RYAN SPECIALTY HOLDINGS, INC.
For the period ended Jun 30, 2025. Filed Aug 1, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 1, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-02.
0001628280-25-021664
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-01.
0001628280-25-037141
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 607 previous paragraphs and 704 current paragraphs.
428 unchanged; 105 reworded; 112 added; 66 removed; 8 previous and 59 current paragraphs rearranged.
Tables are not compared: 14 previous and 16 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 (112)
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On May 16, 2025, the Company completed the acquisition of 360° Underwriting (“360”), an MGU specializing in
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commercial construction, based in Dublin and Galway, Ireland.
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On July 1, 2025, the Company completed the acquisition of certain assets of J.M. Wilson Corporation, an MGA and
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surplus lines broker specializing in transportation insurance headquartered in Portage, Michigan.
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for retailers to place property coverage directly in the E&S market, and we believe the market dynamics exist for these
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factors to potentially continue through the end of 2025.
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risk.
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For thesix months ended June 30, 2025, Other non-operating loss (income) consisted of seller reimbursement of
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term loan repricing and TRA contractual interest and related charges offset by sublease income.
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•$89.0 million, or 12.8%, of the period-over-period change in Total revenue was due to acquisitions during their
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•$48.4 million, or 7.0%, of the period-over-period change in Total revenue was due to organic revenue growth.
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offset by a moderate pullback across our property portfolio. A modest decline in our property portfolio revenue
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directly in the E&S market. This decline was partially offset by new business generation. Growth in the quarter
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organic growth within the Specialty for the quarter as well as an increase in contingent commissions.
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Binding Authority net commissions and fees increased by$13.9 million, or 17.2%, period-over-period, primarily due to
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Compensation and benefits expense increased by$71.2 million, or 17.2%, from$414.0 million to$485.3 million for the
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•Commissions increased $19.9 million, or 9.6%, period-over-period, driven by the 7.4% increase in Wholesale
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•The increase was partially offset by a $3.8 million decline in Restructuring and related expense due to the
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2.8% from 59.5% to 56.7% period-over-period.
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General and administrative expense increased by$24.1 million, or 29.0%, from$83.0 million to$107.0 million for the
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initiatives; and
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•The increase was partially offset by a $4.2 million decline in Restructuring and related expense due to the
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increase of 0.6% from 11.9% to 12.5% period-over-period.
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Amortization expense increased by$39.1 million from$30.5 million to$69.7 million for the three months ended June 30,
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Interest expense, net increased$27.2 million, or 87.4%, from$31.1 million to$58.3 million for the three months ended
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balances was$1.5 million and$5.3 million, respectively.
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Other non-operating loss (income) decreased by$0.1 million to a loss of$0.1 million for the three months ended June 30,
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Other non-operating loss (income) consisted of $0.4 million of TRA contractual interest and related charges offset by $0.2
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million of sublease income. For the three months ended June 30, 2024, Other non-operating loss (income) consisted of $0.4
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million of TRA contractual interest and related charges offset by $0.2 million of sublease income.
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Income before income taxes increased$1.0 million from$136.7 million to$137.7 million for the three months ended
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Income tax expense decreased$5.7 million from$18.7 million to$13.0 million for the three months ended June 30, 2025,
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compared to the same period in the prior year primarily as a result of a $3.6 million increase in the discrete benefit from an
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increase in vested equity compensation period-over-period as well as a reduction in our foreign source book income.
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Net Income
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Net income increased$6.7 million from $118.0 million to $124.7 million for the three months ended June 30, 2025,
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Comparison of the Six Months Ended June 30, 2025 and 2024
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Revenue
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Total Revenue
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Total revenue increased by$297.8 million, or 23.9%, from$1,247.5 million to$1,545.3 million for thesix months ended
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these factors have also created opportunities for retailers to place coverage directly.
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Expenses
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Compensation and Benefits
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General and Administrative
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Amortization
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Interest Expense, Net
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Other Non-Operating Loss (Income)
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For thethree months ended March 31, 2025, Other non-operating loss (income) consisted of seller reimbursement of
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Income Tax Expense
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information.
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•$66.8 million, or 12.1%, of the period-over-period change in Total revenue was due tothe acquisitions
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completed in 2024 and the Velocity acquisition, all of which were completed within twelve months of
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•$65.9 million, or 11.9%, of the period-over-period change in Total revenue was due to organic revenue growth.
