RYAN SPECIALTY HOLDINGS, INC.
For the period ended Dec 31, 2025. Filed Feb 13, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 13, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-21.
0001628280-25-006973
Item 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-13.
0001849253-26-000006
Item 7. Managements 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.
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354 unchanged; 329 reworded; 164 added; 169 removed; 29 previous and 22 current paragraphs rearranged.
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A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (164)
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by many of our competitors.
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Empower Program
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In the first quarter of 2026 we are initiating a three-year restructuring program (the "Empower Program") that
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will streamline our brokerage, binding, and underwriting operations, optimize our scale, accelerate our data and technology
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strategies, and enhance efficiencies across all of our specialties. The program is estimated to result in approximately $160
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million in 2029. Actions taken under the Empower Program are expected to be completed by the end of 2028.
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On May 1, 2025, the Company completed the acquisition of USQRisk Holdings, LLC, a company that
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underwrites, structures, prices, and places specialty insurance for corporate clients seeking bespoke, multi-year risk
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solutions based in New York and London.
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On May 16, 2025, the Company completed the acquisition of 360° Underwriting, an MGU specializing in
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commercial construction, based in Dublin and Galway, Ireland.
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On July 1, 2025, the Company completed the acquisition of certain assets of J.M. Wilson Corporation (“JM
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Wilson”), a binding authority and surplus lines broker specializing in transportation insurance, headquartered in Portage,
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Michigan.
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On December 1, 2025, the Company completed the acquisition of Stewart Specialty Risk Underwriting Ltd., an
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MGU specializing in underwriting large-account, high-hazard property and casualty solutions, based in Toronto, Canada.
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consolidation and panel consolidation have a long runway. We believe that both M&A consolidation and the use and
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products.
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Invest in Operations and Growth
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We will continue to prioritize strategic investments that support revenue growth such as investments in talent, de novo
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formations, product innovation and solutions, M&A, and technology in order to maximize long-term value creation, which
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could have a short-term margin impact.
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The Empower Program initiated in the first quarter of 2026 is designed to enhance efficiencies across all of our
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specialties. The efficiencies we gain through the Empower Program are expected to allow us to continue making strategic
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investments in growth, top-tier talent, de novo formations, and address the rapidly evolving needs of our clients.
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coverage is subject to the underlying activity occurring. In periods of economic growth, liquid credit markets, and
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convective storms (“SCS”) with 19 SCS events that caused losses in excess of $1 billion, which together accounted for the
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California wildfires. The year also included floods in central Texas and the Mississippi valley, causing over 135 fatalities
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fundamentals.
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tightened. In the second half of 2024 and throughout 2025, the specialty and E&S markets experienced a shift in these
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the market dynamics exist for these factors to potentially continue into 2026.
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Underwriting Management Specialty generates revenues through insurance and reinsurance commissions and fees from
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with current industry practice.
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our operations. In particular, our travel and entertainment expenses, information technology expenses, occupancy-related
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developed software.
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Other Non-Operating Loss (Income)
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For year ended December 31, 2025, Other non-operating loss (income) consisted of seller reimbursement of
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acquisition-related retention incentives, sublease income, and forfeitures of vested equity awards offset by TRA contractual
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interest and related charges. For the year ended December 31, 2024, Other non-operating loss (income) included expense
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Common Control Reorganization (“CCR”) subsequent to the Velocity acquisition in the first quarter of 2025.
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During the first quarter of 2023, we initiated the ACCELERATE 2025 program toenable continued growth,
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drive innovation, and deliver sustainable productivity improvements over the long term. The program concluded in the
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through operating cash flow. Restructuring costs were primarily included in Compensation and benefits expense,
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predominantly relating to third-party contractor and other workforce-related costs. The remaining costs were incurred
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through General and administrative expense, relating to third-party professional services, lease and contract terminations
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costs, and other expenses. As of December 31, 2024, we undertook actions that we expect to generate annual savings of
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For the year ended December 31, 2024, we incurred restructuring costs of$59.7 million. Combined with
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restructuring costs incurred during 2023, we have incurred restructuring costs of$108.1 million since the inception of this
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restructuring plan in the first quarter of 2023. Of the cumulative$108.1 million in costs,$62.5 million was Compensation
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and benefits expense with the remaining balance consisted of General and administrative expense. The final results of the
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ACCELERATE 2025 program were in line with previously communicated expectations.
