false2026Q1000184925312-310.330.330.330.330.330.330.330.330.330.330.330.33http://fasb.org/us-gaap/2025#InterestIncomeExpenseNonoperatingNethttp://fasb.org/us-gaap/2025#InterestIncomeExpenseNonoperatingNet011362xbrli:sharesiso4217:USDiso4217:USDxbrli:sharesryan:segmentxbrli:pureryan:voteryan:investorryan:segregatedAccount00018492532026-01-012026-03-310001849253us-gaap:CommonClassAMember2026-04-270001849253us-gaap:CommonClassBMember2026-04-2700018492532025-01-012025-03-310001849253us-gaap:CommonClassAMember2026-01-012026-03-310001849253us-gaap:CommonClassAMember2025-01-012025-03-3100018492532026-03-3100018492532025-12-310001849253us-gaap:CommonClassAMember2026-03-310001849253us-gaap:CommonClassAMember2025-12-310001849253us-gaap:CommonClassBMember2025-12-310001849253us-gaap:CommonClassBMember2026-03-3100018492532024-12-3100018492532025-03-310001849253us-gaap:CommonClassAMemberus-gaap:CommonStockMember2025-12-310001849253us-gaap:CommonClassBMemberus-gaap:CommonStockMember2025-12-310001849253us-gaap:AdditionalPaidInCapitalMember2025-12-310001849253us-gaap:RetainedEarningsMember2025-12-310001849253us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310001849253us-gaap:NoncontrollingInterestMember2025-12-310001849253us-gaap:RetainedEarningsMember2026-01-012026-03-310001849253us-gaap:NoncontrollingInterestMember2026-01-012026-03-310001849253us-gaap:CommonClassAMemberus-gaap:CommonStockMember2026-01-012026-03-310001849253us-gaap:CommonClassBMemberus-gaap:CommonStockMember2026-01-012026-03-310001849253us-gaap:AdditionalPaidInCapitalMember2026-01-012026-03-310001849253us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-01-012026-03-310001849253us-gaap:CommonClassAMemberus-gaap:CommonStockMember2026-03-310001849253us-gaap:CommonClassBMemberus-gaap:CommonStockMember2026-03-310001849253us-gaap:AdditionalPaidInCapitalMember2026-03-310001849253us-gaap:RetainedEarningsMember2026-03-310001849253us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-03-310001849253us-gaap:NoncontrollingInterestMember2026-03-310001849253us-gaap:CommonClassAMemberus-gaap:CommonStockMember2024-12-310001849253us-gaap:CommonClassBMemberus-gaap:CommonStockMember2024-12-310001849253us-gaap:AdditionalPaidInCapitalMember2024-12-310001849253us-gaap:RetainedEarningsMember2024-12-310001849253us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001849253us-gaap:NoncontrollingInterestMember2024-12-310001849253us-gaap:RetainedEarningsMember2025-01-012025-03-310001849253us-gaap:NoncontrollingInterestMember2025-01-012025-03-310001849253us-gaap:CommonClassAMemberus-gaap:CommonStockMember2025-01-012025-03-310001849253us-gaap:CommonClassBMemberus-gaap:CommonStockMember2025-01-012025-03-310001849253us-gaap:AdditionalPaidInCapitalMember2025-01-012025-03-310001849253us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-03-310001849253us-gaap:CommonClassAMemberus-gaap:CommonStockMember2025-03-310001849253us-gaap:CommonClassBMemberus-gaap:CommonStockMember2025-03-310001849253us-gaap:AdditionalPaidInCapitalMember2025-03-310001849253us-gaap:RetainedEarningsMember2025-03-310001849253us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-310001849253us-gaap:NoncontrollingInterestMember2025-03-310001849253ryan:RyanSpecialtyLLCMember2026-03-310001849253ryan:WholesaleBrokerageMember2026-01-012026-03-310001849253ryan:WholesaleBrokerageMember2025-01-012025-03-310001849253ryan:BindingAuthoritiesMember2026-01-012026-03-310001849253ryan:BindingAuthoritiesMember2025-01-012025-03-310001849253ryan:UnderwritingManagementMember2026-01-012026-03-310001849253ryan:UnderwritingManagementMember2025-01-012025-03-310001849253ryan:VelocityRiskUnderwritersLLCMember2025-02-032025-02-030001849253ryan:VelocityRiskUnderwritersLLCMember2025-02-030001849253ryan:VelocityRiskUnderwritersLLCMember2025-01-012025-12-310001849253ryan:USQRiskHoldingsLLCMember2025-05-012025-05-010001849253ryan:USQRiskHoldingsLLCMember2025-05-010001849253ryan:USQRiskHoldingsLLCMember2025-01-012025-12-310001849253ryan:A360UnderwritingMember2025-05-162025-05-160001849253ryan:A360UnderwritingMember2025-05-160001849253ryan:J.M.WilsonCorporationMember2025-07-012025-07-010001849253ryan:J.M.WilsonCorporationMember2025-01-012025-12-310001849253ryan:StewartSpecialtyRiskUnderwritingLtd.Member2025-12-012025-12-010001849253ryan:StewartSpecialtyRiskUnderwritingLtd.Memberus-gaap:CommonClassAMember2025-12-012025-12-010001849253ryan:StewartSpecialtyRiskUnderwritingLtd.Member2026-01-012026-03-310001849253ryan:BusinessCombinationsAggregateBusinessCombinationsMember2026-03-310001849253ryan:BusinessPlatformOptimizationMember2026-03-310001849253ryan:CompensationAndBenefitsMember2026-03-310001849253ryan:BusinessPlatformOptimizationMember2026-01-012026-03-310001849253ryan:CompensationAndBenefitsMember2026-01-012026-03-310001849253ryan:CompensationExpenseExcludingCostOfGoodAndServiceSoldMember2026-01-012026-03-310001849253us-gaap:GeneralAndAdministrativeExpenseMember2026-01-012026-03-310001849253ryan:BusinessPlatformOptimizationMember2025-12-310001849253ryan:CompensationAndBenefitsMember2025-12-310001849253ryan:AccountsPayableAndAccruedLiabilitiesCurrentMember2026-03-310001849253ryan:AccruedCompensationCurrentMember2026-03-310001849253us-gaap:SecuredDebtMemberryan:CreditAgreementMemberus-gaap:MediumTermNotesMember2026-01-012026-03-310001849253us-gaap:SecuredDebtMemberryan:CreditAgreementMemberus-gaap:MediumTermNotesMember2026-03-310001849253us-gaap:SecuredDebtMemberryan:CreditAgreementMemberus-gaap:MediumTermNotesMember2025-12-310001849253ryan:SeniorSecuredNotesDueFebruary2030Memberus-gaap:SeniorNotesMember2026-01-012026-03-310001849253ryan:SeniorSecuredNotesDueFebruary2030Memberus-gaap:SeniorNotesMember2026-03-310001849253ryan:SeniorSecuredNotesDueFebruary2030Memberus-gaap:SeniorNotesMember2025-12-310001849253ryan:SeniorSecuredNotesDueAugust2032Memberus-gaap:SeniorNotesMember2026-01-012026-03-310001849253ryan:SeniorSecuredNotesDueAugust2032Memberus-gaap:SeniorNotesMember2026-03-310001849253ryan:SeniorSecuredNotesDueAugust2032Memberus-gaap:SeniorNotesMember2025-12-310001849253us-gaap:RevolvingCreditFacilityMemberryan:CreditAgreementMemberus-gaap:LineOfCreditMember2026-01-012026-03-310001849253us-gaap:RevolvingCreditFacilityMemberryan:CreditAgreementMembersrt:MinimumMemberus-gaap:LineOfCreditMember2026-01-012026-03-310001849253us-gaap:RevolvingCreditFacilityMemberryan:CreditAgreementMembersrt:MaximumMemberus-gaap:LineOfCreditMember2026-01-012026-03-310001849253us-gaap:RevolvingCreditFacilityMemberryan:CreditAgreementMemberus-gaap:LineOfCreditMember2026-03-310001849253us-gaap:RevolvingCreditFacilityMemberryan:CreditAgreementMemberus-gaap:LineOfCreditMember2025-12-310001849253ryan:CommercialNotesDueMay1st2026Memberus-gaap:CommercialPaperMember2026-03-310001849253ryan:CommercialNotesDueMay1st2026Memberus-gaap:CommercialPaperMember2025-12-310001849253ryan:CommercialNotesDueJune1st2026Memberus-gaap:CommercialPaperMember2026-03-310001849253ryan:CommercialNotesDueJune1st2026Memberus-gaap:CommercialPaperMember2025-12-310001849253ryan:CommercialNotesDueJune21st2026Memberus-gaap:CommercialPaperMember2026-03-310001849253ryan:CommercialNotesDueJune21st2026Memberus-gaap:CommercialPaperMember2025-12-310001849253us-gaap:RevolvingCreditFacilityMemberryan:CreditAgreementMemberus-gaap:LineOfCreditMember2025-01-012025-12-310001849253ryan:SeniorSecuredNotesDueFebruary2030Memberus-gaap:SeniorNotesMember2022-02-280001849253ryan:SeniorSecuredNotesDueAugust2032Memberus-gaap:SeniorNotesMember2024-09-300001849253ryan:SeniorSecuredNotesDueAugust2032Memberus-gaap:SeniorNotesMember2024-12-310001849253us-gaap:CommonClassAMemberus-gaap:IPOMember2026-03-310001849253us-gaap:CommonClassBMemberus-gaap:IPOMember2026-03-310001849253us-gaap:IPOMember2026-03-310001849253us-gaap:CommonClassBMember2026-01-012026-03-3100018492532026-02-100001849253ryan:NonControllingInterestInRyanSpecialtyLLCMember2026-03-310001849253ryan:NonControllingInterestInRyanSpecialtyLLCMember2025-12-310001849253ryan:NonControllingInterestInRyanSpecialtyLLCMemberus-gaap:IPOMember2026-01-012026-03-310001849253ryan:NonControllingInterestInRyanSpecialtyLLCMemberus-gaap:IPOMember2025-01-012025-03-310001849253ryan:RestrictedLlcUnitsMember2026-01-012026-03-310001849253ryan:IpoRsuMembersrt:MinimumMemberryan:ProRataMember2026-01-012026-03-310001849253ryan:IpoRsuMembersrt:MaximumMemberryan:ProRataMember2026-01-012026-03-310001849253ryan:IpoRsuMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2026-01-012026-03-310001849253ryan:IpoRsuMemberus-gaap:ShareBasedCompensationAwardTrancheOneMembersrt:MinimumMember2026-01-012026-03-310001849253ryan:IpoRsuMemberus-gaap:ShareBasedCompensationAwardTrancheOneMembersrt:MaximumMember2026-01-012026-03-310001849253ryan:IpoRsuMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMember2026-01-012026-03-310001849253srt:MinimumMemberryan:IncentiveRsusMember2026-01-012026-03-310001849253srt:MaximumMemberryan:IncentiveRsusMember2026-01-012026-03-310001849253us-gaap:ShareBasedCompensationAwardTrancheOneMembersrt:MinimumMemberryan:ProRataMember2026-01-012026-03-310001849253ryan:IncentiveRsusMemberus-gaap:ShareBasedCompensationAwardTrancheOneMembersrt:MaximumMemberryan:ProRataMember2026-01-012026-03-310001849253ryan:IncentiveRsusMemberus-gaap:ShareBasedCompensationAwardTrancheOneMembersrt:MaximumMember2026-01-012026-03-310001849253ryan:IncentiveRsusMemberus-gaap:ShareBasedCompensationAwardTrancheOneMembersrt:MinimumMember2026-01-012026-03-310001849253ryan:IncentiveRsusMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2026-01-012026-03-310001849253ryan:IncentiveRsusMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMember2026-01-012026-03-310001849253ryan:IncentiveRsusMember2026-01-012026-03-310001849253ryan:IncentiveRsusMemberus-gaap:ShareBasedCompensationAwardTrancheThreeMembersrt:MinimumMember2026-01-012026-03-310001849253ryan:IncentiveRsusMemberus-gaap:ShareBasedCompensationAwardTrancheThreeMembersrt:MaximumMember2026-01-012026-03-310001849253us-gaap:RestrictedStockUnitsRSUMember2026-01-012026-03-310001849253ryan:IpoRsuMember2025-12-310001849253ryan:IncentiveRsusMember2025-12-310001849253ryan:IpoRsuMember2026-01-012026-03-310001849253ryan:IpoRsuMember2026-03-310001849253ryan:IncentiveRsusMember2026-03-310001849253ryan:ReloadAndStakingOptionsMember2026-01-012026-03-310001849253ryan:ReloadAndStakingOptionsMember2021-07-220001849253ryan:ReloadOptionsMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2026-01-012026-03-310001849253ryan:ReloadOptionsMemberus-gaap:ShareBasedCompensationAwardTrancheOneMembersrt:MinimumMember2026-01-012026-03-310001849253ryan:ReloadOptionsMemberus-gaap:ShareBasedCompensationAwardTrancheOneMembersrt:MaximumMember2026-01-012026-03-310001849253ryan:ReloadOptionsMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMembersrt:MinimumMember2026-01-012026-03-310001849253ryan:ReloadOptionsMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMember2026-01-012026-03-310001849253ryan:ReloadOptionsMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMembersrt:MaximumMember2026-01-012026-03-310001849253ryan:StakingOptionsMemberryan:ProRataMember2026-01-012026-03-310001849253ryan:StakingOptionsMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2026-01-012026-03-310001849253ryan:StakingOptionsMemberus-gaap:ShareBasedCompensationAwardTrancheOneMembersrt:MinimumMember2026-01-012026-03-310001849253ryan:StakingOptionsMemberus-gaap:ShareBasedCompensationAwardTrancheOneMembersrt:MaximumMember2026-01-012026-03-310001849253ryan:StakingOptionsMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMember2026-01-012026-03-310001849253ryan:StakingOptionsMember2026-01-012026-03-310001849253ryan:IncentiveOptionMember2026-01-012026-03-310001849253ryan:IncentiveOptionMemberryan:ProRataMember2026-01-012026-03-310001849253srt:MinimumMemberryan:IncentiveOptionMember2026-01-012026-03-310001849253srt:MaximumMemberryan:IncentiveOptionMember2026-01-012026-03-310001849253ryan:IncentiveOptionMembersrt:MinimumMemberryan:ProRataMember2026-01-012026-03-310001849253ryan:ReloadOptionsMember2025-12-310001849253ryan:StakingOptionsMember2025-12-310001849253ryan:IncentiveOptionMember2025-12-310001849253ryan:ReloadOptionsMember2026-01-012026-03-310001849253ryan:ReloadOptionsMember2026-03-310001849253ryan:StakingOptionsMember2026-03-310001849253ryan:IncentiveOptionMember2026-03-310001849253ryan:ReloadAndStakingOptionsMemberus-gaap:IPOMember2026-03-310001849253ryan:IncentiveOptionsMember2026-03-310001849253ryan:IncentiveOptionsMember2026-01-012026-03-310001849253ryan:IpoRlusMembersrt:MinimumMemberryan:ProRataMember2026-01-012026-03-310001849253ryan:IpoRlusMembersrt:MaximumMemberryan:ProRataMember2026-01-012026-03-310001849253ryan:IpoRlusMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2026-01-012026-03-310001849253ryan:IpoRlusMemberus-gaap:ShareBasedCompensationAwardTrancheOneMembersrt:MinimumMember2026-01-012026-03-310001849253ryan:IpoRlusMemberus-gaap:ShareBasedCompensationAwardTrancheOneMembersrt:MaximumMember2026-01-012026-03-310001849253ryan:IpoRlusMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMember2026-01-012026-03-310001849253ryan:IncentiveRLUMembersrt:MinimumMemberryan:ProRataMember2026-01-012026-03-310001849253ryan:IncentiveRLUMembersrt:MaximumMemberryan:ProRataMember2026-01-012026-03-310001849253ryan:IncentiveRLUMemberryan:ProRataMember2026-01-012026-03-310001849253ryan:IncentiveRLUMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2026-01-012026-03-310001849253ryan:IncentiveRLUMemberus-gaap:ShareBasedCompensationAwardTrancheOneMembersrt:MinimumMember2026-01-012026-03-310001849253ryan:IncentiveRLUMemberus-gaap:ShareBasedCompensationAwardTrancheOneMembersrt:MaximumMember2026-01-012026-03-310001849253ryan:IpoRlusMember2025-12-310001849253ryan:IncentiveRlusMember2025-12-310001849253ryan:IpoRlusMember2026-01-012026-03-310001849253ryan:IncentiveRlusMember2026-01-012026-03-310001849253ryan:IpoRlusMember2026-03-310001849253ryan:IncentiveRlusMember2026-03-310001849253ryan:ClassCIncentiveUnitReloadOptionsMemberus-gaap:CommonClassAMember2026-01-012026-03-310001849253ryan:ClassCIncentiveUnitReloadOptionsMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2026-01-012026-03-310001849253ryan:ClassCIncentiveUnitReloadOptionsMemberus-gaap:ShareBasedCompensationAwardTrancheOneMembersrt:MinimumMember2026-01-012026-03-310001849253ryan:ClassCIncentiveUnitReloadOptionsMemberus-gaap:ShareBasedCompensationAwardTrancheOneMembersrt:MaximumMember2026-01-012026-03-310001849253ryan:ClassCIncentiveUnitReloadOptionsMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMembersrt:MinimumMember2026-01-012026-03-310001849253ryan:ClassCIncentiveUnitReloadOptionsMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMember2026-01-012026-03-310001849253ryan:ClassCIncentiveUnitReloadOptionsMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMembersrt:MaximumMember2026-01-012026-03-310001849253ryan:ClassCIncentiveUnitStakingOptionsMembersrt:MinimumMemberryan:ProRataMember2026-01-012026-03-310001849253ryan:ClassCIncentiveUnitStakingOptionsMembersrt:MaximumMemberryan:ProRataMember2026-01-012026-03-310001849253ryan:ClassCIncentiveUnitStakingOptionsMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2026-01-012026-03-310001849253ryan:ClassCIncentiveUnitStakingOptionsMemberus-gaap:ShareBasedCompensationAwardTrancheOneMembersrt:MinimumMember2026-01-012026-03-310001849253ryan:ClassCIncentiveUnitStakingOptionsMemberus-gaap:ShareBasedCompensationAwardTrancheOneMembersrt:MaximumMember2026-01-012026-03-310001849253ryan:ClassCIncentiveUnitStakingOptionsMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMember2026-01-012026-03-310001849253ryan:ClassCIncentiveUnitsMemberus-gaap:CommonClassAMember2026-01-012026-03-310001849253ryan:ClassCIncentiveUnitsMemberryan:ProRataMember2026-01-012026-03-310001849253ryan:ClassCIncentiveUnitsMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2026-01-012026-03-310001849253ryan:ClassCIncentiveUnitsMemberus-gaap:ShareBasedCompensationAwardTrancheOneMembersrt:MinimumMember2026-01-012026-03-310001849253ryan:ClassCIncentiveUnitsMemberus-gaap:ShareBasedCompensationAwardTrancheOneMembersrt:MaximumMember2026-01-012026-03-310001849253ryan:ClassCIncentiveUnitsMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMember2026-01-012026-03-310001849253srt:MaximumMemberryan:ClassCIncentiveUnitsMember2026-01-012026-03-310001849253ryan:ClassCIncentiveUnitsMember2026-01-012026-03-310001849253ryan:ClassCIncentiveUnitReloadClassMember2025-12-310001849253ryan:ClassCIncentiveUnitStakingOptionsMember2025-12-310001849253ryan:ClassCIncentiveUnitsMember2025-12-310001849253ryan:ClassCIncentiveUnitReloadClassMember2026-01-012026-03-310001849253ryan:ClassCIncentiveUnitStakingOptionsMember2026-01-012026-03-310001849253ryan:ClassCIncentiveUnitReloadClassMember2026-03-310001849253ryan:ClassCIncentiveUnitStakingOptionsMember2026-03-310001849253ryan:ClassCIncentiveUnitsMember2026-03-310001849253ryan:ReloadAndStakingClassCIncentiveUnitsMember2026-03-310001849253ryan:ReloadAndStakingClassCIncentiveUnitsMember2025-12-310001849253ryan:PLUsMember2026-01-012026-03-310001849253ryan:PSUsMember2026-01-012026-03-310001849253srt:MinimumMemberryan:PLUsMember2026-01-012026-03-310001849253srt:MinimumMemberryan:PSUsMember2026-01-012026-03-310001849253srt:MaximumMemberryan:PSUsMember2026-01-012026-03-310001849253srt:MaximumMemberryan:PLUsMember2026-01-012026-03-310001849253ryan:PSUsMember2025-12-310001849253ryan:PLUsMember2025-12-310001849253ryan:PSUsMember2026-03-310001849253ryan:PLUsMember2026-03-310001849253us-gaap:OtherNoncurrentLiabilitiesMember2026-03-310001849253ryan:AccountsPayableAndAccruedLiabilitiesCurrentMember2025-12-310001849253us-gaap:OtherNoncurrentLiabilitiesMember2025-12-310001849253ryan:IPORSUsAndStakingOptionsMemberryan:IpoAwardMember2026-01-012026-03-310001849253ryan:IPORSUsAndStakingOptionsMemberryan:IpoAwardMember2025-01-012025-03-310001849253ryan:IpoRlusAndStakingClassCIncentiveUnitsMemberryan:IpoAwardMember2026-01-012026-03-310001849253ryan:IpoRlusAndStakingClassCIncentiveUnitsMemberryan:IpoAwardMember2025-01-012025-03-310001849253ryan:IncrementalRestrictedStockAndReloadOptionsMemberryan:IpoAwardMember2026-01-012026-03-310001849253ryan:IncrementalRestrictedStockAndReloadOptionsMemberryan:IpoAwardMember2025-01-012025-03-310001849253ryan:IncrementalRestrictedCommonUnitsAndReloadClassCIncentiveUnitsMemberryan:IpoAwardMember2026-01-012026-03-310001849253ryan:IncrementalRestrictedCommonUnitsAndReloadClassCIncentiveUnitsMemberryan:IpoAwardMember2025-01-012025-03-310001849253us-gaap:RestrictedStockMemberryan:PreIpoIncentiveAwardsMember2026-01-012026-03-310001849253us-gaap:RestrictedStockMemberryan:PreIpoIncentiveAwardsMember2025-01-012025-03-310001849253ryan:RestirictedCommonUnitsMemberryan:PreIpoIncentiveAwardsMember2026-01-012026-03-310001849253ryan:RestirictedCommonUnitsMemberryan:PreIpoIncentiveAwardsMember2025-01-012025-03-310001849253ryan:IncentiveRsusMemberryan:PostIpoIncentiveAwardsMember2026-01-012026-03-310001849253ryan:IncentiveRsusMemberryan:PostIpoIncentiveAwardsMember2025-01-012025-03-310001849253ryan:IncentiveRlusMemberryan:PostIpoIncentiveAwardsMember2026-01-012026-03-310001849253ryan:IncentiveRlusMemberryan:PostIpoIncentiveAwardsMember2025-01-012025-03-310001849253ryan:IncentiveOptionMemberryan:PostIpoIncentiveAwardsMember2026-01-012026-03-310001849253ryan:IncentiveOptionMemberryan:PostIpoIncentiveAwardsMember2025-01-012025-03-310001849253ryan:ClassCIncentiveUnitsMemberryan:PostIpoIncentiveAwardsMember2026-01-012026-03-310001849253ryan:ClassCIncentiveUnitsMemberryan:PostIpoIncentiveAwardsMember2025-01-012025-03-310001849253ryan:PSUsMemberryan:PostIpoIncentiveAwardsMember2026-01-012026-03-310001849253ryan:PSUsMemberryan:PostIpoIncentiveAwardsMember2025-01-012025-03-310001849253ryan:PLUsMemberryan:PostIpoIncentiveAwardsMember2026-01-012026-03-310001849253ryan:PLUsMemberryan:PostIpoIncentiveAwardsMember2025-01-012025-03-310001849253us-gaap:OtherExpenseMemberryan:DirectorStockGrantsMember2026-01-012026-03-310001849253us-gaap:OtherExpenseMemberryan:DirectorStockGrantsMember2025-01-012025-03-310001849253ryan:ReloadOptionMember2026-03-310001849253ryan:ReloadOptionMember2026-01-012026-03-310001849253ryan:ClassCIncentiveUnitReloadOptionsMember2026-03-310001849253ryan:ClassCIncentiveUnitReloadOptionsMember2026-01-012026-03-310001849253ryan:IncentiveRsusMemberus-gaap:ShareBasedCompensationAwardTrancheThreeMember2026-01-012026-03-310001849253ryan:ReloadOptionsMemberus-gaap:ShareBasedCompensationAwardTrancheThreeMember2026-01