RYAN SPECIALTY HOLDINGS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31,2023

or

For the transition period from to .

Commission file number: 001-40645

RYAN SPECIALTY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the voting common equity held by non-affiliates of the Registrant, computed by reference to the last reported price at which the Registrant’s common equity was sold on June 30, 2023 (the last day of the Registrant’s most recently completed second quarter) was $5,351,536,795.

On February 26, 2024, the Registrant had 260,223,699 shares of common stock outstanding, consisting of 118,634,081 shares of Class A common stock, $0.001 par value, and 141,589,618 shares of Class B common stock, $0.001 par value.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s proxy statement for its 2024 Annual Meeting of Stockholders are incorporated by reference in this report in response to Part III, Items 10, 11, 12, 13, and 14 which will be filed no later than 120 days after the Registrant’s fiscal year ended December 31, 2023.

COMMONLY USED DEFINED TERMS

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

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“we”, “us”, “our”, the “Company”, “Ryan Specialty”, and similar references refer: (i) following the consummation of the Organizational Transactions, including our IPO, to Ryan Specialty Holdings, Inc., and, unless otherwise stated, all of its subsidiaries, including the LLC, and (ii) prior to the completion of the Organizational Transactions, including our IPO, to the LLC and, unless otherwise stated, all of its subsidiaries.

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“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.

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“All Risks” or “ARL”: All Risks Specialty, LLC (f/k/a All Risk, Ltd.), an insurance specialist providing services in wholesale brokerage and delegated underwriting authority.

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“All Risks Acquisition”: In September 2020, Ryan Specialty acquired All Risks.

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“Annual Report”: This Annual Report on Form 10-K, filed with the SEC on or about March 1, 2023.

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“Binding Authority”: Our Binding Authority receives submissions for insurance directly from retail brokers, evaluates price, and makes underwriting decisions regarding these submissions based on narrowly prescribed guidelines provided by carriers, and binds and issues policies on behalf of insurance carriers who retain the insurance underwriting risk.

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

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“Class C Incentive Units”: Class C common incentive units, initially of the LLC on and prior to September 30, 2021 and then subsequently of New LLC, that are subject to vesting and will be exchangeable into LLC Common Units.

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“Credit Agreement”: The credit agreement, as amended, dated September 1, 2020, among Ryan Specialty, LLC and JPMorgan Chase Bank, N.A., as administrative agent and the other lenders party thereto.

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

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“E&O”: Errors and omissions.

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“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.

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

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“Founder”: Patrick G. Ryan.

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“IPO”: Initial public offering.

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

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“LLC Common Units”: Non-voting common interest units following the Organizational Transactions initially of the LLC on and prior to September 30, 2021 and then subsequently of New LLC.

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“LLC Operating Agreement”: the Eighth Amended and Restated Limited Liability Company Agreement of the LLC, as amended.

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

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

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“MGA”: Managing general agent.

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“MGU”: Managing general underwriter.

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

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“New LLC Operating Agreement”: The Third Amended and Restated Limited Liability Company Agreement of New LLC, as amended.

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“Onex”: Onex Corporation and its affiliates, a holder of LLC Units and Redeemable Preferred Units prior to the Organizational Transactions, and one of our stockholders following the Organizational Transactions.

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“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.

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“P&C”: Property and casualty insurance.

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“Redeemable Preferred Units”: Class B preferred units of the LLC held by Onex prior to the Organizational Transactions.

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“Revolving Credit Facility”: The $600 million senior secured revolving credit facility under our Credit Agreement.

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“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.

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“SEC”: The Securities and Exchange Commission.

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

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

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“Specialty”: One of the three Ryan Specialty primary distribution channels, which includes Wholesale Brokerage, Binding Authority, and Underwriting Management.

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“Stock Option”: A non-qualified stock option award that gives the grantee the option to buy a specified number of shares of our Class A common stock at the grant date price.

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

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“Term Loan”: The senior secured Term Loan B for $1.65 billion in principal amount under our Credit Agreement.

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

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“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.

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“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.

Information Concerning Forward-Looking Statements

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements other than statements of historical fact included in this Annual Report on Form 10-K are forward-looking statements. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future performance, and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated costs, expenditures, cash flows, growth rates and financial results, any future dividends, our plans, anticipated amount and timing of cost savings relating to the restructuring plan, and objectives for future operations, growth or initiatives, strategies or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

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our failure to successfully execute our succession plan for Patrick G. Ryan or other members of our senior management team or to recruit and retain revenue producers;

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

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the impact of improper disclosure of confidential, personal or proprietary data, misuse of information by employees or counterparties or as a result of cyberattacks;

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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;

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errors in, or ineffectiveness of, our underwriting models and the risks presented to our reputation and relationships with insurance carriers, retail brokers and agents;

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

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unsatisfactory evaluation of potential acquisitions, the integration of acquired businesses, and/or introduction of new products, lines of business, and markets;

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

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

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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;

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

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our international operations expose us to various international risks, including required compliance with legal and regulatory obligations, that are different, and at times more burdensome, than those set forth in the United States;

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

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

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significant competitive pressures in each of our businesses;

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

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

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our inability to collect our receivables;

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

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changes in the mode of compensation in the insurance industry;

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impairment of goodwill and intangibles;

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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;

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

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

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

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

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

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our ability to gain internal efficiencies through the application of technology or effectively apply technology in driving value for our clients or the failure of technology and automated systems to function or perform as expected;

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

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the competitiveness and cyclicality of the reinsurance industry;

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the occurrence of natural or man-made disasters;

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

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

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

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our inability to respond quickly to operational or financial problems or promote the desired level of cooperation and interaction among our offices;

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

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the impact of governmental regulations, legal proceedings and governmental inquiries related to our business;

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

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

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

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

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changes in tax laws or regulations;

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decreased commission revenues due to proposed tort reform legislation;

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the impact of regulations affecting insurance carriers;

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our outstanding debt potentially adversely affecting our financial flexibility and subjecting us to restrictions and limitations that could significantly affect our ability to operate;

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not being able to generate sufficient cash flow to service all of our indebtedness and being forced to take other actions to satisfy our obligations under such indebtedness;

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being affected by further changes in the U.S. based credit markets;

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changes in our credit ratings;

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risks related to the payments required by our Tax Receivable Agreement;

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risks relating to our organizational structure that could result in conflicts of interests between the LLC Unitholders, the Ryan Parties, and the holders of our Class A common stock; and

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other factors disclosed in the section entitled “Risk Factors” in this Annual Report.

We derive many of our forward-looking statements from our operating budgets and forecasts that are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our filings with the SEC and other public communications. You should evaluate all forward-looking statements made in this Annual Report in the context of these risks and uncertainties.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Annual Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this Annual Report are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

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