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On May 1, 2024, the Company completed the acquisition of the MGU platform Castel Underwriting Agencies
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Limited (“Castel”). Castel is headquartered in London, England, with additional offices and operations in the Netherlands,
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Belgium, and Singapore.
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On August 30, 2024, the Company completed the acquisition of US Assure Insurance Services of Florida, Inc.
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(“US Assure”), a program specializing in builder’s risk insurance headquartered in Jacksonville, Florida.
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On September 1, 2024, the Company completed the acquisition of certain assets of Greenhill Underwriting
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Insurance Services, LLC (“Greenhill”), an MGU focused on the allied health industry headquartered in Houston, Texas.
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On September 13, 2024, the Company completed the acquisition of the Property and Casualty (“P&C”) MGUs
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owned by Ethos Specialty Insurance, LLC (“Ethos P&C”). Ethos P&C is composed of eight programs which underwrite on
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behalf of insurance carriers.
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On October 1, 2024, the Company completed the acquisition of certain assets of EverSports & Entertainment
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Insurance, Inc. (“EverSports”), an MGU focused on sports, leisure and entertainment risks based in Carmel, Indiana.
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On October 2, 2024, the Company completed the acquisition of certain assets of Geo Underwriting Europe BV
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(“Geo”), a financial lines MGA based in Rotterdam, Netherlands, with operations in Germany.
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On November 4, 2024, the Company completed the acquisition of Innovisk Capital Partners (“Innovisk”), a
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portfolio of seven specialty MGUs with a focus on environmental, transactional liability, US and international financial
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lines, professional liability for lawyers, commercial auto liability, and UK professional indemnity and P&C. Innovisk is
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headquartered in London, England, and also has offices in the United States and India.
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consolidation and panel consolidation are in nascent stages for Binding Authority. We believe that both M&A
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the insurance products.
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Invest in Operation and Growth
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coverage is subject to the underlying activity occurring. In light of the recent geopolitical developments, we could
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experience macroeconomic uncertainty and volatility that could lead to an unexpected impact to our business. In periods of
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record for SCS events. The year also included ice storms across the country and continued wildfire-related losses. In
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addition to the SCS events, Hurricanes Helene and Milton caused over $35 billion in insured losses. Additionally, these
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carriers and generally work with retail and wholesale insurance brokers, including our own Wholesale Brokerage, to secure
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For the year ended December 31, 2024, Other non-operating loss included expense related to Term Loan
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our blended state tax rates.
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Non-Controlling Interest
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Reworded paragraphs (329)
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statements for the years ended December 31, 2024,2023, and 2022, prepared in accordance with U.S. GAAP. In addition,
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statements for the years ended December 31, 2025,2024, and 2023, prepared in accordance with U.S. GAAP. In addition,
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management services by acting as a wholesale broker and a managing underwriter or a program administrator with
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management services by acting predominantly as a wholesale broker and a managing underwriter or a program
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delegated authority from insurance carriers. Our mission is to provide industry-leading innovative specialty insurance
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administrator with delegated authority from insurance carriers. Our mission is to provide industry-leading innovative
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solutions for insurance brokers, agents, and carriers.
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specialty insurance solutions for insurance brokers, agents, and carriers.
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For insurance carriers, we work with retail and wholesale insurance brokers to source, onboard, underwrite, and service
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For insurance and reinsurance carriers, we predominantly work with retail and wholesale insurance brokers to source,
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these same types of risks. A significant majority of the premiums we place are bound in the E&S market, which includes
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onboard, underwrite, and service these same types of risks. A significant majority of the premiums we place are bound in
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Lloyd’s of London. There is often significantly more flexibility in terms, conditions, and rates in the E&S market relative
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the E&S market, which includes Lloyd’s of London. There is often significantly more flexibility in terms, conditions, and
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to the Admitted or “standard” insurance market. We believe that the additional freedom to craft bespoke terms and
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rates in the E&S market relative to the Admitted or “standard” insurance market. We believe that the additional freedom to
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conditions in the E&S market allows us to best meet the needs of our trading partners, provide unique solutions, and drive
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craft bespoke terms and conditions in the E&S market allows us to best meet the needs of our trading partners, provide
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innovation. We believe our success has been achieved by providing best-in-class intellectual capital, leveraging our trusted
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unique solutions, and drive innovation. We believe our success has been achieved by providing best-in-class intellectual
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and long-standing relationships and developing differentiated solutions at a scale unmatched by many of our competitors.
