RYAN SPECIALTY HOLDINGS, INC.

(Tabular amounts presented in thousands, except share and per share data)

1. Basis of Presentation

Nature of Operations

Ryan Specialty Holdings, Inc. (the “Company”) is a service provider of specialty products and solutions for insurance

brokers, agents, and carriers. These services encompass distribution, underwriting, product development, administration,

and risk management by acting as a wholesale broker and a managing underwriter or a program administrator with

delegated authority from insurance carriers. The Company’s offerings cover a wide variety of sectors including

commercial, industrial, institutional, governmental, and personal throughone operating segment, Ryan Specialty. With the

exception of the Company’s equity method investments, the Company does not take on any underwriting risk.

The Company is headquartered in Chicago, Illinois, and has operations inthe United States, the United Kingdom, Europe,

Canada, India, and Singapore. The Company’s Class A common stock is traded on the New York Stock Exchange under

the ticker symbol “RYAN”.

Organization

Ryan Specialty Holdings, Inc. was formed as a Delaware corporation on March 5, 2021, for the purpose of completing an

IPO and to carry on the business of the LLC. New Ryan Specialty, LLC, or New LLC, was formed as a Delaware limited

liability company on April 20, 2021, for the purpose of becoming, subsequent to our IPO, an intermediate holding

company between Ryan Specialty Holdings, Inc. and the LLC. The Company is the sole managing member of New LLC.

New LLC is a holding company with its sole material asset being a controlling equity interest in the LLC. The Company

operates and controls the business and affairs of the LLC through New LLC and, through the LLC, conducts its business.

Accordingly, the Company consolidates the financial results of New LLC, and therefore the LLC, and reports the non-

controlling interests of New LLC’s Common Units on its consolidated financial statements. As the LLC is substantively

the same as New LLC, for the purpose of this document, we will refer to both New LLC and the LLC as the “LLC”. As of

September 30, 2025, the Company owned 48.8% of the outstanding LLC Common Units.

Basis of Presentation

The accompanying unaudited consolidated interim financial statements and notes thereto have been prepared in accordance

with U.S. GAAP. Certain information and disclosures normally included in the financial statements prepared in accordance

with U.S. GAAP have been omitted pursuant to the rules and regulations of the SEC for interim financial information.

These consolidated interim financial statements should be read in conjunction with the audited consolidated financial

statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on February 21,

2025. Interim results are not necessarily indicative of results for the full fiscal year due to seasonality and other factors.

In the opinion of management, the unaudited consolidated interim financial statements include all normal recurring

adjustments necessary to present fairly the Company’s consolidated financial position, results of operations, and cash flows

for all periods presented.

Principles of Consolidation

The unaudited consolidated interim financial statements include the accounts of the Company and its subsidiaries that it

controls due to ownership of a majority voting interest or pursuant to variable interest entity (“VIE”) accounting. All

intercompany transactions and balances have been eliminated in consolidation.

The Company, through its intermediate holding company New LLC, owns a minority economic interest in, and operates

and controls the businesses and affairs of, the LLC. The LLC is a VIE of the Company and the Company is the primary

beneficiary of the LLC as the Company has both the power to direct the activities that most significantly impact the LLC’s

economic performance and has the obligation to absorb losses of, and receive benefits from, the LLC, which could be

significant to the Company. Accordingly, the Company has prepared these consolidated financial statements in accordance

with Accounting Standards Codification 810, Consolidation (“ASC 810”). ASC 810 requires that if an entity is the primary

beneficiary of a VIE, the assets, liabilities, and results of operations of the VIE should be included in the consolidated

financial statements of such entity. The Company’s relationship with the LLC results in no recourse to the general credit of

the Company and the Company has no contractual requirement to provide financial support to the LLC. The Company

shares in the income and losses of the LLC in direct proportion to the Company’s ownership percentage.

Use of Estimates

The preparation of the unaudited consolidated interim financial statements and notes thereto requires management to make

estimates, judgments, and assumptions that affect the amounts reported in the unaudited consolidated interim financial

statements and in the notes thereto. Such estimates and assumptions could change in the future as circumstances change or

more information becomes available, which could affect the amounts reported and disclosed herein.

Significant Accounting Policies

There have been no material changes in the Company’s significant accounting policies from those that were disclosed for

the year ended December 31, 2024, in the Company’s Annual Report on Form 10-K filed with the SEC on February 21,

Recently Issued Accounting Pronouncements

New Accounting Pronouncement Recently Adopted

In July 2025, the FASB issued ASU 2025-05 Financial Instruments — Credit Losses (Topic 326) — Measurement of

Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient permitting entities to

assume that current conditions as of the balance sheet date do not change for the remaining life of current accounts

receivables and contract assets when estimating expected credit losses. This ASU is effective for annual reporting periods

beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early

adoption permitted. The Company adopted this standard prospectively as of September 30, 2025, with no material impact

to the consolidated financial statements or disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740) — Improvements to Income Tax Disclosures,

which includes amendments that further enhance income tax disclosures, primarily through standardization and

disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. This ASU is effective for annual

periods beginning after December 15, 2024, with early adoption permitted. The amendments in this ASU should be applied

on a prospective basis, however, retrospective application is permitted. The Company is currently evaluating the impact of

adopting this ASU on its income tax disclosures.

In November 2024, the FASB issued ASU 2024-03 Income Statement — Reporting Comprehensive Income — Expense

Disaggregation Disclosures (Subtopic 220-40) — Disaggregation of Income Statement Expenses, which requires the

disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial

statements. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal

years beginning after December 15, 2027, with early adoption permitted. The amendments in this ASU may be applied

either prospectively or retrospectively. The Company is currently evaluating the impact of adopting this ASU on its

disclosures.

In September 2025, the FASB issued ASU 2025-06 Intangibles — Goodwill and Other — Internal-Use Software (Subtopic

350-40) — Targeted Improvements to the Accounting for Internal-Use Software, which removes all references to

prescriptive and sequential software development stages and instead requires entities to begin capitalizing costs once

management has authorized and committed to funding the software, and it is probable that the project will be completed

and used to perform its intended functions. Significant uncertainty regarding development activities must be assessed when

evaluating if a project is probable to be completed. Additionally, the ASU clarifies certain disclosure requirements for

capitalized internal-use software costs. This ASU is effective for annual reporting periods beginning after December 15,

2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments

in this ASU may be applied prospectively, using a modified transition approach, or retrospectively. The Company is

currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

Recent Tax Legislation

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”), which includes a broad range of tax reform provisions, was

signed into law in the United States. The Company does not expect the OBBBA to have a material impact on its

consolidated financial statements or disclosures for the year ending December 31, 2025, and is currently evaluating the

impact on subsequent periods.

2. Revenue from Contracts with Customers

Disaggregation of Revenue

The following table summarizes revenue from contracts with customers by Specialty:

Contract Balances

Contract assets, which arise primarily from the Company’s supplemental and contingent commission arrangements and

medical stop loss business, are included within Commissions and fees receivable – net on the Consolidated Balance Sheets.

The contract assets balance was$40.7 million and$35.6 million as of September 30, 2025 and December 31, 2024,

respectively. For contract assets, payment is typically due within one year of the completed performance obligation. The

contract liability balance related to deferred revenue, which is included in Accounts payable and accrued liabilities on the

Consolidated Balance Sheets, was$14.2 million and$8.7 million as of September 30, 2025 and December 31, 2024,

respectively. During thethree and nine months ended September 30, 2025,$0.6 million and$8.0 million, respectively, of

the contract liabilities outstanding as of December 31, 2024, were recognized in revenue.

