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

December 31, 2025, the Company owned 49.1% of the outstanding LLC Common Units.

Basis of Presentation

The accompanying consolidated financial statements and notes thereto have been prepared in accordance with U.S. GAAP.

The consolidated financial statements include the Company’s accounts and those of all controlled subsidiaries. In the

opinion of management, the consolidated 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 consolidated 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 (“ASC”) 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 consolidated financial statements and notes thereto requires management to make estimates,

judgments, and assumptions that affect the amounts reported in the consolidated 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.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Segment Reporting

In accordance with ASC 280, Segment Reporting, Ryan Specialty’s operations are reported as a single operating and

reporting segment. See Note 19, Segment Reporting, for additional information on the Company’s segment reporting.

Revenue Recognition

The Company generates revenues primarily through commissions and fees from customers, as well as compensation from

insurance and reinsurance companies for services provided to them.

The Company incurs both costs to fulfill contracts, principally in pre-placement activities, and costs to obtain contracts,

principally through certain sales commissions paid to employees. For situations in which the renewal period is one year or

less and renewal costs are commensurate with the initial contract, the Company applies a practical expedient and

recognizes the costs of obtaining a contract as an expense when incurred.

Net Commissions and Policy Fees

Net commissions and policy fees revenue is primarily based on a percentage of premiums or fees received for an agreed-

upon level of service. The Company’s customers for this revenue stream are agents of the insured. The net commissions

and policy fees are recognized at the point in time when an insurance policy is bound and issued, which occurs on the later

of the policy effective date or the date the Company receives a request to bind coverage from the customer. Most insurance

premiums are subject to cancellations; therefore, commission revenue is considered to be variable consideration at the

contract effective date and is recognized net of aconstraint for estimated policy cancellations. Estimated policy

cancellations are based upon the Company’s historical cancellations. Any endorsement made to a contract is treated as a

new contract with revenue recognized on the later of the endorsement effective date or the date the Company receives a

request to bind coverage from the customer.

Supplemental and Contingent Commissions

Supplemental and contingent commissions are additional revenues paid to the Company based on the volume and/or

underwriting profitability of the eligible insurance contracts placed. The Company’s performance obligation is satisfied and

revenue is recognized over time using the output method as the Company places eligible or profitable policies. For this

revenue stream, the customer is the carrier as the carrier is the entity that will ultimately pay the Company additional

revenues once certain volume and/or profitability targets are achieved by the carrier. Because of the limited visibility into

the satisfaction of performance indicators outlined in the contracts, the Company constrains such revenues until the time

that the carrier provides explicit confirmation of amounts owed to the Company to avoid a significant reversal of revenue

in a future period. The uncertainty regarding the ultimate transaction price for contingent commissions is principally the

profitability of the underlying insurance policies placed as determined by the development of loss ratios maintained by the

carriers. The uncertainty is resolved over the contractual term as actual results are achieved.

Loss Mitigation Fees

Loss mitigation fees, or mergers and acquisitions (“M&A”) fees, consist of revenue earned from the review of due

diligence and other relevant information in underwriting a risk. The customer of this revenue stream is the agent of the

insured. The performance obligation is the production of an Expense Agreement (“EA”) or Letter of Intent (“LOI”). As the

M&A fees are not dependent on the outcome of the risk being insured, the Company recognizes these fees at the point in

time when control transfers to the customer, which occurs on the effective date of an executed EA or LOI.

Disaggregation of Revenue

Wholesale Brokerage revenue primarily includes insurance commissions and fees for services rendered to retail agents and

brokers, as well as supplemental and contingent commissions from carriers. Wholesale Brokerage distributes a wide range

and diversified mix of specialty property, casualty, professional lines, and workers’ compensation insurance products from

insurance carriers to retail brokerage firms.

Binding Authority revenue primarily includes insurance commissions, including supplemental and contingent commissions

from carriers. The Company’s binding authorities receive underwriting authority from a variety of carriers for both

Admitted and non-admitted business for small- to mid-size risks. Wholesale binding authorities generally have authority to

bind coverage on behalf of an insurance carrier for a specific type of risk, subject to agreed-upon guidelines and limits.

Wholesale binding authorities receive submissions for insurance directly from retail brokers, evaluate price, make

underwriting decisions regarding these submissions, and bind and issue policies on behalf of insurance carriers. Wholesale

binding authorities are typically created to handle large volumes of small-premium policies across commercial and

personal lines within strictly defined underwriting criteria. Binding authorities allow the insured to access additional capital

and the carrier to efficiently aggregate its distribution.

Underwriting Management revenue primarily includes insurance commissions, including contingent commissions for

placing profitable business with carrier partners, reinsurance commissions, and loss mitigation fees. Underwriting

Management provides retail and wholesale brokers specialty market expertise in distinct and complex market niches

underserved in today’s marketplace through MGUs, which act on behalf of insurance carriers that have given the Company

the authority to underwrite and bind coverage for specific risks in a cost-effective manner, and programs that offer

commercial and personal insurance for specific product lines or industry classes.

Contract Balances

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

medical stop loss business, and multi-year structured solutions business, are included within Commissions and fees

receivable – net on the Consolidated Balance Sheets. These assets relate to the unbilled amounts of services for which the

Company recognizes revenue over time. Payment related to contract assets is typically due within one year of the

completed performance obligation. Occasionally, the Company receives cash payments from customers in advance of the

Company’s performance obligation being satisfied, which represent a contract liability and are included within Accounts

payable and accrued liabilities on the Consolidated Balance Sheets. Contract liabilities are recognized as revenue when the

performance obligations are satisfied.

Cash and Cash Equivalents

Cash and cash equivalents include cash in demand deposit accounts and short-term investments, consisting principally of

AAA-rated money market funds and treasury bills, having original maturities of 90 days or less. Interest income is

recognized in Interest expense, net on the Consolidated Statements of Income.

Commissions and Fees Receivable

The Company earns commissions and fees through its Wholesale Brokerage, Binding Authority, and Underwriting

Management Specialties. The Company records a receivable once a performance obligation is satisfied. In some instances,

the Company advances premiums on behalf of clients, or advances claims payments and refunds to clients on behalf of

underwriters. These amounts are reflected within Commissions and fees receivable – net on the Consolidated Balance

Sheets.

The Company’s receivables are shown net of an allowance for expected credit losses, which is estimated based on a

combination of factors, including evaluation of historical write-offs, current economic conditions, aging of balances, and

other qualitative and quantitative analyses.

Fiduciary Assets, Fiduciary Liabilities, and Related Income

In its role as an insurance intermediary, the Company collects and remits amounts between insurance agents and brokers

and insurance underwriters. Because these amounts are collected on behalf of third parties, they are excluded from the

measurement of the transaction price. Similarly, the Company elected to exclude surplus lines taxes from the measurement

of the transaction price, as these are assessed by and remitted to governmental authorities. The Company recognizes

fiduciary amounts collectible and held on behalf of others, including insurance policyholders, clients, other insurance

intermediaries, and insurance carriers, as Fiduciary cash and receivables on the Consolidated Balance Sheets. Cash and

cash equivalents held in excess of the amount required to meet the Company’s fiduciary obligations are recognized as Cash

and cash equivalents on the Consolidated Balance Sheets. The Company recognizes premiums, claims payable, and surplus

lines taxes as Fiduciary liabilities on the Consolidated Balance Sheets. The Company does not have any rights or

obligations in connection with these amounts with the exception of segregating these amounts from the Company’s

operating accounts and liabilities.

