RYAN SPECIALTY HOLDINGS, INC.

(Tabular amounts presented in thousands, except share and per share data)

1. Basis of Presentation

Nature of Operations

Ryan Specialty Holdings, Inc. (the “Company”) is a service provider of specialty products and solutions for insurance

brokers, agents, and carriers. These services encompass distribution, underwriting, product development, administration,

and risk management by acting as a wholesale broker and a managing underwriter or a program administrator with

delegated authority from insurance carriers. The Company’s offerings cover a wide variety of sectors including

commercial, industrial, institutional, governmental, and personal throughone operating segment, Ryan Specialty. With the

exception of the Company’s equity method investments, the Company does not take on any underwriting risk.

The Company is headquartered in Chicago, Illinois, and has operations inthe United States, the United Kingdom, Europe,

Canada, India, and Singapore. The Company’s Class A common stock is traded on the New York Stock Exchange under

the ticker symbol “RYAN”.

Organization

Ryan Specialty Holdings, Inc. was formed as a Delaware corporation on March 5, 2021, for the purpose of completing an

IPO and to carry on the business of the LLC. New Ryan Specialty, LLC, or New LLC, was formed as a Delaware limited

liability company on April 20, 2021, for the purpose of becoming, subsequent to our IPO, an intermediate holding

company between Ryan Specialty Holdings, Inc. and the LLC. The Company is the sole managing member of New LLC.

New LLC is a holding company with its sole material asset being a controlling equity interest in the LLC. The Company

operates and controls the business and affairs of the LLC through New LLC and, through the LLC, conducts its business.

Accordingly, the Company consolidates the financial results of New LLC, and therefore the LLC, and reports the non-

controlling interests of New LLC’s Common Units on its consolidated financial statements. As the LLC is substantively

the same as New LLC, for the purpose of this document, we will refer to both New LLC and the LLC as the “LLC”. As of

September 30, 2026, the Company owned 47.6% of the outstanding LLC Common Units.

Basis of Presentation

The accompanying unaudited consolidated interim financial statements and notes thereto have been prepared in accordance

with U.S. GAAP. Certain information and disclosures normally included in the financial statements prepared in accordance

with U.S. GAAP have been omitted pursuant to the rules and regulations of the SEC for interim financial information.

These consolidated interim financial statements should be read in conjunction with the audited consolidated financial

statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on February 13,

2026. Interim results are not necessarily indicative of results for the full fiscal year due to seasonality and other factors.

In the opinion of management, the unaudited consolidated interim financial statements include all normal recurring

adjustments necessary to present fairly the Company’s consolidated financial position, results of operations, and cash flows

for all periods presented.

Principles of Consolidation

The unaudited consolidated interim financial statements include the accounts of the Company and its subsidiaries that it

controls due to ownership of a majority voting interest or pursuant to variable interest entity (“VIE”) accounting. All

intercompany transactions and balances have been eliminated in consolidation.

The Company, through its intermediate holding company New LLC, owns a minority economic interest in, and operates

and controls the businesses and affairs of, the LLC. The LLC is a VIE of the Company and the Company is the primary

beneficiary of the LLC as the Company has both the power to direct the activities that most significantly impact the LLC’s

economic performance and has the obligation to absorb losses of, and receive benefits from, the LLC, which could be

significant to the Company. Accordingly, the Company has prepared these consolidated financial statements in accordance

with Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”). ASC 810 requires that if an entity is

the primary beneficiary of a VIE, the assets, liabilities, and results of operations of the VIE should be included in the

consolidated financial statements of such entity. The Company’s relationship with the LLC results in no recourse to the

general credit of the Company and the Company has no contractual requirement to provide financial support to the LLC.

The Company shares in the income and losses of the LLC in direct proportion to the Company’s ownership percentage.

Use of Estimates

The preparation of the unaudited consolidated interim financial statements and notes thereto requires management to make

estimates, judgments, and assumptions that affect the amounts reported in the unaudited consolidated interim financial

statements and the notes thereto. Such estimates and assumptions could change in the future as circumstances change or

more information becomes available, which could affect the amounts reported and disclosed herein.

Significant Accounting Policies

There have been no material changes, except as noted below, in the Company’s significant accounting policies from those

that were disclosed for the year ended December 31, 2025, in the Company’s Annual Report on Form 10-K filed with the

SEC on February 13, 2026.