3. Mergers and Acquisitions

2025 Acquisitions

On February 3, 2025, the Company completed the acquisition of Velocity Risk Underwriters, LLC (“Velocity”), an MGU

specializing in first-party insurance coverage for catastrophe exposed properties, headquartered in Nashville, Tennessee,

for cash consideration of$548.6 million and contingent consideration of$19.6 million. During thenine months ended

September 30, 2025, measurement period adjustments related to the initial valuation of contingent consideration of$1.5

million, Other current assets of $1.5 million, and net working capital of$0.9 million were recognized as a net$0.9 million

increase in Goodwill on the Consolidated Balance Sheets.

On May 1, 2025, the Company completed the acquisition of certain assets of USQRisk Holdings, LLC (“USQ”), a

company based in New York, New York, and London, England, that underwrites, structures, prices, and places specialty

insurance for corporate clients seeking bespoke, multi-year risk solutions, for cash consideration of$28.7 million and

contingent consideration of$23.8 million.

On May 16, 2025, the Company completed the acquisition of 360° Underwriting (“360”), an MGU specializing in

commercial construction, based in Dublin and Galway, Ireland, for cash consideration of$28.2 million and contingent

consideration of$0.6 million.

On July 1, 2025, the Company completed the acquisition of certain assets of J.M. Wilson Corporation (“JM Wilson”), a

binding authority and surplus lines broker specializing in transportation insurance, headquartered in Portage, Michigan, for

$67.8 million of cash consideration and$20.4 million of LLC Common Units.

The$44.1 million of contingent consideration liabilities established for the above acquisitions were measured at the

estimated acquisition date fair value and were non-cash investing transactions. The contingent consideration liabilities are

based on the individual businesses’ revenue or EBITDA targets, or both, over periods ranging fromtwo tofive years

following the date of acquisition.

The following table summarizes the estimated fair value of the aggregate assets and liabilities acquired, inclusive of

measurement period adjustments, during thenine months ended September 30, 2025:

1 The acquired customer relationships have a weighted average amortization period of 13.1 years.

The Company recognized acquisition-related expenses, which include advisory, legal, accounting, valuation, and diligence-

related costs, for the acquisitions above of$0.3 million and$11.8 million during thethree and nine months ended

September 30, 2025, respectively, in General and administrative expense on the Consolidated Statements of Income. The

Company recognized aggregate revenue of$23.2 million and$78.5 million related to the acquisitions above from their

respective acquisition dates during thethree and nine months ended September 30, 2025, respectively. Estimated tax

deductible goodwill of$39.3 million was generated as a result of these acquisitions.

2024 Acquisitions

On May 1, 2024, the Company completed the acquisition of Castel Underwriting Agencies Limited (“Castel”), a managing

general underwriting platform headquartered in London, England, for cash consideration of$247.6 million,$2.2 million of

RYAN Class A common stock, and contingently returnable consideration of$4.9 million. Measurement period adjustments

related to deferred tax liabilities of$1.6 million, taxes payable of$0.9 million, and working capital of$0.5 million were

recognized as a net$2.0 million decrease in Goodwill on the Consolidated Balance Sheets as of December 31, 2024.

On August 30, 2024, the Company completed the acquisition of US Assure Insurance Services of Florida, Inc. (“US

Assure”), a program specializing in builder’s risk insurance headquartered in Jacksonville, Florida, for cash consideration

of$1,079.8 million and contingent consideration of$103.8 million. A measurement period adjustment related to working

capital of$5.2 million was recognized as an increase in Goodwill on the Consolidated Balance Sheets as of December 31,

On September 1, 2024, the Company completed the acquisition of certain assets of Greenhill Underwriting Insurance

Services, LLC, an MGU focused on the allied health industry headquartered in Houston, Texas, for cash consideration of

$11.7 million. Measurement period adjustments related to working capital of$0.4 million and the initial

valuation of customer relationships of$0.1 million were recognized as a net$0.3 million increase in Goodwill on the

Consolidated Balance Sheets as of December 31, 2024.

On September 13, 2024, the Company completed the acquisition of the Property and Casualty (“P&C”) MGUs owned by

Ethos Specialty Insurance, LLC (“Ethos P&C”) for cash consideration of$44.0 million. Ethos P&C is composed ofeight

programs which underwrite on behalf of insurance carriers.

On October 1, 2024, the Company completed the acquisition of certain assets of EverSports & Entertainment Insurance,

Inc., an MGU focused on sports, leisure, and entertainment headquartered in Carmel, Indiana, for$43.1 million of cash

consideration. Total consideration for this acquisition also includes contingent consideration, however, the contingent

consideration value was de minimis as of the acquisition date. A measurement period adjustment related to Commissions

and fees receivable – net of$1.6 million was recognized as an increase in Goodwill on the Consolidated Balance Sheets as

of September 30, 2025.

On November 4, 2024, the Company completed the acquisition of Innovisk Capital Partners (“Innovisk”), which is

composed ofseven specialty MGUs headquartered in London, England, for cash consideration of$426.8 million.

Measurement period adjustments related to Current Accrued compensation of$2.3 million and Commissions and fees

receivable – net of$0.4 million were recognized asincreases in Goodwill on the Consolidated Balance Sheets as of

September 30, 2025.

The Company recognized acquisition-related expenses, which include advisory, legal, accounting, valuation, and diligence-

related costs, for the acquisitions completed during thenine months ended September 30, 2024, of$5.3 million and$11.4

million during thethree and nine months ended September 30, 2024, respectively, in General and administrative expense

on the Consolidated Statements of Income. The Company recognized aggregate revenue related to these acquisitions of

$24.5 million and$33.8 million from their respective acquisition dates during thethree and nine months ended

September 30, 2024, respectively. Estimated tax deductible goodwill of$545.6 million was generated as a result of these

acquisitions.

Estimates and assumptions used in the acquisition valuations are subject to change within the measurement period up to

one year from each acquisition date.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information presents the combined results of operations of the Company as if

the 2025 and 2024 acquisitions occurred on January 1, 2024. The unaudited pro forma financial information is presented

for informational purposes only and is not indicative of the results of operations that would have been achieved if the

acquisitions had taken place on the date indicated or of results that may occur in the future. The pre-acquisition Castel and

US Assure results included in the pro forma figures below contain acquisition-related expenses that were not considered

pro forma adjustments for the Company.

The adjustments to the unaudited pro forma financial information primarily include: (i) a decrease of$48.0 million of

income tax expense related to the Common Control Reorganization (“CCR”) resulting from the Velocity acquisition for the

nine months ended September 30, 2025, with an increase of$59.4 million in such income tax expense for thenine months

ended September 30, 2024, related to the CCRs resulting from the Velocity and Innovisk acquisitions, (ii)a decrease in

financing costs and interest expense resulting from the debt activity related to the US Assure and Innovisk acquisitions of

$18.1 million for the three months ended September 30, 2024, and anincrease in such costs of$47.2 million for thenine

months ended September 30, 2024, (iii) a decrease of amortization expense on acquired intangible assets of$6.3 million

and$7.7 million for the three andnine months ended September 30, 2025, respectively, and an increase in such costs of

$23.4 million and$96.0 million for the three andnine months ended September 30, 2024, respectively, (iv) a decrease in

transaction costs of$11.1 million for thenine months ended September 30, 2025, and an increase in such costs of$13.6

million for thenine months ended September 30, 2024, and (v) a reduction in income tax expense related to the pro forma

adjustments of$12.9 million for thenine months ended September 30, 2024.

Contingent Consideration

Total consideration for certain acquisitions includes contingent consideration or contingently returnable consideration,

which is generally based on the EBITDA or revenue of the acquired business following a defined period after purchase.