Unremitted insurance premiums are held in a fiduciary capacity until disbursement. The Company holds these funds in

cash and, where permitted, cash equivalents, including AAA-rated money market funds registered with the U.S. Securities

and Exchange Commission under Rule 2a-7 of the Investment Company Act of 1940. Interest income is earned on the

unremitted funds, which is included in Fiduciary investment income in the Consolidated Statements of Income. Interest

earned on fiduciary funds held is not accounted for under ASC 606, Revenue from Contracts with Customers.

Goodwill and Intangible Assets

Goodwill

Goodwill represents the excess of consideration transferred over the fair value of the net assets acquired in the acquisition

of a business. The Company recognizes goodwill as the amount of consideration transferred which cannot be assigned to

other tangible or intangible assets and liabilities.

The Company reviews goodwill for impairment at least annually, and whenever events or changes in circumstances

indicate that the carrying value of the reporting unit may not be recoverable. In the performance of the annual evaluation,

the Company also considers qualitative and quantitative developments between the date of the goodwill impairment review

and the fiscal year end to determine if an impairment should be recognized.

The Company reviews goodwill for impairment at the reporting unit level, which coincides with the operating segment,

Ryan Specialty. The determinations of impairment indicators and the fair value of the reporting unit are based on estimates

and assumptions related to the amount and timing of future cash flows and future interest rates. Such estimates and

assumptions could change in the future as more information becomes available, which could impact the amounts reported

and disclosed herein.

Intangible Assets

Intangible assets consist primarily of customer relationships. Customer relationships are amortized over their estimated

useful lives, ranging fromone tofifteen years, in proportion with the realization of their economic benefit. Generally, the

Company uses outside valuation specialists to value acquired intangible assets. Other intangible assets include trade names,

internally developed software, and assembled workforces, which are amortized over their estimated useful lives, typically

one tothree years, four toseven years, andfive years, respectively. The Company hasno indefinite-lived intangible assets.

Equity Method Investments

The Company uses the equity method to account for equity investments for which the Company has the ability to exercise

significant influence, but not control, over the investee’s operating and financial policies. Equity method investmentsare

initially recorded at cost and subsequently adjusted to recognize the Company’s proportionate share of the investee’s net

income or loss. The Company’s proportionate share of the other comprehensive income or loss from equity method

investments is reflected on the Consolidated Statements of Comprehensive Income. Intra-entity profits or losses arising

from transactions with equity method investees are eliminated in proportion with the Company’s ownership interest until

realized by the investee. The eliminations are recognized through Equity method investments on the Consolidated Balance

Sheets and Income from equity method investments on the Consolidated Statements of Income. The Company may incur

certain expenses on behalf of its investees, which are recognized within Income from equity method investments on the

Consolidated Statements of Income. The Company’s equity method investments are evaluated for impairment whenever

events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. If the impairment

is determined to be other-than-temporary, the Company will recognize an impairment loss equal to the difference between

the expected realizable value and the carrying value of the investment.

Leases

The Company evaluates contracts entered into to determine whether the contract involves the use of an asset. The

Company then evaluates whether it controls the use of the asset, which is determined by assessing whether it obtains

substantially all economic benefits from the use of the asset, and whether it has the right to direct the use of the asset. If

these criteria are met and a lease has been identified, the Company accounts for the contract under the requirements of ASC

842, Leases.

The Company’s leased assets consist primarily of real estate for occupied offices and office equipment. Certain of these

leases have options permitting renewals for additional periods or clauses allowing for early termination, and where those

are reasonably certain to be executed, they are recognized as a component of the initial lease term. All of the Company’s

real estate leases and office equipment leases are recognized as operating leases. The Company also subleases some real

estate properties to third parties, which are classified as operating leases. The Company recognizes lease payments for

short-term leases of twelve months or less on a straight-line basis over the lease term in the Consolidated Statements of

Income.

For leases in which an implicit rate is not provided in the contract, the Company uses an incremental borrowing rate based

on the information available at the lease commencement date in determining the present value of lease payments. The

Company does not account for separate lease components of a contract and its associated non-lease components as a single

lease component. Further, variable expenses related to real estate and office equipment leases are expensed as incurred.

At the lease commencement for operating leases, the Company recognizes the total lease liability through the lease term as

the present value of all remaining payments, discounted by the rate determined at commencement. Operating leases are

included in Lease right-of-use assets, Current Operating lease liabilities, and Non-current Operating lease liabilities on the

Consolidated Balance Sheets. In the event the lease liability is remeasured due to a change in the scope of, or the

consideration for, a lease, an adjustment is made to the right-of-use asset. If a right-of-use asset is impaired, the impairment

charge is recognized within General and administrative expense on the Consolidated Statements of Income.

Equity-Based Compensation

The Company issues equity-based awards to employees in the form of Restricted Stock, Restricted Stock Units (“RSUs”),

Performance Stock Units (“PSUs”), Stock Options, Restricted Common Units, Restricted LLC Units (“RLUs”),

Performance LLC Units (“PLUs”), and Class C Incentive Units. Compensation expense for equity awards is measured at

the grant date fair value. The grant date fair value of Restricted Stock and RSUs is based on the closing price of the

underlying stock the day prior to issuance. The grant date fair value of RLUs is valued consistently to RSUs less a discount

for the lower distributions that they are entitled to accrue. The grant date fair value of Stock Options is estimated using the

Black-Scholes option pricing model, and the grant date fair value of PSUs, PLUs, Restricted Common Units and Class C

Incentive Units is estimated using a Monte Carlo simulation based pricing model. These pricing models require

management to make assumptions with respect to the fair value of the equity awards on the grant date, including the

expected term of the award, the expected volatility of the Company’s stock based on a period of time generally

commensurate with the expected term of the award, risk-free interest rates, and expected dividend yields of the Company’s

Class A common stock, among other items including the Company’s Class A common stock price and taxable income

forecasts. These assumptions reflect the Company’s best estimates, but they involve inherent uncertainties based on market

conditions generally outside the control of the Company. As a result, if other assumptions are used, compensation expense

could be materially impacted.

The Company accounts for equity-based compensation in accordance with ASC 718, Compensation- Stock Compensation

(“ASC 718”). In accordance with ASC 718, compensation expense is measured at the estimated grant date fair value of the

equity-based awards and is expensed over the vesting period during which an employee provides service in exchange for

the award. Compensation expense is recognized using the graded vesting attribution method and forfeitures are accounted

for as they occur. For performance-based awards, the Company assesses the probability of achieving the relevant

performance metrics each reporting period. If the Company determines that it is no longer probable that a performance

metric will be achieved, the expense previously recognized for the related awards is reversed. Equity-based compensation

expense is recorded in Compensation and benefits on the Consolidated Statements of Income. See Note 10, Equity-Based

Compensation, for additional information on the Company’s equity-based compensation awards.

Earnings Per Share

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

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

computed by dividing net earnings attributable to Ryan Specialty Holdings, Inc. by the number of weighted-average shares

of Class A common stock outstanding during the period after adjusting for the impact of securities that would have a

dilutive effect on earnings per share. See Note 11, Earnings Per Share, for additional information on dilutive securities.

