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RYAN SPECIALTY HOLDINGS INC

For the period ended Dec 31, 2024. Filed Feb 21, 2025.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 21, 2025

RYAN$47.73-1.1%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-K

Period ended 2023-12-31; filed 2024-02-28.

0000950170-24-021657

Item 1A. Risk Factors

Current report: 10-K

Period ended 2024-12-31; filed 2025-02-21.

0001628280-25-006973

Item 1A. Risk Factors

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 339 previous paragraphs and 1529 current paragraphs.

91 unchanged; 230 reworded; 158 added; 18 removed; 0 previous and 1050 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (158)

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business include the following:

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

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

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continuity;

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Admitted market;

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forth in the United States;

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interest income;

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commissions;

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intelligence and other evolving technologies;

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•changing expectations over corporate responsibility and stakeholder interests;

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Risks Related to Intellectual Property, Data Privacy and Cybersecurity

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interruption;

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or perform as expected;

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Risks Related to Legal and Regulatory Issues

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underwriters, and other key employees, and plan and prepare for the succession of our senior management, we may not

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Our success depends on our ability to attract, retain and develop skilled and experienced personnel. There is

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significant competition within the insurance industry and from businesses outside the industry for exceptional employees,

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especially in key positions. If we are not able to successfully attract, retain, develop and motivate our employees, and plan

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and prepare for the succession of our senior management, our business, financial results and reputation could be materially

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and adversely affected. Our success and future performance depend in part upon the continued services of our executive

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officers, senior management, and other highly skilled personnel. In 2024, we effectuated our management transition plan

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involving our Chief Executive Officer, President and Chief Financial Officer. Effective management of future succession

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planning, including succession plans for our current CEO and other senior management positions, is important for the

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continued success of the Company. Inadequate succession planning, and the execution thereof, could have an adverse

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effect on our business, results of operations, financial condition and liquidity.

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with some states permitting very limited use of non-compete clauses and others allowing greater degrees of enforceability

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(“FTC”) passed a final rule that would have largely prohibited employers from using non-compete agreements. On August

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20, 2024, the Northern District of Texas set aside the FTC’s rule as unlawful. The court found that the FTC exceeded its

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statutory authority in creating the rule and that the rule was arbitrary and capricious. The FTC has expressed an interest in

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appealing the decision, but it is unclear what, if any, action it will take. Further, we do not have employment, non-

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competition, non-solicitation of business or non-acceptance of business agreements with all of our wholesale brokers and

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Lloyd’ssyndicates combined) for which we place business represented an aggregate of 21.8% and 22.7% of our revenues

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for the years ended December 31, 2024 and 2023, respectively. The top five retail brokers with which we place business

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statements in this Annual Report.

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geographies and markets.

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into our existing businesses.

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companies may not have robust controls, procedures and policies typical of a U.S. based public company, in particular,

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Removed paragraphs (18)

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

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Risks Related to Legal, Regulatory and Intellectual Property Issues

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Our success depends in a large part upon the continued service of our senior management team, including our founder, chairman and chief executive officer, Patrick G. Ryan, each of whom are critical to our vision, strategic direction, culture, products, and technology. The loss of Mr. Ryan or other members of our senior management team, even temporarily, could materially harm our business.

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We could be adversely affected if we fail to successfully execute our succession plan for our senior leaders and key executives, including Mr. Ryan and the acceptance of our trading partners of such plan. While we have succession plans in place and we have employment arrangements with certain key executives, these do not guarantee the services of these executives will continue to be available to us.

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For example, in mid-April 2021, we became aware that the Company was the victim of a cyber-phishing event. We confirmed that unauthorized access was gained to the email accounts of five of our employees. In response to this event, the Company took immediate action to secure the compromised email accounts and to prevent the unauthorized person(s) from continuing to have access, or gaining future access, to the Company’s accounts or related information. Additionally, the Company implemented additional employee training to educate and more effectively identify phishing scams and to better understand the purpose and function of the Company’s security applications, which were in operation at the time of this incident. The Company also reassessed and modified its approach to cybersecurity training for newly on-boarded employees and contractors.

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hyperinflation in certain foreign countries;

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trade barriers.

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Our inability to achieve the intended results of our previously announced restructuring program, ACCELERATE 2025, could impact our businesses, financial condition, and results of operations.

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As part of our restructuring plans, we expect to incur one-time write-offs and other restructuring charges and generate annual cost savings in the future. There can be no assurance that any restructuring activities that we undertake will achieve the cost savings, operating efficiencies, or other expected benefits. Our ability to successfully manage and execute the ACCELERATE 2025 program and realize the expected savings and benefits in the amounts and at the times anticipated is important to our business success. Failure to achieve the goals of our plans, which could result from our inability to successfully execute organizational change and business transformation plans, changes in global or regional economic conditions, changes in the insurance markets in which we compete, unanticipated costs or charges, and loss of key or other personnel, could have a material adverse effect on our businesses, financial condition, and results of operations. Internal restructurings come with an inherent amount of transition risk and can require a significant amount of time and focus from management and other employees, which may divert attention from our normal operations and could have a material adverse effect on our business, results of operations and financial condition.

