RYAN SPECIALTY HOLDINGS, INC.
For the period ended Mar 31, 2026. Filed May 1, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 1, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-10-31.
0001849253-25-000016
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-01.
0001849253-26-000026
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 738 previous paragraphs and 636 current paragraphs.
337 unchanged; 171 reworded; 119 added; 176 removed; 54 previous and 9 current paragraphs rearranged.
Tables are not compared: 16 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (119)
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Empower Program
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In the first quarter of 2026, we initiated a three-year restructuring program (the “Empower Program”) that will streamline
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our brokerage, binding, and underwriting operations, optimize our scale, accelerate our data and technology strategies, and
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enhance efficiencies across all of our Specialties. The program is estimated to result in approximately $160 million of
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cumulative one-time charges through 2028, funded through operating cash flow, and is expected to generate annual savings
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of approximately $80 million in 2029. Actions taken under the Empower Program are expected to be completed by the end
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of 2028. Restructuring costs will primarily be included in General and administrative expense, relating to third-party
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professional services, technology and data initiatives, and other expenses. The remaining costs will be incurred through
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Compensation and benefits expense, predominately relating to third-party contractor and other workforce-related costs.
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March 31, 2026, we incurred restructuring and related costs of $5.9 million, which represent cumulative costs since the
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inception of the program. Of the cumulative $5.9 million expense, $3.4 million was incurred in general and administrative
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expense with the remaining being workforce-related costs. While the current results of the Empower Program are in line
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with expectations, changes to the total savings estimate and timing of the Empower Program may evolve as we continue to
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progress through the program and evaluate other potential opportunities. The actual amounts and timing may vary
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significantly based on various factors.
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The Empower Program initiated in the first quarter of 2026 is designed to enhance efficiencies across all of our Specialties.
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The efficiencies we gain through the Empower Program are expected to allow us to continue making strategic investments
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in growth, top-tier talent, and de novo formations, and address the rapidly evolving needs of our clients.
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wildfires. The year also included floods in central Texas and the Mississippi valley, causing over 135 fatalities and over $3
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Expenses
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Compensation and Benefits
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General and Administrative
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particular, our travel and entertainment expenses, information technology expenses, occupancy-related expenses, and
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Amortization
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developed software.
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Interest Expense, Net
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expired at the end of 2025.
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Other Non-Operating Income
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For thethree months ended March 31, 2026, Other non-operating income consisted of seller reimbursement of acquisition-
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March 31, 2025, Other non-operating income consisted of seller reimbursement of acquisition-related retention incentives
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and sublease income.
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Income Tax Expense
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more information.
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•$76.4 million, or 11.0%, of the period-over-period change in Total revenue was due to organic revenue growth
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experienced moderate growth across the majority of our casualty lines driven by some rate moderation, offset
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realizing additional opportunities to place coverage directly. This decline was partially offset by strong new
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business generation. Growth in the quarter was strongest in our Underwriting Management Specialty, with
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markets;
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Binding Authority Net commissions and fees increased by$8.1 million, or 7.9%, period-over-period, primarily due to
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from the JM Wilson acquisition.
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Removed paragraphs (176)
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Acquisitions
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On February 3, 2025, the Company completed the acquisition of Velocity Risk Underwriters, LLC (“Velocity”), an MGU
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specializing in first-party insurance coverage for catastrophe exposed properties, based in Nashville, Tennessee.
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On May 1, 2025, the Company completed the acquisition of USQRisk Holdings, LLC (“USQ”), a company that
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underwrites, structures, prices, and places specialty insurance for corporate clients seeking bespoke, multi-year risk
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solutions based in New York and London.
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On May 16, 2025, the Company completed the acquisition of 360° Underwriting (“360”), an MGU specializing in
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commercial construction, based in Dublin and Galway, Ireland.
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On July 1, 2025, the Company completed the acquisition of certain assets of J.M. Wilson Corporation(“JM Wilson”), a
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binding authority and surplus lines broker specializing in transportation insurance, headquartered in Portage, Michigan.
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On October 27, 2025, the Company entered into a definitive agreement to acquire Stewart Specialty Risk Underwriting
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Ltd., an MGU specializing in underwriting large-account, high-hazard property and casualty solutions, based in Toronto,
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Canada. This acquisition is expected to close during the fourth quarter of 2025.
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products.
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country and continued wildfire-related losses. In addition to the SCS events, Hurricanes Helene and Milton caused over
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end of 2025.
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risk.
