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 Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-21.
0001628280-25-006973
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-13.
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Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 1529 previous paragraphs and 1575 current paragraphs.
1124 unchanged; 331 reworded; 102 added; 59 removed; 15 previous and 18 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (102)
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•the inability to achieve the intended results of our restructuring program;
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degrees of enforceability of the types of restrictive covenants, and forfeiture and clawback clauses, we utilize. At the
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federal level, the future legal landscape regarding non-competes is uncertain. In April 2024, the Federal Trade Commission
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(“FTC”) finalized a rule broadly prohibiting the use of non-compete clauses, with limited exceptions for existing non-
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competes for senior executives. Although the rule was set to take effect in September 2024, federal courts enjoined its
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enforcement shortly before implementation. Following the 2024 U.S. presidential election, the new presidential
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administration halted appeals of these rulings and signaled a departure from the prior administration’s position. As a result,
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the FTC’s finalized rule broadly prohibiting most non-compete clauses is not currently in effect, and its future remains
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uncertain. As a result, there is ongoing uncertainty regarding the future enforceability of non-compete agreements with
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employees in the United States. If future legislation, judicial decisions, or regulatory actions further limit or invalidate the
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use of non-compete agreements, our ability to prevent former employees from using their knowledge of our business and
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of operations. During 2022, the Company placed certain insurance policies through a trading partner with the
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Company incurred losses arising from the original placements. For additional discussion, see “Note 15, Commitments and
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associated with multiple international locations;
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industry in which we operate is dynamic and creates opportunities for, and pressure from, our competitors and trading
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partners. For example, certain emerging industry trends in 2025 created additional opportunities for retail brokers to place
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customer relationship intangibles acquired in connection with our acquisition of US Assure Insurance Services of Florida,
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We have begun to incorporate and intend to expand our use of artificial intelligence (“AI”) solutions into our
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For example, we are currently using generative AI to automate certain aspects of insurance submission intake and analysis
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for our underwriters. Our competitors or other third parties may incorporate AI into their products and services more
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affected and we may be subject to legal liability claims. The development of AI applications will require additional
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investment in the development of proprietary systems, models, or datasets, which are complex, costly, and could impact the
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results of our operations. In addition, there is no guarantee that we will be able to develop such applications and execute on
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the longer-term aspects of our business strategy.
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•effectively integrate AI into our workstreams and operations to enhance our productivity and training;
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Our inability to achieve the intended results of our restructuring program, Empower, could impact our businesses,
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As part of our corporate restructuring plans, we expect to incur one-time write-offs and other restructuring
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charges and generate annual benefits in the future. There can be no assurance that any restructuring activities that we
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undertake will achieve the cost savings, operating efficiencies, or other expected benefits. Our ability to successfully
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manage and execute the Empower program and realize the expected savings and benefits in the amounts and at the times
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anticipated is important to our business success. Failure to achieve the goals of our plans, which could result from our
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inability to successfully execute organizational change and business transformation plans, changes in global or regional
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Removed paragraphs (59)
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•changes in the mode of compensation in the insurance industry;
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of the types of restrictive covenants we utilize. Additionally, on April 23, 2024, the U.S. Federal Trade Commission
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(“FTC”) passed a final rule that would have largely prohibited employers from using non-compete agreements. On August
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20, 2024, the Northern District of Texas set aside the FTC’s rule as unlawful. The court found that the FTC exceeded its
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statutory authority in creating the rule and that the rule was arbitrary and capricious. The FTC has expressed an interest in
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appealing the decision, but it is unclear what, if any, action it will take. Further, we do not have employment, non-
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competition, non-solicitation of business or non-acceptance of business agreements with all of our wholesale brokers and
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underwriters and most of our employment agreements are on “at-will” terms. We may not be able to retain or replace the
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business generated by key personnel who leave our firm.
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this unusual circumstance, the Company has and may continue to incur losses arising from the original placements. For
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Our results may be adversely affected by changes in the mode of compensation in the insurance industry.
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customer relationship intangibles acquired in connection with the US Assure and various other acquisitions. The carrying
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We may incorporate artificial intelligence (“AI”) solutions into our platform, offerings, services, and features,
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business, financial condition, and results of operations may be adversely affected. The use of AI applications has resulted
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There is increased focus, including from governmental organizations, investors, employees, and clients, on
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do business with us. In addition, there exists certain negative sentiment about some individuals and government institutions
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related to corporate responsibility and stakeholder interests, and we may also face scrutiny, reputational risk, lawsuits, or
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market access restrictions from these parties regarding these initiatives.
