RYAN SPECIALTY HOLDINGS, INC.
For the period ended Jun 30, 2026. Filed Jul 31, 2026.
View on SEC.govAbout this filing
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.
Jun 30, 2026 · Filed Jul 31, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-07-31.
0001849253-26-000036
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 636 previous paragraphs and 750 current paragraphs.
419 unchanged; 132 reworded; 146 added; 76 removed; 9 previous and 53 current paragraphs rearranged.
Tables are not compared: 14 previous and 16 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 (146)
Current report
$39.3 million recognized over the first six months of 2026 representing cumulative costs since the inception of the
Current report
costs relating to professional services, technology and data initiatives, license fees, and third-party contractors, as well as
Current report
non-cash expenses associated with the impairment of internally-developed software. Compensation and benefits
Current report
restructuring costs include severance as well as employment costs for services rendered between the notification and
Current report
For thesix months ended June 30, 2026, Other non-operating loss (income) consisted of seller reimbursement of
Current report
acquisition-related retention incentives, sublease income, proceeds from the sale of a small non-subscription workers
Current report
compensation book of business, and forfeitures of vested equity awards offset by TRA contractual interest and related
Current report
charges. For the six months ended June 30, 2025, Other non-operating loss (income) consisted of seller reimbursement of
Current report
acquisition-related retention incentives and sublease income offset by TRA contractual interest and related charges.
Current report
2026, as compared to the same period in the prior year. The following were the principal drivers of theincrease:
Current report
•$53.7 million, or 6.3%, of the period-over-period change in Total revenue was due to organic revenue growth in
Current report
was partially offset by strong new business generation and renewal retention. Growth in the quarter was most
Current report
•These increases were offset by a decline of $2.8 million, or 0.3%, of the period-over-period change in Total
Current report
revenue that was due to contingent commissions driven by the performance of risks placed on eligible business
Current report
and fees; and
Current report
Binding Authority Net commissions and fees increased by$5.6 million, or 6.0%, period-over-period, primarily due to organic
Current report
the three months ended June 30, 2026, as compared to the same period in the prior year. The main drivers of this growth
Current report
Supplemental and contingent commissions declined 9.7% period-over-period driven by the performance of risks placed on
Current report
Compensation and benefits expense increased by$46.3 million, or 9.6%, from$485.3 million to$531.6 million for the three
Current report
•An $11.6 million increase in Restructuring and related expense due to the Empower Program. Compensation
Current report
and benefits restructuring costs include severance as well as employment costs for services rendered between
Current report
•Commissions increased $11.5 million, or 5.1%, period-over-period, driven by the 4.5% increase in Wholesale
Current report
•The increases were partially offset by an $8.2 million decrease in Acquisition related long-term incentive
Current report
compensation related to the decline in acquisition activity compared to the prior period.
Current report
1.3% from 56.7% to 58.0% period-over-period.
Current report
General and administrative expense increased by$11.6 million, or 10.8%, from$107.0 million to$118.6 million for the three
Current report
this increase:
Current report
•A $21.8 million increase in Restructuring and related expense due to the Empower Program. Restructuring
Current report
expense within General and administrative expense includes costs relating to professional services, technology
Current report
and data initiatives, license fees, and third-party contractors, as well as non-cash expenses associated with the
Current report
impairment of internally-developed software; and
Current report
insurance.
Current report
•The increase was partially offset by an $11.6 million decline in Acquisition-related expense associated with
Current report
•$2.1 million of foreign currency gains in the period associated with both the revaluation of reporting currencies
Current report
from foreign entities as well as foreign currency transactions during the period.
Current report
of 0.4% from 12.5% to 12.9% period-over-period.
Current report
Amortization expense decreased by$5.3 million from$69.7 million to$64.4 million for the three months ended June 30,
Current report
2026, compared to the same period in the prior year. The main driver of thedecrease was that amortization of customer
Current report
relationships is recognized on an accelerated basis and declines over time. Our intangible assets decreased by$135.2 million
Current report
period-over-period.
Showing the first 40 of 146 passages. Open the source sections for the rest.
