RYAN SPECIALTY HOLDINGS, INC.
For the period ended Sep 30, 2025. Filed Oct 31, 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.
Sep 30, 2025 · Filed Oct 31, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-10-31.
0001849253-25-000016
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 704 previous paragraphs and 738 current paragraphs.
411 unchanged; 194 reworded; 118 added; 81 removed; 18 previous and 15 current paragraphs rearranged.
Tables are not compared: 16 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 (118)
Current report
On October 27, 2025, the Company entered into a definitive agreement to acquire Stewart Specialty Risk Underwriting
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Ltd., an MGU specializing in underwriting large-account, high-hazard property and casualty solutions, based in Toronto,
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Canada. This acquisition is expected to close during the fourth quarter of 2025.
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Invest in Operations and Growth
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continue to prioritize strategic investments that support revenue growth such as investments in talent, de novo formations,
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product innovation and solutions, M&A, and technology in order to maximize long-term value creation, which could have
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a short-term margin impact.
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fundamentals.
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tightened. In the second half of 2024 and through the first nine months of 2025, the specialty and E&S markets experienced
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end of 2025.
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For thenine months ended September 30, 2025, Other non-operating loss (income) consisted of seller reimbursement of
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interest and related charges. For thenine months ended September 30, 2024, Other non-operating loss (income) consisted
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•$85.7 million, or 14.2%, of the period-over-period change in Total revenue was due to organic revenue growth.
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opportunity to place coverage directly in the specialty and E&S markets. Growth in the quarter was balanced
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•$10.4 million, or 1.7%, of the period-over-period change in Total revenue was due to contingent commissions
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contributions from the JM Wilson acquisition.
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due to organic growth within the Specialty for the quarter, inclusive of an increase in revenue from transactional business,
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Compensation and benefits expense increased by$47.2 million, or 12.0%, from$393.2 million to$440.4 million for the
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•Commissions increased $17.2 million, or 10.4%, period-over-period, driven by the 8.7% increase in
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•The increases were partially offset by a $12.3 million decrease in Equity-based compensation and Initial
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public offering related expense associated with the reversal of certain executive performance-based awards’
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expense in the quarter as well as the natural runoff of Initial public offering related expense as awards
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continue to vest;
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•A $5.7 million decline in Restructuring and related expense due to the completion of the ACCELERATE
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2025 program at the end of 2024.
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6.6% from 65.0% to 58.4% period-over-period.
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General and administrative expense increased by$28.9 million, or 32.6%, from$88.7 million to$117.6 million for the
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principal drivers of this increase:
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initiatives as well as costs directly linked to revenue growth in the period and recruiter fees; and
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•The increase was partially offset by a $5.1 million decline in Restructuring and related expense due to the
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completion of the ACCELERATE 2025 program at the end of 2024.
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increase of 0.9% from 14.7% to 15.6% period-over-period.
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Amortization expense increased by$31.0 million from$39.2 million to$70.2 million for the three months ended
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Interest expense, net increased$7.0 million, or 14.1%, from$49.4 million to$56.3 million for the three months ended
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$0.2 million of seller reimbursement of acquisition-related retention incentives, and $0.2 million of sublease income offset
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non-operating loss (income) consisted of $16.2 million of term loan modification expense and $0.5 million of TRA
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contractual interest and related charges offset by $0.1 million of sublease income.
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Income before income taxes increased$40.1 million from$19.7 million to$59.8 million for the three months ended
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Income tax expense (benefit) decreased$6.2 million from a benefit of$9.0 million to a benefit of$2.8 million for the three
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tax book income.
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Invest in Operation and Growth
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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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six months ended June 30, 2024, Other non-operating loss (income) consisted of expense related to fees associated with our
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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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directly in the E&S market. This decline was partially offset by new business generation. Growth in the quarter
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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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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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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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ended June 30, 2025 and 2024, the reduction to Interest expense, net related to interest income earned on operating cash
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balances was$1.5 million and$5.3 million, respectively.
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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 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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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 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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•$114.2 million, or 9.2%, 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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•$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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Binding Authority net commissions and fees increased by$27.2 million, or 16.1%, period-over-period, primarily due to
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for the six months ended June 30, 2025, as compared to the same period in the prior year. The main drivers of this growth
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Compensation and benefits expense increased by$128.0 million, or 16.3%, from$787.6 million to$915.6 million for the
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•Commissions increased $40.5 million, or 11.0%, period-over-period, driven by the 9.2% increase in
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•The increase was partially offset by a $30.0 million decline in Restructuring and related expense due to the
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3.9% from 63.1% to 59.2% period-over-period.
