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, 2024

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, 2024 (the last day of the Registrant’s most recently completed second quarter) was

$7,023,419,425.

On February 17, 2025, the Registrant had 261,905,901 shares of common stock outstanding, consisting of 125,726,294 shares of Class A common stock,

$0.001 par value, and 136,179,607 shares of Class B common stock, $0.001 par value.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s proxy statement for its 2025 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, 2024.

COMMONLY USED DEFINED TERMS

As used in this annual report, 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: (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.

•“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”: 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

based on SOFR, without any credit spread adjustment, subject to a 75 basis point floor. After

September 13, 2024, 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.

•“All Risks LTIP”: The legacy Long Term Incentive Plan of All Risks Specialty, LLC (f/k/a All Risk,

Ltd.), an insurance specialist providing services in wholesale brokerage and delegated underwriting

authority acquired by Ryan Specialty in September 2020.

•“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 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 following the Organizational Transactions

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.

•“P&C”: Property and casualty insurance.

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

the Credit Agreement. After July 30, 2024, 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.

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

•“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 our 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 $1,650 million aggregate principal amount senior

secured Term Loan B under the Credit Agreement. After September 13, 2024, 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.

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, 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 of 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

•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;

•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;

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

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

intelligence and other evolving technologies;

•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 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 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

•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; and

•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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