Share Repurchases and Retirements

Class A common shares repurchased pursuant to the Company’s share repurchase program are recognized at cost, which

includes broker commissions and excise taxes. Repurchased shares are subsequently retired and the cost of the repurchased

shares in excess of par value is recognized as a reduction of additional paid-in capital.

Recently Issued Accounting Pronouncements

New Accounting Pronouncements Recently Adopted

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

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

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

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

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

Company early adopted this ASU prospectively on January 1, 2026, with no material impact to its consolidated financial

statements or disclosures.

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

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

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

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

adopted this ASU prospectively on January 1, 2026, with no material impact to its consolidated financial statements or

disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03 Income Statement — Reporting Comprehensive Income — Expense

Disaggregation Disclosures (Subtopic 220-40) — Disaggregation of Income Statement Expenses, which requires the

disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial

statements. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods

within fiscal years beginning after December 15, 2027, with early adoption permitted. The amendments in this ASU may

be applied either prospectively or retrospectively. The Company is currently evaluating the impact of adopting this ASU on

its disclosures.

In September 2025, the FASB issued ASU 2025-06 Intangibles — Goodwill and Other — Internal-Use Software (Subtopic

350-40) — Targeted Improvements to the Accounting for Internal-Use Software, which removes all references to

prescriptive and sequential software development stages and instead requires entities to begin capitalizing costs once

management has authorized and committed to funding the software, and it is probable that the project will be completed

and used to perform its intended functions. Significant uncertainty regarding development activities must be assessed when

evaluating if a project is probable to be completed. Additionally, the ASU clarifies certain disclosure requirements for

capitalized internal-use software costs. This ASU is effective for annual reporting periods beginning after December 15,

2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments

in this ASU may be applied prospectively, using a modified transition approach, or retrospectively. The Company is

currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

2. Revenue from Contracts with Customers

Disaggregation of Revenue

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

Contract Balances

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

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

receivable – net on the Consolidated Balance Sheets. The contract assets balance was$55.8 million and$65.4 million as of

September 30, 2026 and December 31, 2025, respectively. The contract liability balance related to deferred revenue, which

is included within Accounts payable and accrued liabilities on the Consolidated Balance Sheets, was$17.3 million and

$10.0 million as of September 30, 2026 and December 31, 2025, respectively. During thethree and nine months ended

September 30, 2026,$1.2 million and$9.3 million, respectively, of the contract liabilities outstanding as of December 31,

2025, were recognized as revenue.

3. Mergers and Acquisitions

There were no material acquisitions completed during the nine months ended September 30, 2026.

2025 Acquisitions

On February 3, 2025, the Company completed the acquisition of Velocity Risk Underwriters, LLC (“Velocity”), an MGU

specializing in first-party insurance coverage for catastrophe exposed properties, headquartered in Nashville, Tennessee,

for cash consideration of$549.6 million and contingent consideration of$19.6 million. Measurement period adjustments

related to the initial valuation of contingent consideration of$1.5 million, Other current assets of$1.5 million, and net

working capital of$0.9 million were recognized as a net$0.9 million increase in Goodwill on the Consolidated Balance

Sheets as of December 31, 2025.

On May 1, 2025, the Company completed the acquisition of certain assets of USQRisk Holdings, LLC, a company based in

New York, New York, and London, England, that underwrites, structures, prices, and places specialty insurance for

corporate clients seeking bespoke, multi-year risk solutions, for cash consideration of$28.9 million and contingent

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

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

On May 16, 2025, the Company completed the acquisition of 360° Underwriting, an MGU specializing in commercial

construction, based in Dublin and Galway, Ireland, for cash consideration of$28.2 million and contingent consideration of

$0.6 million.

On July 1, 2025, the Company completed the acquisition of certain assets of J.M. Wilson Corporation, a binding authority

and surplus lines broker specializing in transportation insurance, headquartered in Portage, Michigan, for$67.2 million of

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

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

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

December 31, 2025.

On December 1, 2025, the Company completed the acquisition of Stewart Specialty Risk Underwriting Ltd., an MGU

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

$124.3 million of cash consideration and$8.1 million of the Company’s Class A common stock. During the nine months

ended September 30, 2026, a measurement period adjustment related to net working capital of$1.3 million was recognized

as an increase in Goodwill on the Consolidated Balance Sheets.