Further information regarding fair value measurements of contingent consideration and contingently returnable

consideration is detailed in Note 12, Fair Value Measurements. The Company recognizes income or loss for the changes in

fair value of estimated contingent consideration and contingently returnable consideration within Change in contingent

consideration, and recognizes accretion of the discount on these assets or liabilities within Interest expense, net, on the

Consolidated Statements of Income. The table below summarizes the amounts recognized:

As of September 30, 2025, the aggregate amount of maximum consideration related to acquisitions was$605.7 million of

contingent consideration and$13.4 million of contingently returnable consideration.

4. Receivables and Other Current Assets

Receivables

The Company had receivables of$439.8 million and$389.8 million outstanding as of September 30, 2025 and

December 31, 2024, respectively, which were recognized within Commissions and fees receivable – net on the

Consolidated Balance Sheets. Commission and fees receivable is net of an allowance for credit losses. The Company’s

allowance for credit losses is based on a combination of factors, including evaluation of historical write-offs, current

economic conditions, aging of balances, and other qualitative and quantitative analyses.

The following table provides a summary of changes in the Company’s allowance for expected credit losses:

Other Current Assets

Major classes of other current assets consisted of the following:

Other current receivables contain service receivables from Geneva Re, Ltd. See Note 14, Related Parties, for further

information regarding related parties. See Note 13, Commitments and Contingencies, for further information on the

insurance recoverable. See Note 10, Derivatives, for further information on the interest rate cap.

5. Leases

The Company has operating leases with various terms through September 2038, primarily for office space and office

equipment. The following table provides additional information about the Company’s leases:

6. Debt

Substantially all of the Company’s debt is carried at outstanding principal balance, less debt issuance costs and any

unamortized discount. The following table is a summary of the Company’s outstanding debt:

Term Loan

In September 2024, the Term Loan principal increased from$1,650.0 million to$1,700.0 million. In August 2025,

Moody’s Ratings upgraded the Company’s credit rating from B1 to Ba3. As a result, the applicable interest rate on the

Company’s Term Loan decreased from Adjusted Term SOFR +2.25% to Adjusted Term SOFR +2.00%. As of

September 30, 2025,$1,687.3 million of the principal was outstanding,$0.3 million of interest was accrued, and the related

unamortized deferred issuance costs were$24.7 million. As of December 31, 2024,$1,700.0 million of the principal was

outstanding,$0.3 million of interest was accrued, and the related unamortized deferred issuance costs were$27.8 million.

Revolving Credit Facility

The Revolving Credit Facility had a borrowing capacity of$1,400.0 million as of September 30, 2025 and December 31,

2024. Due to the nature of the instrument, the deferred issuance costs related to the facility of$8.0 million and$9.6 million

as of September 30, 2025 and December 31, 2024, respectively, were included in Other non-current assets on the

Consolidated Balance Sheets. The commitments available to be borrowed under the Revolving Credit Facility were

$1,274.6 million as of September 30, 2025, as the facility was drawn on by$125.4 million. The commitments available to

be borrowed under the Revolving Credit Facility were$1,399.7 million as of December 31, 2024, as the facility was

reduced by$0.3 million of undrawn letters of credit.

The Company pays a commitment fee on undrawn amounts under the facility of 0.25% -0.50%. As of September 30, 2025

and December 31, 2024, the Company accrued$0.8 million and$1.2 million, respectively, of unpaid commitment fees

related to the Revolving Credit Facility in Short-term debt and current portion of long-term debt on the Consolidated

Balance Sheets. As of September 30, 2025, accrued interest on the facility was$0.3 million.

Senior Secured Notes due 2030

In February 2022, the LLC issued$400.0 million of Senior Secured Notes. As of September 30, 2025 and December 31,

2024, accrued interest on the notes was$2.9 million and$7.3 million, respectively, and the related unamortized deferred

issuance costs were$4.9 million and$5.6 million, respectively.

Senior Secured Notes due 2032

In September 2024, the LLC issued$600.0 million of Senior Secured Notes at par. In December 2024, the LLC issued an

additional$600.0 million of Senior Secured Notes at a price of 99.5% of their face value plus accrued interest from

September 19, 2024. The notes issued in December 2024 were issued as additional notes under the same indenture as the

notes that were issued in September 2024 and, as such, form a single series and trade interchangeably with the previously

issued senior secured notes due 2032. As of September 30, 2025 and December 31, 2024, accrued interest on the notes was

$11.8 million and$20.0 million, respectively, and the related unamortized deferred issuance costs, including discount, were

$20.1 million and$21.8 million, respectively.

Subsidiary Units Subject to Mandatory Redemption

Ryan Re Underwriting Managers, LLC (“Ryan Re”) has the obligation to settle its outstanding preferred units in the

amount of the aggregate unreturned capital and unpaid dividends on June 13, 2034,15 years from original issuance. As

these units are mandatorily redeemable, they are classified as Long-term debt on the Consolidated Balance Sheets. The

historical cost of the units is$3.3 million, which was valued using an implicit rate of 9.8%. Accretion of the discount using

the implicit rate is recognized within Interest expense, net on the Consolidated Statements of Income. Interest accrued on

these units was$0.1 million as of September 30, 2025 and December 31, 2024. $0.2 million of accrued return on the Ryan

Re preferred units was paid during thenine months ended September 30, 2025. See Note 14, Related Parties, for further

information on Ryan Re.

7. Stockholders’ Equity

Ryan Specialty’s amended and restated certificate of incorporation authorizes the issuance of up to 1,000,000,000 shares of

Class A common stock,1,000,000,000 shares of Class B common stock, and 500,000,000 shares of preferred stock, each

having a par value of$0.001 per share.

The New LLC Operating Agreement requires that the Company and the LLC at all times maintain aone-to-one ratio

between the number of shares of Class A common stock issued by the Company and the number of LLC Common Units

owned by the Company, except as otherwise determined by the Company.

Class A and Class B Common Stock

Each share of Class A common stock is entitled toone vote per share. Each share of Class B common stock is entitled to 10

votes per share but, upon the occurrence of certain events as set forth in the Company’s amended and restated certificate of

incorporation, or as of September 30, 2029, at the latest, each share will be entitled toone vote per share in the future. All

holders of Class A common stock and Class B common stock vote together as a single class except as otherwise required

by applicable law or our amended and restated certificate of incorporation. Holders of Class B common stock do not have

any right to receive dividends or distributions upon the liquidation or winding up of the Company.

In accordance with the New LLC Operating Agreement, the LLC Unitholders are entitled to exchange LLC Common Units

for shares of Class A common stock, or, at the Company’s election, for cash from a substantially concurrent public offering

or private sale (based on the price of our Class A common stock in such public offering or private sale). The LLC

Unitholders are also required to deliver to the Company an equivalent number of shares of Class B common stock to

effectuate such an exchange. Any shares of Class B common stock so delivered will be canceled. Shares of Class B

common stock are not issued for Class C Incentive Units that are exchanged for LLC Common Units as these LLC

Common Units are immediately exchanged for Class A common stock as discussed in Note 8, Equity-Based

Compensation.

Class X Common Stock

As of September 30, 2025, the Company amended and restated its certificate of incorporation to, among other changes,

eliminate Class X common stock and, as such, it is no longer authorized to be issued. As of December 31, 2024, there were

10,000,000 shares of Class X common stock authorized. However, there wereno shares of Class X common stock

outstanding as of September 30, 2025 or December 31, 2024. Shares of Class X common stock had no economic, voting, or

dividend rights.

Preferred Stock

There wereno shares of preferred stock outstanding as of September 30, 2025 or December 31, 2024. Under the terms of

the amended and restated certificate of incorporation, the Board is authorized to direct the Company to issue shares of

preferred stock in one or more series without stockholder approval. The Board has the discretion to determine the rights,

preferences, privileges, and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges,

and liquidation preferences, of each series of preferred stock.