Derivative Instruments and Hedging Activities

The Company generally uses derivative financial instruments to manage the risk profile of existing underlying exposures,

including changes in interest rates and foreign currency exchange rates. For cash flow hedges, the Company assesses

effectiveness both at inception and on an on-going basis. For hedging derivatives that qualify as effective cash flow hedges,

the Company records the cumulative changes in the fair value of the financial instrument in Other comprehensive income

(loss) (“OCI”). Amounts recorded in OCI are reclassified into earnings in the periods in which earnings are affected by the

hedged cash flow. If a derivative is not designated as an accounting hedge, such as forward contracts periodically used by

the Company to limit foreign currency exchange rate exposure, the change in fair value is recorded in earnings. The

Company utilized an interest rate cap for interest rate risk management purposes. The Company amortized the premium

paid for the interest rate cap on a straight-line basis over the life of the instrument. The premium amortization was

recognized in Interest expense, net on the Consolidated Statements of Income. The Company recognizes cash flows related

to designated and non-designated hedges in the same section of the Consolidated Statement of Cash Flows as the cash

flows related to the item being hedged. The Company does not hold or issue derivative instruments for trading or

speculative purposes. See Note 12, Derivatives, for further discussion of derivative financial instruments.

Defined Contribution Plan

The Company offers a defined contribution retirement benefit plan, the Ryan Specialty Employee Savings Plan (the

“Savings Plan”), to all eligible U.S. employees, based on a minimum number of service hours in a year. Under the Savings

Plan, eligible employees may contribute a percentage of their compensation, subject to certain limitations. Further, the

Savings Plan authorizes the Company to make a discretionary matching contribution, which has historically equaled 50%

of each eligible employee’s contribution. The Company makes discretionary matching contributions throughout the year

and recognizes expense for the matching contribution in the period where requisite employee service is performed. The

Company recognized expense related to discretionary matching contributions of$31.0 million,$25.3 million, and$21.3

million for the years ended December 31, 2025,2024, and 2023, respectively, which was included in Compensation and

benefits on the Consolidated Statements of Income.

Deferred Compensation Plan

The Company offers a non-qualified deferred compensation plan to certain senior employees and members of management.

Under this plan, amounts deferred remain assets of the Company and are subject to the claims of the Company’s creditors

in the event of insolvency. Amounts deferred are not invested in any funds. However, the liability balance is updated to

reflect hypothetical interest, earnings, appreciation, losses, and depreciation that would be accrued or realized if the

deferred compensation amounts had been invested in the applicable benchmark investments. Changes in the value of

deferred amounts held are recognized within Compensation and benefits in the Consolidated Statements of Income. The

Company recognized liabilities for employee deferrals, inclusive of changes in the value of deferred amounts held, of$8.0

million and$5.2 million in Current Accrued compensation as of December 31, 2025 and 2024, respectively, and$50.8

million and$36.5 million in Non-current Accrued compensation on the Consolidated Balance Sheets as of December 31,

2025 and 2024, respectively.

Non-Controlling Interests

As noted above, the Company consolidates the financial results of the LLC; therefore, it reports non-controlling interests

based on the LLC Common Units not owned by the Company on the Consolidated Balance Sheets. Net income and OCI

are attributed to the non-controlling interests based on the weighted-average LLC Common Units outstanding during the

period. Net income attributable to the non-controlling interests is presented on the Consolidated Statements of Income.

Refer to Note 9, Stockholders’ Equity, for more information.

The non-controlling interest holders may, subject to certain exceptions, exchange some or all of their LLC Common Units

for newly-issued shares of Class A common stock on aone-for-one basis, or for cash, at the Company’s election

(determined by a majority of the Company’s directors who are disinterested) and only to the extent that the Company has

received cash proceeds pursuant to a secondary offering. As any redemption settled in cash would be limited to proceeds

received from the sale of new permanent equity securities, the Non-controlling interests are classified as permanent equity

on the Consolidated Balance Sheets.

Captive Insurance Cells

Through acquisitions, the Company has an ownership interest inthree entities that hold segregated account protected cell

captives. These entities are structured with protected cell captives for each insured (“Captive Cells”) and the core regulated

companies (“Core Companies”). The Core Companies are owned and operated by the Company, and are not exposed to the

insurance and investment risks that the Captive Cells are designed to create and distribute on behalf of the insureds. The

Company has a variable interest in the Core Companies due to its ownership interests, however, as the Core Companies are

not exposed to the variability of the Captive Cells, only the activity of the regulated Core Companies is recorded in the

Company’s consolidated financial statements, including cash and any expenses incurred to operate the Captive Cells.

Litigation and Contingent Liabilities

The Company is subject to various legal actions related to claims, lawsuits, and proceedings incident to the nature of the

business. The Company records liabilities for loss contingencies when it is probable that a liability has been incurred on or

before the balance sheet date and the amount of the liability can be reasonably estimated. The Company does not discount

such contingent liabilities and recognizes related legal costs, such as fees and expenses of external counsel and other

service providers, as period expenses when incurred. Loss contingencies are recorded within Accounts payable and accrued

liabilities on the Consolidated Balance Sheets. Significant management judgment is required to estimate the amounts of

such contingent liabilities. The Company records loss recoveries from E&O insurance coverage, up to the amount of the

financial statement loss incurred, when the realization of the indemnity for a claim presented under the Company’s E&O

insurance coverage is deemed probable in Other current assets on the Consolidated Balance Sheets. In order to assess

potential liabilities and any recoveries, the Company analyzes the litigation exposure based upon available information,

including consultation with counsel handling the defense of these matters. As these liabilities are uncertain by their nature,

the recorded amounts may change due to a variety of factors, including new developments or changes in the approach, such

as changing the settlement strategy as applicable to a matter.

Foreign Currency Translation

The Company assigns functional currencies to its foreign operations, which are generally the currencies of the local

operating environment. Balances denominated in non-functional currency are remeasured to the functional currency using

current exchange rates, and the resulting foreign exchange gains or losses are reflected in earnings. Functional currency

balances are then translated into the reporting currency (i.e., USD) using (i) exchange rates at the balance sheet date for

items reported as assets or liabilities on the Consolidated Balance Sheets, (ii) historical rates for items reported in the

Consolidated Statements of Stockholders’ Equity other than retained earnings, and (iii) average exchange rates for items

recorded in earnings and included in retained earnings. The resulting change in unrealized translation gains or losses is a

component of Accumulated other comprehensive income on the Consolidated Balance Sheets.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are

recognized for the future tax consequences attributable to differences between the financial statement carrying values of

existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted

tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect of a

change in tax rates on deferred tax assets and deferred tax liabilities is recognized in income in the period that includes the

enactment date.

The Company recognizes deferred tax assets to the extent that it is believed that these assets are more likely than not to be

realized. In making such a determination, the Company considers all available positive and negative evidence, including

future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies,

carryback potential if permitted under the tax law, and results of recent operations. A valuation allowance is provided if it

is determined that it is more likely than not that the deferred tax asset will not be realized.

The Company evaluates and accounts for uncertain tax positions in accordance with ASC 740, Income Taxes, using a two-

step approach. Recognition (step one) occurs when the Company concludes that a tax position, based solely on its technical

merits, is more likely than not to be sustainable upon examination. Measurement (step two) determines the amount of tax

benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full

knowledge of all relevant information. Derecognition of a tax position that was previously recognized would occur if the

Company subsequently determines that a tax position no longer meets the more likely than not threshold of being

sustained. The Company records interest, and penalties where applicable, net of any applicable related income tax benefit,

on potential income tax contingencies as a component of Income tax expense on the Consolidated Statements of Income.