Removed paragraphs (76)
Previous report
Expenses
Previous report
Compensation and Benefits
Previous report
General and Administrative
Previous report
Amortization
Previous report
Interest Expense, Net
Previous report
Other Non-Operating Income
Previous report
For thethree months ended March 31, 2026, Other non-operating income consisted of seller reimbursement of acquisition-
Previous report
related retention incentives, sublease income, and forfeitures of vested equity awards. For thethree months ended
Previous report
March 31, 2025, Other non-operating income consisted of seller reimbursement of acquisition-related retention incentives
Previous report
and sublease income.
Previous report
Income Tax Expense
Previous report
more information.
Previous report
operations:
Previous report
•$76.4 million, or 11.0%, of the period-over-period change in Total revenue was due to organic revenue growth
Previous report
business generation. Growth in the quarter was strongest in our Underwriting Management Specialty, with
Previous report
markets;
Previous report
Binding Authority Net commissions and fees increased by$8.1 million, or 7.9%, period-over-period, primarily due to
Previous report
organic growth within the Specialty for the quarter as well as an increase in contingent commissions and contributions
Previous report
from the JM Wilson acquisition.
Previous report
contingent commissions.
Previous report
commission rates period-over-period.
Previous report
Expenses
Previous report
Compensation and Benefits
Previous report
Compensation and benefits expense increased by$64.9 million, or 15.1%, from$430.3 million to$495.2 million for the
Previous report
•Commissions increased $14.7 million, or 8.1%, period-over-period, driven by the 4.7% increase in Wholesale
Previous report
•A $2.5 million increase in Restructuring and related expense due to the Empower Program initiated in the
Previous report
first quarter of 2026.
Previous report
•The increases were partially offset by a $2.3 million decrease in Initial public offering related expense
Previous report
associated with the natural runoff of equity-based compensation expense as awards continue to vest.
Previous report
62.3% in both periods.
Previous report
General and Administrative
Previous report
General and administrative expense increased by$2.7 million, or 2.5%, from$106.1 million to$108.8 million for the three
Previous report
of this increase:
Previous report
•$8.0 million of increased IT charges;
Previous report
exchange; and
Previous report
•A $3.4 million increase in Restructuring and related expense due to the Empower Program initiated in the first
Previous report
quarter of 2026.
Previous report
•The increase was partially offset by a $9.8 million decline in Acquisition-related expense associated with lower
Previous report
decrease of 1.7% from 15.4% to 13.7% period-over-period.
Showing the first 40 of 76 passages. Open the source sections for the rest.
Reworded paragraphs (132)
Previous wording
thethree months ended March 31, 2026 and 2025, prepared in accordance with U.S. GAAP. In addition, we regularly
Current wording
thethree and six months ended June 30, 2026 and 2025, prepared in accordance with U.S. GAAP. In addition, we
Previous wording
review the following Non-GAAP measures when assessing performance: Organic revenue growth rate, Adjusted
Current wording
regularly review the following Non-GAAP measures when assessing performance: Organic revenue growth rate, Adjusted
Previous wording
We began recognizing costs associated with the restructuring plan in the first quarter of 2026. For the three months ended
Current wording
We began recognizing costs associated with the restructuring plan in the first quarter of 2026. For the three and six months
Previous wording
March 31, 2026, we incurred restructuring and related costs of $5.9 million, which represent cumulative costs since the
Current wording
ended June 30, 2026, we incurred restructuring and related costs of $33.4 million and $39.3 million, respectively, with the
Previous wording
inception of the program. Of the cumulative $5.9 million expense, $3.4 million was incurred in general and administrative
Current wording
program. Of the cumulative $39.3 million expense, $25.2 million was incurred in general and administrative expense with
Previous wording
expense with the remaining being workforce-related costs. While the current results of the Empower Program are in line
Current wording
termination dates and other termination payments. While the current results of the Empower Program are in line with
Previous wording
with expectations, changes to the total savings estimate and timing of the Empower Program may evolve as we continue to
Current wording
expectations, changes to the total savings estimate and timing of the Empower Program may evolve as we continue to
Previous wording
tightened. Beginning in the second half of 2024 and through the first quarter of 2026, the specialty and E&S markets
Current wording
tightened. Beginning in the second half of 2024 and through the first half of 2026, the specialty and E&S markets
Previous wording
Net income (loss) and Other comprehensive income (loss) are attributed to the non-controlling interests based on the
Current wording
Net income and Other comprehensive income (loss) are attributed to the non-controlling interests based on the weighted-
Previous wording
weighted-average LLC Common Units outstanding during the period and is presented on the Consolidated Statements of
Current wording
average LLC Common Units outstanding during the period and is presented on the Consolidated Statements of Income.