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and hour standards, employment and labor relations, anti-competition, and anticorruption. This legal and regulatory
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EU data protection law to all companies processing data of EU residents, wherever the company’s location. Accordingly,
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uncertainty remains, however, as this adequacy determination must be renewed after four years and may be modified or
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Credit Facility of$1,399.7 million (not including$0.3 million of undrawn letters of credit), subject to customary
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•errors in, or ineffectiveness of, our underwriting models and the risks presented to our reputation and
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•errors in, or ineffectiveness of, our underwriting models and the impact to our reputation and relationships
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businesses and/or introduce of new products, lines of business, and/or markets;
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businesses and/or introduce new products, lines of business, and/or markets;
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•the impact if our MGA or MGU programs are terminated or changed;
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•the impact if the contracts that govern our MGAs or MGUs are terminated or changed;
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•decrease in the amount of supplemental or contingent commissions we receive;
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•a decrease in the amount of supplemental or contingent commissions we receive;
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•risks related to the payments required by our Tax Receivable Agreement; and
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•risks related to the payments required by our Tax Receivable Agreement;
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Unitholders, the Ryan Parties, and the holders of our Class A common stock.
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Unitholders, the Ryan Parties, and the holders of our Class A common stock; and
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with some states permitting very limited use of non-compete clauses and others allowing greater degrees of enforceability
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with some states permitting very limited use of non-compete and other restrictive covenants and others allowing greater
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Lloyd’ssyndicates combined) for which we place business represented an aggregate of 21.8% and 22.7% of our revenues
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Lloyd’s syndicates combined) for which we place business represented an aggregate of 20.6% and 20.9% of our revenues
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represented 25.7% and 27.6% of our revenues for the years ended December 31, 2024 and 2023, respectively. Should our
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represented 25.2% and 26.9% of our revenues for the years ended December 31, 2025 and 2024, respectively. Should our
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Our ability to attract insurance carriers, retail brokers and agents to our MGUs, programs and binding authority
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Our ability to attract insurance carriers, retail brokers, and agents to our MGAs and MGUs, programs, and
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operations is significantly dependent on our ability to effectively evaluate risks in accordance with insurer underwriting
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binding authority operations is significantly dependent on our ability to effectively evaluate risks in accordance with
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policies. Our business depends significantly on the accuracy and success of our underwriting model and the skill of our
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insurer underwriting guidelines. Our business depends significantly on the accuracy and success of our underwriting
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underwriters. To conduct this evaluation, we use proprietary underwriting models and third-party tools. If our underwriters
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models and the skill of our underwriters. To conduct this evaluation, we use proprietary underwriting models and third-
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do not perform with the expected level of skill or any of the models or tools that we use contain programming or other
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party tools. If our underwriters do not perform with the expected level of skill, any of the models or tools that we use are
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errors, are ineffective or the data provided by clients or third parties is incorrect or stale, or if we are unable to obtain
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ineffective or contain programming or other errors, the data provided by clients or third parties is incorrect or stale, or if we
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accurate data from clients or third parties, our pricing and approval process could be negatively affected, resulting in
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are unable to obtain accurate data from clients or third parties our pricing and approval process could be negatively
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potential violations of underwriting authority and loss of business. This could damage our reputation and relationships with
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affected, resulting in potential violations of underwriting authority and loss of business. This could damage our reputation
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insurance carriers, retail brokers and agents, which could harm our business, financial condition and results of operations.
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and relationships with insurance carriers, retail brokers, and agents which could harm our business, financial condition, and
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negligent, misleading or fraudulent behavior and damage to our reputation could have a material adverse effect on our
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Damage to our reputation could have a material adverse effect on our business and we are subject to economic and
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We are subject to economic and reputational harm if companies with which we do business engage in negligent, grossly
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reputational harm if companies with which we do business engage in negligent, grossly negligent, misleading, or
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Our ability to attract and retain clients, employees, investors, capital and insurer trading partners is highly
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Our ability to attract and retain clients, employees, investors, insurer trading partners, and other capital is highly
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dependent upon the external perceptions of our level of service, trustworthiness, business practices, financial condition and
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dependent upon the subjective external perceptions of our level of service, trustworthiness, business practices, financial
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other subjective qualities. Negative perceptions or publicity regarding these matters could erode trust and confidence and
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condition, and other qualities. Negative perceptions or publicity regarding these matters could erode trust and confidence
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damage our reputation among existing and potential clients which in turn could make it difficult for us to maintain existing
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and damage our reputation among existing and potential clients, which in turn could make it difficult for us to maintain
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clients and attract new ones. Damage to our reputation due to a failure to proactively communicate to stakeholders on
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existing clients and attract new ones. Damage to our reputation due to a failure to proactively communicate to stakeholders
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changes in strategy and business plans could further affect the confidence of our clients, regulators, creditors, investors,
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changes in strategy and business plans could further affect the confidence that our clients, regulators, creditors, investors,
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insurer trading partners and other parties that are important to our business, having a material adverse effect on our
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insurer trading partners, and other parties that are important to our business have in us, which could have a material adverse
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business, ability to raise capital, financial condition, and results of operations.
