RYAN SPECIALTY HOLDINGS INC

Report of Independent Registered Public Accounting Firm

To the shareholders and the Board of Directors of Ryan Specialty Holdings, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Ryan Specialty Holdings, Inc., and subsidiaries (the

“Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income,

stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related

notes (collectively referred to as the “financial statements”). We also have audited the Company’s internal control over

financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework

(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the

Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years

in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of

America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial

reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013)

issued by COSO.

As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its

assessment the internal control over financial reporting at December 31, 2024, Castel Underwriting Agencies Limited

(“Castel”), US Assure Insurance Services of Florida, Inc. (“US Assure”), and Innovisk Capital Partners (“Innovisk”),

which were acquired on May 1, 2024, August 30, 2024, and November 4, 2024, respectively, and whose assets (excluding

goodwill) constitute 1.9%, 1.5%, and 0.7%, respectively, of the total consolidated assets as of December 31, 2024, and

whose net commissions and fees revenue constitute 1.5%, 1.8%, and 0.4%, respectively, of total consolidated net

commissions and fees revenue, for the year ended December 31, 2024. Accordingly, our audit did not include the internal

control over financial reporting at Castel, US Assure, and Innovisk.

Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over

financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the

accompanying Management Report on Internal Control. Our responsibility is to express an opinion on these financial

statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public

accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are

required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the

applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and

perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement,

whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material

respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the

financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits

also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting

included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness

exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our

audits also included performing such other procedures as we considered necessary in the circumstances. We believe that

our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and

procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded

as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and

that receipts and expenditures of the company are being made only in accordance with authorizations of management and

directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below arises from the current-period audit of the financial statements that were

communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are

material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The

communication of critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole,

and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter

or on the accounts or disclosures to which they relate.

Mergers and Acquisitions – Valuation of Certain Newly Acquired Customer Relationships — Refer to Notes 2, 4, and 7

to the consolidated financial statements

Critical Audit Matter Description

The Company completed the acquisitions of Castel, US Assure, and Innovisk during the year ended December 31, 2024,

and allocated $923.8 million of purchase consideration to customer relationships. The Company accounts for transactions

that represent business combinations under the acquisition method of accounting, which requires the Company to allocate

the total consideration transferred for each acquisition to the assets acquired and liabilities assumed based on their fair

values as of the date of acquisition, including identifiable intangible assets.

The allocation of the total consideration for Castel, US Assure, and Innovisk utilizes significant estimates in determining

the fair values of identifiable assets acquired, especially with respect to intangible assets. Estimating the fair value for

Castel, US Assure, and Innovisk, at the applicable acquisition dates, involves significant judgments, including projecting

the future financial performance of the acquired businesses.

Auditing the purchase price allocated to identifiable intangible assets, specifically customer relationships, involved a high

degree of auditor judgment related to management’s assumptions and estimates. The significant assumptions used to

estimate the fair value of the customer relationships included discount rates, attrition rates, and revenue growth rates. These

assumptions are forward-looking and could be affected by future economic and market conditions.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the valuation of acquired customer relationships for Castel, US Assure, and Innovisk

included the following, among others:

•We tested the design, implementation and operating effectiveness of internal controls that address the risks of

material misstatements relating to the purchase price allocated to customer relationships, including management’s

controls over the assumption setting including discount rates, attrition rates, and revenue growth rates.

•We performed sensitivity analyses to evaluate the impact of changes in assumptions to the valuation of the

customer relationships.

•We compared the purchase price allocated to customer relationships to comparable transactions within the

industry.

•With the assistance of our internal fair value specialists, we performed the following:

◦We evaluated the reasonableness of the valuation methodology.

◦We evaluated the reasonableness of significant assumptions used to estimate purchase price allocated to

customer relationships including discount rates, attrition rates, and revenue growth rates.

◦We reperformed the mathematical accuracy of the calculation of customer relationships.

/s/Deloitte & Touche LLP

Chicago, Illinois

February 21, 2025

We have served as the Company’s auditor since 2011.