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as well asmoderate growth across our property portfolio. Growth in our property portfolio was mitigated by a
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Binding Authority net commissions and fees increased by$13.3 million, or 15.0%, period-over-period, primarily due to
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Expenses
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Compensation and Benefits
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Compensation and benefits expense increased by$56.8 million, or 15.2%, from$373.5 million to$430.3 million for the
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•Commissions increased $20.6 million, or 12.8%, period-over-period, driven by the 11.5% increase in
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Benefits and Payroll Taxes are typically more concentrated in the first quarter of the year, and that
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concentration was amplified by the 26% headcount increase compared to the same period in the prior year;
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and
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•The increase was partially offset by a $26.2 million decline in Restructuring and related expense due to the
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5.4% from 67.7% to 62.3% period-over-period.
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General and Administrative
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General and administrative expense increased by$30.2 million, or 39.8%, from$75.9 million to$106.1 million for the
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•$5.9 million of increased travel and entertainment associated with the timing of events and conferences; and
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increase of 1.7% from 13.7% to 15.4% period-over-period.
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Amortization
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Amortization expense increased by$37.0 million from$28.0 million to$65.0 million for the three months ended
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as of March 31, 2025, to the balance as of March 31, 2024.
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Interest Expense, Net
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Interest expense, net increased$25.1 million, or 85.4%, from$29.4 million to$54.5 million for the three months ended
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operating cash balances of $3.1 million and $8.0 million, respectively.
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Other Non-Operating Loss (Income)
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retention incentives and $0.1 million of sublease income. For the three months ended March 31, 2024, Other non-operating
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Income before income taxes increased$3.9 million from$47.1 million to$51.0 million for the three months ended
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Income Tax Expense
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Income tax expense increased$49.0 million from$6.4 million to$55.4 million for the three months ended March 31, 2025,
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Net Income (Loss)
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the three months ended March 31, 2025 and 2024, prepared in accordance with U.S. GAAP. In addition, we regularly
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thethree and six months ended June 30, 2025 and 2024, prepared in accordance with U.S. GAAP. In addition, we
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review the following Non-GAAP measures when assessing performance: Organic revenue growth rate, Adjusted
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regularly review the following Non-GAAP measures when assessing performance: Organic revenue growth rate, Adjusted
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through the first quarter of 2025, the E&S market experienced a shift in these trends as insurance capacity for these
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through the first half of 2025, the E&S market experienced a shift in these trends as insurance capacity for these property
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property risks increased, particularly at the end of 2024, which resulted in a decline in property premium rates. We believe
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risks increased, which resulted in a decline in property premium rates. We believe these factors have created opportunities
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our equity method investment in Geneva Re through Ryan Investment Holdings, LLC. We also receive loss mitigation and
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our equity method investments in Geneva Re through Ryan Investment Holdings, LLC and Velocity Specialty Insurance
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other fees, some of which are not dependent on the placement of a risk.
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Company (“VSIC”). We also receive loss mitigation and other fees, some of which are not dependent on the placement of a
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acquisition-related retention incentives and sublease income. For thethree months ended March 31, 2024, Other non-
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acquisition-related retention incentives and sublease income offset by TRA contractual interest and related charges. For the
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operating loss (income) consisted of expense related to fees associated with our term loan repricing offset by sublease
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six months ended June 30, 2024, Other non-operating loss (income) consisted of expense related to fees associated with our
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(Loss). Refer to “Note 7, Stockholders’ Equity” of the unaudited quarterly consolidated financial statements for more
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Refer to “Note 7, Stockholders’ Equity” of the unaudited quarterly consolidated financial statements for more information.
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(4)See “Note 9, Earnings (Loss) Per Share” of the unaudited quarterly consolidated financial statements for further
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(4)See “Note 9, Earnings Per Share” of the unaudited quarterly consolidated financial statements for further discussion of
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discussion of how these metrics are calculated.
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how these metrics are calculated.