Dividends

During the three months ended September 30, 2025, the Company’s Board of Directors declared a regular quarterly cash

dividend of$0.12 per share on the Company’s outstanding Class A common stock. During thenine months ended

September 30, 2025,$45.5 million of dividends were paid on Class A common stock.

Non-controlling Interests

The Company is the sole managing member of the LLC. As a result, the Company consolidates the LLC in its consolidated

financial statements, resulting in non-controlling interests related to the LLC Common Units not held by the Company. As

of September 30, 2025 and December 31, 2024, the Company owned 48.8% and 47.9%, respectively, of the economic

interests in the LLC, while the non-controlling interest holders owned the remaining 51.2% and 52.1%, respectively, of the

economic interests in the LLC.

Weighted average ownership percentages for the applicable reporting periods are used to attribute net income (loss) and

other comprehensive income (loss) to the Company and the non-controlling interest holders. The non-controlling interest

holders’ weighted average ownership percentage was 51.2% and 57.4% for the three months ended September 30, 2025

and 2024, respectively, and 51.6% and 55.2% for thenine months ended September 30, 2025 and 2024, respectively.

During the three months ended September 30, 2025, the Company declared a regular quarterly cash distribution of$0.05

per unit on the LLC’s outstanding LLC Common Units. During thenine months ended September 30, 2025,$20.3 million

in distributions were paid to the non-controlling interest holders of the LLC Common Units.

8. Equity-Based Compensation

The Ryan Specialty Holdings, Inc. 2021 Omnibus Incentive Plan (the “Omnibus Plan”) governs, among other things, the

types of awards the Company can grant to employees as equity-based compensation awards. The Omnibus Plan provides

for potential grants of the following awards: (i) stock options, (ii) stock appreciation rights, (iii) restricted stock awards,

(iv) performance awards, (v) other stock-based awards, (vi) other cash-based awards, and (vii) analogous equity awards

made in equity of the LLC.

IPO-Related Awards

As a result of the Organizational Transactions, pre-IPO holders of LLC Units that were granted as incentive awards, which

had historically been classified as equity and vested pro rata over five years, were required to exchange their LLC Units for

either Restricted Stock or Restricted Common Units. Additionally, Reload Options or Reload Class C Incentive Units were

issued to employees in order to protect against the dilution of their existing awards upon exchange to the new awards.

Separately, certain employees were granted one or more of the following new awards: (i) Restricted Stock Units (“RSUs”),

(ii) Staking Options, (iii) Restricted LLC Units (“RLUs”), or (iv) Staking Class C Incentive Units. The terms of these

awards are described below. All awards granted as part of the Organizational Transactions and the IPO are subject to non-

linear transfer restrictions for at least the five-year period following the IPO.

Incentive Awards

As part of the Company’s annual compensation process, the Company issues certain employees and directors equity-based

compensation awards (“Incentive Awards”). Additionally, the Company offers Incentive Awards to certain new hires.

These Incentive Awards typically take the form of (i) RSUs, (ii) RLUs, (iii) Class C Incentive Units, (iv) Stock Options,

(v) Performance Stock Units (“PSUs”), and (vi) Performance LLC Units (“PLUs”). The terms of these awards are

described below.

Restricted Stock and Restricted Common Units

As part of the Organizational Transactions, certain existing employee unitholders were granted Restricted Stock or

Restricted Common Units in exchange for their LLC Units. The Restricted Stock and Restricted Common Units follow the

vesting schedule of the LLC Units for which they were exchanged. LLC Units historically vested pro rata over 5 years.

Restricted Stock Units (RSUs)

IPO RSUs

Related to the IPO, the Company granted RSUs to certain employees. The IPORSUs vest either pro rata over 5 years from

the grant date or over 10 years from the grant date, with 10% vesting in each of years 3 through 9 and 30% vesting in year

Incentive RSUs

Incentive RSUs vest either 100% 3 or 5 years from the grant date, pro rata over 3 or 5 years from the grant date, over 5

years from the grant date, with one-third of the grant vesting in each of years 3,4 and 5, or over 7 years from the grant

date, with 20% vesting in each of years 3 through 7.

Upon vesting, RSUs automatically convert on aone-for-one basis into Class A common stock.

Stock Options

Reload and Staking Options

As part of the Organizational Transactions and IPO, certain employees were granted Reload Options or Staking Options

that entitle the award holder to future purchases of Class A common stock, on aone-for-one basis, at the IPO price of

$23.50. The Reload Options either vested 100% 3 years from the grant date or vest over 5 years from the grant date, with

one-third of the grant vesting in each of years 3,4 and 5. In general, vested Reload Options are exercisable up to the tenth

anniversary of the grant date. The Staking Options vest over 10 years from the grant date, with 10% vesting in each of

years 3 through 9 and 30% vesting in year 10. Staking Options are exercisable up toone year after their vest date.

Incentive Options

Incentive Options entitle the award holder to future purchases of Class A common stock, on aone-for-one basis, at the

respective exercise prices. The Incentive Options vest either over 5 years from the grant date, with one-third of the grant

vesting in each of years 3,4 and 5 or pro rata over 7 years from the grant date. In general, vested Incentive Options are

exercisable up to the tenth anniversary of the grant date.

1 As the Reload and Staking Options were one-time grants at the IPO, the weighted average exercise price for any

movements in these awards will perpetually be$23.50. As such, the values are not presented in the table above.

As of September 30, 2025, there were 2,300,371,13,332, and 57,497 exercisable Reload, Staking, and Incentive Options,

respectively. The aggregate intrinsic values and weighted average remaining contractual terms of Stock Options

outstanding and exercisable as of September 30, 2025, were as follows:

Restricted LLC Units (RLUs)

IPO RLUs

Related to the IPO, the Company granted RLUs to certain employees that vest either pro rata over 5 years from the grant

date or over 10 years from the grant date, with 10% vesting in each of years 3 through 9 and 30% vesting in year 10.

Incentive RLUs

Incentive RLUs vest either 100% 3 years from the grant date, pro rata over 3 or 5 years from the grant date, or over 7 years

from the grant date, with 20% vesting in each of years 3 through 7.

Upon vesting, RLUs convert on aone-for-one basis into either LLC Common Units or Class A common stock at the

election of the Company.

Class C Incentive Units

Reload and Staking Class C Incentive Units

As part of the Organizational Transactions and IPO, certain employees were granted Reload Class C Incentive Units or

Staking Class C Incentive Units, which are profits interests. When the value of Class A common stock exceeds the

participation threshold, vested profits interests may be exchanged for LLC Common Units of equal value. On exchange,

the LLC Common Units are immediately redeemed on aone-for-one basis for Class A common stock. The Reload Class C

Incentive Units either vested 100% 3 years from the grant date or vest over 5 years from the grant date, with one-third of

the grant vesting in each of years 3,4 and 5. The Staking Class C Incentive Units vest either pro rata over 5 years from the

grant date or over 10 years from the grant date, with 10% vesting in each of years 3 through 9 and 30% vesting in year 10.

Class C Incentive Units

Class C Incentive Units are profits interests. When the value of Class A common stock exceeds the participation threshold,

vested profits interests may be exchanged for LLC Common Units of equal value. On exchange, the LLC Common Units

are immediately redeemed on aone-for-one basis for Class A common stock. The Class C Incentive Units vest over 8 years

from the grant date, with 15% vesting in each of years 3 through 7 and 25% vesting in year 8, or over 7 years from the

grant date, with 20% vesting in each of years 3 through 7.

