RYAN SPECIALTY HOLDINGS, INC.
For the period ended Sep 30, 2026. Filed Oct 30, 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.
Sep 30, 2026 · Filed Oct 30, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-30.
0001849253-26-000047
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 750 previous paragraphs and 770 current paragraphs.
480 unchanged; 156 reworded; 118 added; 89 removed; 25 previous and 16 current paragraphs rearranged.
Tables are not compared: 16 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 (118)
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Manage Changing Macroeconomic Conditions
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placement of a risk.
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For thenine months ended September 30, 2026, Other non-operating income consisted of seller reimbursement of
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and related charges. For the nine months ended September 30, 2025, Other non-operating income consisted of seller
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Income Tax Expense
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September 30, 2026, as compared to the same period in the prior year. The following were the principal drivers of the
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in aggregate, within our Wholesale Brokerage and Underwriting Management Specialties offset by a modest
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business generation and renewal retention;
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Binding Authority Net commissions and fees increased by$3.4 million, or 3.8%, period-over-period, primarily due to
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contingent commission growth within the Specialty for the quarter.
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to organic growth within the Specialty for the quarter and contributions from recent acquisitions.
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period.
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Loss mitigation and other fees decreased 57.8% period-over-period primarily due to a decline in transactional business as
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solutions partially offset by growth in capital markets activity.
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Compensation and benefits expense increased by$43.8 million, or 9.9%, from$440.4 million to$484.2 million for the three
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•A $19.5 million increase in Restructuring and related expense due to the Empower Program. Compensation and
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•The increases were partially offset by a $3.6 million decrease in Acquisition-related expense and Acquisition
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period.
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2.9% from 58.4% to 61.3% period-over-period.
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General and administrative expense decreased by$10.6 million, or 9.0%, from$117.6 million to$107.0 million for the three
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of this decrease:
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integration activity in the period.
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•The decrease was partially offset by a $4.3 million increase in Restructuring and related expense due to the
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of 2.1% from 15.6% to 13.5% period-over-period.
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Amortization expense decreased by$5.9 million from$70.2 million to$64.3 million for the three months ended
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$167.9 million period-over-period.
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Interest expense, netincreased $0.9 million, or 1.6%, from$56.3 million to$57.3 million for the three months ended
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September 30, 2026, compared to the same period in the prior year. The main driver of theincrease in Interest expense, net
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for the three months ended September 30, 2026, was a slight decrease in interest income on operating cash compared to the
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prior period.
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Other non-operating income increased by $0.4 million from$0.4 million to $0.8 million for the three months ended
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September 30, 2026. For the three months ended September 30, 2026, Other non-operating income consisted of $1.0 million
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of proceeds from the sales of a small non-subscription workers compensation book of business and a small MGU, $0.1
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million of sublease income, and $0.1 million of forfeitures of vested equity awards offset by $0.5 million of TRA contractual
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interest and related charges. For the three months ended September 30, 2025, Other non-operating income consisted of $0.3
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Income before income taxes increased $36.4 million from$59.8 million to$96.2 million for the three months ended
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Income Tax Expense (Benefit)
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Income tax expense (benefit)increased $10.9 million from a benefit of$2.8 million to expense of$8.1 million for the three
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as well as an increase in pre-tax book income.
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Net income increased $25.4 million from$62.6 million to$88.0 million for the three months ended September 30, 2026,
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Removed paragraphs (89)
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Managing Changing Macroeconomic Conditions
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For thesix months ended June 30, 2026, Other non-operating loss (income) consisted of seller reimbursement of
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charges. For the six months ended June 30, 2025, Other non-operating loss (income) consisted of seller reimbursement of
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2026, as compared to the same period in the prior year. The following were the principal drivers of theincrease:
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was partially offset by strong new business generation and renewal retention. Growth in the quarter was most
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revenue that was due to contingent commissions driven by the performance of risks placed on eligible business
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and fees; and
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•A decline of $0.4 million, or 0.1%, of the period-over-period change in Total revenue was due to a decrease in
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growth within the Specialty for the quarter and contributions from the JM Wilson acquisition.