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Total revenue increased by $138.2 million, or 25.0%, from$552.0 million to$690.2 million for the three months ended
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Total revenue increased by $159.7 million, or 23.0%, from$695.4 million to$855.2 million for the three months ended
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March 31, 2025. Acquisition revenue was offset by a $0.4 million decline in revenue period-over-period
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first twelve months of ownership by the Company. Acquisition revenue was offset by a $0.4 million decline in
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relating to the sale of a small non-subscription workers compensation book of business at the end of 2024;
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revenue period-over-period relating to the sale of a small non-subscription workers compensation book of
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decline in rates and retailers realizing additional opportunity to place coverage directly. Growth in the quarter
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was driven by a continued decline in rates and retailers realizing additional opportunity to place coverage
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•$5.6 million, or 1.0%, of the period-over-period change in Total revenue was due to changes in contingent
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•$23.2 million, or 3.3%, of the period-over-period change in Total revenue was due to changes in contingent
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•A decline of $0.1 million, or 0.0%, of the period-over-period change in Total revenue was due to a decrease in
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•A decline of $0.9 million, or 0.1%, of the period-over-period change in Total revenue was due to a decrease in
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Fiduciary investment income, caused by a decline in interest rates compared to the prior year.
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Fiduciary investment income, caused by a decline in interest rates compared to the prior year period.
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Wholesale Brokerage net commissions and fees increased by$37.3 million, or 11.5%, period-over-period, primarily due to
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Wholesale Brokerage net commissions and fees increased by$33.0 million, or 7.4%, period-over-period, primarily due to
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strong organic growth within the Specialty for the quarter.
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strong organic growth within the Specialty for the quarter as well as an increase in contingent commissions.
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Underwriting Management net commissions and fees increased by$87.6 million, or 69.6%, period-over-period, primarily
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Underwriting Management net commissions and fees increased by$113.7 million, or 73.1%, period-over-period, primarily
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due to strong organic growth within the Specialty for the quarter as well as contributions from the Castel, US Assure,
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due to organic growth within the Specialty for the quarter, contributions from the Castel, US Assure, Greenhill, Ethos
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Greenhill, Ethos P&C, EverSports, Geo, Innovisk, and Velocity acquisitions.
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P&C, EverSports, Geo, Innovisk, Velocity, 360, and USQ acquisitions, and an increase in contingent commissions.
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Net commissions and policy fees grew 26.2%, in line with the overall net commissions and fee revenue growth of 25.7%,
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Net commissions and policy fees grew 19.8%, in line with the overall net commissions and fee revenue growth of 23.6%,
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Supplemental and contingent commissions increased 29.1% period-over-period driven by the performance of risks placed
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Supplemental and contingent commissions increased 299.1% period-over-period driven by the performance of risks placed
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on eligible business earning profit-based or volume-based commissions.
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on eligible business earning profit-based or volume-based commissions as well as contributions from recent acquisitions.
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Loss mitigation and other fees increased 1.4% period-over-period primarily due to increased capital markets activity and
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Loss mitigation and other fees increased 26.2% period-over-period primarily due to increased capital markets activity and
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captive management and other risk management service fees from the placement of alternative risk insurance solutions.
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captive management and other risk management service fees from the placement of alternative risk insurance solutions as
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•An increase of $13.2 million was driven by Acquisition-related expense and Acquisition related long-term
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•An increase of $6.8 million was driven by Acquisition-related expense and Acquisition related long-term
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incentive compensation related to recently completed acquisitions;
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incentive compensation related to recently completed acquisitions; and
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•The remaining increase of $49.2 million was driven by (i) the addition of 1,155 employees compared to the
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•The remaining increase of $48.3 million was driven by (i) the addition of 1,103 employees compared to the
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headcount increased to 5,556 full-time employees as of March 31, 2025, from 4,401 as of March 31, 2024.
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headcount increased to 5,692 full-time employees as of June 30, 2025, from 4,589 as of June 30, 2024.
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•$15.7 million of increased professional services and IT charges associated with ongoing technology and data
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•$18.0 million of increased professional services and IT charges associated with ongoing technology and data
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•$8.6 million was driven by growth in the business. Such expenses incurred to accommodate both organic and
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•$10.3 million was driven by growth in the business. Such expenses incurred to accommodate both organic and
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inorganic revenue growth include occupancy, insurance, and foreign exchange.
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inorganic revenue growth include travel and entertainment, occupancy, insurance, and foreign exchange.
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March 31, 2025, compared to the same period in the prior year. The main driver of the increase was the amortization of
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2025, compared to the same period in the prior year. The main driver of the increase was the amortization of intangible
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intangible assets from recent acquisitions. Our intangible assets increased by $1,060.9 million when comparing the balance
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assets from recent acquisitions. Our intangible assets increased by $962.9 million period-over-period.
