RYAN SPECIALTY HOLDINGS INC
For the period ended Dec 31, 2024. Filed Feb 21, 2025.
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FY2024 · Filed Feb 21, 2025
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Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rule 13a–15(e) and Rule 15d–15(e) under the
Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by the Company
in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the
time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to provide reasonable assurance that information required to be disclosed by the
Company in the reports that we file or submit under the Exchange Act is accumulated and communicated to our
management, including our principal executive and principal financial officers, as appropriate to allow timely decisions
regarding required disclosure. Based on such evaluation, our principal executive officer and principal financial officer have
concluded that as of December 31, 2024, our disclosure controls and procedures were effective at the reasonable assurance
level.
Management’s Report on Internal Control Over Financial Reporting
Management of Ryan Specialty is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control
over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with U.S. GAAP, and 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.
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting
objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human
diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal
control over financial reporting can also be circumvented by collusion or improper management override. Because of such
limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control
over financial reporting. However, these inherent limitations are known features of the financial reporting process.
Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
Under the supervision and with the participation of our senior management, including our Chief Executive
Officer and Chief Financial Officer, we assessed the effectiveness of our internal control over financial reporting as of
December 31, 2024. In making this assessment, we used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in the Internal Control - Integrated Framework (2013 Framework). Ryan
Specialty acquired Castel Underwriting Agencies Limited (“Castel”) on May 1, 2024, US Assure Insurance Services of
Florida, Inc. (“US Assure”) on August 30, 2024, and Innovisk Capital Partners (“Innovisk”) on November 4, 2024.
Management excluded Castel, US Assure, and Innovisk from its assessment of the effectiveness of the Company’s internal
control over financial reporting as of December 31, 2024. This exclusion is in accordance with SEC guidance that an
assessment of a recently acquired business’s internal control over financial reporting may be omitted from management’s
report on internal control over financial reporting in the year of acquisition of the business. As of the year ended December
31, 2024, each of the acquisition’s assets(excluding goodwill and intangibles, which are included in the scope of the
assessment) as a percentage of the Company’s total assets were: Castel 1.9%, US Assure 1.5%, and Innovisk 0.7% and for
the year ended December 31, 2024, each of the acquisition’s revenue as a percentage of the Company’s revenue were:
Castel 1.6%, US Assure 1.9%, and Innovisk 0.4%. Based on this assessment, management has concluded that the Company
maintained effective internal control over financial reporting as of December 31, 2024.
The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by
Deloitte & Touche LLP, the Company’s independent registered public accounting firm. The attestation report of our
independent registered public accounting firm on the effectiveness of our internal control over financial reporting is set
forth in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There have been no changes in internal control over financial reporting during thethree months ended
December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
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