-012026-03-310001849253ryan:ReloadOptionsMemberryan:ShareBasedPaymentArrangementOptionTwoTrancheOneMember2026-01-012026-03-310001849253ryan:IncentiveOptionMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2026-01-012026-03-310001849253ryan:IncentiveOptionMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMember2026-01-012026-03-310001849253ryan:IncentiveOptionMemberus-gaap:ShareBasedCompensationAwardTrancheThreeMember2026-01-012026-03-310001849253ryan:ClassCIncentiveUnitReloadOptionsMemberus-gaap:ShareBasedCompensationAwardTrancheThreeMember2026-01-012026-03-310001849253ryan:ClassCIncentiveUnitReloadOptionsMemberryan:ShareBasedPaymentArrangementOptionTwoTrancheOneMember2026-01-012026-03-310001849253ryan:ConversionOfNonControllingInterestLlcCommonUnitsMember2026-01-012026-03-310001849253ryan:ConversionOfNonControllingInterestLlcCommonUnitsMember2025-01-012025-03-310001849253us-gaap:RestrictedStockMember2026-01-012026-03-310001849253us-gaap:RestrictedStockMember2025-01-012025-03-310001849253ryan:IpoRsuMember2026-01-012026-03-310001849253ryan:IpoRsuMember2025-01-012025-03-310001849253ryan:IncentiveRsusMember2026-01-012026-03-310001849253ryan:IncentiveRsusMember2025-01-012025-03-310001849253ryan:PerformanceStockUnitsMember2026-01-012026-03-310001849253ryan:PerformanceStockUnitsMember2025-01-012025-03-310001849253ryan:ReloadOptionsMember2026-01-012026-03-310001849253ryan:ReloadOptionsMember2025-01-012025-03-310001849253ryan:StakingOptionsMember2026-01-012026-03-310001849253ryan:StakingOptionsMember2025-01-012025-03-310001849253ryan:IncentiveOptionsMember2026-01-012026-03-310001849253ryan:IncentiveOptionsMember2025-01-012025-03-310001849253ryan:RestrictedCommonUnitsMember2026-01-012026-03-310001849253ryan:RestrictedCommonUnitsMember2025-01-012025-03-310001849253ryan:IpoRlusMember2026-01-012026-03-310001849253ryan:IpoRlusMember2025-01-012025-03-310001849253ryan:IncentiveRLUMember2026-01-012026-03-310001849253ryan:IncentiveRLUMember2025-01-012025-03-310001849253ryan:PerformanceLLCUnitsMember2026-01-012026-03-310001849253ryan:PerformanceLLCUnitsMember2025-01-012025-03-310001849253ryan:ClassCIncentiveUnitReloadClassMember2026-01-012026-03-310001849253ryan:ClassCIncentiveUnitReloadClassMember2025-01-012025-03-310001849253ryan:ClassCIncentiveUnitStakingOptionsMember2026-01-012026-03-310001849253ryan:ClassCIncentiveUnitStakingOptionsMember2025-01-012025-03-310001849253ryan:ClassCIncentiveUnitsMember2026-01-012026-03-310001849253ryan:ClassCIncentiveUnitsMember2025-01-012025-03-3100018492532022-01-012022-12-310001849253us-gaap:InterestRateCapMember2022-12-3100018492532022-12-310001849253us-gaap:InterestRateCapMember2025-01-012025-03-310001849253us-gaap:InterestRateCapMemberus-gaap:DesignatedAsHedgingInstrumentMember2025-01-012025-03-310001849253us-gaap:InterestRateCapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2025-01-012025-03-310001849253us-gaap:DesignatedAsHedgingInstrumentMember2025-01-012025-03-310001849253srt:ParentCompanyMember2026-03-310001849253srt:ParentCompanyMember2025-12-310001849253srt:MinimumMemberus-gaap:MeasurementInputRiskFreeInterestRateMember2026-03-310001849253srt:MaximumMemberus-gaap:MeasurementInputRiskFreeInterestRateMember2026-03-310001849253srt:MinimumMemberus-gaap:MeasurementInputPriceVolatilityMember2026-03-310001849253srt:MaximumMemberus-gaap:MeasurementInputPriceVolatilityMember2026-03-310001849253srt:MinimumMemberus-gaap:MeasurementInputCreditSpreadMember2026-03-310001849253srt:MaximumMemberus-gaap:MeasurementInputCreditSpreadMember2026-03-310001849253srt:MinimumMemberus-gaap:MeasurementInputRiskFreeInterestRateMember2025-12-310001849253srt:MaximumMemberus-gaap:MeasurementInputRiskFreeInterestRateMember2025-12-310001849253srt:MinimumMemberus-gaap:MeasurementInputPriceVolatilityMember2025-12-310001849253srt:MaximumMemberus-gaap:MeasurementInputPriceVolatilityMember2025-12-310001849253srt:MinimumMemberus-gaap:MeasurementInputCreditSpreadMember2025-12-310001849253srt:MaximumMemberus-gaap:MeasurementInputCreditSpreadMember2025-12-310001849253srt:MinimumMemberus-gaap:MeasurementInputDiscountRateMember2026-03-310001849253srt:MaximumMemberus-gaap:MeasurementInputDiscountRateMember2026-03-310001849253srt:MinimumMemberus-gaap:MeasurementInputDiscountRateMember2025-12-310001849253srt:MaximumMemberus-gaap:MeasurementInputDiscountRateMember2025-12-310001849253us-gaap:FairValueInputsLevel1Member2026-03-310001849253us-gaap:FairValueInputsLevel2Member2026-03-310001849253us-gaap:FairValueInputsLevel3Member2026-03-310001849253us-gaap:FairValueInputsLevel1Member2025-12-310001849253us-gaap:FairValueInputsLevel2Member2025-12-310001849253us-gaap:FairValueInputsLevel3Member2025-12-310001849253us-gaap:OtherCurrentAssetsMember2026-03-310001849253us-gaap:OtherCurrentAssetsMember2025-12-310001849253us-gaap:OtherNoncurrentAssetsMember2025-12-310001849253ryan:RyanInvestmentHoldingsLLCMemberus-gaap:RelatedPartyMember2026-03-310001849253ryan:GenevaRyanHoldingsLLCMember2026-03-310001849253ryan:RyanInvestmentHoldingsLLCMember2026-03-310001849253ryan:NationwideMutualInsuranceCompanyMember2026-03-310001849253ryan:GRBermudaSACLtdMember2026-01-012026-03-310001849253ryan:RyanInvestmentHoldingsLLCMemberus-gaap:RelatedPartyMember2025-12-310001849253ryan:VelocitySpecialtyInsuranceCompanyMember2025-05-010001849253ryan:VelocitySpecialtyInsuranceCompanyMember2025-05-012025-05-010001849253ryan:VelocitySpecialtyInsuranceCompanyMember2026-03-310001849253ryan:VelocitySpecialtyInsuranceCompanyMember2026-01-012026-03-310001849253ryan:VelocitySpecialtyInsuranceCompanyMember2025-12-310001849253ryan:ServiceAgreementMemberus-gaap:RelatedPartyMember2026-03-310001849253ryan:ServiceAgreementMemberus-gaap:RelatedPartyMember2025-12-310001849253ryan:RyanReServicesAgreementsServiceFeeMember2026-01-012026-03-310001849253ryan:RyanReServicesAgreementsMemberus-gaap:RelatedPartyMember2025-01-012025-03-310001849253ryan:RyanReServicesAgreementsMemberus-gaap:RelatedPartyMember2026-01-012026-03-310001849253ryan:RyanReServicesAgreementsMemberus-gaap:RelatedPartyMember2026-03-310001849253ryan:RyanReServicesAgreementsMemberus-gaap:RelatedPartyMember2025-12-310001849253ryan:RyanReServicesAgreementsExpensesMember2026-01-012026-03-310001849253ryan:RyanReServicesAgreementsExpensesMember2025-01-012025-03-310001849253ryan:RyanReServicesAgreementsPrepaidExpensesMemberus-gaap:RelatedPartyMember2026-03-310001849253ryan:RyanReServicesAgreementsPrepaidExpensesMemberus-gaap:RelatedPartyMember2025-12-310001849253ryan:ClaimsManagementAgreementCompensationFromIndemnityAndExpensesPaidNetOfSubrogationMember2026-01-012026-03-310001849253ryan:ClaimsManagementAgreementWithVelocitySpecialtyInsuranceCompanyMemberus-gaap:RelatedPartyMember2026-01-012026-03-310001849253ryan:ClaimsManagementAgreementWithVelocitySpecialtyInsuranceCompanyMemberus-gaap:RelatedPartyMember2026-03-310001849253ryan:ClaimsManagementAgreementWithVelocitySpecialtyInsuranceCompanyMemberus-gaap:RelatedPartyMember2025-12-310001849253us-gaap:RelatedPartyMember2026-01-012026-03-310001849253us-gaap:RelatedPartyMember2025-01-012025-03-310001849253ryan:VelocityRiskUnderwritersLLCMember2025-01-012025-03-310001849253ryan:ExchangeTaxAttributesMember2025-12-310001849253ryan:PreIpoMATaxAttributesMember2025-12-310001849253ryan:TraPaymentTaxAttributesMember2025-12-310001849253ryan:TraLiabilitiesMember2025-12-310001849253ryan:ExchangeTaxAttributesMember2026-01-012026-03-310001849253ryan:PreIpoMATaxAttributesMember2026-01-012026-03-310001849253ryan:TraPaymentTaxAttributesMember2026-01-012026-03-310001849253ryan:TraLiabilitiesMember2026-01-012026-03-310001849253ryan:ExchangeTaxAttributesMember2026-03-310001849253ryan:PreIpoMATaxAttributesMember2026-03-310001849253ryan:TraPaymentTaxAttributesMember2026-03-310001849253ryan:TraLiabilitiesMember2026-03-310001849253us-gaap:InterestRateCapMember2026-01-012026-03-310001849253us-gaap:AccumulatedTranslationAdjustmentMember2025-12-310001849253us-gaap:AociEquityMethodInvestmentParentMember2025-12-310001849253us-gaap:AccumulatedForeignCurrencyAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2026-01-012026-03-310001849253us-gaap:AociEquityMethodInvestmentIncludingNoncontrollingInterestMember2026-01-012026-03-310001849253us-gaap:AccumulatedForeignCurrencyAdjustmentAttributableToNoncontrollingInterestMember2026-03-310001849253us-gaap:AociEquityMethodInvestmentNoncontrollingInterestMember2026-03-310001849253us-gaap:AociAttributableToNoncontrollingInterestMember2026-03-310001849253us-gaap:AccumulatedTranslationAdjustmentMember2026-03-310001849253us-gaap:AociEquityMethodInvestmentParentMember2026-03-310001849253us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-12-310001849253us-gaap:AccumulatedTranslationAdjustmentMember2024-12-310001849253us-gaap:AociEquityMethodInvestmentParentMember2024-12-310001849253us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember2025-01-012025-03-310001849253us-gaap:AccumulatedForeignCurrencyAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2025-01-012025-03-310001849253us-gaap:AociEquityMethodInvestmentIncludingNoncontrollingInterestMember2025-01-012025-03-310001849253us-gaap:AccumulatedGainLossNetCashFlowHedgeNoncontrollingInterestMember2025-03-310001849253us-gaap:AccumulatedForeignCurrencyAdjustmentAttributableToNoncontrollingInterestMember2025-03-310001849253us-gaap:AociEquityMethodInvestmentNoncontrollingInterestMember2025-03-310001849253us-gaap:AociAttributableToNoncontrollingInterestMember2025-03-310001849253us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2025-03-310001849253us-gaap:AccumulatedTranslationAdjustmentMember2025-03-310001849253us-gaap:AociEquityMethodInvestmentParentMember2025-03-310001849253ryan:ReportingSegmentMember2026-01-012026-03-310001849253ryan:ReportingSegmentMember2025-01-012025-03-310001849253country:US2026-01-012026-03-310001849253country:US2025-01-012025-03-310001849253us-gaap:NonUsMember2026-01-012026-03-310001849253us-gaap:NonUsMember2025-01-012025-03-310001849253us-gaap:CommonClassAMemberus-gaap:SubsequentEventMember2026-04-302026-04-300001849253ryan:MarkS.KatzMember2026-01-012026-03-310001849253ryan:MarkS.KatzMemberryan:MarkS.KatzTradingArrangementUponConversionOfLLCCommonUnitsMember2026-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________

