RYAN SPECIALTY HOLDINGS INC

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 September 30, 2024

OR

☐ 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)

(312) 784-6001

(Registrant’s telephone number, including area code)

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

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☒

On October 28, 2024, the Registrant had 261,841,819 shares of common stock outstanding, consisting of 125,171,615 shares of Class A common stock,

$0.001 par value, and 136,670,204 shares of Class B common stock, $0.001 par value.

INDEX

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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, 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:

•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;

•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 cyberattacks;

•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;

•unsatisfactory evaluation of potential acquisitions, the integration of acquired businesses, and/or introduction of

new products, lines of business, and markets;

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

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

business;

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

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

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

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

regulatory obligations, that are different, and at times more burdensome, than those set forth in the United States;

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

income;

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

•significant competitive pressures in each of our businesses;

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

commissions;

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

•our inability to collect our receivables;

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

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

•impairment of goodwill and intangibles;

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

contagious disease and resulting governmental and societal responses;

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

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

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

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

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

•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;

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

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

•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;

•the impact of 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;

•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;

•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 restrictions and

limitations that could significantly affect our ability to operate;

•not being able to generate sufficient cash flow to service all of our indebtedness and being forced to take other

actions to satisfy our obligations under such indebtedness;

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

•changes in our credit ratings;

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

•risks relating to our organizational structure that could result in conflicts of interests between the LLC

Unitholders, the Ryan Parties, and the holders of our Class A common stock; and

•other factors disclosed in the section entitled “Risk Factors” in 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, 2023. All written and oral forward-looking

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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:

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

•“2032 Senior Secured Notes”: The 5.875% senior secured notes due 2032 issued on September 19, 2024.

•“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.

•“Adjusted Term SOFR”: Prior to January 19, 2024, the interest rate per annum based on the Secured Overnight

Financing Rate (“SOFR”) plus a Credit Spread Adjustment of 10 basis points, 15 basis points, or 25 basis points for

the one-month, three-month, or six-month borrowing periods, respectively, subject to a 75 basis point floor. After

January 19, 2024, the interest rate per annum no longer includes the Credit Spread Adjustment. After September 13,

2024, the 75 basis point floor was reduced to 0.

•“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 receives submissions for insurance directly from retail brokers,

evaluates price and makes underwriting decisions regarding these submissions based on narrowly prescribed

guidelines provided by carriers, and binds and issues policies on behalf of insurance carriers who retain the insurance

underwriting risk.

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

•“Class C Incentive Units”: Class C common incentive units, initially of the LLC on and prior to September 30, 2021,

and then subsequently of New LLC, that are subject to vesting and will be exchangeable into LLC Common Units.

•“Credit Agreement”: The credit agreement, 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.

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

•“E&O”: Errors and omissions.

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•“E&S”: Excess and surplus lines. In this insurance market, carriers are licensed on a “non-admitted” basis. The

excess and surplus lines market often offers carriers more flexibility in terms, conditions, and rates than does 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 Seventh Amended and Restated Limited Liability Company Agreement of the

LLC.

•“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 Amended and Restated Limited Liability Company Agreement of New LLC.

•“Onex”: Onex Corporation and its affiliates, a holder of LLC Units and Class B preferred units of the LLC held prior

to the Organizational Transactions, and one of our shareholders following the Organizational Transactions.

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

with the IPO, as described in the Form 10-K filed with the SEC on March 16, 2022.

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

Credit Agreement. After July 30, 2024, the $1,400 million revolving credit facility under the Company’s 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 includes Wholesale Brokerage,

Binding Authority, and Underwriting Management.

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

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

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

•“Term Loan”: Prior to September 13, 2024, the senior secured Term Loan B for $1.65 billion in principal amount

under the Company’s Credit Agreement. After September 13, 2024, the senior secured Term Loan B for $1.70

billion in principal amount under the Company’s 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

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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.