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For thenine months ended September 30, 2025, Other non-operating loss (income) consisted of seller reimbursement of
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interest and related charges. For thenine months ended September 30, 2024, Other non-operating loss (income) consisted
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of expense related to term loan modifications and TRA contractual interest and related charges offset by sublease income.
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•$85.7 million, or 14.2%, of the period-over-period change in Total revenue was due to organic revenue growth.
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casualty lines and moderate growth across our property portfolio. The growth in our property portfolio revenue
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opportunity to place coverage directly in the specialty and E&S markets. Growth in the quarter was balanced
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Binding Authority net commissions and fees increased by$13.1 million, or 17.2%, period-over-period, primarily due to
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due to organic growth within the Specialty for the quarter, inclusive of an increase in revenue from transactional business,
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contributions from the US Assure, Greenhill, Ethos P&C, EverSports, Geo, Innovisk, Velocity, 360, and USQ acquisitions,
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Compensation and benefits expense increased by$47.2 million, or 12.0%, from$393.2 million to$440.4 million for the
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this increase:
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•Commissions increased $17.2 million, or 10.4%, period-over-period, driven by the 8.7% increase in
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public offering related expense associated with the reversal of certain executive performance-based awards’
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expense in the quarter as well as the natural runoff of Initial public offering related expense as awards
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continue to vest;
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•A $8.5 million decrease from Acquisition-related expense and Acquisition related long-term incentive
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compensation related to recently completed acquisitions; and
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•A $5.7 million decline in Restructuring and related expense due to the completion of the ACCELERATE
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2025 program at the end of 2024.
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6.6% from 65.0% to 58.4% period-over-period.
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General and administrative expense increased by$28.9 million, or 32.6%, from$88.7 million to$117.6 million for the
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principal drivers of this increase:
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•$23.0 million of increased professional services and IT charges associated with ongoing technology and data
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Reworded paragraphs (171)
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thethree and nine months ended September 30, 2025 and 2024, prepared in accordance with U.S. GAAP. In addition, we
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thethree months ended March 31, 2026 and 2025, prepared in accordance with U.S. GAAP. In addition, we regularly
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regularly review the following Non-GAAP measures when assessing performance: Organic revenue growth rate, Adjusted
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review the following Non-GAAP measures when assessing performance: Organic revenue growth rate, Adjusted
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three months ended September 30, 2025, as compared to the same period in the prior year. The following were the
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We began recognizing costs associated with the restructuring plan in the first quarter of 2026. For the three months ended
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Business Insurance) expanded faster than our Organic revenue growth rate of 12.8%. Our ability to deepen and broaden
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Business Insurance) expanded faster than our Organic revenue growth rate of 10.1%. Our ability to deepen and broaden
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consolidation are in nascent stages for Binding Authority. We believe that both M&A consolidation and the use and
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consolidation have a long runway. We believe that both M&A consolidation and the use and reliance on scaled delegated
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reliance on scaled delegated Underwriting Management will continue to grow. Our ability to grow this business is
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Underwriting Management will continue to grow. Our ability to grow this business is dependent upon a number of factors,
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dependent upon a number of factors, including a continuing ability to secure sufficient capital support from insurers, the
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including a continuing ability to secure sufficient capital support from insurers, the quality of our services and product
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quality of our services and product offerings, marketing and sales efforts to drive new business prospects and execution,
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offerings, marketing and sales efforts to drive new business prospects and execution, new product offerings, the pricing and
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new product offerings, the pricing and quality of our competitors’ offerings, and the growth in demand for the insurance
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quality of our competitors’ offerings, and the growth in demand for the insurance products.