FORM 10-Q

____________

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

OF 1934

For the quarterly period ended March 31, 2026

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

OF 1934

For the transition period from _________to

Commission File Number: 001-40645

____________

RYAN SPECIALTY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

____________


	Delaware		86-2526344
	(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

	155 N. Wacker Drive, Suite 4000
	Chicago, IL		60606
	(Address of principal executive offices)		(Zip Code)

(312) 784-6001

(Registrant’s telephone number, including area code)

____________

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


Title of each class	Trading symbol	Name of each exchange on which registered

Class A Common Stock, $0.001 par value per share	RYAN	The New York Stock Exchange (NYSE)

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

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

requirements for the past 90 days. Yes ☒ No ☐

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

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

files). Yes ☒ No ☐

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

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

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


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

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

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

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

On April 27, 2026, the Registrant had 263,659,415 shares of common stock outstanding, consisting of 129,468,136 shares of Class A common stock,

$0.001 par value, and 134,191,279 shares of Class B common stock, $0.001 par value.

Ryan Specialty Holdings, Inc.

INDEX


PART I. FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1

	Consolidated Statements of Income (Loss) (Unaudited)	1

	Consolidated Statements of Comprehensive Income (Loss) (Unaudited)	2

	Consolidated Balance Sheets (Unaudited)	3

	Consolidated Statements of Cash Flows (Unaudited)	4

	Consolidated Statements of Stockholders’ Equity (Unaudited)	5

	Notes to the Consolidated Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	47

Item 4.	Controls and Procedures	48

PART II. OTHER INFORMATION		48

Item 1.	Legal Proceedings	49

Item 1A.	Risk Factors	49

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49

Item 3.	Defaults Upon Senior Securities	49

Item 4.	Mine Safety Disclosures	49

Item 5.	Other Information	49

Item 6.	Exhibits	51

Forward-Looking Statements

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

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

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

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

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

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

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

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

example, all statements we make relating to our estimated costs, expected benefits relating to our corporate restructuring

program, 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 new products, lines of business, and/or markets;

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

continuity;

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

our business;

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

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

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

Admitted market;

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

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

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

forth in the United States;

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

interest income;

•significant competitive pressures in each of our businesses;

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

commissions;

•the impact if the contracts that govern our MGAs or MGUs are terminated or changed;

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

•our inability to collect our receivables;

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

•impairment of goodwill and intangibles;

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

intelligence and other evolving technologies;

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

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

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

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

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

policies;

•the competitiveness and cyclicality of the reinsurance industry;

•the occurrence of natural or man-made disasters;

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

contagious disease and resulting governmental and societal responses;

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

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

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

cooperation and interaction among our offices;

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

•changing expectations over corporate responsibility and stakeholder interests;

•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, 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;

•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;

•risks relating to our share repurchase program; and

iii

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

Quarterly Reports on Form 10-Q.

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

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

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

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

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

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

Company’s Annual Report on Form 10-K for the year ended December 31, 2025. 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 Quarterly Report on Form 10-Q

in the context of these risks and uncertainties.

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

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

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

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

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

to unduly rely upon these statements.

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

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

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

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

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

otherwise, except as otherwise required by law.

Commonly Used Defined Terms

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

have the following meanings:

•“we”, “us”, “our”, the “Company”, “Ryan Specialty”, and similar references refer to Ryan Specialty Holdings,

Inc., and, unless otherwise stated, all of its subsidiaries, including the LLC.

•“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”: 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.

•“Binding Authority”: Our Binding Authority Specialty 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 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 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.

•“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.

•“Revolving Credit Facility”: 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.

•“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 include Wholesale

Brokerage, Binding Authority, and Underwriting Management.

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

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

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

IPO.

•“Term Loan”: 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.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Ryan Specialty Holdings, Inc.

Consolidated Statements of Income (Loss) (Unaudited)

(In thousands, except share and per share data)


	Three Months Ended March 31,
	2026	2025
REVENUE
Net commissions and fees	$782,903	$676,128
Fiduciary investment income	12,326	14,038
Total revenue	$795,229	$690,166
EXPENSES
Compensation and benefits	495,176	430,289
General and administrative	108,761	106,060
Amortization	65,340	64,985
Depreciation	4,062	2,639
Change in contingent consideration	27,294	(14,042)
Total operating expenses	$700,633	$589,931
OPERATING INCOME	$94,596	$100,235
Interest expense, net	53,733	54,508
Income from equity method investments	(5,531)	(4,937)
Other non-operating income	(711)	(377)
INCOME BEFORE INCOME TAXES	$47,105	$51,041
Income tax expense	6,508	55,430
NET INCOME (LOSS)	$40,597	$(4,389)
Net income attributable to non-controlling interests, net of tax	22,951	23,253
NET INCOME (LOSS) ATTRIBUTABLE TO RYAN SPECIALTY HOLDINGS, INC.	$17,646	$(27,642)
NET INCOME (LOSS) PER SHARE OF CLASS A COMMON STOCK:
Basic	$0.14	$(0.22)
Diluted	$0.13	$(0.22)
WEIGHTED-AVERAGE SHARES OF CLASS A COMMON STOCK OUTSTANDING:
Basic	129,375,841	125,419,656
Diluted	137,341,222	125,419,656

See accompanying Notes to the Consolidated Financial Statements (Unaudited)

Ryan Specialty Holdings, Inc.

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(In thousands)


	Three Months Ended March 31,
	2026	2025
NET INCOME (LOSS)	$40,597	$(4,389)
Net income attributable to non-controlling interests, net of tax	22,951	23,253
NET INCOME (LOSS) ATTRIBUTABLE TO RYAN SPECIALTY HOLDINGS, INC.	$17,646	$(27,642)
Other comprehensive income (loss), net of tax:
Gain on interest rate cap	—	627
Gain on interest rate cap reclassified to earnings	—	(1,525)
Foreign currency translation adjustments	(4,670)	8,481
Change in share of equity method investments’ other comprehensive income (loss)	215	(1,315)
Total other comprehensive income (loss), net of tax	$(4,455)	$6,268
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO RYAN SPECIALTY HOLDINGS, INC.	$13,191	$(21,374)

See accompanying Notes to the Consolidated Financial Statements (Unaudited)

Ryan Specialty Holdings, Inc.

Consolidated Balance Sheets (Unaudited)

(In thousands, except share and per share data)


	March 31, 2026	December 31, 2025
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$154,650	$158,322
Commissions and fees receivable – net	565,259	488,951
Fiduciary cash and receivables	4,764,338	4,298,920
Prepaid incentives – net	15,326	13,550
Other current assets	79,255	100,437
Total current assets	$5,578,828	$5,060,180
NON-CURRENT ASSETS
Goodwill	3,217,450	3,225,021
Customer relationships	1,433,397	1,496,885
Other intangible assets	127,052	119,621
Prepaid incentives – net	29,718	27,849
Equity method investments	116,431	109,982
Property and equipment – net	66,138	69,461
Lease right-of-use assets	125,802	130,480
Deferred tax assets	305,565	310,138
Other non-current assets	11,257	14,554
Total non-current assets	$5,432,810	$5,503,991
TOTAL ASSETS	$11,011,638	$10,564,171
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$341,742	$284,403
Accrued compensation	257,275	519,251
Operating lease liabilities	27,189	25,987
Tax Receivable Agreement liabilities	30,047	—
Short-term debt and current portion of long-term debt	35,364	60,187
Fiduciary liabilities	4,764,338	4,298,920
Total current liabilities	$5,455,955	$5,188,748
NON-CURRENT LIABILITIES
Accrued compensation	81,362	70,096
Operating lease liabilities	146,200	153,089
Long-term debt	3,533,913	3,291,462
Tax Receivable Agreement liabilities	430,797	458,997
Deferred tax liabilities	47,354	49,834
Other non-current liabilities	97,003	97,894
Total non-current liabilities	$4,336,629	$4,121,372
TOTAL LIABILITIES	$9,792,584	$9,310,120
STOCKHOLDERS’ EQUITY
Class A common stock ($0.001 par value; 1,000,000,000 shares authorized, 128,867,457 and 129,603,426 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively)	129	130
Class B common stock ($0.001 par value; 984,748,069 shares authorized and 134,351,649 shares issued and outstanding at March 31, 2026; 1,000,000,000 shares authorized and 134,508,885 shares issued and outstanding at December 31, 2025)	134	135
Preferred stock ($0.001 par value; 500,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2026 and December 31, 2025)	—	—
Additional paid-in capital	506,021	513,610
Retained earnings	120,528	120,353
Accumulated other comprehensive income	9,390	13,845
Total stockholders’ equity attributable to Ryan Specialty Holdings, Inc.	$636,202	$648,073
Non-controlling interests	582,852	605,978
Total stockholders’ equity	$1,219,054	$1,254,051
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$11,011,638	$10,564,171

See accompanying Notes to the Consolidated Financial Statements (Unaudited)

Ryan Specialty Holdings, Inc.

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)


	Three Months Ended March 31,
	2026	2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$40,597	$(4,389)
Adjustments to reconcile net income (loss) to cash flows provided by operating activities:
Income from equity method investments	(5,531)	(4,937)
Amortization	65,340	64,985
Depreciation	4,062	2,639
Prepaid and deferred compensation expense	13,700	10,799
Non-cash equity-based compensation	17,351	19,873
Amortization of deferred debt issuance costs	2,422	2,374
Amortization of interest rate cap premium	—	1,739
Deferred income tax expense	3,142	2,720
Deferred income tax expense from common control reorganization	—	48,115
Changes in operating assets and liabilities, net of acquisitions:
Commissions and fees receivable – net	(77,800)	(17,088)
Accrued interest liability	(21,470)	(11,801)
Other current and non-current assets	18,524	41,130
Other current and non-current liabilities	(227,748)	(298,984)
Total cash flows used in operating activities	$(167,411)	$(142,825)
CASH FLOWS FROM INVESTING ACTIVITIES
Business combinations – net of cash acquired and cash held in a fiduciary capacity	—	(555,641)
Capital expenditures	(13,265)	(16,730)
Asset acquisitions	—	(664)
Total cash flows used in investing activities	$(13,265)	$(573,035)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on Revolving Credit Facility	524,942	574,056
Repayments on Revolving Credit Facility	(279,375)	(150,000)
Debt issuance costs paid	—	(1,548)
Repayment of term debt	(4,250)	(4,250)
Receipt of contingently returnable consideration	3,140	1,927
Payment of contingent consideration	(17)	(25,150)
Tax distributions to non-controlling LLC Unitholders	(1,294)	—
Receipt of taxes related to net share settlement of equity awards	1,714	1,569
Taxes paid related to net share settlement of equity awards	(1,496)	(1,700)
Class A common stock dividends and Dividend Equivalents paid	(16,795)	(15,074)
Distributions and Declared Distributions paid to non-controlling LLC Unitholders	(8,071)	(6,796)
Repurchases of Class A common stock	(40,019)	—
Payments related to Ryan Re preferred units	—	(85)
Net change in fiduciary liabilities	(92,194)	(36,109)
Total cash flows provided by financing activities	$86,285	$336,840
Effect of changes in foreign exchange rates on cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity	(5,191)	10,081
NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY	$(99,582)	$(368,939)
CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY —Beginning balance	1,584,470	1,680,805
CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY —Ending balance	$1,484,888	$1,311,866
Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity
Cash and cash equivalents	$154,650	$203,549
Cash and cash equivalents held in a fiduciary capacity	1,330,238	1,108,317
Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity	$1,484,888	$1,311,866

See accompanying Notes to the Consolidated Financial Statements (Unaudited)

Ryan Specialty Holdings, Inc.