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capital, leveraging our trusted and long-standing relationships, and developing differentiated solutions at a scale unmatched
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taxed at the prevailing corporate tax rates. We intend to cause the LLC to make distributions in an amount sufficient to
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taxed at the prevailing corporate tax rates. We intend to cause the LLC to make distributions in an amount that is at least
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allow us to pay our tax obligations and operating expenses, including distributions to fund any ordinary course payments
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sufficient to allow us to pay our tax obligations and operating expenses, including distributions to fund any ordinary course
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due under the Tax Receivable Agreement. See “Liquidity and Capital Resources - Tax Receivable Agreement” for
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payments due under the Tax Receivable Agreement. See “Liquidity and Capital Resources - Tax Receivable Agreement”
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additional information about the TRA.
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for additional information about the TRA.
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fourth quarter of 2024 and resulted in$108.1 million of cumulative one-time charges through December 31, 2024, funded
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million of cumulative one-time charges through 2028, and we expect it to generate annual savings of approximately $80
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ranked by Business Insurance) expanded faster than our Organic revenue growth rate of 12.8%. Our ability to deepen and
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ranked by Business Insurance) expanded faster than our Organic revenue growth rate of 10.1%. Our ability to deepen and
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consolidation and the use and reliance on scaled delegated Underwriting Management will continue to grow. Our ability to
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reliance on scaled delegated Underwriting Management will continue to grow. Our ability to grow this business is
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grow this business is dependent upon a number of factors, including a continuing ability to secure sufficient capital support
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dependent upon a number of factors, including a continuing ability to secure sufficient capital support from insurers, the
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from insurers, the quality of our services and product offerings, marketing and sales efforts to drive new business prospects
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quality of our services and product offerings, marketing and sales efforts to drive new business prospects and execution,
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and execution, new product offerings, the pricing and quality of our competitors’ offerings, and the growth in demand for
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new product offerings, the pricing and quality of our competitors’ offerings, and the growth in demand for the insurance
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We have invested heavily in building a durable business that is able to adapt to the continuously evolving E&S
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We have invested heavily in building a durable business that is able to adapt to the continuously evolving
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market and intend to continue to do so. We are focused on enhancing the breadth of our product and service offerings as
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specialty and E&S markets and intend to continue to do so. We are focused on enhancing the breadth of our product and
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well as developing and launching new solutions to address the evolving needs of the specialty insurance industry and
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service offerings as well as developing and launching new solutions to address the evolving needs of the specialty
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markets. Our future success is dependent upon a number of factors, including our ability to successfully develop, market,
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insurance industry and markets. Our future success is dependent upon a number of factors, including our ability to
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and sell existing and new products and services to both new and existing trading partners.
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successfully develop, market, and sell existing and new products and services to both new and existing trading partners.
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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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economic growth and liquid credit markets, this underlying activity can accelerate and provide tailwinds to our growth. In
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favorable interest rates, this underlying activity can accelerate and provide tailwinds to our growth. In periods of economic
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periods of economic decline and tight credit markets, this underlying activity can slow or be delayed and provide
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decline, tight credit markets, and unfavorable interest rates, this underlying activity can slow or be delayed and provide
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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 of large, complex, high-
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The growing relevance of the specialty and E&S markets has been driven by the rapid emergence and sustained
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hazard, and otherwise hard-to-place risks across many lines of insurance. This trend continued in 2024, with $110 billion of
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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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insured catastrophe losses, driven by over $50 billion of insured losses related to severe convective storms (“SCS”) with 17
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continued in 2025, with $125 billion of insured catastrophe losses, driven by $52 billion of insured losses related to severe
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SCS events above $1 billion in losses, which together accounted for the second-highest annual total for insured losses on
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third-highest annual total for insured losses on record for SCS events and over $41 billion in losses generated from
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risks include the potential for more severe hurricanes that occur with greater frequency, more devastating wildfires, more
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and over $3 billion in insured losses. Additionally, these risks include the potential for more severe hurricanes that occur
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frequent flooding, escalating jury verdicts and social inflation, geographic shifts in population density, a proliferation of
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with greater frequency, more devastating wildfires, more frequent flooding, escalating jury verdicts and social inflation,
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cyber threats, novel health risks, risks associated with large sports and entertainment venues, building and labor cost
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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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inflation relative to insured value, and the transformation of the economy to a “digital first” mode of doing business. We
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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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do not have sufficient scale, or the financial and intellectual capital to invest in the required specialty capabilities, will
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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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struggle to compete effectively. This will further the trend of market share consolidation among the wholesale firms that do
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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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and entertainment venues, building and labor cost inflation relative to insured value, and the transformation of the economy
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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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caused by a change in our blended state tax rates.