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the three months ended June 30, 2026, as compared to the same period in the prior year. The main drivers of this growth
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Loss mitigation and other fees increased 0.1% period-over-period primarily due to increased capital markets activity, captive
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Compensation and benefits expense increased by$46.3 million, or 9.6%, from$485.3 million to$531.6 million for the three
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•An $11.6 million increase in Restructuring and related expense due to the Empower Program. Compensation
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•Commissions increased $11.5 million, or 5.1%, period-over-period, driven by the 4.5% increase in Wholesale
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•The increases were partially offset by an $8.2 million decrease in Acquisition related long-term incentive
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1.3% from 56.7% to 58.0% period-over-period.
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General and administrative expense increased by$11.6 million, or 10.8%, from$107.0 million to$118.6 million for the three
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this increase:
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insurance.
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•The increase was partially offset by an $11.6 million decline in Acquisition-related expense associated with
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•$2.1 million of foreign currency gains in the period associated with both the revaluation of reporting currencies
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from foreign entities as well as foreign currency transactions during the period.
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of 0.4% from 12.5% to 12.9% period-over-period.
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Amortization expense decreased by$5.3 million from$69.7 million to$64.4 million for the three months ended June 30,
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period-over-period.
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Interest expense, netdecreased $1.7 million, or 2.9%, from$58.3 million to$56.6 million for the three months ended
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Other non-operating loss (income)increased by $0.1 million from a loss of$0.1 million to de minimis income for the three
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months ended June 30, 2026. For the three months ended June 30, 2026, Other non-operating loss (income) consisted of $0.1
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million of sublease income, $0.1 million of proceeds from the sale of a small non-subscription workers compensation book of
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business, $0.1 million of forfeitures of vested equity awards, and de minimis seller reimbursement of acquisition-related
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30, 2025, Other non-operating loss (income) consisted of $0.4 million of TRA contractual interest and related charges offset
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by $0.2 million of sublease income.
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Income before income taxes decreased $7.0 million from$137.7 million to$130.7 million for the three months ended
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Income tax expense increased $9.3 million from$13.0 million to$22.4 million for the three months ended June 30, 2026,
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Net income decreased $16.3 million from$124.7 million to$108.4 million for the three months ended June 30, 2026,
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Comparison of the Six Months Ended June 30, 2026 and 2025
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June 30, 2026, as compared to the same period in the prior year. The following were the principal drivers of theincrease:
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•$130.2 million, or 8.4%, of the period-over-period change in Total revenue was due to organic revenue
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to the prior year period.
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Binding Authority Net commissions and fees increased by$13.7 million, or 7.0 %, period-over-period, primarily due to
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thethree and six months ended June 30, 2026 and 2025, prepared in accordance with U.S. GAAP. In addition, we
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thethree and nine months ended September 30, 2026 and 2025, prepared in accordance with U.S. GAAP. In addition, we
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We began recognizing costs associated with the restructuring plan in the first quarter of 2026. For the three and six months
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We began recognizing costs associated with the restructuring plan in the first quarter of 2026. For the three and nine
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ended June 30, 2026, we incurred restructuring and related costs of $33.4 million and $39.3 million, respectively, with the
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months ended September 30, 2026, we incurred restructuring and related costs of $23.9 million and $63.1 million,
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$39.3 million recognized over the first six months of 2026 representing cumulative costs since the inception of the
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respectively, with the $63.1 million recognized over the first nine months of 2026 representing cumulative costs since the
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program. Of the cumulative $39.3 million expense, $25.2 million was incurred in general and administrative expense with
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inception of the program. Of the cumulative $63.1 million expense, $29.5 million was incurred in general and
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the remaining being workforce-related costs. Restructuring expense within general and administrative expense includes
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administrative expense with the remaining being workforce-related costs. Restructuring expense within General and
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costs relating to professional services, technology and data initiatives, license fees, and third-party contractors, as well as
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third-party contractors, as well as non-cash expenses associated with the impairment of internally-developed software.
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termination dates and other termination payments. While the current results of the Empower Program are in line with
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between the notification and termination dates and other termination payments. While the current results of the Empower
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expectations, changes to the total savings estimate and timing of the Empower Program may evolve as we continue to
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Program are in line with expectations, changes to the total savings estimate and timing of the Empower Program may
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progress through the program and evaluate other potential opportunities. The actual amounts and timing may vary
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evolve as we continue to progress through the program and evaluate other potential opportunities. The actual amounts and
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significantly based on various factors.