Consolidated Statements of Stockholders’ Equity (Unaudited)

(In thousands, except share data)


	Class A Common Stock		Class B Common Stock		Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income	Non- controlling Interests	Total Stockholders’ Equity
	Shares	Amount	Shares	Amount	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income	Non- controlling Interests	Total Stockholders’ Equity
Balance at December 31, 2025	129,603,426	$130	134,508,885	$135	$513,610	$120,353	$13,845	$605,978	$1,254,051
Net income	—	—	—	—	—	17,646	—	22,951	40,597
Issuance of common stock	103,661	—	—	—	—	—	—	—	—
Exchange of LLC equity for common stock	176,484	—	(157,236)	(1)	296	—	—	(295)	—
Cash and common stock clawbacks related to vested equity awards	(34,041)	—	—	—	(341)	—	—	187	(154)
Repurchase and retirement of common stock	(982,073)	(1)	—	—	(20,870)	—	—	(19,434)	(40,305)
Class A common stock dividends and Dividend Equivalents	—	—	—	—	—	(17,471)	—	—	(17,471)
Distributions and Declared Distributions to non-controlling LLC Unitholders	—	—	—	—	—	—	—	(8,177)	(8,177)
Tax Receivable Agreement liability and deferred taxes arising from LLC interest ownership changes	—	—	—	—	(4,115)	—	—	(933)	(5,048)
Distributions declared for non-controlling interest holders’ tax	—	—	—	—	—	—	—	(11,046)	(11,046)
Change in share of equity method investments’ other comprehensive income	—	—	—	—	—	—	215	303	518
Foreign currency translation adjustments	—	—	—	—	—	—	(4,670)	(6,592)	(11,262)
Equity-based compensation	—	—	—	—	17,441	—	—	(90)	17,351
Balance at March 31, 2026	128,867,457	$129	134,351,649	$134	$506,021	$120,528	$9,390	$582,852	$1,219,054


	Class A Common Stock		Class B Common Stock		Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Non- controlling Interests	Total Stockholders’ Equity
	Shares	Amount	Shares	Amount	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Non- controlling Interests	Total Stockholders’ Equity
Balance at December 31, 2024	125,411,089	$125	136,456,313	$136	$506,258	$122,939	$(1,796)	$470,623	$1,098,285
Net income (loss)	—	—	—	—	—	(27,642)	—	23,253	(4,389)
Issuance of common stock	81,137	—	—	—	—	—	—	—	—
Exchange of LLC equity for common stock	540,663	1	(498,664)	—	803	—	—	(804)	—
Class A common stock dividends and Dividend Equivalents	—	—	—	—	—	(15,959)	—	—	(15,959)
Distributions and Declared Distributions to non-controlling LLC Unitholders	—	—	—	—	—	—	—	(6,925)	(6,925)
Tax Receivable Agreement liability and deferred taxes arising from LLC interest ownership changes	—	—	—	—	(68,593)	—	—	29,746	(38,847)
Distributions declared for non-controlling interest holders’ tax	—	—	—	—	—	—	—	(8,443)	(8,443)
Change in share of equity method investment’s other comprehensive loss	—	—	—	—	—	—	(1,315)	(1,594)	(2,909)
Loss on interest rate cap, net	—	—	—	—	—	—	(898)	(1,107)	(2,005)
Foreign currency translation adjustments	—	—	—	—	—	—	8,481	10,151	18,632
Equity-based compensation	—	—	—	—	19,978	—	—	(105)	19,873
Balance at March 31, 2025	126,032,889	$126	135,957,649	$136	$458,446	$79,338	$4,472	$514,795	$1,057,313

See accompanying Notes to the Consolidated Financial Statements (Unaudited)

Ryan Specialty Holdings, Inc.

Notes to the Consolidated Financial Statements (Unaudited)

(Tabular amounts presented in thousands, except share and per share data)

1. Basis of Presentation

Nature of Operations

Ryan Specialty Holdings, Inc. (the “Company”) is a service provider of specialty products and solutions for insurance

brokers, agents, and carriers. These services encompass distribution, underwriting, product development, administration,

and risk management by acting as a wholesale broker and a managing underwriter or a program administrator with

delegated authority from insurance carriers. The Company’s offerings cover a wide variety of sectors including

commercial, industrial, institutional, governmental, and personal through one operating segment, Ryan Specialty. With the

exception of the Company’s equity method investments, the Company does not take on any underwriting risk.

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

Canada, India, and Singapore. The Company’s Class A common stock is traded on the New York Stock Exchange under

the ticker symbol “RYAN”.

Organization

Ryan Specialty Holdings, Inc. was formed as a Delaware corporation on March 5, 2021, for the purpose of completing an

IPO and to carry on the business of the LLC. New Ryan Specialty, LLC, or New LLC, was formed as a Delaware limited

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

company between Ryan Specialty Holdings, Inc. and the LLC. The Company is the sole managing member of New LLC.

New LLC is a holding company with its sole material asset being a controlling equity interest in the LLC. The Company

operates and controls the business and affairs of the LLC through New LLC and, through the LLC, conducts its business.

Accordingly, the Company consolidates the financial results of New LLC, and therefore the LLC, and reports the non-

controlling interests of New LLC’s Common Units on its consolidated financial statements. As the LLC is substantively

the same as New LLC, for the purpose of this document, we will refer to both New LLC and the LLC as the “LLC”. As of

March 31, 2026, the Company owned 49.0% of the outstanding LLC Common Units.

Basis of Presentation

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

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

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

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

statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on February 13,

2026. Interim results are not necessarily indicative of results for the full fiscal year due to seasonality and other factors.

In the opinion of management, the unaudited consolidated interim financial statements include all normal recurring

adjustments necessary to present fairly the Company’s consolidated financial position, results of operations, and cash flows

for all periods presented.

Principles of Consolidation

The unaudited consolidated interim financial statements include the accounts of the Company and its subsidiaries that it

controls due to ownership of a majority voting interest or pursuant to variable interest entity (“VIE”) accounting. All

intercompany transactions and balances have been eliminated in consolidation.

The Company, through its intermediate holding company New LLC, owns a minority economic interest in, and operates

and controls the businesses and affairs of, the LLC. The LLC is a VIE of the Company and the Company is the primary

beneficiary of the LLC as the Company has both the power to direct the activities that most significantly impact the LLC’s

economic performance and has the obligation to absorb losses of, and receive benefits from, the LLC, which could be

significant to the Company. Accordingly, the Company has prepared these consolidated financial statements in accordance

with Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”). ASC 810 requires that if an entity is

the primary beneficiary of a VIE, the assets, liabilities, and results of operations of the VIE should be included in the

consolidated financial statements of such entity. The Company’s relationship with the LLC results in no recourse to the

general credit of the Company and the Company has no contractual requirement to provide financial support to the LLC.

The Company shares in the income and losses of the LLC in direct proportion to the Company’s ownership percentage.

Use of Estimates

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

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

statements and the notes thereto. Such estimates and assumptions could change in the future as circumstances change or

more information becomes available, which could affect the amounts reported and disclosed herein.

Significant Accounting Policies

There have been no material changes, except as noted below, in the Company’s significant accounting policies from those

that were disclosed for the year ended December 31, 2025, in the Company’s Annual Report on Form 10-K filed with the

SEC on February 13, 2026.

Share Repurchases and Retirements

Class A common shares repurchased pursuant to the Company’s share repurchase program are recognized at cost, which

includes broker commissions and excise taxes. Repurchased shares are subsequently retired and the cost of the repurchased

shares in excess of par value is recognized as a reduction of additional paid-in capital.

Recently Issued Accounting Pronouncements

New Accounting Pronouncement Recently Adopted

In December 2025, the FASB issued ASU 2025-11 Interim Reporting (Topic 270) — Narrow-Scope Improvements, which

includes amendments that clarify when the interim reporting guidance is applicable, outlines the interim disclosures

required under this guidance and all other ASC topics, and establishes a disclosure principle that requires an entity to

disclose material events that have occurred since the last annual reporting period. This ASU is effective for interim

reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The

Company early adopted this ASU prospectively on January 1, 2026, with no material impact to its consolidated financial

statements or disclosures.

In December 2025, the FASB issued ASU 2025-12 Codification Improvements, which includes amendments that provide

clarification, correct technical errors, and make minor improvements with the intent to make the Accounting Standard

Codification easier to understand and apply. This ASU is effective for annual reporting periods beginning after December

15, 2026, and interim periods within those annual reporting periods, with early adoption permitted. The Company early

adopted this ASU prospectively on January 1, 2026, with no material impact to its consolidated financial statements or

disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03 Income Statement — Reporting Comprehensive Income — Expense

Disaggregation Disclosures (Subtopic 220-40) — Disaggregation of Income Statement Expenses, which requires the

disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial

statements. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods

within fiscal years beginning after December 15, 2027, with early adoption permitted. The amendments in this ASU may

be applied either prospectively or retrospectively. The Company is currently evaluating the impact of adopting this ASU on

its disclosures.

In September 2025, the FASB issued ASU 2025-06 Intangibles — Goodwill and Other — Internal-Use Software (Subtopic

350-40) — Targeted Improvements to the Accounting for Internal-Use Software, which removes all references to

prescriptive and sequential software development stages and instead requires entities to begin capitalizing costs once

management has authorized and committed to funding the software, and it is probable that the project will be completed

and used to perform its intended functions. Significant uncertainty regarding development activities must be assessed when

evaluating if a project is probable to be completed. Additionally, the ASU clarifies certain disclosure requirements for

capitalized internal-use software costs. This ASU is effective for annual reporting periods beginning after December 15,

2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments

in this ASU may be applied prospectively, using a modified transition approach, or retrospectively. The Company is

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

2. Revenue from Contracts with Customers

Disaggregation of Revenue

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


	Three Months Ended March 31,
	2026	2025
Wholesale Brokerage	$377,796	$360,788
Binding Authority	110,000	101,950
Underwriting Management	295,107	213,390
Total Net commissions and fees	$782,903	$676,128

Contract Balances

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

medical stop loss business, and multi-year structured solutions business, are included within Commissions and fees

receivable – net on the Consolidated Balance Sheets. The contract assets balance was $83.1 million and $65.4 million as of

March 31, 2026 and December 31, 2025, respectively. The contract liability balance related to deferred revenue, which is

included within Accounts payable and accrued liabilities on the Consolidated Balance Sheets, was $10.5 million and $10.0

million as of March 31, 2026 and December 31, 2025, respectively. During the three months ended March 31, 2026, $4.1

million of the contract liabilities outstanding as of December 31, 2025, were recognized as revenue.

3. Mergers and Acquisitions

There were no acquisitions completed during the three months ended March 31, 2026.

2025 Acquisitions

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

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

for cash consideration of $549.6 million and contingent consideration of $19.6 million. Measurement period adjustments

related to the initial valuation of contingent consideration of $1.5 million, Other current assets of $1.5 million, and net

working capital of $0.9 million were recognized as a net $0.9 million increase in Goodwill on the Consolidated Balance

Sheets as of December 31, 2025.