As the Reload and Staking Class C Incentive Units were one-time grants at the IPO, the weighted average participation

threshold for these awards will be consistent across any type of movement. The weighted average participation threshold

for Reload and Staking Class C Incentive Units was$23.19 and$23.34 as of September 30, 2025 and December 31, 2024,

respectively. The decrease in the participation thresholds for the various types of Class C Incentive Units was due to the

distributions declared with respect to these awards during thenine months ended September 30, 2025.

Performance Based Awards

Performance Stock Units (PSUs) and Performance LLC Units (PLUs)

Performance-based equity awards, PSUs and PLUs, are subject to the achievement of several defined performance and

market metrics. All performance awards are subject to a total shareholder return (“TSR”) compound annual growth rate

(“CAGR”) target and one or more of the following metrics: (i) an Adjusted EBITDAC margin target, (ii) an Organic

revenue CAGR target, or (iii) an individual revenue target. The TSR CAGR is calculated from the base price, as outlined in

the respective grant agreements, to the volume weighted average price (“VWAP”) of Class A common stock for the period

specified by the grant agreement plus dividends paid to Class A common shareholders. A minimum threshold for the TSR

CAGR, as well as the targets for the other metrics, as applicable, must all be met in order for the awards to vest.

In general, the PSUs and PLUs vest 5 years from the grant date. PSUs represent the right to receive Class A common

shares and PLUs represent the right to receive LLC Common Units upon vesting. If the minimum threshold of the TSR

CAGR is achieved, and the other required targets are achieved, the TSR CAGR target and, if applicable, the individual

revenue target, will determine how many Class A common shares or LLC Common Units, as applicable, the awards vest

into. Assuming the minimum thresholds are met, the awards will vest into between 75% and 150% of the applicable target

stock or units, which will be calculated on a graduated basis. Confirmation of the targets will not occur until after earnings

are reported for the final fiscal year in the award’s performance period. The probability of achieving the performance

metrics is assessed each reporting period for expense purposes. As of September 30, 2025, it was determined that the

Adjusted EBITDAC margin target for the executive PSUs and PLUs granted in fiscal year 2024 was no longer probable of

being achieved. As a result, the expense previously recognized for these awards was reversed during the three months

ended September 30, 2025.

The fair values of the performance-based awards granted during thenine months ended September 30, 2025, were

determined using the Monte Carlo simulation valuation model with the following assumptions:

The use of a valuation model for the PSUs requires management to make certain assumptions with respect to selected

model inputs. Expected volatility was calculated based on the observed volatility for comparable companies. The time to

maturity was based on the stock price CAGR target through the end of the performance period. The risk-free interest rate

was based on U.S. Treasury rates commensurate with the performance period.

Non-Employee Director Stock Grants

The Company grants RSUs to non-employee directors serving as members of the Company’s Board of Directors (“Director

Stock Grants”), with the exception of theone director who has agreed to forgo any compensation for their service to the

Board. The Director Stock Grants are fully vested upon grant. The Company granted 23,230 Director Stock Grants with a

weighted-average grant date fair value of$69.94 and 22,935 Director Stock Grants with a weighted-average grant date fair

value of$49.07 during thenine months ended September 30, 2025 and 2024, respectively.

Dividend Equivalents and Declared Distributions

A majority of the Company’s unvested equity-based compensation awards, with the exception of Options and Class C

Incentive Units, are entitled to accrue dividend equivalents if the award vests into Class A common stock (“Dividend

Equivalents”) or declared distributions if the award vests into LLC Common Units (“Declared Distributions”) over the

period the underlying award vests. The Dividend Equivalents and Declared Distributions will be paid in cash to award

holders at the time the underlying award vests. If an award holder forfeits their underlying award, the accrued Dividend

Equivalents or Declared Distributions will also be forfeit. Class C Incentive Units do not accrue cash distributions but

instead have their participation thresholds lowered by each Declared Distribution. Options do not participate in dividends.

As of September 30, 2025, the Company accrued$1.0 million and$0.1 million related to Dividend Equivalents and

Declared Distributions, respectively, in Accounts payable and accrued liabilities, and$4.0 million and$0.6 million related

to Dividend Equivalents and Declared Distributions, respectively, in Other non-current liabilities on the Consolidated

Balance Sheets. As of December 31, 2024, the Company accrued$0.9 million and$0.1 million related to Dividend

Equivalents and Declared Distributions, respectively, in Accounts payable and accrued liabilities, and$2.9 million and$0.4

million related to Dividend Equivalents and Declared Distributions, respectively, in Other non-current liabilities on the

Consolidated Balance Sheets.

Equity-Based Compensation Expense

As of September 30, 2025, the unrecognized equity-based compensation expense related to each type of equity-based

compensation award described above and the related weighted-average remaining expense period were as follows:

The following table includes the equity-based compensation the Company recognized by award type from the view of

expense related to pre-IPO and post-IPO awards. The table also presents the unrecognized equity-based compensation

expense as of September 30, 2025, in the same view.

9. Earnings Per Share

Basic earnings per share is computed by dividing net income attributable to Ryan Specialty Holdings, Inc. by the weighted-

average number of shares of Class A common stock outstanding during the period. Diluted earnings per share is computed

giving effect to potentially dilutive shares, including LLC equity awards and the non-controlling interests’ LLC Common

Units that are exchangeable into Class A common stock. As shares of Class B common stock do not share in earnings and

are not participating securities, they are not included in the Company’s calculation. A reconciliation of the numerator and

denominator used in the calculation of basic and diluted earnings per share of Class A common stock is as follows:

The following number of shares were excluded from the calculation of diluted earnings per share because the effect of

including such potentially dilutive shares would have been antidilutive:

1 Weighted average units outstanding during the period.

10. Derivatives

Deal-Contingent Foreign Currency Forward

In December 2023, the Company entered into the deal-contingent foreign currency forward (the “Deal-Contingent

Forward”) to manage the risk of appreciation of the GBP-denominated purchase price of the acquisition of Castel. The

Deal-Contingent Forward had a 200.0 million GBP notional amount and was executed when the Castel acquisition closed

on May 1, 2024. As the Deal-Contingent Forward was an economic hedge and had not been designated as an accounting

hedge, losses resulting from the Deal-Contingent Forward were recognized through earnings in the periods incurred.

Interest Rate Cap

In April 2022, the Company entered into an interest rate cap agreement to manage its exposure to interest rate fluctuations

related to the Company’s Term Loan in the amount of$25.5 million. The interest rate cap has a$1,000.0 million notional

amount,2.75% strike, and terminates on December 31, 2025. At inception, the Company formally designated the interest

rate cap as a cash flow hedge. As of September 30, 2025, the interest rate cap continued to be an effective hedge.

Decreases in the fair value of the interest rate cap of$3.9 million and$16.4 million for the three months ended

September 30, 2025 and 2024, respectively, and$10.8 million and$16.5 million for thenine months ended September 30,

2025 and 2024, respectively, were recognized in other comprehensive income (loss) (“OCI”). As of September 30, 2025,

the Company expects$3.1 million of unrealized gains from the interest rate cap to be reclassified into earnings over the

next three months through the instrument’s expiration date. See Note 15, Income Taxes, for further information on the tax

effects on other comprehensive income related to the interest rate cap.

The location and gains (losses) on derivatives are reported in the Consolidated Statements of Income as follows:

The location and fair value of derivatives designated as hedging instruments are reported on the Consolidated Balance

Sheets as follows:

See Note 12, Fair Value Measurements, for further information on the fair value of derivatives.