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

related costs, for the acquisitions completed during the nine months ended September 30, 2025, of$0.3 million and$11.8

million during thethree and nine months ended September 30, 2025, respectively, in General and administrative expense

on the Consolidated Statements of Income. The Company recognized aggregate revenue of$23.2 million and$78.5 million

related to these acquisitions from their respective acquisition dates during thethree and nine months ended September 30,

2025, respectively. Estimated tax deductible goodwill of$39.3 million was generated as a result of these acquisitions.

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

one year from each acquisition date.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information presents the combined results of operations of the Company as if

the acquisitions completed during the nine months ended September 30, 2025, occurred on January 1, 2024. The unaudited

pro forma financial information is presented for informational purposes only and is not indicative of the results of

operations that would have been achieved if the acquisitions had taken place on the date indicated or of results that may

occur in the future.

The unaudited pro forma financial information includes adjustments related to incremental amortization expense on

acquired intangible assets, transaction costs, incremental income tax expense related to the Common Control

Reorganization (“CCR”), and the consequential tax effects of the pro forma adjustments. See Note 16, Income Taxes for

further information regarding the CCR.

Contingent Consideration

Total consideration for certain acquisitions includes contingent consideration or contingently returnable consideration,

which is generally based on the EBITDA or revenue of the acquired business following a defined period after purchase.

Further information regarding the fair value measurements of contingent consideration and contingently returnable

consideration is detailed in Note 13, Fair Value Measurements. The Company recognizes income or loss for the changes in

fair value of estimated contingent consideration and contingently returnable consideration within Change in contingent

consideration, and recognizes accretion of the discount on these assets or liabilities within Interest expense, net, on the

Consolidated Statements of Income. The table below summarizes the amounts recognized:

As of September 30, 2026, the aggregate amount of maximum consideration related to acquisitions was$500.2 million of

contingent consideration and$6.6 million of contingently returnable consideration.

4. Restructuring

During the first quarter of 2026, the Company initiated the Empower program to streamline the Company’s brokerage,

binding, and underwriting operations, optimize scale, accelerate data and technology strategies, and enhance efficiencies

across all of the Company’s Specialties. The restructuring plan is expected to incur total restructuring costs of$160.0

million, including$115.0 million related to business platform optimization and$45.0 million related to compensation and

benefits, through December 31, 2028, and to generate annual savings of approximately$80.0 million in 2029. Business

platform optimization includes expenses related to professional services, technology and data initiatives, license fees, and

third-party contractors, as well as non-cash expenses associated with the impairment of internally-developed software.

Compensation and benefits includes severance as well as employment costs for services rendered between the notification

and termination dates and other termination payments. The following table presents the restructuring expense incurred:

For thethree and nine months ended September 30, 2026, the Company recognized restructuring expenses of$19.7 million

and$33.3 million, respectively, including contractor costs, in Compensation and benefits, and$4.4 million and$28.7

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

administrative expense recognized during thenine months ended September 30, 2026, included$11.7 million related to the

impairment of internally-developed software.

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

Charges in the table above include both costs expensed and capitalized during the period. As of September 30, 2026,$7.2

million of the restructuring liability was included in Accounts payable and accrued liabilities, and$15.4 million and$1.8

million were included in Current Accrued compensation and Non-current Accrued compensation, respectively, on the

5. Receivables and Other Current Assets

Receivables

The Company had receivables of$576.1 million and$489.0 million outstanding as of September 30, 2026 and

December 31, 2025, respectively, which were recognized within Commissions and fees receivable – net on the

Consolidated Balance Sheets. Commissions and fees receivable is net of an allowance for expected credit losses. The

Company’s allowance for expected credit losses is based on a combination of factors, including evaluation of historical

write-offs, current economic conditions, aging of balances, and other qualitative and quantitative analyses.

The following table provides a summary of changes in the Company’s allowance for expected credit losses:

Other Current Assets

Major classes of other current assets consisted of the following:

Other current receivables contain service receivables from Geneva Re, Ltd (“Geneva Re”). See Note 15, Related Parties,

for further information regarding related parties.