On May 1, 2025, the Company completed the acquisition of certain assets of USQRisk Holdings, LLC, a company based in

New York, New York, and London, England, that underwrites, structures, prices, and places specialty insurance for

corporate clients seeking bespoke, multi-year risk solutions, for cash consideration of $28.9 million and contingent

consideration of $23.8 million. A measurement period adjustment related to net working capital of $0.2 million was

recognized as an increase in Goodwill on the Consolidated Balance Sheets as of December 31, 2025.

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

construction, based in Dublin and Galway, Ireland, for cash consideration of $28.2 million and contingent consideration of

$0.6 million.

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

and surplus lines broker specializing in transportation insurance, headquartered in Portage, Michigan, for $67.2 million of

cash consideration and $20.4 million of LLC Common Units. Measurement period adjustments related to Commissions and

fees receivable – net of $0.8 million, the initial valuation of Customer relationships of $0.4 million, and net working capital

of $0.6 million were recognized as a net $0.6 million increase in Goodwill on the Consolidated Balance Sheets as of

December 31, 2025.

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

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

$124.3 million of cash consideration and $8.1 million of the Company’s Class A common stock. During the three months

ended March 31, 2026, a measurement period adjustment related to net working capital of $1.3 million was recognized as

an increase in Goodwill on the Consolidated Balance Sheets.

The Company recognized acquisition-related expenses, which include advisory, legal, accounting, valuation, and diligence-

related costs, for the Velocity acquisition of $3.9 million during the three months ended March 31, 2025, in General and

administrative expense on the Consolidated Statements of Income (Loss).

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

one year from each acquisition date.

Unaudited Pro Forma Financial Information

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

the acquisitions completed during the three months ended March 31, 2025, occurred on January 1, 2024. The unaudited pro

forma financial information is presented for informational purposes only and is not indicative of the results of operations

that would have been achieved if the acquisitions had taken place on the date indicated or of results that may occur in the

future.


	Three Months Ended March 31, 2025
Total revenue	$696,242
Net income	42,215

The unaudited pro forma financial information includes adjustments related to incremental amortization expense on

acquired intangible assets, transaction costs, incremental income tax expense related to the CCR (as defined in Note 16,

Income Taxes), and the consequential tax effects of the pro forma adjustments.

Contingent Consideration

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

which is generally based on the EBITDA or revenue of the acquired business following a defined period after purchase.

Further information regarding the fair value measurements of contingent consideration and contingently returnable

consideration is detailed in Note 13, Fair Value Measurements. The Company recognizes income or loss for the changes in

fair value of estimated contingent consideration and contingently returnable consideration within Change in contingent

consideration, and recognizes accretion of the discount on these assets or liabilities within Interest expense, net, on the

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


	Three Months Ended March 31,
	2026	2025
Change in contingent consideration	$27,294	$(14,042)
Interest expense, net	2,316	2,332
Total	$29,610	$(11,710)

As of March 31, 2026, the aggregate amount of maximum consideration related to acquisitions was $597.3 million of

contingent consideration and $6.6 million of contingently returnable consideration.

4. Restructuring

During the three months ended March 31, 2026, the Company initiated the Empower program to streamline the Company’s

brokerage, binding, and underwriting operations, optimize scale, accelerate data and technology strategies, and enhance

efficiencies across all of the Company’s Specialties. The restructuring plan is expected to incur total restructuring costs of

$160.0 million, including $115.0 million related to business platform optimization and $45.0 million related to

compensation and benefits, through December 31, 2028, and to generate annual savings of approximately $80.0 million in

2029. The following table presents the restructuring expense incurred:


	Three Months Ended March 31, 2026
Business platform optimization	$3,911
Compensation and benefits	666
Total	$4,577

For the three months ended March 31, 2026, the Company recognized restructuring expenses of $2.0 million, including

contractor costs, in Compensation and benefits, and $2.6 million in General and administrative expense on the

Consolidated Statements of Income (Loss).

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


	Business Platform Optimization	Compensation and Benefits	Total
Balance at January 1, 2026	$—	$—	$—
Accrued costs	9,065	666	9,731
Payments	(1,239)	(183)	(1,422)
Balance at March 31, 2026	$7,826	$483	$8,309

Accrued costs in the table above include both costs expensed and capitalized during the period. As of March 31, 2026, $5.6

million of the restructuring liability was included in Accounts payable and accrued liabilities and $2.7 million was included

in Current Accrued compensation on the Consolidated Balance Sheets.

5. Receivables and Other Current Assets

Receivables

The Company had receivables of $565.3 million and $489.0 million outstanding as of March 31, 2026 and December 31,

2025, respectively, which were recognized within Commissions and fees receivable – net on the Consolidated Balance

Sheets. Commission and fees receivable is net of an allowance for expected credit losses. The Company’s allowance for

expected credit losses is based on a combination of factors, including evaluation of historical write-offs, current economic

conditions, aging of balances, and other qualitative and quantitative analyses.

The following table provides a summary of changes in the Company’s allowance for expected credit losses:


	Three Months Ended March 31,
	2026	2025
Balance at beginning of period	$4,095	$3,018
Write-offs	(1,583)	(1,135)
Increase in provision	1,901	1,511
Balance at end of period	$4,413	$3,394

Other Current Assets

Major classes of other current assets consisted of the following:


	March 31, 2026	December 31, 2025
Prepaid expenses	$50,475	$62,995
Other current receivables	28,780	37,442
Total Other current assets	$79,255	$100,437

Other current receivables contain service receivables from Geneva Re, Ltd (“Geneva Re”) and Velocity Specialty

Insurance Company (“VSIC”). See Note 15, Related Parties, for further information regarding related parties.

6. Leases

The Company has operating leases with various terms through September 2038, primarily for office space and office

equipment. The following table provides additional information about the Company’s leases:


	Three Months Ended March 31,
	2026	2025
Lease costs
Operating lease costs	$8,703	$8,305
Short-term lease costs
Operating lease costs	201	506
Sublease income	(138)	(108)
Lease costs – net	$8,766	$8,703

Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for operating leases	$9,287	$9,689
Non-cash related activities
Right-of-use assets obtained in exchange for new operating lease liabilities	2,262	4,135
Amortization of right-of-use assets for operating leases	6,305	5,903
Weighted-average discount rate (percent)
Operating leases	5.4 %	5.4 %
Weighted-average remaining lease term (years)
Operating leases	6.6	7.4

7. Debt

Substantially all of the Company’s debt is carried at outstanding principal balance, less debt issuance costs and any

unamortized discount. The following table is a summary of the Company’s outstanding debt:


	March 31, 2026	December 31, 2025
Term debt
7-year term loan facility, periodic interest and quarterly principal payments, Adjusted Term SOFR + 2.00%, matures September 13, 2031	$1,656,411	$1,659,629
Senior secured notes
8-year senior secured notes, semi-annual interest payments, 4.38%, mature February 1, 2030	398,560	402,677
8-year senior secured notes, semi-annual interest payments, 5.88%, mature August 1, 2032	1,192,887	1,209,908
Revolving debt
5-year revolving loan facility, periodic interest payments, Adjusted Term SOFR + up to 2.50%, plus commitment fees of 0.25%-0.50%, matures July 30, 2029	319,399	74,062
Premium financing notes
Commercial notes, periodic interest and principal payments, 5.25%, expire May 1, 2026	634	2,519
Commercial notes, periodic interest and principal payments, 5.25%, expire June 1, 2026	201	499
Commercial notes, periodic interest and principal payments, 5.25%, expire June 21, 2026	1,185	2,355
Total debt	$3,569,277	$3,351,649
Less: Short-term debt and current portion of long-term debt	(35,364)	(60,187)
Long-term debt	$3,533,913	$3,291,462

Term Loan

As of March 31, 2026, $1,678.8 million of the Term Loan principal was outstanding, $0.3 million of interest was accrued,

and the related unamortized deferred issuance costs were $22.6 million. As of December 31, 2025, $1,683.0 million of the

principal was outstanding, $0.3 million of interest was accrued, and the related unamortized deferred issuance costs were

$23.6 million.

Revolving Credit Facility

The Revolving Credit Facility had a borrowing capacity of $1,400.0 million as of March 31, 2026 and December 31, 2025.

Due to the nature of the instrument, the deferred issuance costs related to the facility of $7.0 million and $7.5 million as of

March 31, 2026 and December 31, 2025, respectively, were included in Other non-current assets on the Consolidated

Balance Sheets. The commitments available to be borrowed under the Revolving Credit Facility were $1,082.0 million as

of March 31, 2026, as the facility was drawn on by $318.0 million. The commitments available to be borrowed under the

Revolving Credit Facility were $1,326.8 million as of December 31, 2025, as the facility was drawn on by $73.2 million.

The Company pays a commitment fee on undrawn amounts under the facility of 0.25%-0.50%. As of March 31, 2026 and

December 31, 2025, the Company accrued $0.7 million and $0.8 million, respectively, of unpaid commitment fees related

to the Revolving Credit Facility in Short-term debt and current portion of long-term debt on the Consolidated Balance

Sheets. As of March 31, 2026 and December 31, 2025, accrued interest on the facility was $0.7 million and $0.1 million,

respectively.

Senior Secured Notes due 2030

In February 2022, the LLC issued $400.0 million of Senior Secured Notes. As of March 31, 2026 and December 31, 2025,

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

costs were $4.4 million and $4.6 million, respectively.

Senior Secured Notes due 2032

In September 2024, the LLC issued $600.0 million of Senior Secured Notes at par. In December 2024, the LLC issued an

additional $600.0 million of Senior Secured Notes at a price of 99.5% of their face value plus accrued interest from

September 19, 2024. The notes issued in December 2024 were issued as additional notes under the same indenture as the

notes that were issued in September 2024 and, as such, form a single series and trade interchangeably with the previously

issued senior secured notes due 2032. As of March 31, 2026 and December 31, 2025, accrued interest on the notes was

$11.8 million and $29.4 million, respectively, and the related unamortized deferred issuance costs, including discount, were

$18.9 million and $19.5 million, respectively.

8. Stockholders’ Equity

Ryan Specialty’s amended and restated certificate of incorporation authorizes the issuance of up to 1,000,000,000 shares of

Class A common stock, 1,000,000,000 shares of Class B common stock, and 500,000,000 shares of preferred stock, each

having a par value of $0.001 per share.

The New LLC Operating Agreement requires that the Company and the LLC at all times maintain a one-to-one ratio

between the number of shares of Class A common stock issued by the Company and the number of LLC Common Units

owned by the Company, except as otherwise determined by the Company.

Class A and Class B Common Stock

Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to 10

votes per share but, upon the occurrence of certain events as set forth in the Company’s amended and restated certificate of

incorporation, or as of September 30, 2029, at the latest, each share will be entitled to one vote per share in the future. All

holders of Class A common stock and Class B common stock vote together as a single class except as otherwise required

by applicable law or our amended and restated certificate of incorporation. Holders of Class B common stock do not have

any right to receive dividends or distributions upon the liquidation or winding up of the Company.

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

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

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

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

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

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

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

Compensation.

Preferred Stock

There were no shares of preferred stock outstanding as of March 31, 2026 or December 31, 2025. Under the terms of the

amended and restated certificate of incorporation, the Board is authorized to direct the Company to issue shares of

preferred stock in one or more series without stockholder approval. The Board has the discretion to determine the rights,

preferences, privileges, and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges,

and liquidation preferences, of each series of preferred stock.

Share Repurchase Program

On February 10, 2026, the Company’s Board of Directors approved a share repurchase program that authorizes the

Company to repurchase up to $300.0 million of its outstanding Class A common stock. Share repurchases may be made

from time to time on the open market, in privately negotiated transactions, using Rule 10b5-1 trading plans, as accelerated

share repurchases, or in any other manner that complies with the applicable securities law. The timing of purchases and

number of shares repurchased under the program will depend upon a variety of factors including the Company’s stock

price, trading volume, working capital or other liquidity requirements, and market conditions. The Company is not

obligated to purchase any shares under the program and the program may be suspended or discontinued at any time without

notice.