Previous wording
Income (Loss). Refer to “Note 8, Stockholders’ Equity” of the unaudited quarterly consolidated financial statements for
Current wording
Refer to “Note 8, Stockholders’ Equity” of the unaudited quarterly consolidated financial statements for more information.
Previous wording
Below is a summary table of the financial results and Non-GAAP measures that we find relevant to our business
Current wording
Below is a summary table of the financial results and Non-GAAP measures that we find relevant to our business operations:
Previous wording
(3)Net income (loss) margin is defined as Net income (loss) divided by Total revenue.
Current wording
(3)Net income margin is defined as Net income divided by Total revenue.
Previous wording
(4)See “Note 10, Earnings (Loss) Per Share” of the unaudited quarterly consolidated financial statements for further
Current wording
(4)See “Note 10, Earnings Per Share” of the unaudited quarterly consolidated financial statements for further discussion of
Previous wording
discussion of how these metrics are calculated.
Current wording
how these metrics are calculated.
Previous wording
*These measures are Non-GAAP. Please refer to the section entitled“Non-GAAP Financial Measures and Key
Current wording
*These measures are Non-GAAP. Please refer to the section entitled“Non-GAAP Financial Measures and Key Performance
Previous wording
Performance Indicators” below for definitions and reconciliations to the most directly comparable GAAP measure.
Current wording
Indicators” below for definitions and reconciliations to the most directly comparable GAAP measure.
Previous wording
Total revenue increased by $105.1 million, or 15.2%, from$690.2 million to$795.2 million for the three months ended
Current wording
Total revenue increased by$61.5 million, or 7.2%, from$855.2 million to$916.6 million for the three months ended June 30,
Previous wording
in Net commissions and fees. Organic revenue growth represents the change in Net commissions and fees
Current wording
Net commissions and fees. Organic revenue growth represents the change in Net commissions and fees revenue,
Previous wording
rates. In aggregate, our net commission rates were consistent period-over-period. Also, we grew our client
Current wording
aggregate, our net commission rates were consistent period-over-period. Also, we grew our client relationships,
Previous wording
relationships, in aggregate, within each of our three Specialties. The growth of these relationships is due to the
Current wording
in aggregate, within each of our three Specialties. The growth of these relationships is due to the combination of
Previous wording
combination of the growing specialty and E&S markets and winning new business from competitors. We
Current wording
the growing specialty and E&S markets and winning new business from competitors. We experienced growth
Previous wording
•$14.6 million, or 2.1%, of the period-over-period change in Total revenue was due to acquisitions during their
Current wording
•$11.0 million, or 1.3%, of the period-over-period change in Total revenue was due to acquisitions during their
Previous wording
first twelve months of ownership by the Company. Within acquisition revenue is a $0.6 million offset in
Current wording
first twelve months of ownership by the Company. Within acquisition revenue is a $0.4 million offset in
Previous wording
•A decline of $1.7 million, or 0.2%, of the period-over-period change in Total revenue was due to a decrease in
Current wording
•A decline of $0.4 million, or 0.1%, of the period-over-period change in Total revenue was due to a decrease in
Previous wording
Wholesale Brokerage Net commissions and fees increased by$17.0 million, or 4.7%, period-over-period, primarily due to
Current wording
Wholesale Brokerage Net commissions and fees increased by$21.6 million, or 4.5%, period-over-period, primarily due to
Previous wording
organic growth within the Specialty for the quarter and contributions from the JM Wilson acquisition.
Current wording
growth within the Specialty for the quarter and contributions from the JM Wilson acquisition.
Previous wording
Underwriting Management Net commissions and fees increased by$81.7 million, or 38.3%, period-over-period, primarily
Current wording
Underwriting Management Net commissions and fees increased by$34.6 million, or 12.8%, period-over-period, primarily
Previous wording
due to strong organic growth within the Specialty for the quarter, contributions from recent acquisitions, and an increase in
Current wording
due to strong organic growth within the Specialty for the quarter and contributions from recent acquisitions.