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timing may vary significantly based on various factors.
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tightened. Beginning in the second half of 2024 and through the first half of 2026, the specialty and E&S markets
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tightened. Beginning in the second half of 2024 and through the first nine months of 2026, the specialty and E&S markets
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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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coverage directly, and we believe the market dynamics exist for these factors to continue throughout 2026.
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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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our equity method investments in Geneva Re, Ltd through Ryan Investment Holdings, LLC and VSIC, which we sold
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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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during the third quarter of 2026. We also receive loss mitigation and other fees, some of which are not dependent on the
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acquisition-related retention incentives, sublease income, proceeds from the sale of a small non-subscription workers
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acquisition-related retention incentives, sublease income, forfeitures of vested equity awards, and proceeds from the sales
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compensation book of business, and forfeitures of vested equity awards offset by TRA contractual interest and related
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of a small non-subscription workers compensation book of business and a small MGU offset by TRA contractual interest
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average LLC Common Units outstanding during the period and is presented on the Consolidated Statements of Income.
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average LLC Common Units outstanding during the period and are presented on the Consolidated Statements of Income.
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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,
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Total revenue increased by$35.4 million, or 4.7%, from$754.6 million to$790.0 million for the three months ended
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•$53.7 million, or 6.3%, of the period-over-period change in Total revenue was due to organic revenue growth in
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•$28.5 million, or 3.8%, of the period-over-period change in Total revenue was due to organic revenue growth in
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across the majority of our casualty lines offset by a moderate pullback across our property portfolio driven by a
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offset by a moderate pullback across our property portfolio driven by a continued decline in rates and retailers
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continued decline in rates and retailers realizing additional opportunities to place coverage directly. This decline
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realizing additional opportunities to place coverage directly. This decline was partially offset by strong new
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•$12.9 million, or 0.8%, of the period-over-period change in Total revenue was due to contingent commissions
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•$4.5 million, or 0.6%, of the period-over-period change in Total revenue was due to contingent commissions
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earning profit-based commissions and the impact of foreign exchange rates on the Company’s Net commissions
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of foreign exchange rates on the Company’s Net commissions and fees; and
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•$11.0 million, or 1.3%, of the period-over-period change in Total revenue was due to acquisitions during their
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•$2.5 million, or 0.3%, of the period-over-period change in Total revenue was due to acquisitions during their
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revenue period-over-period relating to the sale of a small non-subscription workers compensation book of
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revenue period-over-period relating to the sales of a small non-subscription workers compensation book of
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•These increases were offset by a decline of $2.1 million, or 0.1%, of the period-over-period change in Total
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•These increases were offset by a decline of $0.1 million of the period-over-period change in Total revenue due
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Fiduciary investment income, caused by a decline in interest rates compared to the prior year period.
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to a decrease in Fiduciary investment income, caused by a decline in interest rates compared to the prior year
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Wholesale Brokerage Net commissions and fees increased by$21.6 million, or 4.5%, period-over-period, primarily due to
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Wholesale Brokerage Net commissions and fees increased by$17.5 million, or 4.6%, period-over-period, primarily due to
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due to strong organic growth within the Specialty for the quarter and contributions from recent acquisitions.
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organic growth within the Specialty for the quarter.