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General and administrative expense increased by$54.3 million, or 34.2%, from$158.8 million to$213.1 million for thesix
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initiatives;
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•The increase was partially offset by a $7.0 million decline in Restructuring and related expense due to the
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increase of 1.1% from 12.7% to 13.8% period-over-period.
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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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thethree and nine months ended September 30, 2025 and 2024, prepared in accordance with U.S. GAAP. In addition, we
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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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On July 1, 2025, the Company completed the acquisition of certain assets of J.M. Wilson Corporation(“JM Wilson”), a
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surplus lines broker specializing in transportation insurance headquartered in Portage, Michigan.
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binding authority and surplus lines broker specializing in transportation insurance, headquartered in Portage, Michigan.
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We have invested heavily in building a durable business that is able to adapt to the continuously evolving E&S market and
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We have invested heavily in building a durable business that is able to adapt to the continuously evolving specialty and
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intend to continue to do so. We are focused on enhancing the breadth of our product and service offerings as well as
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E&S markets and intend to continue to do so. We are focused on enhancing the breadth of our product and service
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developing and launching new solutions to address the evolving needs of the specialty insurance industry and markets. Our
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offerings as well as developing and launching new solutions to address the evolving needs of the specialty insurance
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future success is dependent upon a number of factors, including our ability to successfully develop, market, and sell
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industry and markets. Our future success is dependent upon a number of factors, including our ability to successfully
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existing and new products and services to both new and existing trading partners.
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develop, market, and sell existing and new products and services to both new and existing trading partners. We will
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Generate Commission Regardless of the State of the E&S Market
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Generate Commission Regardless of the State of the Specialty and E&S Markets
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Leverage the Growth of the E&S Market
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Leverage the Growth of the Specialty and E&S Markets
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The growing relevance of the E&S market has been driven by the rapid emergence and sustained prevalence of large,
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The growing relevance of the specialty and E&S markets have been driven by the rapid emergence and sustained
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complex, high-hazard, and otherwise hard-to-place risks across many lines of insurance. This trend continued in 2024, with
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prevalence of large, complex, high-hazard, and otherwise hard-to-place risks across many lines of insurance. This trend
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$110 billion of insured catastrophe losses, driven by over $50 billion of insured losses related to severe convective storms
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continued in 2024, with $110 billion of insured catastrophe losses, driven by over $50 billion of insured losses related to
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(“SCS”) with 17 SCS events that caused losses in excess of $1 billion, which together accounted for the second-highest
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severe convective storms (“SCS”) with 17 SCS events that caused losses in excess of $1 billion, which together accounted
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annual total for insured losses on record for SCS events. The year also included ice storms across the country and
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for the second-highest annual total for insured losses on record for SCS events. The year also included ice storms across the
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continued wildfire-related losses. In addition to the SCS events, Hurricanes Helene and Milton caused over $35 billion in
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country and continued wildfire-related losses. In addition to the SCS events, Hurricanes Helene and Milton caused over
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insured losses. Additionally, these risks include the potential for more severe hurricanes that occur with greater frequency,
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$35 billion in insured losses. Additionally, these risks include the potential for more severe hurricanes that occur with
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more devastating wildfires, more frequent flooding, escalating jury verdicts and social inflation, geographic shifts in
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greater frequency, more devastating wildfires, more frequent flooding, escalating jury verdicts and social inflation,
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population density, a proliferation of cyber threats, novel health risks, risks associated with large sports and entertainment
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geographic shifts in population density, a proliferation of cyber threats, novel health risks, risks associated with large sports
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venues, building and labor cost inflation relative to insured value, and the transformation of the economy to a “digital first”
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and entertainment venues, building and labor cost inflation relative to insured value, and the transformation of the economy
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mode of doing business. We believe that as the complexity of the E&S market continues to escalate, wholesale brokers and
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to a “digital first” mode of doing business. We believe that as the complexity of the specialty and E&S markets continues
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managing underwriters that do not have sufficient scale, or the financial and intellectual capital to invest in the required
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to escalate, wholesale brokers and managing underwriters that do not have sufficient scale, or the financial and intellectual
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specialty capabilities, will struggle to compete effectively. This will further the trend of market share consolidation among
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capital to invest in the required specialty capabilities, will struggle to compete effectively. This will further the trend of
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the wholesale firms that do have these capabilities. We will continue to invest in our intellectual capital to innovate and
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market share consolidation among the wholesale firms that do have these capabilities. We will continue to invest in our
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offer custom solutions and products to better address these evolving market fundamentals.