6. Leases

The Company has operating leases with various terms through February 2038, primarily for office space and office

equipment. The following table provides additional information about the Company’s leases:

7. Debt

Substantially all of the Company’s debt is carried at outstanding principal balance, less debt issuance costs and any

unamortized discount. The following table is a summary of the Company’s outstanding debt:

Term Loan

As of September 30, 2026,$1,670.3 million of the Term Loan principal was outstanding,$0.3 million of interest was

accrued, and the related unamortized deferred issuance costs were$20.5 million. As of December 31, 2025,$1,683.0

million of the principal was outstanding,$0.3 million of interest was accrued, and the related unamortized deferred

issuance costs were$23.6 million.

Revolving Credit Facility

The Revolving Credit Facility had a borrowing capacity of$1,400.0 million as of September 30, 2026 and December 31,

2025. Due to the nature of the instrument, the deferred issuance costs related to the facility of$5.9 million and$7.5 million

as of September 30, 2026 and December 31, 2025, respectively, were included in Other non-current assets on the

Consolidated Balance Sheets. The commitments available to be borrowed under the Revolving Credit Facility were$977.2

million as of September 30, 2026, as the facility was drawn on by$422.8 million. The commitments available to be

borrowed under the Revolving Credit Facility were$1,326.8 million as of December 31, 2025, as the facility was drawn on

by$73.2 million.

The Company pays a commitment fee on undrawn amounts under the facility of 0.25%-0.50%. As of September 30, 2026

and December 31, 2025, the Company accrued$0.6 million and$0.8 million, respectively, of unpaid commitment fees

related to the Revolving Credit Facility in Short-term debt and current portion of long-term debt on the Consolidated

Balance Sheets. As of September 30, 2026 and December 31, 2025, accrued interest on the facility was$1.1 million and

$0.1 million, respectively.

Senior Secured Notes due 2030

In February 2022, the LLC issued$400.0 million of Senior Secured Notes. As of September 30, 2026 and December 31,

2025, accrued interest on the notes was$2.9 million and$7.3 million, respectively, and the related unamortized deferred

issuance costs were$3.8 million and$4.6 million, respectively.

Senior Secured Notes due 2032

In September 2024, the LLC issued$600.0 million of Senior Secured Notes at par. In December 2024, the LLC issued an

additional$600.0 million of Senior Secured Notes at a price of 99.5% of their face value plus accrued interest from

September 19, 2024. The notes issued in December 2024 were issued as additional notes under the same indenture as the

notes that were issued in September 2024 and, as such, form a single series and trade interchangeably with the previously

issued senior secured notes due 2032. As of September 30, 2026 and December 31, 2025, accrued interest on the notes was

$11.8 million and$29.4 million, respectively, and the related unamortized deferred issuance costs, including discount, were

$17.6 million and$19.5 million, respectively.

8. Stockholders’ Equity

Ryan Specialty’s amended and restated certificate of incorporation authorizes the issuance of up to 1,000,000,000 shares of

Class A common stock,1,000,000,000 shares of Class B common stock, and 500,000,000 shares of preferred stock, each

having a par value of$0.001 per share.

The New LLC Operating Agreement requires that the Company and the LLC at all times maintain aone-to-one ratio

between the number of shares of Class A common stock issued by the Company and the number of LLC Common Units

owned by the Company, except as otherwise determined by the Company.

Class A and Class B Common Stock

Each share of Class A common stock is entitled toone vote per share. Each share of Class B common stock is entitled to 10

votes per share but, upon the occurrence of certain events as set forth in the Company’s amended and restated certificate of

incorporation, or as of September 30, 2029, at the latest, each share will be entitled toone vote per share in the future. All

holders of Class A common stock and Class B common stock vote together as a single class except as otherwise required

by applicable law or our amended and restated certificate of incorporation. Holders of Class B common stock do not have

any right to receive dividends or distributions upon the liquidation or winding up of the Company.

In accordance with the New LLC Operating Agreement, the LLC Unitholders are entitled to exchange LLC Common Units

for shares of Class A common stock, or, at the Company’s election, for cash from a substantially concurrent public offering

or private sale (based on the price of our Class A common stock in such public offering or private sale). The LLC

Unitholders are also required to deliver to the Company an equivalent number of shares of Class B common stock to

effectuate such an exchange. Any shares of Class B common stock so delivered will be canceled. Shares of Class B

common stock are not issued for Class C Incentive Units that are exchanged for LLC Common Units as these LLC

Common Units are immediately exchanged for Class A common stock as discussed in Note 9, Equity-Based

Compensation.