Holders of the LLC Common Units, including the Company, incur U.S. federal, state, and local income taxes on their share

of any taxable income of the LLC. The LLC Operating Agreement provides for pro rata cash distributions (“Members’ Tax

Distributions”) to the holders of the LLC Common Units in an amount generally calculated to provide each holder of LLC

Common Units with sufficient cash to cover their tax liability in respect of the LLC Common Units. In general, these

Members’ Tax Distributions are computed based on the LLC’s estimated taxable income, multiplied by an assumed tax rate

as set forth in the LLC Operating Agreement.

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 amount of net cash savings, if any, in U.S.

federal, state, and local income taxes the Company actually realizes (or under certain circumstances are 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 tax benefits attributable to

payments that the Company makes under the TRA (“TRA Payment Tax Attributes”).

The Company accounts for amounts payable under the TRA in accordance with ASC 450, Contingencies. The amounts

payable under the TRA will vary depending upon a number of factors, including the timing of exchanges by the LLC

Unitholders, the amount of gain recognized by the LLC Unitholders, the amount and timing of the taxable income the

Company generates in the future, and the federal tax rates then applicable. Actual tax benefits realized by the Company

may differ from tax benefits calculated under the TRA as a result of the use of certain assumptions in the agreement. Any

such changes in these factors or changes in the Company’s determination of the need for a valuation allowance related to

the tax benefits acquired under the TRA could adjust the Tax Receivable Agreement liabilities recognized on the

The Company accounts for the effects of the increases in tax basis and associated liabilities under the TRA arising from

exchanges with respect to Exchange Tax Attributes and TRA Payment Tax Attributes (i) by recording an increase in

deferred tax assets for the estimated income tax effects of the increases in tax basis based on the enacted federal and state

tax rates at the date of the exchange, (ii) to the extent it is estimated that the Company will not realize the full benefit

represented by the deferred tax asset, based on an analysis that will consider, among other things, our expectation of future

earnings, by reducing the deferred tax asset with a valuation allowance, and (iii) by recording an offsetting increase in the

Tax Receivable Agreement liability for 85% of the realizable tax benefit and an increase in Additional paid-in capital for

the remaining 15% of the realizable tax benefit on the Consolidated Balance Sheets.

The Company accounts for the associated liability under the TRA arising from exchanges with respect to the Pre-IPO

M&A Tax Attributes by recording an increase in the Tax Receivable Agreement liability for 85% of the realizable tax

benefits associated with the Pre-IPO M&A Tax Attributes with an offsetting decrease to Additional paid-in capital on the

Subsequent changes to the initial establishment of the increases in deferred tax assets and Tax Receivable Agreement

liability between reporting periods will be recognized in the Consolidated Statements of Stockholders’ Equity as the

exchanges represent transactions among shareholders. Subsequent changes in the fair value of the Tax Receivable

Agreement liabilities between reporting periods, as well as any interest accrued on the TRA between the Company’s annual

tax filing date and the TRA payment date, are recognized in the Consolidated Statements of Income. In the unlikely event

of an early termination of the TRA, either due to Company default or a change of control, the Company is required to pay

to each holder of the TRA an early termination payment equal to the discounted present value of all unpaid TRA payments.

Recently Issued Accounting Pronouncements

New Accounting Pronouncements Recently Adopted

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

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

of rate reconciliation categories and income taxes paid by jurisdiction. This ASU is effective forannual reporting periods

beginning after December 15, 2024. The amendments in this ASU should be applied on a prospective basis, however,

retrospective application is permitted. The Company adopted this ASU retrospectively as of December 31, 2025. See Note

17, Income Taxes, for the resulting incremental disclosures related to the Company’s income taxes.

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 early adopted this ASU prospectively in the third quarterof 2025, with no material

impact to the consolidated financial statements or disclosures.

In November 2025, the FASB issued ASU 2025-09 Derivatives and Hedging (Topic 815) — Hedge Accounting

Improvements, which includes amendments to better align hedge accounting with the economics of an entity’s risk

management activities by allowing entities to achieve and sustain hedge accounting for highly effective economic hedges

of forecasted transactions. This ASU is effective for annual reporting periods beginning after December 15, 2026, and

interim periods within those annual reporting periods, with early adoption permitted. The Company early adopted this ASU

as of December 31, 2025, and will apply it prospectively to new hedging relationships.

Recently Issued Accounting Pronouncements Not Yet Adopted

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 annual reporting periods 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.

In December 2025, the FASB issued ASU 2025-11 Interim Reporting (Topic 270) — Narrow-Scope Improvements, which

includes amendments that clarify when the interim reporting guidance is applicable, outlines the interim disclosures

required under this guidance and all other ASC topics, and establishes a disclosure principle that requires an entity to

disclose material events that have occurred since the last annual reporting period. This ASU is effective for interim

reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The

amendments in this ASU may be applied prospectively or retrospectively. The Company is currently evaluating the impact

of adopting this ASU on its consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU 2025-12 Codification Improvements, which includes amendments that provide

clarification, correct technical errors, and make minor improvements with the intent to make the Accounting Standard

Codification easier to understand and apply. This ASU is effective for annual reporting periods beginning after December

15, 2026, and interim periods within those annual reporting periods, with early adoption permitted. The amendments in this

ASU may be applied prospectively 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, such

as the provision allowing accelerated tax deductions for qualified property and research expenditures, was signed into law

in the United States. OBBBA did not have a material impact on the Company’s consolidated financial statements or

disclosures for theyear ended December 31, 2025.

3. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue

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

Contract Balances

The contract assets balance, which is included within Commissions and fees receivable – net on the Consolidated Balance

Sheets, was$65.4 million and$35.6 million as of December 31, 2025 and 2024, respectively. The contract liability balance

related to deferred revenue, which is included in Accounts payable and accrued liabilities on the Consolidated Balance

Sheets, was$10.0 million and$8.7 million as of December 31, 2025 and 2024, respectively. During the year ended

December 31, 2025,$8.6 million of the contract liabilities outstanding as of December 31, 2024, were recognized as

revenue.

4. 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$549.6 million and contingent consideration of$19.6 million. 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 as of December 31, 2025.

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$28.9 million and

contingent consideration of$23.8 million. A measurement period adjustment related to net working capital of$0.2 million

was recognized as an increase in Goodwill on the Consolidated Balance Sheets as of December 31, 2025.

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

$67.2 million of cash consideration and$20.4 million of LLC Common Units. Measurement period adjustments related to

Commissions and fees receivable – net of$0.8 million, the initial valuation of Customer relationships of$0.4 million, and

net working capital of$0.6 million were recognized as a net$0.6 million increase in Goodwill on the Consolidated Balance

Sheets as of December 31, 2025.

On December 1, 2025, the Company completed the acquisition of Stewart Specialty Risk Underwriting Ltd. (“SSRU”), an

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

for$124.3 million of cash consideration and$8.1 million of RYAN Class A common stock.

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 generally ranging from two to five

years following the date of acquisition.