Previous wording
three months ended March 31, 2026, compared to the same period in 2025. The following were the principal drivers of this
Current wording
months ended June 30, 2026, compared to the same period in 2025. The following were the principal drivers of this increase:
Previous wording
•$50.0 million of the increase was driven by (i) the addition of 588 employees compared to the same period in
Current wording
•$31.4 million of the increase was driven by (i) the addition of 479 employees compared to the same period in
Previous wording
The net impact of revenue growth and the factors above resulted in a consistent Compensation and benefits expense ratio of
Current wording
The net impact of revenue growth and the factors above resulted in a Compensation and benefits expense ratio increase of
Previous wording
organic and inorganic revenue growth include travel and entertainment, occupancy, insurance, and foreign
Current wording
and inorganic revenue growth include travel and entertainment, information technology, occupancy, and
Previous wording
March 31, 2026, compared to the same period in the prior year. The main driver of the decrease in Interest expense, net for
Current wording
June 30, 2026, compared to the same period in the prior year. The main driver of thedecrease in Interest expense, net for the
Previous wording
the three months ended March 31, 2026, was a decrease in interest rates.
Current wording
three months ended June 30, 2026, was a decrease in interest rates.
Previous wording
Net income (loss) increased$45.0 million from a loss of$4.4 million to income of$40.6 million for the three months
Current wording
Other non-operating loss (income)increased by $0.1 million from a loss of$0.1 million to de minimis income for the three
Previous wording
2026, compared to the same period in the prior year. The decrease was primarily a result of $48.1 million of deferred
Current wording
compared to the same period in the prior year. Theincrease was primarily a result of a $5.2 million decrease in the discrete
Previous wording
March 31, 2026, as compared to the same period in the prior year. The following were the principal drivers of the increase:
Current wording
compared to the same period in the prior year as a result of the factors described above.
Previous wording
revenue, as compared to the same period for the year prior, adjusted for Net commissions and fees attributable
Current wording
fees revenue, as compared to the same period for the year prior, adjusted for Net commissions and fees
Previous wording
to recent acquisitions during the first twelve months of Ryan Specialty’s ownership, and other adjustments
Current wording
attributable to recent acquisitions during the first twelve months of Ryan Specialty’s ownership, and other
Showing the first 40 of 132 pairs. Open the source sections for the rest.
Rearranged current paragraphs (53)
Current report — wording carried from elsewhere
the remaining being workforce-related costs. Restructuring expense within general and administrative expense includes
Current report — wording carried from elsewhere
as compared to the same period for the year prior, adjusted for Net commissions and fees attributable to recent
Current report — wording carried from elsewhere
acquisitions during the first twelve months of Ryan Specialty’s ownership, and other adjustments such as the
Current report — wording carried from elsewhere
removal of the impact of contingent commissions and the impact of changes in foreign exchange rates. In
Current report — wording carried from elsewhere
across the majority of our casualty lines offset by a moderate pullback across our property portfolio driven by a
Current report — wording carried from elsewhere
continued decline in rates and retailers realizing additional opportunities to place coverage directly. This decline
Current report — wording carried from elsewhere
pronounced in our Underwriting Management Specialty, with growth across our three Specialties driven by an
Current report — wording carried from elsewhere
increase in the flow of risks into the specialty and E&S markets; and
Current report — wording carried from elsewhere
business at the end of 2024 and a small MGU in 2025.
Current report — wording carried from elsewhere
earning profit-based commissions and the impact of foreign exchange rates on the Company’s Net commissions
Current report — wording carried from elsewhere
Net commissions and policy fees grew 8.3%, in line with the overall net commissions and fee revenue growth of 7.4%, for
Current report — wording carried from elsewhere
continue to be new business wins and expansion of ongoing client relationships in response to the increasing demand for new,
Current report — wording carried from elsewhere
complex specialty and E&S products, the inflow of risks from the Admitted market into the specialty and E&S markets, and
Current report — wording carried from elsewhere
contributions from recent acquisitions. In aggregate, we experienced stable commission rates period-over-period.