During the three months ended March 31, 2026, the Company repurchased and subsequently retired 982,073 shares of its

Class A common stock in open market transactions for an aggregate purchase price of $40.0 million, exclusive of excise

taxes. As of March 31, 2026, $260.0 million remained available for repurchases under the program.

Dividends

During the three months ended March 31, 2026, the Company’s Board of Directors declared a regular quarterly cash

dividend of $0.13 per share on the Company’s outstanding Class A common stock. During the three months ended

March 31, 2026, $16.7 million of dividends were paid on Class A common stock.

Non-controlling Interests

The Company is the sole managing member of the LLC. As a result, the Company consolidates the LLC in its consolidated

financial statements, resulting in non-controlling interests related to the LLC Common Units not held by the Company. As

of March 31, 2026 and December 31, 2025, the Company owned 49.0% and 49.1%, respectively, of the economic interests

in the LLC, while the non-controlling interest holders owned the remaining 51.0% and 50.9%, respectively, of the

economic interests in the LLC.

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

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

interest holders’ weighted-average ownership percentage was 50.6% and 51.4% for the three months ended March 31,

2026 and 2025, respectively.

During the three months ended March 31, 2026, the Company declared a regular quarterly cash distribution of $0.06 per

unit on the LLC’s outstanding LLC Common Units. During the three months ended March 31, 2026, $8.1 million in

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

9. Equity-Based Compensation

The Ryan Specialty Holdings, Inc. 2021 Omnibus Incentive Plan (the “Omnibus Plan”) governs, among other things, the

types of awards the Company can grant to employees as equity-based compensation awards. The Omnibus Plan provides

for potential grants of the following awards: (i) stock options, (ii) stock appreciation rights, (iii) restricted stock awards,

(iv) performance awards, (v) other stock-based awards, (vi) other cash-based awards, and (vii) analogous equity awards

made in equity of the LLC.

IPO-Related Awards

As a result of the Organizational Transactions, pre-IPO holders of LLC Units that were granted as incentive awards, which

had historically been classified as equity and vested pro rata over five years, were required to exchange their LLC Units for

either Restricted Stock or Restricted Common Units. Additionally, Reload Options or Reload Class C Incentive Units were

issued to employees in order to protect against the dilution of their existing awards upon exchange to the new awards.

Separately, certain employees were granted one or more of the following new awards: (i) Restricted Stock Units (“RSUs”),

(ii) Staking Options, (iii) Restricted LLC Units (“RLUs”), or (iv) Staking Class C Incentive Units. The terms of these

awards are described below. All awards granted as part of the Organizational Transactions and the IPO are subject to non-

linear transfer restrictions for at least the five-year period following the IPO.

Incentive Awards

As part of the Company’s annual compensation process, the Company issues certain employees and directors equity-based

compensation awards (“Incentive Awards”). Additionally, the Company offers Incentive Awards to certain new hires.

These Incentive Awards typically take the form of (i) RSUs, (ii) RLUs, (iii) Stock Options, (iv) Class C Incentive Units,

(v) Performance Stock Units (“PSUs”), and (vi) Performance LLC Units (“PLUs”). The terms of these awards are

described below.

Restricted Stock Units (RSUs)

IPO RSUs

Related to the IPO, the Company granted RSUs to certain employees. The IPO RSUs vest either pro rata over 5 years from

the grant date or over 10 years from the grant date, with 10% vesting in each of years 3 through 9 and 30% vesting in year

10.

Incentive RSUs

Incentive RSUs vest either 100% 3 or 5 years from the grant date, pro rata over 3 or 5 years from the grant date, over 5

years from the grant date, with one-third of the grant vesting in each of years 3, 4 and 5, or over 7 years from the grant

date, with 20% vesting in each of years 3 through 7.

Upon vesting, RSUs automatically convert on a one-for-one basis into Class A common stock.


	Three Months Ended March 31, 2026
	IPO RSUs		Incentive RSUs
	Restricted Stock Units	Weighted Average Grant Date Fair Value	Restricted Stock Units	Weighted Average Grant Date Fair Value
Unvested at beginning of period	2,046,961	$23.22	2,553,441	$49.49
Granted	—	—	2,375,933	40.21
Vested	(1,927)	22.42	(51,139)	37.36
Forfeited	(7,642)	22.88	(29,326)	46.86
Unvested at end of period	2,037,392	$23.23	4,848,909	$45.09

Stock Options

Reload and Staking Options

As part of the Organizational Transactions and IPO, certain employees were granted Reload Options or Staking Options

that entitle the award holder to future purchases of Class A common stock, on a one-for-one basis, at the IPO price of

$23.50. The Reload Options either vested 100% 3 years from the grant date or vest over 5 years from the grant date, with

one-third of the grant vesting in each of years 3, 4 and 5. In general, vested Reload Options are exercisable up to the tenth

anniversary of the grant date. The Staking Options vest over 10 years from the grant date, with 10% vesting in each of

years 3 through 9 and 30% vesting in year 10. Staking Options are exercisable up to one year after their vest date.

Incentive Options

Incentive Options entitle the award holder to future purchases of Class A common stock, on a one-for-one basis, at the

respective exercise prices. The Incentive Options vest either over 5 years from the grant date, with one-third of the grant

vesting in each of years 3, 4 and 5 or pro rata over 7 years from the grant date. In general, vested Incentive Options are

exercisable up to the tenth anniversary of the grant date.


	Three Months Ended March 31, 2026
	Reload Options1	Staking Options1	Incentive Options	Incentive Options Weighted Average Exercise Price
Outstanding at beginning of period	3,393,326	66,667	271,247	$44.34
Granted	—	—	—	—
Exercised	(120,188)	—	(122)	34.39
Forfeited or expired	(29,785)	—	—	—
Outstanding at end of period	3,243,353	66,667	271,125	$44.34

1 As the Reload and Staking Options were one-time grants at the IPO, the weighted-average exercise price for any

movements in these awards will perpetually be $23.50. As such, the values are not presented in the table above.

As of March 31, 2026, there were 2,137,212, 13,332, and 56,793 exercisable Reload, Staking, and Incentive Options,

respectively. The aggregate intrinsic values and weighted-average remaining contractual terms of Stock Options

outstanding and exercisable as of March 31, 2026, were as follows:


Aggregate intrinsic value ($ in thousands):
Reload Options outstanding		$33,212
Reload Options exercisable		21,885
Staking Options outstanding		683
Staking Options exercisable		137
Incentive Options outstanding		—
Incentive Options exercisable		—
Weighted-average remaining contractual term (in years):
Reload Options outstanding		5.1
Reload Options exercisable		5.2
Staking Options outstanding		3.6
Staking Options exercisable		0.3
Incentive Options outstanding		4.3
Incentive Options exercisable		3.7

Restricted LLC Units (RLUs)

IPO RLUs

Related to the IPO, the Company granted RLUs to certain employees that vest either pro rata over 5 years from the grant

date or over 10 years from the grant date, with 10% vesting in each of years 3 through 9 and 30% vesting in year 10.

Incentive RLUs

Incentive RLUs vest either 100% 3 years from the grant date, pro rata over 3 or 5 years from the grant date, or over 7 years

from the grant date, with 20% vesting in each of years 3 through 7.

Upon vesting, RLUs convert on a one-for-one basis into either LLC Common Units or Class A common stock at the

election of the Company.


	Three Months Ended March 31, 2026
	IPO RLUs		Incentive RLUs
	Restricted LLC Units	Weighted Average Grant Date Fair Value	Restricted LLC Units	Weighted Average Grant Date Fair Value
Unvested at beginning of period	1,138,946	$25.10	638,648	$44.89
Granted	—	—	—	—
Vested	—	—	—	—
Forfeited	—	—	—	—
Unvested at end of period	1,138,946	$25.10	638,648	$44.89

Class C Incentive Units

Reload and Staking Class C Incentive Units

As part of the Organizational Transactions and IPO, certain employees were granted Reload Class C Incentive Units or

Staking Class C Incentive Units, which are profits interests. When the value of Class A common stock exceeds the

participation threshold, vested profits interests may be exchanged for LLC Common Units of equal value. On exchange,

the LLC Common Units are immediately redeemed on a one-for-one basis for Class A common stock. The Reload Class C

Incentive Units either vested 100% 3 years from the grant date or vest over 5 years from the grant date, with one-third of

the grant vesting in each of years 3, 4 and 5. The Staking Class C Incentive Units vest either pro rata over 5 years from the

grant date or over 10 years from the grant date, with 10% vesting in each of years 3 through 9 and 30% vesting in year 10.

Class C Incentive Units

Class C Incentive Units are profits interests. When the value of Class A common stock exceeds the participation threshold,

vested profits interests may be exchanged for LLC Common Units of equal value. On exchange, the LLC Common Units

are immediately redeemed on a one-for-one basis for Class A common stock. The Class C Incentive Units vest over 8 years

from the grant date, with 15% vesting in each of years 3 through 7 and 25% vesting in year 8, or over 7 years from the

grant date, with 20% vesting in each of years 3 through 7.


	Three Months Ended March 31, 2026
	Reload Class C Incentive Units	Staking Class C Incentive Units	Class C Incentive Units	Class C Incentive Units Weighted Average Participation Threshold
Unvested at beginning of period	457,832	1,333,336	450,822	$36.86
Granted	—	—	—	—
Vested	—	—	—	—
Forfeited	—	—	—	—
Unvested at end of period	457,832	1,333,336	450,822	$36.80

As the Reload and Staking Class C Incentive Units were one-time grants at the IPO, the weighted-average participation

threshold for these awards will be consistent across any type of movement. The weighted-average participation threshold

for Reload and Staking Class C Incentive Units was $23.08 and $23.14 as of March 31, 2026 and December 31, 2025,

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

distributions declared with respect to these awards during the three months ended March 31, 2026.

Performance Based Awards

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

Performance-based equity awards, PSUs and PLUs, are subject to the achievement of several defined performance and

market metrics. All performance awards are subject to a total shareholder return (“TSR”) compound annual growth rate

(“CAGR”) target and one or more of the following metrics: (i) an Adjusted EBITDAC margin target, (ii) an Organic

revenue CAGR target, or (iii) an individual revenue target. The TSR CAGR is calculated from the base price, as outlined in

the respective grant agreements, to the volume weighted-average price (“VWAP”) of Class A common stock for the period

specified by the grant agreement plus dividends paid to Class A common shareholders. A minimum threshold for the TSR

CAGR, as well as the targets for the other metrics, as applicable, must all be met in order for the awards to vest.

In general, the PSUs and PLUs vest 5 years from the grant date. PSUs represent the right to receive Class A common

shares and PLUs represent the right to receive LLC Common Units upon vesting. If the minimum threshold of the TSR

CAGR is achieved, and the other required targets are achieved, the TSR CAGR target and, if applicable, the individual

revenue target, will determine how many Class A common shares or LLC Common Units, as applicable, the awards vest

into. Assuming at least the minimum thresholds are met, the awards will vest into between 75% and 150% of the applicable

target stock or units, which will be calculated on a graduated basis. Confirmation of the targets will not occur until after

earnings are reported for the final fiscal year in the award’s performance period. The probability of achieving the

performance metrics is assessed each reporting period for expense purposes. During the year ended December 31, 2025, it

was determined that the Adjusted EBITDAC margin target for the executive PSUs and PLUs granted in fiscal year 2024

was not probable of being achieved and, as a result, the expense previously recognized for these awards was reversed.


	Three Months Ended March 31, 2026
	PSUs		PLUs
	Performance Stock Units	Weighted Average Grant Date Fair Value	Performance LLC Units	Weighted Average Grant Date Fair Value
Unvested at beginning of period	1,612,920	$27.73	487,218	$24.40
Granted	—	—	—	—
Vested	—	—	—	—
Forfeited	(6,513)	27.53	—	—
Unvested at end of period	1,606,407	$27.73	487,218	$24.40

Non-Employee Director Stock Grants

The Company grants RSUs to non-employee directors serving as members of the Company’s Board of Directors (“Director

Stock Grants”). The Director Stock Grants are fully vested upon grant. The next grant is anticipated to occur in the second

quarter of 2026 concurrent with the annual shareholders’ meeting.