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the three months ended March 31, 2025, was an increase in debt from recent acquisition activity. For the three months
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the three months ended June 30, 2025, was an increase in debt from recent acquisition activity. For the three months ended
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ended March 31, 2025, the reduction to Interest expense, net related to our interest rate cap was $2.2 million. For the three
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June 30, 2025, the reduction to Interest expense, net related to our interest rate cap was $2.2 million. For the three months
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months ended March 31, 2025 and 2024, the reduction to Interest expense, net related to interest income earned on
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ended June 30, 2025 and 2024, the reduction to Interest expense, net related to interest income earned on operating cash
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business at the end of 2024;
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well as contributions from recent acquisitions.
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Brokerage and 17.2% increase in Binding Authority Net commissions and fees;
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compared to the same period in the prior year as a result of the factors described above.
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June 30, 2025, as compared to the same period in the prior year. The following were the principal drivers of the increase:
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decline in revenue period-over-period relating to the sale of a small non-subscription workers compensation
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book of business at the end of 2024;
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Organic revenue growth represents the change in Net commissions and fees revenue, as compared to the same
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period for the year prior, adjusted for Net commissions and fees attributable to recent acquisitions during the
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first twelve months of Ryan Specialty’s ownership, and other adjustments such as the removal of the impact of
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contingent commissions and the impact of changes in foreign exchange rates. In aggregate, our net commission
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rates were consistent period-over-period. Also, we grew our client relationships, in aggregate, within each of
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our three Specialties. The growth of these relationships is due to the combination of a growing E&S market
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and winning new business from competitors. We experienced growth across the majority of our casualty lines,
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was driven by a continued decline in rates and retailers realizing additional opportunity to place coverage
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was balanced across our three Specialties, driven by an increase in the flow of risks into the E&S market;
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•$28.9 million, or 2.3%, of the period-over-period change in Total revenue was due to changes in contingent
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commissions and the impact of foreign exchange rates on the Company’s Net commissions and fees; and
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Fiduciary investment income, caused by a decline in interest rates compared to the prior-year period.
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The following table sets forth our revenue by type of commission and fees:
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Net commissions and policy fees grew 22.5%, in line with the overall net commissions and fee revenue growth of 24.5%,
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continue to be the acquisition of new business and expansion of ongoing client relationships in response to the increasing
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demand for new, complex E&S products as well as the inflow of risks from the Admitted market into the E&S market and
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an increase in the premium rate for risks placed, as well as contributions from recent acquisitions. In aggregate, we
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experienced stable commission rates period-over-period.
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Supplemental and contingent commissions increased 92.2% period-over-period driven by the performance of risks placed
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on eligible business earning profit-based or volume-based commissions as well as contributions from recent acquisitions.
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Loss mitigation and other fees increased 14.2% period-over-period primarily due to increased capital markets activity and
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captive management and other risk management service fees from the placement of alternative risk insurance solutions as
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well as contributions from recent acquisitions.
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six months ended June 30, 2025, compared to the same period in 2024. The following were the principal drivers of this
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•An increase of $20.0 million was driven by Acquisition-related expense and Acquisition related long-term
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incentive compensation related to recently completed acquisitions; and
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•The remaining increase of $97.5 million was driven by (i) the addition of 1,103 employees compared to the
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same period in the prior year, inclusive of acquired employees, and (ii) growth in the business. Overall
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headcount increased to 5,692 full-time employees as of June 30, 2025, from 4,589 as of June 30, 2024.
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The net impact of revenue growth and the factors above resulted in a Compensation and benefits expense ratio decrease of
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In general, we expect to continue experiencing a rise in commissions, salaries, incentives, and benefits expense
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commensurate with our expected growth in business volume, revenue, and headcount.
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months ended June 30, 2025, as compared to the same period in the prior year. The following were the principal drivers of
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strong organic growth within the Specialty for the quarter.
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ended March 31, 2025, compared to the same period in the prior year as a result of the factors described above.
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one-time diligence, transaction-related, and integration costs. Acquisition-related long-term incentive compensation arises
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compensation and benefits, occupancy, contractors, professional services, and license fees related to the ACCELERATE
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2025 program, which concluded at the end of 2024. The compensation and benefits expense included severance as well as
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margin, the most directly comparable GAAP measures, for each of the periods indicated is as follows:
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“Adjusted EBITDAC and Adjusted EBITDAC Margin.”
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Weighted-average shares of Class A common stock outstanding - diluted, respectively. For the three months ended