Current report — wording carried from elsewhere
eligible business earning profit-based or volume-based commissions as well as contributions from recent acquisitions.
Current report — wording carried from elsewhere
Loss mitigation and other fees increased 0.1% period-over-period primarily due to increased capital markets activity, captive
Current report — wording carried from elsewhere
management, and other risk management service fees from the placement of alternative risk insurance solutions.
Current report — wording carried from elsewhere
the prior year, inclusive of acquired employees, and (ii) growth in the business. Overall headcount increased to
Current report — wording carried from elsewhere
6,171 full-time employees as of June 30, 2026, from 5,692 as of June 30, 2025;
Current report — wording carried from elsewhere
the notification and termination dates and other termination payments; and
Current report — wording carried from elsewhere
Brokerage and 6.0% increase in Binding Authority Net commissions and fees.
Current report — wording carried from elsewhere
months ended June 30, 2026, as compared to the same period in the prior year. The following were the principal drivers of
Current report — wording carried from elsewhere
•A $3.5 million increase driven by growth in the business. Such expenses incurred to accommodate both organic
Current report — wording carried from elsewhere
lower diligence, transaction-related, and integration activity in the period; and
Current report — wording carried from elsewhere
The net impact of revenue growth and the factors listed above resulted in a General and administrative expense ratio increase
Current report — wording carried from elsewhere
growth in Net commissions and fees. Organic revenue growth represents the change in Net commissions and
Current report — wording carried from elsewhere
foreign exchange rates. In aggregate, our net commission rates were consistent period-over-period. Also, we
Current report — wording carried from elsewhere
grew our client relationships, in aggregate, within each of our three Specialties. The growth of these
Current report — wording carried from elsewhere
relationships is due to the combination of the growing specialty and E&S markets and winning new business
Current report — wording carried from elsewhere
•$25.5 million, or 1.7%, of the period-over-period change in Total revenue was due to acquisitions during their
Current report — wording carried from elsewhere
first twelve months of ownership by the Company. Within acquisition revenue is a $1.1 million offset in
Current report — wording carried from elsewhere
revenue period-over-period relating to the sale of a small non-subscription workers compensation book of
Current report — wording carried from elsewhere
revenue was due to a decrease in Fiduciary investment income, caused by a decline in interest rates compared
Current report — wording carried from elsewhere
primarily due to strong organic growth within the Specialty for the quarter, and contributions from recent acquisitions.
Current report — wording carried from elsewhere
The following table sets forth our revenue by type of commission and fees:
Current report — wording carried from elsewhere
thesix months ended June 30, 2026, compared to the same period in 2025. The following were the principal drivers of this
Current report — wording carried from elsewhere
•$78.2 million of the increase was driven by (i) the addition of 479 employees compared to the same period in
Current report — wording carried from elsewhere
In general, we expect to continue experiencing a rise in commissions, salaries, incentives, and benefits expense
Current report — wording carried from elsewhere
commensurate with our expected growth in business volume, revenue, and headcount.
Current report — wording carried from elsewhere
months ended June 30, 2026, as compared to the same period in the prior year. The following were the principal drivers of
Showing the first 40 of 53 passages. Open the source sections for the rest.
Rearranged previous paragraphs (9)
Previous report — wording carried elsewhere
for the three months ended March 31, 2026, as compared to the same period in the prior year. The main drivers of this
Previous report — wording carried elsewhere
months ended March 31, 2026, as compared to the same period in the prior year. The following were the principal drivers
Previous report — wording carried elsewhere
diligence, transaction-related, and integration activity in the period.
Previous report — wording carried elsewhere
tax rate, net of federal benefit, is unaffected.
Previous report — wording carried elsewhere
ended March 31, 2026, compared to the same period in the prior year as a result of the factors described above.
Previous report — wording carried elsewhere
margin, the most directly comparable GAAP measures, for each of the periods indicated is as follows:
Previous report — wording carried elsewhere
“Adjusted EBITDAC and Adjusted EBITDAC Margin.”
Previous report — wording carried elsewhere
common stock dividends and Dividend Equivalents paid of $16.8 million, Distributions and Declared Distributions paid to
Previous report — wording carried elsewhere
flows provided by financing activities during the three months ended March 31, 2025, were Borrowings on Revolving