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risk insurance solutions, as well as contributions from recent acquisitions.
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employees as of December 31, 2025, from 5,295 as of December 31, 2024;
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ended December 31, 2025, was an increase in debt from recent acquisition activity.
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income of$0.7 million for the year ended December 31, 2025. For the year ended December 31, 2025, Other non-operating
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and related expense associated with the ACCELERATE 2025 program.
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ended December 31, 2024, compared to the prior year. The main driver of the increase in Interest expense, net for the year
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were discrete, non-cash expenses incurred at Ryan Specialty Holdings, Inc., and the Company’s annual effective tax rate is
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contingent commissions and the impact of changes in foreign exchange rates.
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restrictions for an executive officer of the Company. See “Note 10, Equity-Based Compensation” of the audited
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income in “Adjusted EBITDAC and Adjusted EBITDAC Margin”.
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million of income related to a decrease in our blended state tax rates and foreign tax credit impact on the TRA
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respect to our allocable share of any net taxable income of the LLC. For the years ended December 31, 2025 and 2024,
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financial metric is Diluted earnings per share.
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125.7 million Weighted-average shares of Class A common stock outstanding - diluted, respectively. See “Note 11,
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Earnings Per Share” in the footnotes to the consolidated financial statements in this Annual Report.
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to all holders of the Class A common stock and LLC Common Units.
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accounts and used for general corporate purposes.
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acquisitions. The main drivers of the cash flows used for investing activities for the year ended December 31, 2024, were
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and $21.6 million of Payment of Tax Receivable Agreement liabilities during the year.
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this Annual Report for further discussion.
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believe that as the complexity of the E&S market continues to escalate, wholesale brokers and managing underwriters that
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products to better address these evolving market fundamentals.
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market experienced a shift in these trends as insurance capacity for these property risks increased, particularly at the end of
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Payment terms are consistent with current industry practice.
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year prior, adjusted for Net commissions and fees attributable to recent acquisitions during
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none of which were individually significant such as (i) a continued decline throughout the
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year in Net commissions and fees generated from the placement of public company D&O
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insurance policies, related to a slow-down in IPO activity and an associated rapid premium
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decrease of $11.7 million of IPO related expenses; and
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Holdings, Inc., and the Company’s annual effective tax rate is unaffected. The decrease was partially offset by an increase
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in pre-tax book income allocated to the Company for the year ended December 31, 2024, and a decrease in the Company’s
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year prior, adjusted for Net commissions and fees attributable to recent acquisitions during
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due to changes in contingent commissions and the impact of foreign exchange rates on our
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Binding Authority net commissions and fees increased by $44.9 million, or 19.4%, period-over-period,
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•An increase of $21.9 million was driven by Restructuring and related expense associated
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•$14.6 million of increased Acquisition-related expense associated with recent and
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expenses incurred to accommodate both organic and inorganic revenue growth include IT,
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Company’s Cash and cash equivalents balances offsets Interest expense, net. For the years ended December 31, 2023 and
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Net income in “Adjusted EBITDAC and Adjusted EBITDAC Margin”.
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respectively, related to the change in the TRA liability caused by a change in our blended state tax rates. Equity-based
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with respect to our allocable share of any net taxable income of the LLC. For the year ended December 31,
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Company owned 100% of the LLC. For the year ended December 31, 2023, this calculation of adjusted tax
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expense is based on a federal statutory rate of 21% and a combined state income tax rate net of federal
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benefits of 5.12% on 100% of our adjusted income before income taxes as if the Company owned 100% of
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financial statements in this Annual Report.
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Per Share”in the footnotes to the consolidated financial statements in this Annual Report.
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the weighted average unrecognized cost associated with the awards was $0 over the period, less any unvested
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SOFR plus a margin of 2.00%.