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Risks Related to Legal, Regulatory and Intellectual Property Issues

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In the past, state regulators have scrutinized the manner in which insurance brokers are compensated. For example, the Attorney General of the State of New York brought charges against members of the insurance brokerage community for anti-competitive practices. These actions have created uncertainty concerning long-standing methods of compensating insurance brokers. Given that the insurance brokerage industry has faced scrutiny from regulators in the past over its compensation practices, and the transparency and discourse to clients regarding brokers’ compensation, it is possible that regulators may choose to revisit the same or other practices in the future. If they do so, compliance with new regulations along with any sanctions that might be imposed for past practices deemed improper could have an adverse impact on our future results of operations and inflict significant reputational harm on our business.

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restrict us from exploiting business opportunities;

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place us at a disadvantage compared to our competitors that have fewer indebtedness obligations; and

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Our credit ratings are subject to change.

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Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of our securities. Agency ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing agency. Each agency’s rating should be evaluated independently of any other agency’s rating.

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As a public company, we are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act, the listing requirements of New York Stock Exchange and other applicable securities rules and regulations. Compliance with these rules and regulations have increased our legal and financial compliance costs, made some activities more difficult, time-consuming or costly and increased demand on our systems and resources. In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We have invested, and intend to further invest, resources to comply with evolving laws, regulations and standards, and this investment has resulted in increased general and administrative expenses and may result in a diversion of our management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and there could be a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

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If securities or industry analysts publish unfavorable research or reports, or adversely change their recommendations regarding our Class A common stock or if our results of operations do not meet their expectations, our stock price and trading volume could decline.

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The trading market for our Class A common stock is influenced by the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If the analysts who cover us provide inaccurate or unfavorable research, issue an adverse opinion regarding our stock price or if our results of operations do not meet their expectations, our stock price could decline. Moreover, if one or more of these analysts cease their coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.
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Our operating and financial results are subject to various risks and uncertainties. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that affect us. If any of the following risks occur, our business, financial condition, operating results and prospects could be materially and adversely affected. Because of the following factors, as well as other factors affecting our businesses, financial condition, operating results and prospects, past financial performance should not be considered a reliable indicator of future performance, and investors should not rely on historical trends to anticipate trends or results in the future.

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

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Our business is subject to numerous risks and uncertainties and you should carefully consider all the information presented in the section entitled “Risk Factors” in this Annual Report. Some of the principal risks related to our business include the following:

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

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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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•our failure to successfully recruit and retain our senior management team, revenue producers or other key

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

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

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

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

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

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

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

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Changes in interest rates and deterioration of credit quality could reduce the value of our cash balances or interest income and adversely affect our financial condition or results.

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

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

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

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

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

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

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

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

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

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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 breaches in security that cause significant system or network disruption or business

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

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

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

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

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

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

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

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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;

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

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These and other risks are more fully described below. If any of these risks actually occurs, our business, financial condition, results of operations, cash flows and prospects could be materially and adversely affected.

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These and other risks are more fully described below. If any of these risks actually occurs, our business,

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If we fail to successfully execute our succession plan for Patrick G. Ryan, our founder, chairman and chief executive officer, or other members of our senior management team, as well as recruit and retain revenue producers, including wholesale brokers and underwriters, we may not be able to execute our business strategy.

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If we fail to successfully recruit and retain our management team, revenue producers, including wholesale brokers and

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Additionally, losing personnel who manage important client and carrier relationships for our products could adversely affect our operations and execution of our future growth strategies. Competition for revenue producers including wholesale brokers and underwriters is intense. Our ability to recruit and retain these professionals is critical to the success of our business. We cannot provide assurance that any of the wholesale brokers or underwriters who leave our firm will comply with the provisions of their employment and stock grant agreements that preclude them from competing with us or soliciting our clients and employees, or that these provisions will be enforceable under applicable law or sufficient to protect us from the loss of any business. The law governing non-compete agreements and other forms of restrictive covenants varies from state to state, and some states might not allow us to enforce some or all of our restrictive covenants. Additionally, on January 5, 2023, the U.S. Federal Trade Commission (“FTC”) issued a notice of proposed rulemaking that would prohibit employers from using non-compete agreements. If enacted, the FTC’s proposed rule would prohibit employers like us from implementing non-compete agreements with our personnel. Further, we do not have employment, non-competition, or non-solicitation agreements with all of our wholesale brokers and underwriters and most of our employment agreements are on “at-will” terms. We may not be able to retain or replace the business generated by key personnel who leave our firm.