11. Variable Interest Entities

As discussed in Note 1, Basis of Presentation, the Company consolidates the LLC as a VIE under ASC 810. The

Company’s financial position, financial performance, and cash flows effectively represent those of the LLC as of and for

thenine months ended September 30, 2025, with the exception of Cash and cash equivalents of$39.0 million, Other

current assets of$14.2 million, Deferred tax assets of$317.6 million, Accounts payable and accrued liabilities of$1.0

million, Other non-current liabilities of$4.0 million, and the entire balance of the Tax Receivable Agreement liabilities of

$473.2 million on the Consolidated Balance Sheets, which are attributable solely to Ryan Specialty Holdings, Inc. As of

December 31, 2024, Cash and cash equivalents of$27.2 million, Other current assets of$15.4 million, Deferred tax assets

of$448.1 million, Accounts payable and accrued liabilities of$0.9 million, Other non-current liabilities of$2.9 million,

and the entire balance of the Tax Receivable Agreement liabilities of$436.3 million on the Consolidated Balance Sheet

were attributable solely to Ryan Specialty Holdings, Inc.

12. Fair Value Measurements

Accounting standards establish a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair values as

follows:

Level 1: Observable inputs such as quoted prices for identical assets in active markets;

Level 2: Inputs other than quoted prices for identical assets in active markets, that are observable either directly or

indirectly; and

Level 3: Unobservable inputs in which there is little or no market data which requires the use of valuation techniques and

the development of assumptions.

The level in the fair value hierarchy within which the fair value measurement is classified is determined based on the

lowest level of input that is significant to the fair value measure in its entirety.

The carrying amount of financial assets and liabilities reported on the Consolidated Balance Sheets for commissions and

fees receivable – net, other current assets, accounts payable, short-term debt, and other accrued liabilities as of

September 30, 2025 and December 31, 2024, approximate fair value because of the short-term duration of these

instruments. The fair value of long-term debt, including the Term Loan, Senior Secured Notes, the units subject to

mandatory redemption, and any current portion of such debt, was$3,297.1 million and$3,275.1 million as of

September 30, 2025 and December 31, 2024, respectively. The fair value of the Term Loan and Senior Secured Notes

would be classified as Level 2 in the fair value hierarchy and the units subject to mandatory redemption would be classified

as Level 3. See Note 6, Debt, for the carrying values of the Company’s debt.

Derivative Instruments

Deal-Contingent Foreign Currency Forward

The Company entered into the Deal-Contingent Forward to manage the risk of appreciation of the GBP-denominated

purchase price of the Castel acquisition. The fair value of the Deal-Contingent Forward was determined by comparing the

contractual foreign exchange rates to forward market rates for various future dates, probability weighted for when the

acquisition was anticipated to close, and discounted to the valuation date. The lowest level of inputs used that were

significant in determining the fair value were considered Level 3 inputs. See Note 10, Derivatives, for further information

on the Deal-Contingent Forward.

Interest Rate Cap

The Company uses an interest rate cap to manage its exposure to interest rate fluctuations related to the Company’s Term

Loan. The fair value of the interest rate cap is determined using the market standard methodology of discounting the future

expected cash receipts that would occur if variable interest rates rise above the strike rate of the cap. The variable interest

rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived

from observable market interest rate curves and volatilities. The inputs used in determining the fair value of the interest rate

cap are considered Level 2 inputs. See Note 10, Derivatives, for further information on the interest rate cap.

Contingent Consideration

The fair values of contingent consideration and contingently returnable consideration are based on the present value of the

future expected payments to be made to the sellers and to be received from the sellers, respectively, of certain acquired

businesses in accordance with the provisions outlined in the respective purchase agreements, which are Level 3 fair value

measurements. In determining fair value, the Company estimates cash payments and receipts based on management’s

financial projections of the performance of each acquired business relative to the formula specified by each purchase

agreement. The Company utilizes Monte Carlo simulations to evaluate financial projections of each acquired business. The

Monte Carlo models consider forecasted revenue and EBITDA and market risk-adjusted revenue and EBITDA, which are

run through a series of simulations. As of September 30, 2025, the models used risk-free rates, expected volatility, and a

credit spread that ranged from 1.9% to 4.4%,6.8% to 26.1%, and 0.9% to 3.1%, respectively. As of December 31, 2024,

the models used risk-free rates, expected volatility, and a credit spread that ranged from 3.5% to 5.4%,6.8% to 18.7%, and

0.7% to 2.6%, respectively. The Company discounts the expected payments created by the Monte Carlo model to present

value using a risk-adjusted rate that takes into consideration the market-based rates of return that reflect the ability of the

acquired entity to achieve its targets. The discount rate ranges used to present value the cash payments were 4.2% to 7.2%

and 5.0% to 6.6% as of September 30, 2025 and December 31, 2024, respectively.

Each period, the Company revalues the contingent consideration and contingently returnable consideration associated with

certain prior acquisitions to their fair value and records the related changes of the fair value in Change in contingent

consideration on the Consolidated Statements of Income. Changes in contingent consideration result from changes in the

assumptions regarding probabilities of successful achievement of related EBITDA and revenue milestones, the estimated

timing in which milestones are achieved, and the discount rate used to estimate the fair value of the liability. Contingent

consideration may change significantly as the Company’s revenue growth rate and EBITDA estimates evolve and

additional data is obtained, impacting the Company’s assumptions. The use of different assumptions and judgments could

result in a materially different estimate of fair value which may have a material impact on the results from operations and

financial position. See Note 3, Mergers and Acquisitions, for further information on contingent consideration.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring

basis by fair value hierarchy input level:

Contingently returnable consideration of$2.3 million and$1.3 million was recorded in Other current assets on the

Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, respectively. Contingently returnable

consideration of$2.1 million and$4.2 million was recorded in Other non-current assets on the Consolidated Balance

Sheets as of September 30, 2025 and December 31, 2024, respectively. Contingent consideration of$39.2 million and

$48.2 million was recorded in Accounts payable and accrued liabilities on the Consolidated Balance Sheets as of

September 30, 2025 and December 31, 2024, respectively. Contingent consideration of$88.4 million and$80.9 million

was recorded in Other non-current liabilities on the Consolidated Balance Sheets as of September 30, 2025 and

December 31, 2024, respectively.

Level 3 Assets and Liabilities Measured at Fair Value

The following is a reconciliation of the beginning and ending balances of the Level 3 assets and liabilities measured at fair

value:

For thenine months ended September 30, 2025, the$1.9 million settlement of contingently returnable consideration is

presented in the financing section of the Consolidated Statements of Cash Flows. For thenine months ended September 30,

2025,$19.4 million and$29.3 million of contingent consideration settlements are presented in the operating and financing

sections, respectively, of the Consolidated Statements of Cash Flows. For thenine months ended September 30, 2024,$5.4

million related to the loss on the settlement of the Deal-Contingent Forward is presented in the operating section of the

Consolidated Statements of Cash Flows.

13. Commitments and Contingencies

Legal – E&O and Other Considerations

As an E&S and Admitted markets intermediary, the Company faces ordinary course of business E&O exposure. The

Company also has potential E&O risk if an insurance carrier with which Ryan Specialty placed coverage denies coverage

for a claim or pays less than the insured believes is the full amount owed. The Company seeks to resolve, through

commercial accommodations, certain matters to limit the economic exposure, including potential legal fees, and

reputational risk created by a disagreement between a carrier and the insured, as well as other E&O matters.