Preferred Stock

There wereno shares of preferred stock outstanding as of September 30, 2026 or December 31, 2025. Under the terms of

the amended and restated certificate of incorporation, the Board is authorized to direct the Company to issue shares of

preferred stock in one or more series without stockholder approval. The Board has the discretion to determine the rights,

preferences, privileges, and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges,

and liquidation preferences, of each series of preferred stock.

Share Repurchase Program

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

Company to repurchase up to$300.0 million of its outstanding Class A common stock. On May 21, 2026, the Company’s

Board of Directors authorized a$300.0 million increase to the Company’s share repurchase program. Authorized amounts

exclude broker commissions. Share repurchases may be made from time to time on the open market, in privately negotiated

transactions, using Rule 10b5-1 trading plans, as accelerated share repurchases, or in any other manner that complies with

the applicable securities law. The timing of purchases and number of shares repurchased under the program will depend

upon a variety of factors including the Company’s stock price, trading volume, working capital or other liquidity

requirements, and market conditions. The Company is not obligated to purchase any shares under the program and the

program may be suspended or discontinued at any time without notice.

During thenine months ended September 30, 2026, the Company repurchased and subsequently retired 12,658,436 shares

of its Class A common stock inopen market transactions for an aggregate purchase price of$450.3 million, inclusive of

broker commissions and exclusive of excise taxes. As of September 30, 2026,$150.0 million remained available for

repurchases under the program.

Dividends

During the three months ended September 30, 2026, the Company’s Board of Directors declared a regular quarterly cash

dividend of$0.13 per share on the Company’s outstanding Class A common stock. During thenine months ended

September 30, 2026,$48.9 million of dividends were paid on Class A common stock.

Non-controlling Interests

The Company is the sole managing member of the LLC. As a result, the Company consolidates the LLC in its consolidated

financial statements, resulting in non-controlling interests related to the LLC Common Units not held by the Company. As

of September 30, 2026 and December 31, 2025, the Company owned 47.6% and 49.1%, respectively, of the economic

interests in the LLC, while the non-controlling interest holders owned the remaining 52.4% and 50.9%, respectively, of the

economic interests in the LLC.

Weighted-average ownership percentages for the applicable reporting periods are used to attribute net income (loss) and

other comprehensive income (loss) (“OCI”) to the Company and the non-controlling interest holders. The non-controlling

interest holders’ weighted-average ownership percentage was 52.9% and 51.2% for the three months ended September 30,

2026 and 2025, respectively, and 52.0% and 51.6% for thenine months ended September 30, 2026 and 2025, respectively.

During the three months ended September 30, 2026, the Company declared a regular quarterly cash distribution of$0.06

per unit on the LLC’s outstanding LLC Common Units. During thenine months ended September 30, 2026,$24.1 million

in distributions were paid to the non-controlling interest holders of the LLC Common Units.

9. Equity-Based Compensation

The Ryan Specialty Holdings, Inc. 2021 Omnibus Incentive Plan (the “Omnibus Plan”) governs, among other things, the

types of awards the Company can grant to employees as equity-based compensation awards. The Omnibus Plan provides

for potential grants of the following awards: (i) stock options, (ii) stock appreciation rights, (iii) restricted stock awards,

(iv) performance awards, (v) other stock-based awards, (vi) other cash-based awards, and (vii) analogous equity awards

made in equity of the LLC.

IPO-Related Awards

As a result of the Organizational Transactions, pre-IPO holders of LLC Units that were granted as incentive awards, which

had historically been classified as equity and vested pro rata over five years, were required to exchange their LLC Units for

either Restricted Stock or Restricted Common Units. Additionally, Reload Options or Reload Class C Incentive Units were

issued to employees in order to protect against the dilution of their existing awards upon exchange to the new awards.

Separately, certain employees were granted one or more of the following new awards: (i) Restricted Stock Units (“RSUs”),

(ii) Staking Options, (iii) Restricted LLC Units (“RLUs”), or (iv) Staking Class C Incentive Units. The terms of these

awards are described below. All awards granted as part of the Organizational Transactions and the IPO were subject to

non-linear transfer restrictions for at least the five-year period following the IPO.

Incentive Awards

As part of the Company’s annual compensation process, the Company issues certain employees and directors equity-based

compensation awards (“Incentive Awards”). Additionally, the Company offers Incentive Awards to certain new hires.