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subject to the underlying activity occurring. In periods of economic growth and liquid credit markets, this underlying
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subject to the underlying activity occurring. In periods of economic growth, liquid credit markets, and favorable interest
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activity can accelerate and provide tailwinds to our growth. In periods of economic decline and tight credit markets, this
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rates, this underlying activity can accelerate and provide tailwinds to our growth. In periods of economic decline, tight
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underlying activity can slow or be delayed and provide headwinds to our growth. We believe over the long term these lines
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credit markets, and unfavorable interest rates, this underlying activity can slow or be delayed and provide headwinds to our
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The growing relevance of the specialty and E&S markets have been driven by the rapid emergence and sustained
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The growing relevance of the specialty and E&S markets has been driven by the rapid emergence and sustained prevalence
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prevalence of large, complex, high-hazard, and otherwise hard-to-place risks across many lines of insurance. This trend
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of large, complex, high-hazard, and otherwise hard-to-place risks across many lines of insurance. This trend continued in
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continued in 2024, with $110 billion of insured catastrophe losses, driven by over $50 billion of insured losses related to
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2025, with $125 billion of insured catastrophe losses, driven by $52 billion of insured losses related to severe convective
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severe convective storms (“SCS”) with 17 SCS events that caused losses in excess of $1 billion, which together accounted
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storms (“SCS”) with 19 SCS events that caused losses in excess of $1 billion, which together accounted for the third-
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for the second-highest annual total for insured losses on record for SCS events. The year also included ice storms across the
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highest annual total for insured losses on record for SCS events, and over $41 billion in losses generated from California
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$35 billion in insured losses. Additionally, these risks include the potential for more severe hurricanes that occur with
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billion in insured losses. Additionally, these risks include the potential for more severe hurricanes that occur with greater
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greater frequency, more devastating wildfires, more frequent flooding, escalating jury verdicts and social inflation,
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frequency, more devastating wildfires, more frequent flooding, escalating jury verdicts and social inflation, geographic
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geographic shifts in population density, a proliferation of cyber threats, novel health risks, risks associated with large sports
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shifts in population density, a proliferation of cyber threats, novel health risks, risks associated with large sports and
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and entertainment venues, building and labor cost inflation relative to insured value, and the transformation of the economy
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entertainment venues, building and labor cost inflation relative to insured value, and the transformation of the economy to a
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to a “digital first” mode of doing business. We believe that as the complexity of the specialty and E&S markets continues
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“digital first” mode of doing business. We believe that as the complexity of the specialty and E&S markets continues to
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to escalate, wholesale brokers and managing underwriters that do not have sufficient scale, or the financial and intellectual
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escalate, wholesale brokers and managing underwriters that do not have sufficient scale, or the financial and intellectual
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tightened. In the second half of 2024 and through the first nine months of 2025, the specialty and E&S markets experienced
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tightened. Beginning in the second half of 2024 and through the first quarter of 2026, the specialty and E&S markets
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a shift in these trends as insurance capacity for these property risks increased, which resulted in a decline in property
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experienced a shift in these trends as insurance capacity for these property risks increased, which resulted in a decline in
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premium rates. We believe these factors have created opportunities for retailers to place property coverage directly in the
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property premium rates. We believe these factors have created additional opportunities for retailers to place property
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specialty and E&S markets, and we believe the market dynamics exist for these factors to potentially continue through the
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coverage directly, and we believe the market dynamics exist for these factors to potentially continue throughout 2026.
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our equity method investments in Geneva Re through Ryan Investment Holdings, LLC and Velocity Specialty Insurance
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our equity method investments in Geneva Re, Ltd through Ryan Investment Holdings, LLC and VSIC. We also receive
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Company (“VSIC”). We also receive loss mitigation and other fees, some of which are not dependent on the placement of a
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loss mitigation and other fees, some of which are not dependent on the placement of a risk.
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In our Underwriting Management Specialty, we utilize delegated authority granted to us by carriers and we generally work
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In our Underwriting Management Specialty, we utilize delegated authority granted to us by carriers and we work with retail
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with retail insurance brokers and often other wholesale brokers to secure insurance coverage for the ultimate insured party.
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insurance brokers or wholesale brokers to secure insurance coverage for the ultimate insured party. Our Underwriting
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Our Underwriting Management Specialty generates revenues through commissions and fees from clients and through
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Management Specialty generates revenues through insurance and reinsurance commissions and fees from clients and
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contingent commissions from carriers. Commission rates and fees vary depending upon several factors including the
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through contingent commissions from carriers. Commission rates and fees vary depending upon several factors including
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premium, the type of coverage, and additional services provided to the client. Payment terms are consistent with current
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the premium, the type of coverage, and additional services provided to the client. Payment terms are consistent with current
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General and administrative expense includes travel and entertainment expenses, office expenses, accounting, foreign
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General and administrative expense includes travel and entertainment expenses, information technology, occupancy-related
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exchange, legal, insurance and other professional fees, and other costs associated with our operations. Our occupancy-
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expenses, foreign exchange, legal, insurance and other professional fees, and other costs associated with our operations. In
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related costs and professional services expenses, in particular, generally increase or decrease in relative proportion to the
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professional services expenses generally increase or decrease in relative proportion to the number of our employees and the
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number of our employees and the overall size and scale of our business operations.
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overall size and scale of our business operations.