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effect on our business, ability to raise capital, financial condition, and results of operations.
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face potential liability for damages and reputational harm. During 2022, the Company placed certain insurance policies
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face potential liability for damages, and reputational harm, which could harm our business, financial condition, and results
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through a trading partner with the understanding that the policies were underwritten by highly rated insurance capital. The
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understanding that the policies were underwritten by highly rated insurance capital. The policies were instead underwritten
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policies were instead underwritten by an insurance carrier that was not considered satisfactory by the Company or the
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by an insurance carrier that was not considered satisfactory by the Company or the insureds. The Company committed to
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insureds. The Company committed to securing replacement coverage, to the extent commercially available, from highly
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securing replacement coverage, to the extent commercially available, from highly rated insurance companies on terms
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rated insurance companies on terms substantially similar to the insurance coverage originally agreed upon. As a result of
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substantially similar to the insurance coverage originally agreed upon. As a result of this unusual circumstance, the
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adequate access to financing and the ability to finance acquisitions on acceptable terms, and successfully integrate them
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adequate access to financing on acceptable terms, and successfully integrate them into our existing businesses.
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insurance markets, data providers, plan trustees, payroll service providers, benefits administrators, software and system
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insurance markets, data providers, plan trustees, transaction processors, IT service providers, payroll service providers,
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vendors, health plan providers, and providers of human resources, among others. As we do not fully control the actions of
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benefits administrators, software and system vendors, health plan providers, and providers of human resources, among
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these third parties, we are subject to the risk that their decisions, actions, or inactions may adversely impact us, and
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others. As we do not fully control the actions of these third parties, we are subject to the risk that their decisions, actions, or
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replacing these service providers could create significant delay and expense. A failure by third parties to comply with
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inactions may adversely impact us, and replacing these service providers could create significant delay and expense. A
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service-level agreements or regulatory or legal requirements in a high-quality and timely manner, particularly during
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failure by third parties to comply with service-level agreements or regulatory or legal requirements in a high-quality and
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periods of our peak demand for their services, could result in economic and reputational harm to us. In addition, we face
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timely manner, particularly during periods of our peak demand for their services, could result in economic and reputational
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with insurance carriers, retail brokers, and agents;
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Contingencies” in the footnotes to the consolidated financial statements in this Annual Report.
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impact our business, financial condition, and results of operations.
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developments could harm our business, financial condition, and results of operations.
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terminated with a similar program with other insurance carriers.
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affect our business, financial condition, and results of operations.
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alleged to be, deficient, inaccurate, or biased, our business, financial condition, and results of operations may be adversely
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financial condition, and results of operations.
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have a material adverse effect on our business, results of operations and financial condition.
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become aware, on a timely basis, of negative business developments, such as the possible loss of an important client,
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our trademarks and other intellectual property, our competitors and other third parties may misappropriate our intellectual
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not aware of any challenges to our right to use any of our brand names or trademarks.
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including the potential for fines and penalties.
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and other factors beyond our control.
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factors, we cannot precisely quantify the likely tax benefits we will realize as a result of the LLC Common Unit exchanges
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and the resulting amounts we are likely to pay out to the current or certain former LLC Unitholders, collectively, pursuant
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superior to the rights of stockholders;
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make it more difficult for a third-party to acquire us; and
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relationships with insurance carriers, retail brokers and agents;
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additional discussion, see “Note 16—Commitments and Contingencies” in the footnotes to the consolidated financial
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compete effectively and adversely affect our results of operations. Additionally, if the content, analyses, or
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Specialty,” are not registered, and we rely on common law trademark protection to protect this intellectual property. Even
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other third parties occasionally attempt to challenge the breadth of our ability to prevent others from using similar marks or
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of our brand names or trademarks.
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facilitate compliance. The risk of noncompliance poses significant regulatory exposure, including the potential for fines
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In the past, state regulators have scrutinized the manner in which insurance brokers are compensated. These
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actions have created uncertainty concerning long-standing methods of compensating insurance brokers. Given that the
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insurance brokerage industry has faced scrutiny from regulators in the past over its compensation practices, and the
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transparency and discourse to clients regarding brokers’ compensation, it is possible that regulators may choose to revisit
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the same or other practices in the future. If they do so, compliance with new regulations along with any sanctions that
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might be imposed for past practices deemed improper could have an adverse impact on our future results of operations and
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inflict significant reputational harm on our business.
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of shares of Class A common stock.