These Incentive Awards typically take the form of (i) RSUs, (ii) RLUs, (iii) Stock Options, (iv) Class C Incentive Units,

(v) Performance Stock Units (“PSUs”), and (vi) Performance LLC Units (“PLUs”). The terms of these awards are

described below.

Restricted Stock Units (RSUs)

IPO RSUs

Related to the IPO, the Company granted RSUs to certain employees. The IPORSUs either vested pro rata over 5 years

from the grant date or vest over 10 years from the grant date, with 10% vesting in each of years 3 through 9 and 30%

vesting in year 10.

Incentive RSUs

Incentive RSUs vest either 100% 3 or 5 years from the grant date, pro rata over 5 years from the grant date, over 5 years

from the grant date, with one-third of the grant vesting in each of years 3,4, and 5, or over 7 years from the grant date, with

20% vesting in each of years 3 through 7.

Upon vesting, RSUs automatically convert on aone-for-one basis into Class A common stock.

Stock Options

Reload and Staking Options

As part of the Organizational Transactions and IPO, certain employees were granted Reload Options or Staking Options

that entitle the award holder to future purchases of Class A common stock, on aone-for-one basis, at the IPO price of

$23.50. The Reload Options vested either 100% 3 years from the grant date or over 5 years from the grant date, with one-

third ofthe grant vesting in each of years 3,4, and 5. In general, vested Reload Options are exercisable up to the tenth

anniversary of the grant date. The Staking Options vest over 10 years from the grant date, with 10% vesting in each of

years 3 through 9 and 30% vesting in year 10. Staking Options are exercisable up toone year after their vest date.

Incentive Options

Incentive Options entitle the award holder to future purchases of Class A common stock, on aone-for-one basis, at the

respective exercise prices. The Incentive Options vest either over 5 years from the grant date, with one-third of the grant

vesting in each of years 3,4, and 5, or pro rata over 7 years from the grant date. In general, vested Incentive Options are

exercisable up to the tenth anniversary of the grant date.

1 As the Reload and Staking Options were one-time grants at the IPO, the weighted-average exercise price for any

movements in these awards will perpetually be$23.50. As such, the values are not presented in the table above.

Thefair values of Incentive Options granted during thenine months ended September 30, 2026, were determined using the

Black-Scholes option pricing model with thefollowing assumptions:

The use of a valuation model for the Options requires management to make certain assumptions with respect to selected

model inputs. The expected volatilities were calculated based on the observed volatilities for comparable companies. The

expected time to maturity was based on the weighted-average vesting terms and contractual terms of the awards. The risk-

free interest rates were based on U.S. Treasury rates commensurate with the expected life of the awards. The dividend

yields were based on the Company’s expected dividend rates.

As of September 30, 2026, there were 2,962,469,6,666, and 96,258 exercisable Reload, Staking, and Incentive Options,

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

outstanding and exercisable as of September 30, 2026, were as follows:

Restricted LLC Units (RLUs)

IPO RLUs

Related to the IPO, the Company granted RLUs to certain employees that either vested pro rata over 5 years from the grant

date or vest over 10 years from the grant date, with 10% vesting in each of years 3 through 9 and 30% vesting in year 10.

Incentive RLUs

Incentive RLUs vest either 100% 3 years from the grant date, pro rata over 3 or 5 years from the grant date, or over 7 years

from the grant date, with 20% vesting in each of years 3 through 7.

Upon vesting, RLUs convert on aone-for-one basis into either LLC Common Units or Class A common stock at the

election of the Company.

Class C Incentive Units

Reload and Staking Class C Incentive Units

As part of the Organizational Transactions and IPO, certain employees were granted Reload Class C Incentive Units or

Staking Class C Incentive Units, which are profits interests. When the value of Class A common stock exceeds the

participation threshold, vested profits interests may be exchanged for LLC Common Units of equal value. On exchange,

the LLC Common Units are immediately redeemed on aone-for-one basis for Class A common stock. The Reload Class C

Incentive Units vested either 100% 3 years from the grant date or over 5 years from the grant date, with one-third of the

grant vesting in each of years 3,4, and 5. The Staking Class C Incentive Units either vested pro rata over 5 years from the

grant date or vest over 10 years from the grant date, with 10% vesting in each of years 3 through 9 and 30% vesting in year

Class C Incentive Units

Class C Incentive Units are profits interests. When the value of Class A common stock exceeds the participation threshold,

vested profits interests may be exchanged for LLC Common Units of equal value. On exchange, the LLC Common Units

are immediately redeemed on aone-for-one basis for Class A common stock. The Class C Incentive Units vest over 8 years

from the grant date, with 15% vesting in each of years 3 through 7 and 25% vesting in year 8, or over 7 years from the

grant date, with 20% vesting in each of years 3 through 7.