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

measurement period adjustments, during the year ended December 31, 2025:

1 Theacquired customer relationships have a weighted-average amortization period of 13.3 years.

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

one year from each acquisition date. The Company recognized acquisition-related expenses, which include advisory, legal,

accounting, valuation, and diligence-related costs, for the acquisitions above of$15.3 million during the year ended

December 31, 2025, in General and administrative expense on the Consolidated Statements of Income. The Company

recognized an aggregate$109.5 million of revenue related to the 2025 acquisitions above from their respective acquisition

dates during the year ended December 31, 2025. Estimated tax deductible goodwill of$42.1 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. During the year ended

December 31, 2024, 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

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. During the year ended December 31, 2024, a

measurement period adjustment related to working capital of$5.2 million was recognized as an increase in Goodwill on the

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. During the year ended December 31, 2024, 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.

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 included 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 December 31, 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$2.2 million, Deferred tax assets of$2.2

million, and Commissions and fees receivable – net of$4.7 million were recognized as increases in Goodwill on the

Consolidated Balance Sheets as of December 31, 2025.

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

related costs, for the 2024 acquisitions of$19.1 million during the year ended December 31, 2024, in General and

administrative expense on the Consolidated Statements of Income. The Company recognized an aggregate$102.8 million

of revenue related to the 2024 acquisitions from their respective acquisition dates during the year ended December 31,

2024. Estimated tax deductible goodwill of$735.8 million was generated as a result of these acquisitions. In conjunction

with the closing of the Castel acquisition, the deal-contingent foreign currency forward (the “Deal-Contingent Forward”),

as described in Note 12, Derivatives, was settled.

2023 Acquisitions

On January 3, 2023, the Company completed the acquisition of certain assets of Griffin Underwriting Services, a binding

authority specialist and wholesale insurance broker headquartered in Bellevue, Washington, for cash consideration of

$115.5 million.

On July 1, 2023, the Company completed the acquisitions of certain assets of ACE Benefit Partners, Inc., a medical stop

loss general agent headquartered in Eagle, Idaho, and Point6 Healthcare, LLC, a distributor of medical stop loss insurance

on behalf of retail brokers and third-party administrators headquartered in Plano, Texas, for an aggregate$46.8 million of

cash consideration and$2.3 million of contingent consideration. During the year ended December 31, 2024, a measurement

period adjustment related to the initial valuation of contingent consideration of$0.6 million was recognized as an increase

in Goodwill on the Consolidated Balance Sheets.

On July 3, 2023, the Company completed the acquisition of Socius Insurance Services (“Socius”), a national wholesale

insurance broker headquartered in Northern California, for$253.5 million of cash consideration,$5.8 million of contingent

consideration, and$2.7 million of RYAN Class A common stock.

On December 1, 2023, the Company completed the acquisition of AccuRisk Holdings, LLC (“AccuRisk”), a medical stop

loss managing general underwriter headquartered in Chicago, Illinois, for$98.3 million of cash consideration. During the

year ended December 31, 2024, measurement period adjustments related to the initial valuation of contingent consideration

of$0.3 million and Deferred tax assets of$0.4 million were recognized as increases in Goodwill on the Consolidated

Balance Sheets.

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

related costs, for the 2023 acquisitions of$7.1 million during the year ended December 31, 2023, in General and

administrative expense on the Consolidated Statements of Income. The Company recognized an aggregate$47.2 million of

revenue related to the 2023 acquisitions from their respective acquisition dates during the year ended December 31, 2023.

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 acquisitions occurred on January 1, 2024, the 2024 acquisitions occurred on January 1, 2023, and the 2023

acquisitions occurred on January 1, 2022. 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 dates 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 unaudited pro forma financial information includes adjustments related to incremental amortization expense on

acquired intangible assets, transaction costs, incremental income tax expense related to CCRs (as defined in Note 17,

Income Taxes), and the consequential tax effects of the pro forma adjustments. The unaudited pro forma financial

information also includes an adjustment for incremental financing costs and interest expense resulting from the debt

activity related to the US Assure and Innovisk acquisitions of$20.6 million and$99.0 million for the years ended

December 31, 2024 and 2023, respectively.

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 14, 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 December 31, 2025, the aggregate amount of maximum consideration related to acquisitions was$597.4 million of

contingent consideration and$13.5 million of contingently returnable consideration.

5. RECEIVABLES AND OTHER CURRENT ASSETS

Receivables

The Company had receivables of$489.0 million and$389.8 million outstanding as of December 31, 2025 and 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 expected credit losses. The Company’s allowance for expected

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 (“Geneva Re”) and Velocity Specialty

Insurance Company (“VSIC”). See Note 16, Related Parties, for further information regarding related parties. See Note 15,

Commitments and Contingencies, for further information on the insurance recoverable. See Note 12, Derivatives, for

further information on the interest rate cap.

6. GOODWILL AND OTHER INTANGIBLE ASSETS

The following table provides a summary of goodwill activity:

1 For the year ended December 31, 2025, the activity includes goodwill recognized from immaterial acquisitions not

disclosed in Note 4, Mergers and Acquisitions.

The net carrying amounts of finite-lived intangible assets are shown in the table below:

1 Other consists of trade names and assembled workforces.

The cost of internally developed software in development but not yet placed in service was$46.7 million and$30.8 million

as of December 31, 2025 and 2024, respectively.

The aggregate amortization expense from finite-lived intangible assets was$274.4 million,$157.8 million, and$106.8

million for the years ended December 31, 2025,2024, and 2023, respectively. The estimated future amortization for finite-

lived intangible assets as of December 31, 2025, was as follows:

7. 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:

The estimated future minimum payments of operating leases as of December 31, 2025, were as follows:

The Company hadthree leases with inception dates prior to December 31, 2025, that had not yet commenced as of

December 31, 2025, for total future estimated lease liabilities of$5.2 million.

8. 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:

The future maturities of long-term debt, which excludes premium financing notes, as of December 31, 2025, were as

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

December 31, 2025,$1,683.0 million of the principal was outstanding,$0.3 million of interest was accrued, and the related

unamortized deferred issuance costs were$23.6 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 December 31, 2025 and 2024. Due to the

nature of the instrument, the deferred issuance costs related to the facility of$7.5 million and$9.6 million as of

December 31, 2025 and 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$1,326.8 million as of December 31,

2025, as the facility was drawn on by$73.2 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 December 31, 2025

and 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 December 31, 2025, accrued interest on the facility was$0.1 million.

Borrowings under the Term Loan and the Revolving Credit Facility are secured by a first-priority lien and security interest

in substantially all of the assets, subject to certain exceptions, of existing and future material domestic subsidiaries of the

Company.

Senior Secured Notes due 2030

In February 2022, the LLC issued$400.0 million of Senior Secured Notes. As of December 31, 2025 and 2024, accrued

interest on the notes was$7.3 million, and the related unamortized deferred issuance costs were$4.6 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 December 31, 2025 and 2024, accrued interest on the notes was$29.4 million

and$20.0 million, respectively, and the related unamortized deferred issuance costs, including discount, were$19.5 million

and$21.8 million, respectively.

Subsidiary Units Subject to Mandatory Redemption

On December 29, 2025, Ryan Re Underwriting Managers, LLC (“Ryan Re”) settled its outstanding preferred units, which

were held by the Ryan Parties, and as a result, there were no longer units outstanding as of December 31, 2025. During the

year ended December 31, 2025, the Company made payments of$3.7 million to the Ryan Parties related to the units, which

consisted of return of the initial investment and accrued return. As the units were originally due June 13, 2034, and were

mandatorily redeemable, they were classified as Long-term debt on the Consolidated Balance Sheets as of December 31,

2024. The historical cost of the units was$3.3 million, which was valued using an implicit rate of 9.8%. Accretion of the

discount using the implicit rate was recognized within Interest expense, net on the Consolidated Statements of Income. See

Note 16, Related Parties, for further information on Ryan Re.