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The loss of personnel who manage important client and carrier relationships for our products could adversely

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Our business may be harmed if we lose our relationships with retail brokers, insurance carriers or other trading partners, we fail to maintain good relationships with retail brokers, insurance carriers or other trading partners, we become dependent upon a limited number of retail brokers, insurance carriers or other trading partners or we fail to develop new retail broker, insurance carrier or other trading partner relationships.

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Our business may be harmed if we lose our relationships with retail brokers, insurance carriers or other trading

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Our business typically enters into contractual relationships with insurance carriers, retail brokers and other trading partners that are sometimes unique to us, but nonexclusive and terminable on short notice by either party for any reason. In many cases, insurance carriers also have the ability to amend the terms of our agreements unilaterally on short notice.

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Our business typically enters into contractual relationships with insurance carriers, retail brokers and other

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Insurance carriers may be unwilling to allow us to sell their existing or new insurance products or may amend our agreements with them, for a variety of reasons, including for competitive or regulatory reasons or because of a reluctance to distribute their products through our platform. Insurance carriers may decide to rely on their own internal distribution channels, choose to exclude us from their most profitable or popular products, or decide not to distribute insurance products in individual markets in certain geographies or altogether. The termination or amendment of our relationship with an insurance carrier could reduce the variety of insurance products we offer or our ability to place coverage for certain risks for which we do not have alternative markets. We also could lose a source of, or be paid reduced commissions for, future sales and could lose renewal commissions for past sales. Our business could also be harmed if we fail to develop new insurance carrier relationships.

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Insurance carriers may be unwilling to allow us to sell their existing or new insurance products or may amend

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Similarly, retail brokers and other trading partners could develop their own wholesale distribution channels or choose to work with wholesale distributors other than us. This could reduce the number of submissions we receive which could result in reduced commissions. Our business could also be harmed if we fail to develop relationships with new retail brokers or other sources of business.

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Similarly, retail brokers and other trading partners could develop their own wholesale distribution channels or

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Historically, wholesale brokers and other wholesale distributors have been involved in a very high percentage of risks placed in the E&S market. In addition to the potential for retail brokers developing their own wholesale distribution channels or choosing to work with wholesale distributors other than us, retail brokers often might prefer to place business directly with insurance carriers, without the involvement of a wholesaler. There is a risk to our business that insurance carriers will accommodate the retail broker’s preference to place business directly with the E&S insurer as opposed to through a wholesale broker or other wholesale distributor.

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Historically, wholesale brokers and other wholesale distributors have been involved in a very high percentage

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In the future, we may have a reduced number of insurance carriers or retail brokers with which we trade or derive a greater portion of our commissions and fees from a more concentrated number of insurance carriers, retail brokers or other trading partners as our business and the insurance industry evolve. The three largest insurance carriers (excluding Lloyd’s syndicates) with which we place business represented an aggregate of 15.3% and 15.4% of our revenues for the years ended December 31, 2023 and 2022, respectively. The three largest retail brokers with which we place business represented 19.4% and 19.6% of our revenues for the years ended December 31, 2023 and 2022, respectively. Should our dependence on a smaller number of insurance carriers, retail brokers or other trading partners increase, whether as a result of the termination of relationships, consolidation or otherwise, we may become more vulnerable to adverse changes in our relationships with these counterparties, particularly in states where we offer insurance products from a relatively small number of insurance carriers or where a small number of insurance companies or retail brokers dominate a geographic area, lines of business or market segment. The termination, amendment or consolidation of our relationships with our insurance carriers could harm our business, financial condition and results of operations.

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In the future, we may have a reduced number of insurance carriers or retail brokers with which we trade or

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We depend, to a large extent, on our relationships with all of our trading partners and our reputation for high-quality advice and solutions. If a trading partner is not satisfied with our services, it could cause us to incur additional costs and impair profitability. Many of our clients are businesses that band together in industry groups or trade associations and actively share information among themselves about the quality of service they receive from their vendors. Accordingly, poor service to one client may negatively impact our relationships with multiple other clients or potential clients. Moreover, if we fail to meet our contractual obligations, we could be subject to legal liability or loss of client relationships.

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We depend, to a large extent, on our relationships with all of our trading partners and our reputation for high-

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If our underwriting models contain errors or are otherwise ineffective or our underwriters do not demonstrate sufficient skill, our reputation and relationships with insurance carriers, retail brokers and agents could be harmed.