As the Reload and Staking Class C Incentive Units were one-time grants at the IPO, the weighted-average participation

threshold for these awards will be consistent across any type of movement. The weighted-average participation threshold

for Reload and Staking Class C Incentive Units was$22.96 and$23.14 as of September 30, 2026 and December 31, 2025,

respectively. The decrease in the participation thresholds for the various types of Class C Incentive Units was due to the

distributions declared with respect to these awards during thenine months ended September 30, 2026.

Performance Based Awards

Performance Stock Units (PSUs) and Performance LLC Units (PLUs)

Performance-based equity awards, PSUs and PLUs, are subject to the achievement of several defined performance and

market metrics. All performance awards are subject to a total shareholder return (“TSR”) compound annual growth rate

(“CAGR”) target and one or more of the following metrics: (i) an Adjusted EBITDAC margin target, (ii) an Organic

revenue CAGR target, or (iii) an individual revenue target. The TSR CAGR is calculated from the base price, as outlined in

the respective grant agreements, to the volume weighted-average price (“VWAP”) of Class A common stock for the period

specified by the grant agreement plus dividends paid to Class A common shareholders. A minimum threshold for the TSR

CAGR, as well as the targets for the other metrics, as applicable, must all be met in order for the awards to vest.

In general, the PSUs and PLUs vest 5 years from the grant date. PSUs represent the right to receive Class A common

shares and PLUs represent the right to receive LLC Common Units upon vesting. If the minimum threshold of the TSR

CAGR is achieved, and the other required targets are achieved, the TSR CAGR target and, if applicable, the individual

revenue target, will determine how many Class A common shares or LLC Common Units, as applicable, the awards vest

into. Assuming at least the minimum thresholds are met, the awards will vest into between 75% and 150% of the applicable

target stock or units, which will be calculated on a graduated basis. Confirmation of the targets will not occur until after

earnings are reported for the final fiscal year in the award’s performance period. The probability of achieving the

performance metrics is assessed each reporting period for expense purposes. During the three months ended September 30,

2025, it was determined that a performance metric for the executive PSUs and PLUs granted in fiscal year 2024 was not

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

three months ended September 30, 2026, it was determined that a performance metric forcertain PSUs granted in fiscal

year 2025 was not probable of being achieved and, as a result, the expense previously recognized for these awards was

reversed.

Non-Employee Director Stock Grants

The Company grants RSUs to non-employee directors serving as members of the Company’s Board of Directors (“Director

Stock Grants”). The Director Stock Grants are fully vested upon grant. The Company granted 56,600 Director Stock Grants

with a weighted-average grant date fair value of$34.74 and 23,230 Director Stock Grants with a weighted-average grant

date fair value of$69.94 during thenine months ended September 30, 2026 and 2025, respectively.

Dividend Equivalents and Declared Distributions

A majority of the Company’s unvested equity-based compensation awards, with the exception of Options and Class C

Incentive Units, are entitled to accrue dividend equivalents if the award vests into Class A common stock (“Dividend

Equivalents”) or declared distributions if the award vests into LLC Common Units (“Declared Distributions”) over the

period the underlying award vests. The Dividend Equivalents and Declared Distributions will be paid in cash to award

holders at the time the underlying award vests. If an award holder forfeits their underlying award, the accrued Dividend

Equivalents or Declared Distributions will also be forfeit. Class C Incentive Units do not accrue cash distributions but

instead have their participation thresholds lowered by each Declared Distribution. Options do not participate in dividends.