9. 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 10, Equity-Based

Compensation.

Class X Common Stock

During the year ended December 31, 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 December 31, 2025 or 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 December 31, 2025 or 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 year ended December 31, 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 the year ended December 31, 2025,$61.0

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 December 31, 2025 and 2024, the Company owned 49.1% and 47.9%, respectively, of the economic interests in the

LLC, while the non-controlling interest holders owned the remaining 50.9% 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 and OCI to

the Company and the non-controlling interest holders. The non-controlling interest holders’ weighted-average ownership

percentage was 51.5%,52.0%, and 56.1% for the years ended December 31, 2025,2024, and 2023, respectively.

During the year ended December 31, 2025, the Company declared a regular quarterly cash distribution of$0.05 per unit on

the LLC’s outstanding LLC Common Units. During the year ended December 31, 2025,$27.1 million in distributions were

paid to the non-controlling interest holders of the LLC Common Units

10. 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) RSUs, (ii) Staking Options, (iii)

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 thefive-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)PSUs, and (vi) 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 followed

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 IPO RSUs 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.

The weighted-average grant date fair value of Incentive RSUs granted during the years ended December 31, 2024 and

2023, was$53.39 and$41.37, respectively. The fair value of RSUs vested during the years ended December 31, 2025,

2024, and 2023, was$71.6 million,$46.2 million, and$19.8 million, respectively.

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.

The fair valueof Incentive Options granted during the year ended December 31, 2024, was determined using the Black-

Scholes option pricing model with the following assumptions:

There wereno Incentive Options granted during the years ended December 31, 2025 or 2023.

The use of a valuation model for Options 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 expected timeto

maturity was based on the weighted-average vesting term and contractual term of the awards. The risk-free interest rate

was based on U.S. Treasury rates commensurate with the expected life of the awards. The dividend yield was based on the

Company’s expected dividend rate.

As of December 31, 2025, there were 2,273,330,13,332, and 56,915, exercis able Reload, Staking, and Incentive Options,

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

outstanding and exercisable as of December 31, 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.

The weighted-average grant date fair value of Incentive RLUs granted during the years ended December 31, 2024 and

2023, was$51.33 and$41.14, respectively.

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$23.14 and$23.34 as of December 31, 2025 and 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 the year ended December 31, 2025.

Valuation Considerations

LLC Common Units are exchangeable into shares of Class A common stock of the Company on aone-to-one basis, which

entitles the unitholders to TRA payments resulting from 85% of the tax savings generated by the Company. The various

Class C Incentive Units have the same terms as the LLC Common Units, with the exception of their respective

participation thresholds. When the price of the Class A common stock exceeds the participation threshold, the Class C

Incentive Units can be exchanged for LLC Common Units of equal value and are entitled to the same TRA benefits upon

an exchange to Class A common stock. In order to value the Class C Incentive Units, the Company is required to make

certain assumptions with respect to select model inputs.

Due to the nature of the underlying risks inherent in TRA payments and the uncertainty as to when the participation

threshold will be satisfied for the various Class C Incentive Units, the Company uses a Monte Carlo simulation to explicitly

model the impact of future stock prices on the size of the amortizable asset, as well as the impact of different levels of

taxable income on the timing of the TRA payments, in a risk-neutral framework. For Class C Incentive Units granted

during the year ended December 31, 2023, the Monte Carlo simulation model used the following assumptions: the

simulated closing stock price, the simulated taxable income, the risk-free interest rate, the expected dividend yield, and the

expected volatility and correlation of the Company’s stock price and taxable income. The dividend yield was based on the

Company’s expected dividend rate at the time of 0.0%. The risk-free interest rate of 4.0% was based on U.S. Treasury rates

commensurate with a term of 30 years. The weighted-average grant date fair value of Class C Incentive Units granted

during the year ended December 31, 2023, was$22.98. There wereno Class C Incentive Units granted during the years

ended December 31, 2025 or 2024.

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 at least the minimum thresholds aremet, 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. During the year ended December 31, 2025, it

was determined that the Adjusted EBITDAC margin target for the executive PSUs and PLUs granted in fiscal year 2024

wasnot probable of being achieved and, as a result, the expense previously recognized for these awards was reversed.

The grant date fair values of the performance-based awards were determined using the Monte Carlo simulation valuation

model with the following assumptions:

The use of a valuation model for the PSUs and PLUs 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. The valuation also considers the

difference in Dividend Equivalents and Declared Distributions (as defined below) that PSUs and PLUs are entitled to

accrue. The weighted-average grant date fair values of PSUs and PLUs granted during the year ended December 31, 2024,

were$27.99 and$24.40, respectively.

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. During the years ended December 31, 2025,2024, and 2023,

the Company granted 23,230,22,935, and 19,698 Director Stock Grants, respectively, with weighted-average grant date

fair values of$69.94,$49.07, and$40.86, 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 December 31, 2025, the Company accrued$1.1 million and$0.1 million related to Dividend Equivalents and

Declared Distributions, respectively, in Accounts payable and accrued liabilities, and$4.3 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

Equity-Based Compensation Expense

As of December 31, 2025, the unrecognized equity-based compensation expense and the related weighted-average

remaining expense period, as applicable, related to the types of equity-based compensation awards described above were as

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.

11. EARNINGS PER SHARE

Basic earnings per share is computed by dividing netincome 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 numbers 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.

12. DERIVATIVES

Deal-Contingent Foreign Currency Forward

In December 2023, the Company entered into 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 had a$1,000.0 million notional

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

rate cap as a cash flow hedge, which remained effective through the instrument’s termination date.

For the years ended December 31, 2025,2024, and 2023, decreases of$13.9 million,$15.7 million, and$16.2 million,

respectively, in the fair value of the interest rate cap were recognized in OCI. See Note 17, Income Taxes, for further

information on the tax effects on OCI related to the interest rate cap.

The location and gains (losses) on derivatives were recognized on the Consolidated Statements of Income as follows:

The location and fair value of derivatives designated as hedging instruments were recognized on the Consolidated Balance

Sheets as follows:

See Note 14, Fair Value Measurements, for further information on the fair value of derivatives.

13. 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

the year ended December 31, 2025, with the exception of Cash and cash equivalents of$22.5 million, Other current assets

of$18.3 million, Deferred tax assets of$309.1 million, Accounts payable and accrued liabilities of$1.1 million, Other

non-current liabilities of$4.3 million, and the entire balance of the Tax Receivable Agreement liabilities of$459.0 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.

14. FAIR VALUE MEASUREMENTS

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

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 measurement 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 December 31,

2025 and 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, any current portion of such debt, and the units subject to mandatory

redemption, which were included only as of December 31, 2024, was$3,308.4 million and$3,275.1 million as of

December 31, 2025 and 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 have been classified as Level 3.

See Note 8, 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 12, Derivatives, for further information

on the Deal-Contingent Forward.

Interest Rate Cap

The Company used 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 was determined using the market standard methodology of discounting the

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

interest rates used in the calculation of projected receipts on the cap were 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 were considered Level 2 inputs. See Note 12, Derivatives, for further information on the interest rate cap.

