,099 |
| Amortization | 264,975 |
| Change in contingent consideration (1) | (26,505) |
| EBITDAC | $785,906 |
| Acquisition-related expense | 80,722 |
| Acquisition related long-term incentive compensation | 33,022 |
| Restructuring and related expense | 11,865 |
| Amortization and expense related to discontinued prepaid incentives | 4,596 |
| Other non-operating (income) | (4,170) |
| Equity-based compensation | 49,236 |
| IPO related expenses | 19,083 |
| (Income) from equity method investments | (19,771) |
| Adjusted EBITDAC (2) | $960,489 |
| Credit adjustments (3) | 26,357 |
| Credit Adjusted EBITDAC | $986,846 |
(1)For the twelve months ended September 30, 2025, Change in contingent consideration included a $39.8 million
decrease in valuation of the US Assure contingent consideration as a result of increased loss ratios impacting
projected profit commissions and business performance.
(2)Adjustments made to Net income are described in the definition of Adjusted EBITDAC in “Non-GAAP Financial
Measures and Key Performance Indicators.”
(3)Adjustments made to Adjusted EBITDAC represent (without duplication) additional adjustments permitted under
our debt agreements.