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If our underwriting models contain errors or are otherwise ineffective or our underwriters do not demonstrate sufficient

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Our ability to attract insurance carriers, retail brokers and agents to our MGUs, programs and binding authority operations is significantly dependent on our ability to effectively evaluate risks in accordance with insurer underwriting policies. Our business depends significantly on the accuracy and success of our underwriting model and the skill of our underwriters. To conduct this evaluation, we use proprietary underwriting models and third-party tools. If our underwriters do not perform with the expected level of skill or any of the models or tools that we use contain programming or other errors, are ineffective or the data provided by clients or third parties is incorrect or stale, or if we are unable to obtain accurate data from clients or third parties, our pricing and approval process could be negatively affected, resulting in potential violations of underwriting authority and loss of business. This could damage our reputation and relationships with insurance carriers, retail brokers and agents, which could harm our business, financial condition and results of operations.

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Our ability to attract insurance carriers, retail brokers and agents to our MGUs, programs and binding authority

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We are subject to economic and reputational harm if companies with which we do business engage in negligent, grossly negligent, misleading or fraudulent behavior and damage to our reputation could have a material adverse effect on our business.

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We are subject to economic and reputational harm if companies with which we do business engage in negligent, grossly

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As part of our role in distributing insurance products and services, we rely upon trusted trading partners to provide risk-bearing insurance capital, collect and transmit funds, and to provide other products and services. If one or more of these trading partners, whether negligently or intentionally, fails to provide the risk-bearing insurance, capital as agreed, mishandles or misappropriates funds, or otherwise fails to properly provide products and services as expected, we face potential liability for damages and reputational harm. During 2022, the Company placed certain insurance policies through a trading partner with the understanding that the policies were underwritten by highly rated insurance capital. The policies were instead underwritten by an insurance carrier that was not considered satisfactory by the Company or the insureds. The Company committed to securing replacement coverage, to the extent commercially available, from highly rated insurance companies on terms substantially similar to the insurance coverage originally agreed upon. As a result of this unusual circumstance, the Company has and may continue to incur losses arising from the original placements. For additional discussion, see “Note 16—Commitments and Contingencies” in the footnotes to the consolidated financial statements in this Annual Report.

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As part of our role in distributing insurance products and services, we rely upon trusted trading partners to

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Our ability to attract and retain clients, employees, investors, capital and insurer trading partners is highly dependent upon the external perceptions of our level of service, trustworthiness, business practices, financial condition and other subjective qualities. Negative perceptions or publicity regarding these matters could erode trust and confidence and damage our reputation among existing and potential clients which in turn could make it difficult for us to maintain existing clients and attract new ones. Damage to our reputation due to a failure to proactively communicate to stakeholders on changes in strategy and business plans could further affect the confidence of our clients, regulators, creditors, investors, insurer trading partners and other parties that are important to our business, having a material adverse effect on our business, ability to raise capital, financial condition, and results of operations.

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Our ability to attract and retain clients, employees, investors, capital and insurer trading partners is highly

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Our business depends on a strong brand, and any failure to maintain, protect and enhance our brand would hurt our ability to grow our business, particularly in new markets where we have limited brand recognition.

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Our business depends on a strong brand, and any failure to maintain, protect and enhance our brand would hurt our

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

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

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

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

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

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

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

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

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

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relationships with insurance carriers, retail brokers and agents;

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

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

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

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contagious disease and resulting governmental and societal responses;

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cooperation and interaction among our offices;

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

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

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the intellectual property rights of others;

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

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other actions to satisfy our obligations under such indebtedness;

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

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financial condition, results of operations, cash flows and prospects could be materially and adversely affected.

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be able to execute our business strategy.

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affect our operations and execution of our future growth strategies. Competition for revenue producers including wholesale

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brokers and underwriters is intense. Our ability to recruit and retain these professionals is critical to the success of our

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business. We cannot provide assurance that any of the wholesale brokers or underwriters who leave our firm will comply

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with the provisions of their employment and stock grant agreements that preclude them from competing with us or

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soliciting our clients and employees, or that these provisions will be enforceable under applicable law or sufficient to

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protect us from the loss of any business.

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The law governing non-compete agreements and other forms of restrictive covenants varies from state to state

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of the types of restrictive covenants we utilize. Additionally, on April 23, 2024, the U.S. Federal Trade Commission

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underwriters and most of our employment agreements are on “at-will” terms. We may not be able to retain or replace the

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business generated by key personnel who leave our firm.

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partners, we fail to maintain good relationships with retail brokers, insurance carriers or other trading partners, we

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become dependent upon a limited number of retail brokers, insurance carriers or other trading partners or we fail to

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develop new retail broker, insurance carrier or other trading partner relationships.

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trading partners that are sometimes unique to us, but nonexclusive and terminable on short notice by either party for any

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reason. In many cases, insurance carriers also have the ability to amend the terms of our agreements unilaterally on short

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our agreements with them, for a variety of reasons, including for competitive or regulatory reasons or because of a

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reluctance to distribute their products through our platform. Insurance carriers may decide to rely on their own internal

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