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 December 31, 2025, the models used risk-free rates, expected volatility, and a

credit spread that ranged from 1.9% to 3.7%,6.2% to 21.5%, and 0.8% to 2.7%, 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 as of December 31,

2025 and 2024, were 4.2% to 6.4% and 5.0% to 6.6%, 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 4, 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$3.3 million and$1.3 million was recorded in Other current assets on the

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

$3.3 million and$4.2 million was recorded in Other non-current assets on the Consolidated Balance Sheets as of

December 31, 2025 and 2024, respectively. Contingent consideration of$55.9 million and$48.2 million was recorded in

Accounts payable and accrued liabilities on the Consolidated Balance Sheets as of December 31, 2025 and 2024,

respectively. Contingent consideration of$92.5 million and$80.9 million was recorded in Other non-current liabilities on

the Consolidated Balance Sheets as of December 31, 2025 and 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:

1 For the year ended December 31, 2025, the activity includes contingent consideration liabilities established for immaterial

acquisitions not disclosed in Note 4, Mergers and Acquisitions.

For the year ended December 31, 2025, the$1.9 million settlement of contingently returnable consideration is presented in

the financing section of the Consolidated Statements of Cash Flows. For the year ended December 31, 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 the year ended December 31, 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.

15. 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 E&O matters as well as disagreements between a carrier and the insured.

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$3.2

million and$4.9 million were recorded for outstanding matters as of December 31, 2025 and 2024, respectively. Loss

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

any loss recoveries of$4.0 million,$1.8 million, and$6.9 million of E&O expense for the years ended December 31, 2025,

2024, and 2023, 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 incurred losses arising

from the original placements and unpaid covered claims (collectively, the “Replacement Costs”).

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

recovery related to the claim for Replacement Costs of$20.2 million within Accounts payable and accrued liabilities and

Other current assets, respectively, on the Consolidated Balance Sheets as of December 31, 2024. During the year ended

December 31, 2025, the Company collected$22.1 million from its E&O insurance carriers related to the claim for the

Replacement Costs and there wasno remaining loss recovery outstanding at December 31, 2025. In the aggregate, the loss

contingency and related loss recovery resulted in a$2.5 million expense recognized in the year ended December 31, 2022,

and no further expense related to this matter has been recognized since. The Company does not expect any additional

Replacement Costs to arise in relation to this matter.

16. RELATED PARTIES

Equity Method Investments

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, a

Bermuda-regulated reinsurance company, and GR Bermuda SACLtd(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. The carrying value of the Company’s equity method investment in RIH was$92.7 million and$70.9 million as

of December 31, 2025 and 2024, respectively. 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.

Velocity Specialty Insurance Company

On May 1, 2025, the Company acquired a 9.9% interest in 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. The carrying value of the Company’s equity method investment in VSIC was$17.3 million

as of December 31, 2025.

Other Related Parties

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$0.3 million due from Geneva Re under this agreement as of December 31,

2025 and 2024.

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$1.6 million,$1.5 million, and$1.5 million for the years ended December 31, 2025,2024, and 2023,

respectively. Receivables due from Geneva Re under this agreement were$0.8 million and$0.7 million as of December 31,

2025 and 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$11.7 million,$10.5 million, and$7.5 million during the years ended December 31, 2025,

2024, and 2023, respectively. The Company had prepaid expenses of$6.4 million and$5.2 million as of December 31,

2025 and 2024, respectively, related to this services agreement. The prepaid expenses are included in Other currents assets

on the Consolidated Balance Sheets.

Claims Management Agreement with VSIC

Velocity Claims, LLC (“Velocity Claims”) and Velocity, wholly owned subsidiaries of the Company, are party to a claims

management agreement with VSIC under which Velocity Claims receives compensation equal to 1% of indemnity and

expenses paid, net of subrogation, on each claim that Velocity participates on. Revenue recognized from this agreement

was$0.3 million during the year ended December 31, 2025. Receivables due from VSIC under this agreement were$0.1

million as of December 31, 2025.

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 the aircraft of$0.9 million,$1.2 million, and$1.0 million for the

years ended December 31, 2025,2024, and 2023, respectively.

Personal Guarantee

In April 2021, Mr. Ryan personally guaranteed up to$10.0 million of the financial obligations of the Company under an

agency agreement with certain insurance companies that are affiliated with National Indemnity Company. The Company

did not pay Mr. Ryan any consideration for this guarantee. Mr. Ryan’s guarantee may be replaced by the Company with a

letter of credit at any time, subject to the prior approval of the insurance companies. Mr. Ryan will not personally guarantee

any further additional financial obligations of the Company or any of its subsidiaries.

17. 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.

The components of income before income taxes were as follows:

The components of income tax expense were as follows:

Reconciliations of income tax expense computed at the U.S. federal statutory income tax rate to the recognized income tax

expense and the U.S. statutory income tax rate to the Company’s effective tax rates are as follows:

1 The total non-cash deferred income tax expense resulting from CCRs for the years ended December 31, 2025,2024, and

2023, was$48.6 million,$9.5 million, and$18.4 million, respectively, of which$39.3 million,$7.1 million, and$15.1

million, respectively, was included in Domestic federal, and the remaining$9.3 million,$2.4 million, and$3.3 million,

respectively, was included in State and local income tax expense (benefit), net of federal benefit. Refer to the Common

Control Reorganization section below for more information.

2 Represents the income tax expense impact from the change in fair value of contingent consideration recognized for

acquisitions that resulted in CCRs.

3 For the year ended December 31, 2025, state and local income taxes in California, New York, New York City, and Texas

comprised the majority of this category. For the year ended December 31, 2024, state and local income taxes in California,

Illinois, New York, and New York City comprised the majority of this category. For the year ended December 31, 2023,

state and local income taxes in California, Illinois, and New York comprised the majority of this category.

Common Control Reorganizations (CCRs)

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 adjustments, resulted in a reduction of deferred tax assets in the Company’s basis

difference in its investment in the LLC of$146.0 million and a non-cash deferred income tax expense of$48.9 million for

the year ended December 31, 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 the year ended December 31, 2025.

Subsequent to the acquisition of Innovisk, which was purchased by Ryan Specialty Holdings, Inc., the Company

reorganized Innovisk and transferred the resulting LLCs and foreign subsidiaries to the LLC. This legal entity

reorganization was considered a transaction between entities under common control. The CCR resulted in deferred tax

liabilities of$40.7 million and a non-cash deferred income tax expense of$11.4 million for the year ended December 31,

2024. Additionally, the difference between the carrying value and the fair value of the investments transferred under

common control resulted in an increase of$7.3 million to Non-controlling interests on the Consolidated Statements of

Stockholders’ Equity during the year ended December 31, 2024. During the year ended December 31, 2025, as a result of

measurement period adjustments for Innovisk, the Company recognized$0.3 million of non-cash deferred income tax

benefit.

Subsequent to the acquisitions of Socius and AccuRisk, which were purchased by a wholly owned subsidiary of Ryan

Specialty Holdings, Inc., the Company converted Socius to an LLC and reorganized AccuRisk and transferred those LLCs

to the LLC. These legal entity reorganizations were considered transactions between entities under common control. The

CCRs resulted in a net, non-cash deferred income tax expense of$18.4 million for the year ended December 31, 2023.