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intellectual capital to innovate and offer custom solutions and products to better address these evolving market
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Although we believe this growth will continue, we recognize that the growth of the E&S market might not be linear as
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Although we believe this growth will continue, we recognize that the growth of the specialty and E&S markets might not
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risks can and do shift between the E&S and non-E&S markets as market factors change and evolve. For example, we
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be linear as risks can and do shift between the E&S, including the specialty market, and non-E&S markets as market
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benefited from a rapid increase in both the flow of property risks into the wholesale channel and the premium rate charged
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factors change and evolve. For example, we benefited from a rapid increase in both the flow of property risks into the
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for those risks in 2023 and the first half of 2024 as the frequency and severity of catastrophe losses, attritional losses and
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wholesale channel and the premium rate charged for those risks in 2023 and the first half of 2024 as the frequency and
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secondary perils such as severe convective storms, economic inflation, concentration of exposures, higher retentions of
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severity of catastrophe losses, attritional losses and secondary perils such as severe convective storms, economic inflation,
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risk, and higher reinsurance costs applied pressure to insurers and capacity tightened. In the second half of 2024 and
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concentration of exposures, higher retentions of risk, and higher reinsurance costs applied pressure to insurers and capacity
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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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a shift in these trends as insurance capacity for these property risks increased, which resulted in a decline in property
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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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premium rates. We believe these factors have created opportunities for retailers to place property coverage directly in the
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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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specialty and E&S markets, and we believe the market dynamics exist for these factors to potentially continue through the
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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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acquisition-related retention incentives, sublease income, and forfeitures of vested equity awards offset by TRA contractual
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term loan repricing and TRA contractual interest and related charges offset by sublease income.
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of expense related to term loan modifications and TRA contractual interest and related charges offset by sublease income.
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Income tax expense includes tax on the Company’s allocable share of any net taxable income from the LLC, from certain
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Income tax expense (benefit) includes tax on the Company’s allocable share of any net taxable income from the LLC, from
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state and local jurisdictions that impose taxes on partnerships, as well as earnings from our foreign subsidiaries and C-
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certain state and local jurisdictions that impose taxes on partnerships, as well as earnings from our foreign subsidiaries and
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Corporations subject to entity level taxation and income tax expense recognized as a result of the Common Control
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C-Corporations subject to entity level taxation, and income tax expense (benefit) recognized as a result of the Common
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Reorganization (“CCR”) subsequent to the Velocity acquisition in the first quarter of 2025.
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Control Reorganization (“CCR”) subsequent to the Velocity acquisition in the first quarter of 2025.
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contributions from the US Assure, Greenhill, Ethos P&C, EverSports, Geo, Innovisk, Velocity, 360, and USQ acquisitions,
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and an increase in contingent commissions.
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alternative risk insurance solutions as well as contributions from recent acquisitions.
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three months ended September 30, 2025, as compared to the same period in the prior year. The following were the
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September 30, 2025, as compared to the same period in the prior year. The following were the principal drivers of the
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strong organic growth within the Specialty for the period as well as an increase in contingent commissions and
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alternative risk insurance solutions as well as contributions from recent acquisitions.
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TRA contractual interest and related charges offset by $0.4 million of sublease income.
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increase in pre-tax book income.
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one-time diligence, transaction-related, and integration costs. Acquisition-related long-term incentive compensation arises
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performance targets, to be met in order to be earned. Restructuring and related expense consists of compensation and
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income offset by $0.4 million of TRA contractual interest and related charges. For the three months ended September 30,
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Per Share” of the unaudited quarterly consolidated financial statements.
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accounts and used for general corporate purposes.
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of Capital expenditures for thenine months ended September 30, 2024.
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factors to potentially continue through the end of 2025.
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organic growth within the Specialty for the quarter as well as an increase in contingent commissions.
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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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well as contributions from recent acquisitions.
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three months ended June 30, 2025, as compared to the same period in the prior year. The following were the principal
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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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strong organic growth within the Specialty for the period as well as an increase in contingent commissions.
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due to organic growth within the Specialty for the period, contributions from the Castel, US Assure, Greenhill, Ethos P&C,
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EverSports, Geo, Innovisk, Velocity, 360, and USQ acquisitions, and an increase in contingent commissions.
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well as contributions from recent acquisitions.
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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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months ended June 30, 2024, related to a deal-contingent foreign exchange forward contract associated with the Castel
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costs. Acquisition-related long-term incentive compensation arises from long-term incentive plans associated with
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earned. Restructuring and related expense consists of compensation and benefits, occupancy, contractors, professional
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Share” of the unaudited quarterly consolidated financial statements.
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million, Class A common stock dividends and Dividend Equivalents paid of$30.5 million, Payment of contingent
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distributions to non-controlling LLC Unitholders of $44.6 million, Distributions and Declared Distributions paid to non-
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Ryan Re preferred units of $2.0 million.