The Company utilizes insurance to provide protection from E&O liabilities that may arise during the ordinary course of

business. Ryan Specialty’s E&O insurance provides aggregate coverage for E&O losses up to$150.0 million in excess of a

per claim retention amount of $5.0 million. The Company periodically determines a range of possible outcomes using the

best available information that relies, in part, on projecting historical claim data into the future. Loss contingencies of$5.2

million and$4.9 million were recorded for outstanding matters as of September 30, 2025 and December 31, 2024,

respectively. Loss contingencies exclude the impact of any loss recoveries. The Company recognized the net impact of the

loss contingencies and any loss recoveries of$0.7 million of expense and a$0.9 million benefit for the three months ended

September 30, 2025 and 2024, respectively, and$4.3 million and$0.8 million of expense for thenine months ended

September 30, 2025 and 2024, respectively, in General and administrative expense on the Consolidated Statements of

Income. The historical claim and commercial accommodation data used to project the current estimates may not be

indicative of future claim activity. Thus, the estimates could change in the future as more information becomes known,

which could materially impact the amounts reported and disclosed herein.

During 2022, the Company placed certain insurance policies through a trading partner with the understanding that the

policies were underwritten by highly rated insurance capital. The policies were instead underwritten by an insurance carrier

that was not considered satisfactory by the Company or the insureds. The Company committed to securing replacement

coverage, to the extent commercially available, from highly rated insurance companies on terms substantially similar to the

insurance coverage originally agreed upon. As a result of this unusual circumstance, the Company has incurred, and may

incur additional, losses arising from the original placements and unpaid covered claims (collectively, the “Replacement

Costs”). The Company has determined that it is probable that it will be exposed to further Replacement Costs on policies

placed with this trading partner.

The Company recognized an estimated loss contingency related to the Replacement Costs of $0.2 million and$0.3 million

as of September 30, 2025 and December 31, 2024, respectively, within Accounts payable and accrued liabilities on the

Consolidated Balance Sheets. During thenine months ended September 30, 2025, the Company collected$21.1 million

from its E&O insurance carriers related to the claim for the Replacement Costs. The Company has also obtained sufficient

evidence that additional recoveries under the claim are probable. A loss recovery of$1.0 million and$20.2 million was

recorded as of September 30, 2025 and December 31, 2024, respectively, in Other current assets on the Consolidated

Balance Sheets. In the aggregate, the loss contingency and related loss recovery resulted in a$2.5 million expense

recognized in 2022 andno further expense related to this matter has been recognized since.

It is at least reasonably possible that the estimate of Replacement Costs will change in the near term due to additional

unpaid covered claims or other damages for losses incurred by our customers. An estimate of these potential losses cannot

be made at this time but could change in the future as more information becomes known.

14. Related Parties

Ryan Investment Holdings

Ryan Investment Holdings, LLC (“RIH”) was formed as an investment holding company designed to aggregate the funds

of Ryan Specialty and Geneva Ryan Holdings, LLC (“GRH”) for investment in Geneva Re Partners, LLC (“GRP”). GRH

was formed as an investment holding company designed to aggregate investment funds of Patrick G. Ryan and other

affiliated investors. Two affiliated investors are LLC Unitholders and directors of the Company, and another is an LLC

Unitholder and employee of the Company. Ryan Specialty does not consolidate GRH as the Company does not have a

direct investment in or variable interest in this entity.

The Company holds a 47% interest in RIH and GRH holds the remaining 53% interest. RIH has a 50% non-controlling

interest in GRP and the other 50% is owned by Nationwide Mutual Insurance Company. GRP wholly owns Geneva Re, Ltd

(“Geneva Re”), a Bermuda-regulated reinsurance company, and GR Bermuda SAC Ltd (the “Segregated Account

Company”). The Segregated Account Company hasone segregated account, which is beneficially owned by a third-party

insurance company (the “Third-party Insurer”). RIH is considered a related party variable interest entity under common

control with the Company. The Company is not most closely associated with the variable interest entity and therefore does

not consolidate RIH. The assets of RIH are restricted to settling obligations of RIH, pursuant to Delaware limited liability

company statutes.

The Company is not required to contribute any additional capital to RIH, and its maximum exposure to loss on the equity

method investment is the total invested capital of$47.0 million. The Company may be exposed to losses arising from the

equity method investment as a result of underwriting losses recognized at Geneva Re or losses on Geneva Re’s investment

portfolio. RIH has committed to contribute additional capital to GRP over the next several years. Patrick G. Ryan, through

a trust of which he is the beneficiary and co-trustee, has committed to personally fund any such additional capital

contributions. Any such additional capital contributions under this commitment will not affect the relative ownership of

RIH’s common equity.

Geneva Re

The Company has a service agreement with Geneva Re to provide both administrative services to, as well as disburse

payments for costs directly incurred by, Geneva Re. These direct costs include compensation expenses incurred by

employees of Geneva Re. The Company had$0.1 million and$0.3 million due from Geneva Re under this agreement as of

September 30, 2025 and December 31, 2024, respectively.

Ryan Re Services Agreements with Geneva Re

Ryan Re, a wholly owned subsidiary of the Company, is party to a services agreement with Geneva Re to provide, among

other services, certain underwriting and administrative services to Geneva Re. Ryan Re receives a service fee equal to

115% of the administrative costs incurred by Ryan Re in providing these services to Geneva Re. Revenue earned from

Geneva Re was$0.4 million and$0.3 million for the three months ended September 30, 2025 and 2024, respectively, and

$1.2 million and$1.1 million for thenine months ended September 30, 2025 and 2024, respectively. Receivables due from

Geneva Re under this agreement were$0.4 million and$0.7 million as of September 30, 2025 and December 31, 2024,

respectively.

Ryan Re is party to a services agreement with Geneva Re under which Ryan Re subcontracts certain services to Geneva Re

that are required for the segregated account of the Segregated Account Company on behalf of the Third-party Insurer. The

Company incurred expense of$2.8 million and$2.7 million during the three months ended September 30, 2025 and 2024,

respectively, and$8.2 million and$7.9 million during thenine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025 and December 31, 2024, the Company had prepaid expenses of$8.3 million and$5.2 million,

respectively, related to this services agreement. The prepaid expenses are included in Other currents assets on the

Consolidated Balance Sheets.

Company Leasing of Corporate Jets

In the ordinary course of its business, the Company charters executive jets for business purposes from Executive Jet

Management (“EJM”), a third-party service provider. Mr. Ryan indirectly owns aircraft that he leases to EJM for EJM’s

charter operations for which he receives remuneration from EJM. The Company pays market rates for chartering aircraft

through EJM, unless the particular aircraft chartered is Mr. Ryan’s, in which case the Company receives a discount below

market rates. Historically, the Company has been able to charter Mr. Ryan’s aircraft and make use of this discount. The

Company recognized expense related to business usage of aircraft of$0.3 million and$0.2 million for the three months

ended September 30, 2025 and 2024, respectively, and$0.5 million and$1.0 million for thenine months ended

September 30, 2025 and 2024, respectively.

15. Income Taxes

The Company is taxed as a corporation for income tax purposes and is subject to federal, state, and local taxes with respect

to its allocable share of any net taxable income from the LLC. The LLC is a limited liability company taxed as a

partnership for income tax purposes, and its taxable income or loss is passed through to its members, including the

Company. The LLC is subject to income taxes on its taxable income in certain foreign countries, in certain state and local

jurisdictions that impose income taxes on partnerships, and on the taxable income of its U.S. corporate subsidiaries.

Effective Tax Rate

The Company’s effective tax rate from continuing operations was (4.70)% and(45.50)% for the three months ended

September 30, 2025 and 2024, respectively, and 26.40% and 7.90% for thenine months ended September 30, 2025 and

2024, respectively. The effective tax rate for the three months ended September 30, 2025, was lower than the 21% statutory

rate primarily as result of the vesting of RSUs, exercising of Stock Options, and the income attributable to the non-

controlling interests. The effective tax rate for thenine months ended September 30, 2025, was higher than the 21%

statutory rate primarily as a result of the non-cash deferred income tax expense from the CCR related to the acquisition of

Velocity, which is described below, offset by a decrease related to the vesting of RSUs, exercising of Stock Options, and

the income attributable to the non-controlling interests. The effective tax rates for the three andnine months ended

September 30, 2024, were lower than the 21% statutory rate primarily as a result of the vesting of RSUs, exercising of

Stock Options, and the income attributable to the non-controlling interests.