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Underwriting Management Net commissions and fees increased by$116.3 million, or 24.1 %, period-over-period,
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Underwriting Management Net commissions and fees increased by$14.7 million, or 5.4%, period-over-period, primarily due
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The following table sets forth our revenue by type of commission and fees:
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The following table sets forth our revenue by type of commissions and fees:
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Net commissions and policy fees grew 8.3%, in line with the overall net commissions and fee revenue growth of 7.4%, for
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Net commissions and policy fees grew 7.8%, in line with the overall net commissions and fees revenue growth of 4.8%, for
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continue to be new business wins and expansion of ongoing client relationships in response to the increasing demand for
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growth continue to be new business wins and expansion of ongoing client relationships in response to the increasing demand
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new, complex specialty and E&S products, the inflow of risks from the Admitted market into the specialty and E&S
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for new, complex specialty and E&S products, the inflow of risks from the Admitted market into the specialty and E&S
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Supplemental and contingent commissions declined 9.7% period-over-period driven by the performance of risks placed on
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Supplemental and contingent commissions increased 13.4% period-over-period driven by the performance of risks placed on
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captive management and other risk management service fees from the placement of alternative risk insurance solutions, as
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well as captive management and other risk management service fees from the placement of alternative risk insurance
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months ended June 30, 2026, compared to the same period in 2025. The following were the principal drivers of this increase:
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months ended September 30, 2026, compared to the same period in 2025. The following were the principal drivers of this
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•$31.4 million of the increase was driven by (i) the addition of 479 employees compared to the same period in
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•$21.3 million of the increase was driven by (i) the addition of 147 employees compared to the same period in
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6,171 full-time employees as of June 30, 2026, from 5,692 as of June 30, 2025;
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6,129 full-time employees as of September 30, 2026, from 5,982 as of September 30, 2025;
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administrative expense includes costs relating to professional services, technology and data initiatives, license fees, and
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Compensation and benefits restructuring costs include severance as well as employment costs for services rendered
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reimbursement of acquisition-related retention incentives, sublease income, and forfeitures of vested equity awards offset
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by TRA contractual interest and related charges.
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decline in our Binding Authority Specialty. We experienced growth across the majority of our casualty lines
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driven by the performance of risks placed on eligible business earning profit-based commissions and the impact
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the three months ended September 30, 2026, as compared to the same period in the prior year. The main drivers of this
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benefits restructuring costs include severance as well as employment costs for services rendered between the
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notification and termination dates and other termination payments; and
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months ended September 30, 2026, as compared to the same period in the prior year. The following were the principal drivers
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professional services, technology and data initiatives, license fees, and third-party contractors.
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•Commissions increased $32.8 million, or 5.5%, period-over-period, driven by the 4.6% increase in Wholesale
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related long-term incentive compensation related to the decline in acquisition activity compared to the prior
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months ended September 30, 2026, as compared to the same period in the prior year. The following were the principal
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average outstanding LLC Common Units were considered dilutive and included in the 262.2 million Weighted-average
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accounts and used for general corporate purposes.
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non-cash expenses associated with the impairment of internally-developed software. Compensation and benefits
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acquisition-related retention incentives and sublease income offset by TRA contractual interest and related charges.
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in aggregate, within each of our three Specialties. The growth of these relationships is due to the combination of
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the growing specialty and E&S markets and winning new business from competitors. We experienced growth
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pronounced in our Underwriting Management Specialty, with growth across our three Specialties driven by an
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increase in the flow of risks into the specialty and E&S markets; and
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months ended June 30, 2026, as compared to the same period in the prior year. The following were the principal drivers of
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expense within General and administrative expense includes costs relating to professional services, technology
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and data initiatives, license fees, and third-party contractors, as well as non-cash expenses associated with the
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impairment of internally-developed software; and
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•A $3.5 million increase driven by growth in the business. Such expenses incurred to accommodate both organic
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and inorganic revenue growth include travel and entertainment, information technology, occupancy, and
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June 30, 2026, compared to the same period in the prior year. The main driver of thedecrease in Interest expense, net for the
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well as contributions from recent acquisitions.
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and benefits restructuring costs include severance as well as employment costs for services rendered between
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the notification and termination dates and other termination payments.
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months ended June 30, 2026, as compared to the same period in the prior year. The following were the principal drivers of
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lower diligence, transaction-related, and integration activity in the period.
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thesix months ended June 30, 2026, was a decrease in interest rates.
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$0.1 million of seller reimbursement of acquisition-related retention incentives offset by $0.4 million of TRA contractual
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restructuring costs include severance as well as employment costs for services rendered between the notification and
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of acquisition-related retention incentives offset by $0.4 million of TRA contractual interest and related charges. For the
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operating loss (income) consisted of $0.6 million of forfeitures of vested equity awards, $0.3 million of sublease income,
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million of seller reimbursement of acquisition-related retention incentives and $0.3 million of sublease income offset by
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common stock outstanding - diluted, respectively. See “Note 10, Earnings Per Share” of the unaudited quarterly