Additionally, the difference between the carrying value and the fair value of the investments transferred under common

control resulted in an increase of$18.9 million to Non-controlling interests on the Consolidated Statements of

Stockholders’ Equity during the year ended December 31, 2023. During the year ended December 31, 2024, as a result of

measurement period adjustments for AccuRisk, the Company recognized$1.9 million of non-cash deferred income tax

benefit.

Uncertain Tax Positions

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

as of December 31, 2025, that if recognized would affect the annual effective tax rate. The 2022 through 2024 tax years for

the Company, the LLC, and the Company’s C-Corporation subsidiaries are considered open for purposes of federal

examination. The 2021 through 2024 tax years for the Company’s material foreign tax jurisdictions, the United Kingdom

and Spain, are considered open for purposes of examination. As of the issuance date of this Form 10-K, one of the LLC’s

subsidiaries is under state examination for the 2020 tax year. There are no other ongoing U.S. federal, state, or foreign tax

audits or examinations as of the date of issuance of this Form 10-K.

Deferred Tax Assets and Liabilities

The components of deferred tax assets and liabilities were as follows:

During the year ended December 31, 2025, the decrease in Deferred tax assets was primarily driven by reductions in the

investment in the LLC’s deferred tax assets arising from the CCRs described above.

As of December 31, 2025, the Company had$60.4 million of federal net operating loss (“NOL”) carryforwards with an

indefinite carryforward period,$40.5 million of state NOL carryforwards that will begin toexpire in 2030, and$33.2

million of foreign NOL carryforwards that will begin toexpire in 2030. The Company has recorded valuation allowances

of$15.5 million and$23.1 million against the state and foreign NOLs, respectively.

As of December 31, 2025, the Company had$4.2 million in foreign tax credit carryforwards that will begin toexpire in

2026. The Company assessed the available positive and negative evidence, including tax planning strategies and recent

results of foreign operations, to determine whether it was more likely than not that the existing deferred tax asset would be

realized. A significant piece of objective negative evidence evaluated was the inability to use all available foreign tax

credits for the year ended December 31, 2025. On the basis of this evaluation, a full valuation allowance of$4.2 million

was recorded with respect to this deferred tax asset as of December 31, 2025. The amount of the deferred tax asset

considered realizable, however, could be adjusted in the future if estimates of the Company’s ability to use the available

foreign tax credits change.

With the exception of the NOLs and tax credits discussed above, as of December 31, 2025, the Company concluded that,

based on the weight of all available positive and negative evidence, the majority of the Company’s deferred tax assets are

more likely than not to be realized. As such, no other valuation allowances have been recognized against those deferred tax

assets. The valuation allowances recognized will be maintained until there is sufficient evidence to support the reversal of

all or some portion of the allowances.

Cash Paid for Income Taxes

The cash paid for income taxes, net of refundswas as follows:

Tax Receivable Agreement (TRA)

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$459.0 million related to these benefits on the Consolidated Balance Sheets as of December 31,

2025. The following summarizes activity related to the Tax Receivable Agreement liabilities:

The increases in the TRA liabilities 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 and increases in the TRA liabilities

due to accrued interest were recognized in Other non-operating loss (income) on the Consolidated Statements of Income.

During the year ended December 31, 2024, the Company remeasured the TRA liabilities due to changes in state tax rates,

which decreased its estimated cash tax savings from 26.12% to 26.00%. The changes were recognized in Other non-

operating loss (income) on the Consolidated Statements of Income. Total realized tax savings in 2025 for the year ended

December 31, 2024, from each of the tax attributes associated with the TRA were$28.9 million;$24.6 million, exclusive

of the related accrued interest, was paid to current and certain former LLC unitholders, representing 85% of the realized tax

savings. The remaining 15%, or$4.3 million, of the realized tax savings was retained by the Company.

Non-controlling Interest Holders’ Tax Distributions

The Company declared tax distributions to the non-controlling interest holders of$62.5 million,$84.8 million, and$74.6

million during the years ended December 31, 2025,2024, and 2023, respectively. Non-controlling interest holders’ tax

distributions for quarterly estimates are generally paid throughout the year they relate to, and a final payment is made in the

first half of the subsequent year.

Other Comprehensive Income (Loss)

The following table summarizes the tax effects on the components of OCI:

18. 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.

19. 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 3, 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, and 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 following 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 years ended

December 31, 2025,2024, or 2023. 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.

20. SUPPLEMENTAL FINANCIAL INFORMATION

Interest Income

The Company earned interest income of$7.6 million,$21.5 million, and$32.0 million during the years ended

December 31, 2025, 2024, and 2023, 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$15.2 million,$24.7 million, and$22.9 million of cash received in connection with the

Company’s interest rate cap for the years ended December 31, 2025,2024, and 2023, respectively. See Note 12,

Derivatives, for further information on the interest rate cap.

21. RESTRUCTURING

In February 2023, the Company initiated the ACCELERATE 2025 program to enable continued growth, drive innovation,

and deliver sustainable productivity improvements over the long term. The restructuring plan aimed to reduce costs and

increase efficiencies through a focus on optimizing the Company’s operations and technology. In its expanded form, the

restructuring plan was expected to incur total restructuring costs of approximately$110.0 million through December 31,

2024. The total expected costs of the plan included$55.0 million related to operations and technology optimization,$40.0

million related to employee compensation and benefits, and$15.0 million related to asset impairment and other termination

costs. The plan was completed on December 31, 2024, as anticipated.

The table below presents the restructuring expense incurred:

During the years ended December 31, 2024 and 2023, the Company recognized restructuring expenses of$39.9 million and

$22.6 million, respectively, including contractor costs, in Compensation and benefits, and$19.8 million and$25.8 million,

respectively, in General and administrative expense on the Consolidated Statements of Income.

The table below presents a summary of changes in the restructuring liability:

Accrued costs in the table above include both costs expensed and capitalized during the period. As of December 31, 2024

and 2023,$15.3 million and$5.3 million, respectively, of the restructuring liability was included in Accounts payable and

accrued liabilities and$5.5 million and$1.7 million, respectively, was included in Current Accrued compensation on the

Consolidated Balance Sheets. The total restructuring liability outstanding as of December 31, 2024, was paid during the

year ended December 31, 2025.

22. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through February 13, 2026, and has concluded that no events have occurred

that require disclosure other than the events listed below.

On February 10, 2026, the Company’s Board of Directors approved a share repurchase program that authorizes the

Company to repurchase up to$300.0 million of its outstanding Class A common stock. Share repurchases may be made

from time to time on the open market, in privately negotiated transactions, using Rule 10b5-1 trading plans, as accelerated

share repurchases, or in any other manner that complies with the applicable securities law. The timing of purchases and

number of shares repurchased under the program will depend upon a variety of factors including the Company’s stock

price, trading volume, working capital or other liquidity requirements, and market conditions. The Company is not

obligated to purchase any shares under the program and the program may be suspended or discontinued at any time without

notice.

On February 12, 2026, the Company’s Board of Directors approved a quarterly cash dividend of$0.13 per share of

outstanding Class A common stock. The quarterly dividend will be payable on March 10, 2026, to shareholders of record

of Class A common stock as of the close of business on February 24, 2026. Any future dividends will be subject to the

approval of the Company’s Board of Directors.

On February 12, 2026, the Company announced the Empower program, athree-year restructuring program commencing in

the first quarter of 2026. The program is expected to result in approximately$160.0 million of cumulative one-time charges

through 2028 and to generate annual savings of approximately$80.0 million in 2029.