The Company does not believe it has any significant uncertain tax positions and therefore hasno unrecognized tax benefits

as of September 30, 2025, that, if recognized, would affect the annual effective tax rate. The Company does not anticipate

material changes in unrecognized tax benefits within the next twelve-month period.

Deferred Taxes

The Company reported Deferred tax assets, net of deferred tax liabilities where appropriate, of$318.1 million and$448.3

million as of September 30, 2025 and December 31, 2024, respectively, on the Consolidated Balance Sheets. The decrease

in the Deferred tax assets during thenine months ended September 30, 2025, was primarily the result of the CCR. As of

September 30, 2025, the Company concluded that, based on the weight of all available positive and negative evidence, the

deferred tax assets with respect to the Company’s basis difference in its investment in the LLC are more likely than not to

be realized. As such, no valuation allowance has been recognized against that basis difference.

Common Control Reorganization (CCR)

Subsequent to the acquisition of Velocity, which was acquired by a wholly owned subsidiary of Ryan Specialty Holdings,

Inc., the Company converted Velocity into an LLC (“Velocity LLC”) and transferred Velocity LLC to the LLC. This legal

entity reorganization was considered a transaction between entities under common control. The CCR, inclusive of impacts

from the Velocity measurement period adjustment, resulted in a reduction of deferred tax assets in the Company’s basis

difference in its investment in the LLC of$145.1 million and a non-cash deferred income tax expense of$48.0 million for

thenine months ended September 30, 2025. Additionally, the difference between the carrying value and the fair value of

the investment transferred under common control resulted in an increase of$29.8 million to Non-controlling interests on

the Consolidated Statements of Stockholders’ Equity during thenine months ended September 30, 2025.

Tax Receivable Agreement (TRA)

The Company is party to a TRA with current and certain former LLC Unitholders. The TRA provides for the payment by

the Company to the current and certain former LLC Unitholders of 85% of the net cash savings, if any, in U.S. federal,

state, and local income taxes that the Company actually realizes (or under certain circumstances is deemed to realize) from

(i) certain increases in the tax basis of the assets of the LLC resulting from purchases or exchanges of LLC Common Units

(“Exchange Tax Attributes”), (ii) certain tax attributes of the LLC that existed prior to the IPO (“Pre-IPO M&A Tax

Attributes”), (iii) certain favorable “remedial” partnership tax allocations to which the Company becomes entitled (if any),

and (iv) certain other tax benefits related to the Company entering into the TRA, including certain tax benefits attributable

to payments that the Company makes under the TRA (“TRA Payment Tax Attributes”). The Company recognizes a

liability on the Consolidated Balance Sheets based on the undiscounted estimated future payments under the TRA. The

amounts payable under the TRA will vary depending upon a number of factors, including the amount, character, and timing

of the taxable income of the Company in the future.

Based on current projections, the Company anticipates having sufficient taxable income to be able to realize the benefits

and has recorded Tax Receivable Agreement liabilities of$473.2 million related to these benefits on the Consolidated

Balance Sheets as of September 30, 2025. The following summarizes activity related to the Tax Receivable Agreement

liabilities:

During thenine months ended September 30, 2025 and 2024, increases to the TRA liabilities of$36.1 million and$95.6

million, respectively, due to exchanges of LLC Common Units for Class A common stock were recognized in Additional

paid-in capital on the Consolidated Statements of Stockholders’ Equity. During thenine months ended September 30, 2025

and 2024, increases to the TRA liabilities of$0.8 million and$0.6 million, respectively, due to accrued interest were

recognized in Other non-operating loss (income) on the Consolidated Statements of Income.

Other Comprehensive Income (Loss)

The following table summarizes the tax effects on the components of Other comprehensive income (loss):

16. Accumulated Other Comprehensive Income (Loss)

Changes in the balance of Accumulated other comprehensive income (loss), net of tax, were as follows:

1 Change in share of equity method investments’ other comprehensive income (loss) on the Consolidated Statements of

Comprehensive Income.

17. Segment Reporting

Segment Information

Ryan Specialty is organized as a single operating and reporting segment. The Company’s chief operating decision maker

(“CODM”) is its Chief Executive Officer. The Company has identified its single operating segment utilizing a management

approach that aligns with the manner in which the CODM utilizes the Company’s consolidated financial information for

resource allocation and performance evaluation. Refer to Note 1, Basis of Presentation, for a description of the Company’s

products and services and to Note 2, Revenue from Contracts with Customers, for the disaggregation of revenue by

Specialty.

The CODM utilizes consolidated net income as the primary metric to monitor budget versus actual results, assess the

performance of the business, and make decisions regarding resource allocation. The following table provides information

about the Company’s revenue and includes a reconciliation to net income:

1 Compensation-related expense includes salaries, commissions, bonus compensation, benefits, payroll taxes, and

contractor costs, and excludes equity-based compensation expense, acquisition, and restructuring related expenses.

2 General and administrative expense includes travel and entertainment, professional services, occupancy, IT related costs,

and other operating costs, and excludes acquisition and restructuring related expenses.

3 Other segment items include equity-based compensation expense, and acquisition and restructuring related compensation

and general and administrative expenses.

Geographic Information

Revenue is primarily recognized based on the country in which the services are performed. The below table illustrates the

geographic regions for the Company’s revenue:

The Company did not have material revenue from operations in any individual foreign country for the three andnine

months ended September 30, 2025 or 2024. Asset information is not presented to the CODM. Substantially all of the

Company’s tangible long-lived assets are located in the United States; therefore, geographic information for long-lived

assets is not presented.

18. Supplemental Financial Information

Interest Income

The Company earned interest income of$1.7 million and$5.6 million during the three months ended September 30, 2025

and 2024, respectively, and$6.3 million and$19.0 million during thenine months ended September 30, 2025 and 2024,

respectively, on its operating Cash and cash equivalents. Interest income is recognized in Interest expense, net on the

Consolidated Statements of Income.

Supplemental Cash Flow Information

The following represents the supplemental cash flow information of the Company:

1 Interest paid is presented net of$12.0 million and$19.7 million of cash received in connection with the Company’s

interest rate cap for thenine months ended September 30, 2025 and 2024, respectively. See Note 10, Derivatives, for

further information on the interest rate cap.

Equity Method Investment

On May 1, 2025, the Company acquired a 9.9% interest in Velocity Specialty Insurance Company (“VSIC”), an insurance

carrier writing middle market and small to medium business risks in catastrophe exposed areas, for$16.6 million. The

Company accounts for its investment in VSIC under the equity method of accounting, as the Company has the ability to

exercise significant influence over VSIC primarily through board representation.

19. Subsequent Events

The Company has evaluated subsequent events through October 31, 2025, and has concluded that no events have occurred

that require disclosure other than the events listed below.

On October 27, 2025, the Company entered into a definitive agreement to acquire Stewart Specialty Risk Underwriting

Ltd., an MGU specializing in underwriting large-account, high-hazard property and casualty solutions, based in Toronto,

Canada. This acquisition is expected to close during the fourth quarter of 2025.

On October 30, 2025, the Company’s Board of Directors approved a quarterly cash dividend of$0.12 per share of

outstanding Class A common stock. The quarterly dividend will be payable on November 25, 2025, to shareholders of

record of Class A common stock as of the close of business on November 11, 2025. Any future dividends will be subject to

the approval of the Company’s Board of Directors.