Dividend Equivalents and Declared Distributions

A majority of the Company’s unvested equity-based compensation awards, with the exception of Options and Class C

Incentive Units, are entitled to accrue dividend equivalents if the award vests into Class A common stock (“Dividend

Equivalents”) or declared distributions if the award vests into LLC Common Units (“Declared Distributions”) over the

period the underlying award vests. The Dividend Equivalents and Declared Distributions will be paid in cash to award

holders at the time the underlying award vests. If an award holder forfeits their underlying award, the accrued Dividend

Equivalents or Declared Distributions will also be forfeit. Class C Incentive Units do not accrue cash distributions but

instead have their participation thresholds lowered by each Declared Distribution. Options do not participate in dividends.

As of March 31, 2026, the Company accrued $1.2 million and $0.1 million related to Dividend Equivalents and Declared

Distributions, respectively, in Accounts payable and accrued liabilities, and $4.8 million and $0.6 million related to

Dividend Equivalents and Declared Distributions, respectively, in Other non-current liabilities on the Consolidated Balance

Sheets. As of December 31, 2025, the Company accrued $1.1 million and $0.1 million related to Dividend Equivalents and

Declared Distributions, respectively, in Accounts payable and accrued liabilities, and $4.3 million and $0.6 million related

to Dividend Equivalents and Declared Distributions, respectively, in Other non-current liabilities on the Consolidated

Balance Sheets.

Equity-Based Compensation Expense

The following table includes the equity-based compensation the Company recognized by award type:


	Three Months Ended March 31,
	2026	2025
IPO awards
IPO RSUs and Staking Options	$1,618	$2,666
IPO RLUs and Staking Class C Incentive Units	1,289	1,964
Incremental Restricted Stock and Reload Options	69	402
Incremental Restricted Common Units and Reload Class C Incentive Units	66	271
Pre-IPO incentive awards
Restricted Stock	—	164
Restricted Common Units	—	48
Post-IPO incentive awards
Incentive RSUs	9,613	8,834
Incentive RLUs	1,843	2,013
Incentive Options	55	813
Class C Incentive Units	440	509
PSUs	1,756	1,083
PLUs	—	606
Other expense
Director Stock Grants	602	500
Total equity-based compensation expense	$17,351	$19,873

As of March 31, 2026, the unrecognized equity-based compensation expense and the related weighted-average remaining

expense period, as applicable, related to the types of equity-based compensation awards described above were as follows:


	Amount	Weighted Average Remaining Expense Period (Years)
IPO RSUs	$16,180	4.1
Incentive RSUs	150,673	3.5
Reload Options	119	0.3
Incentive Options	99	1.0
PSUs	28,824	4.0
IPO RLUs	11,411	4.2
Incentive RLUs	9,792	2.2
Reload Class C Incentive Units	83	0.3
Staking Class C Incentive Units	3,303	4.1
Class C Incentive Units	3,069	2.9
Total unrecognized equity-based compensation expense	$223,553

10. Earnings (Loss) Per Share

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

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

share is computed giving effect to potentially dilutive shares, including LLC equity awards and the non-controlling

interests’ LLC Common Units that are exchangeable into Class A common stock. As shares of Class B common stock do

not share in earnings and are not participating securities, they are not included in the Company’s calculation. A

reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings (loss) per share of

Class A common stock is as follows:


	Three Months Ended March 31,
	2026	2025
Net income (loss)	$40,597	$(4,389)
Less: Net income attributable to non-controlling interests	22,951	23,253
Net income (loss) attributable to Ryan Specialty Holdings, Inc.	$17,646	$(27,642)
Numerator:
Net income (loss) attributable to Class A common shareholders – basic	$17,646	$(27,642)
Less: Loss attributed to dilutive shares	(150)	—
Net income (loss) attributable to Class A common shareholders – diluted	$17,496	$(27,642)
Denominator:
Weighted-average shares of Class A common stock outstanding – basic	129,375,841	125,419,656
Add: Dilutive shares	7,965,381	—
Weighted-average shares of Class A common stock outstanding – diluted	137,341,222	125,419,656
Earnings (loss) per share
Earnings (loss) per share of Class A common stock – basic	$0.14	$(0.22)
Earnings (loss) per share of Class A common stock – diluted	$0.13	$(0.22)

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

of including such potentially dilutive shares would have been antidilutive:


	Three Months Ended March 31,
	2026	2025
Conversion of non-controlling interest LLC Common Units1	134,475,691	136,063,929
Restricted Stock	—	413,820
IPO RSUs	678,572	2,597,398
Incentive RSUs	—	2,791,698
PSUs	—	1,658,251
Reload Options	—	3,799,629
Staking Options	—	66,667
Incentive Options	150,000	281,652
Restricted Common Units	—	135,991
IPO RLUs	—	1,293,538
Incentive RLUs	—	686,712
PLUs	—	487,218
Reload Class C Incentive Units	—	3,573,527
Staking Class C Incentive Units	—	2,078,334
Class C Incentive Units	195,822	495,822

1 Weighted-average units outstanding during the period.

11. Derivatives

Interest Rate Cap

In 2022, the Company entered into an interest rate cap agreement to manage its exposure to interest rate fluctuations related

to the Company’s Term Loan in the amount of $25.5 million. The interest rate cap had a $1,000.0 million notional amount,

2.75% strike, and terminated on December 31, 2025. At inception, the Company formally designated the interest rate cap

as a cash flow hedge, which remained effective through the instrument’s termination date.

For the three months ended March 31, 2025, the decrease of $4.1 million in the fair value of the interest rate cap was

recognized in OCI. See Note 16, Income Taxes, for further information on the tax effects on OCI related to the interest rate

cap. The location and gains (losses) related to the interest rate cap were recognized on the Consolidated Statements of

Income (Loss) as follows:


	Income Statement Caption	Three Months Ended March 31, 2025
Interest rate cap premium amortization	Interest expense, net	$(1,739)
Amounts reclassified out of other comprehensive income related to the interest rate cap	Interest expense, net	3,953
Total impact of derivatives designated as hedging instruments		$2,214

See Note 13, Fair Value Measurements, for information on the fair value of the interest rate cap.

12. Variable Interest Entities

As discussed in Note 1, Basis of Presentation, the Company consolidates the LLC as a VIE under ASC 810. The

Company’s financial position, financial performance, and cash flows effectively represent those of the LLC as of and for

the three months ended March 31, 2026, with the exception of Cash and cash equivalents of $13.7 million, Other current

assets of $18.2 million, Deferred tax assets of $304.4 million, Accounts payable and accrued liabilities of $1.2 million,

Other non-current liabilities of $5.1 million, and the entire balance of the Tax Receivable Agreement liabilities of $460.8

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

December 31, 2025, Cash and cash equivalents of $22.5 million, Other current assets of $18.3 million, Deferred tax assets

of $309.1 million, Accounts payable and accrued liabilities of $1.1 million, Other non-current liabilities of $4.3 million,

and the entire balance of the Tax Receivable Agreement liabilities of $459.0 million on the Consolidated Balance Sheets

were attributable solely to Ryan Specialty Holdings, Inc.

13. Fair Value Measurements

Accounting standards establish a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair values as

follows:

Level 1: Observable inputs such as quoted prices for identical assets in active markets;

Level 2: Inputs other than quoted prices for identical assets in active markets, that are observable either directly or

indirectly; and

Level 3: Unobservable inputs in which there is little or no market data which requires the use of valuation techniques and

the development of assumptions.

The level in the fair value hierarchy within which the fair value measurement is classified is determined based on the

lowest level of input that is significant to the fair value measurement in its entirety.

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

fees receivable – net, other current assets, accounts payable, short-term debt, and other accrued liabilities as of March 31,

2026 and December 31, 2025, approximate fair value because of the short-term duration of these instruments. The fair

value of long-term debt, including the Term Loan, Senior Secured Notes, and any current portion of such debt, was

$3,256.9 million and $3,308.4 million as of March 31, 2026 and December 31, 2025, respectively. The fair value of the

Term Loan and Senior Secured Notes would be classified as Level 2 in the fair value hierarchy. See Note 7, Debt, for the

carrying values of the Company’s debt.

Interest Rate Cap

The Company used an interest rate cap to manage its exposure to interest rate fluctuations related to the Company’s Term

Loan. The fair value of the interest rate cap was determined using the market standard methodology of discounting the

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

interest rates used in the calculation of projected receipts on the cap were based on an expectation of future interest rates

derived from observable market interest rate curves and volatilities. The inputs used in determining the fair value of the

interest rate cap were considered Level 2 inputs. See Note 11, Derivatives, for further information on the interest rate cap.

Contingent Consideration

The fair values of contingent consideration and contingently returnable consideration are based on the present value of the

future expected payments to be made to the sellers and to be received from the sellers, respectively, of certain acquired

businesses in accordance with the provisions outlined in the respective purchase agreements, which are Level 3 fair value

measurements. In determining fair value, the Company estimates cash payments and receipts based on management’s

financial projections of the performance of each acquired business relative to the formula specified by each purchase

agreement. The Company utilizes Monte Carlo simulations to evaluate financial projections of each acquired business. The

Monte Carlo models consider forecasted revenue and EBITDA and market risk-adjusted revenue and EBITDA, which are

run through a series of simulations. As of March 31, 2026, the models used risk-free rates, expected volatility, and a credit

spread that ranged from 2.0% to 3.7%, 6.6% to 28.1%, and 0.6% to 3.3%, respectively. As of December 31, 2025, the

models used risk-free rates, expected volatility, and a credit spread that ranged from 1.9% to 3.7%, 6.2% to 21.5%, and

0.8% to 2.7%, respectively. The Company discounts the expected payments created by the Monte Carlo model to present

value using a risk-adjusted rate that takes into consideration the market-based rates of return that reflect the ability of the

acquired entity to achieve its targets. The discount rate ranges used to present value the cash payments were 4.1% to 6.9%

and 4.2% to 6.4% as of March 31, 2026 and December 31, 2025, respectively.

Each period, the Company revalues the contingent consideration and contingently returnable consideration associated with

certain prior acquisitions to their fair value and records the related changes of the fair value in Change in contingent

consideration on the Consolidated Statements of Income (Loss). Changes in contingent consideration result from changes

in the assumptions regarding probabilities of successful achievement of related EBITDA and revenue milestones, the

estimated timing in which milestones are achieved, and the discount rate used to estimate the fair value. Contingent

consideration may change significantly as the Company’s revenue growth rate and EBITDA estimates evolve and

additional data is obtained, impacting the Company’s assumptions. The use of different assumptions and judgments could

result in a materially different estimate of fair value which may have a material impact on the results from operations and

financial position. See Note 3, Mergers and Acquisitions, for further information on contingent consideration.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring

basis by fair value hierarchy input level:


	March 31, 2026			December 31, 2025
	Level 1	Level 2	Level 3	Level 1	Level 2	Level 3
Assets
Contingently returnable consideration	$—	$—	$3,197	$—	$—	$6,550
Liabilities
Contingent consideration	—	—	177,838	—	—	148,388
Total assets and liabilities measured at fair value	$—	$—	$181,035	$—	$—	$154,938

Contingently returnable consideration of $3.2 million and $3.3 million was recorded in Other current assets on the

Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, respectively. Contingently returnable

consideration of $3.3 million was recorded in Other non-current assets on the Consolidated Balance Sheets as of

December 31, 2025. Contingent consideration of $86.6 million and $55.9 million was recorded in Accounts payable and

accrued liabilities on the Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, respectively.

Contingent consideration of $91.2 million and $92.5 million was recorded in Other non-current liabilities on the

Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, respectively.

Level 3 Assets and Liabilities Measured at Fair Value

The following is a reconciliation of the beginning and ending balances of the Level 3 assets and liabilities measured at fair

RYAN SPECIALTY HOLDINGS, INC. 10-Q