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acquisitions. Intangible assets consist of customer relationships, trade names, and internally developed software.
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acquisitions. Intangible assets consist of customer relationships, trade names, assembled workforce, and internally
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Interest expense, net consists of interest payable on indebtedness, amortization of the Company’s interest rate cap, imputed
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Interest expense, net consists of interest payable on indebtedness, amortization of the Company’s interest rate cap in 2025,
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growth. We believe over the long term these lines of business will continue to grow.
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months ended March 31, 2026, as compared to the same period in the prior year. The following were the principal drivers
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tax rate, net of federal benefit, is unaffected.
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ended March 31, 2026, compared to the same period in the prior year as a result of the factors described above.
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margin, the most directly comparable GAAP measures, for each of the periods indicated is as follows:
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margin, the most directly comparable GAAP measures, for each of the periods indicated is as follows:
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diluted, respectively. See “Note 10, Earnings (Loss) Per Share” of the unaudited quarterly consolidated financial
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common stock dividends and Dividend Equivalents paid of $16.8 million, Distributions and Declared Distributions paid to
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flows provided by financing activities during the three months ended March 31, 2025, were Borrowings on Revolving
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of business will continue to grow.
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Organic revenue growth represents the change in Net commissions and fees revenue, as compared to the same
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period for the year prior, adjusted for Net commissions and fees attributable to recent acquisitions during the
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first twelve months of Ryan Specialty’s ownership, and other adjustments such as the removal of the impact of
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contingent commissions and the impact of changes in foreign exchange rates. In aggregate, our net commission
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rates were consistent period-over-period. Also, we grew our client relationships, in aggregate, within each of
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our three Specialties. The growth of these relationships is due to the combination of a growing specialty and
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E&S markets and winning new business from competitors. We experienced growth across the majority of our
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was driven by new business generation offset by a continued decline in rates and retailers realizing additional
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contributions from the JM Wilson acquisition.
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alternative risk insurance solutions as well as contributions from recent acquisitions.
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Wholesale Brokerage and 17.2% increase in Binding Authority Net commissions and fees;
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inorganic revenue growth include travel and entertainment, occupancy, insurance, and foreign exchange.
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September 30, 2025, Other non-operating loss (income) consisted of $0.3 million of forfeitures of vested equity awards,
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compared to the same period in the prior year as a result of the factors described above.
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September 30, 2025, as compared to the same period in the prior year. The following were the principal drivers of the
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decline in revenue period-over-period relating to the sale of a small non-subscription workers compensation
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quarter was balanced across our three Specialties, driven by an increase in the flow of risks into the specialty
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•$38.7 million, or 2.1%, of the period-over-period change in Total revenue was due to contingent commissions
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and the impact of foreign exchange rates on the Company’s Net commissions and fees; and
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Fiduciary investment income, caused by a decline in interest rates compared to the prior-year period.
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contributions from the JM Wilson acquisition.
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The following table sets forth our revenue by type of commission and fees:
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Net commissions and policy fees grew 22.1%, in line with the overall net commissions and fee revenue growth of 24.9%,
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growth continue to be the acquisition of new business and expansion of ongoing client relationships in response to the
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increasing demand for new, complex specialty and E&S products as well as the inflow of risks from the Admitted market
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recent acquisitions. In aggregate, we experienced stable commission rates period-over-period.
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Supplemental and contingent commissions increased 76.0% period-over-period driven by the performance of risks placed
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on eligible business earning profit-based or volume-based commissions as well as contributions from recent acquisitions.
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Loss mitigation and other fees increased 69.8% period-over-period primarily due to increased capital markets activity, an
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increase in transactional business, captive management and other risk management service fees from the placement of
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alternative risk insurance solutions as well as contributions from recent acquisitions.
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thenine months ended September 30, 2025, compared to the same period in 2024. The following were the principal drivers
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•$152.4 million of the increase was driven by (i) the addition of 1,065 employees compared to the same period
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in the prior year, inclusive of acquired employees, and (ii) growth in the business. Overall headcount
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increased to 5,982 full-time employees as of September 30, 2025, from 4,917 as of September 30, 2024;
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•The increases were partially offset by a $35.7 million decline in Restructuring and related expense due to the
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In general, we expect to continue experiencing a rise in commissions, salaries, incentives, and benefits expense
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commensurate with our expected growth in business volume, revenue, and headcount.
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•$31.2 million was driven by growth in the business. Such expenses incurred to accommodate both organic and
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