As of September 30, 2026, the Company accrued$1.7 million and$0.2 million related to Dividend Equivalents and

Declared Distributions, respectively, in Accounts payable and accrued liabilities, and$4.0 million and$0.5 million related

to Dividend Equivalents and Declared Distributions, respectively, in Other non-current liabilities on the Consolidated

Balance Sheets. As of December 31, 2025, the Company accrued$1.1 million and$0.1 million related to Dividend

Equivalents and Declared Distributions, respectively, in Accounts payable and accrued liabilities, and$4.3 million and$0.6

million related to Dividend Equivalents and Declared Distributions, respectively, in Other non-current liabilities on the

Equity-Based Compensation Expense

The following table includes the equity-based compensation the Company recognized by award type:

As of September 30, 2026, the unrecognized equity-based compensation expense and the related weighted-average

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

follows:

10. Earnings Per Share

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

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

giving effect to potentially dilutive shares, including LLC equity awards and the non-controlling interests’ LLC Common

Units that are exchangeable into Class A common stock. As shares of Class B common stock do not share in earnings and

are not participating securities, they are not included in the Company’s calculation. A reconciliation of the numerator and

denominator used in the calculation of basic and diluted earnings per share of Class A common stock is as follows:

The following numbers of shares were excluded from the calculation of diluted earnings per share because the effect of

including such potentially dilutive shares would have been antidilutive:

1 Weighted-average units outstanding during the period.

11. Derivatives

Interest Rate Cap

In 2022, the Company entered into an interest rate cap agreement to manage its exposure to interest rate fluctuations related

to the Company’s Term Loan in the amount of$25.5 million. The interest rate cap had a$1,000.0 million notional amount,

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

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

For thethree and nine months ended September 30, 2025, the decreases of$3.9 million and$10.8 million, respectively, in

the fair value of the interest rate capwere recognized in OCI. See Note 16, Income Taxes, for further information on the tax

effects on OCI related to the interest rate cap. The location and gains (losses) related to the interest rate cap were

recognized on the Consolidated Statements of Income as follows:

See Note 13, Fair Value Measurements, for information on the fair value of the interest rate cap.

12. Variable Interest Entities

As discussed in Note 1, Basis of Presentation, the Company consolidates the LLC as a VIE under ASC 810. The

Company’s financial position, financial performance, and cash flows effectively represent those of the LLC as of and for

thenine months ended September 30, 2026, with the exception of Cash and cash equivalents of$45.5 million, Other

current assets of$6.4 million, Deferred tax assets of$251.2 million, Accounts payable and accrued liabilities of$4.7

million, Other non-current liabilities of$4.0 million, and the entire balance of the Tax Receivable Agreement liabilities of

$485.1 million on the Consolidated Balance Sheets, which are attributable solely to Ryan Specialty Holdings, Inc. As of

December 31, 2025, Cash and cash equivalents of$22.5 million, Other current assets of$18.3 million, Deferred tax assets

of$309.1 million, Accounts payable and accrued liabilities of$1.1 million, Other non-current liabilities of$4.3 million,

and the entire balance of the Tax Receivable Agreement liabilities of$459.0 million on the Consolidated Balance Sheets

were attributable solely to Ryan Specialty Holdings, Inc.

13. Fair Value Measurements

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

follows:

Level 1: Observable inputs such as quoted prices for identical assets in active markets;

Level 2: Inputs other than quoted prices for identical assets in active markets, that are observable either directly or

indirectly; and

Level 3: Unobservable inputs in which there is little or no market data which requires the use of valuation techniques and

the development of assumptions.

The level in the fair value hierarchy within which the fair value measurement is classified is determined based on the

lowest level of input that is significant to the fair value measurement in its entirety.

The carrying amount of financial assets and liabilities reported on the Consolidated Balance Sheets for commissions and

fees receivable – net, other current assets, accounts payable, short-term debt, and other accrued liabilities as of

September 30, 2026 and December 31, 2025, approximate fair value because of the short-term duration of these

instruments. The fair value of long-term debt, including the Term Loan, Senior Secured Notes, and any current portion of

such debt, was$3,192.4 million and$3,308.4 million as of September 30, 2026 and December 31, 2025, respectively. The

fair value of the Term Loan and Senior Secured Notes would be classified as Level 2 in the fair value hierarchy. See Note

7, Debt, for the carrying values of the Company’s debt.

Interest Rate Cap

The Company used an interest rate cap to manage its exposure to interest rate fluctuations related to the Company’s Term

Loan. The fair value of the interest rate cap was determined using the market standard methodology of discounting the

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

interest rates used in the calculation of projected receipts on the cap were based on an expectation of future interest rates

derived from observable market interest rate curves and volatilities. The inputs used in determining the fair value of the

interest rate cap were considered Level 2 inputs. See Note 11, Derivatives, for further information on the interest rate cap.

Contingent Consideration

The fair values of contingent consideration and contingently returnable consideration are based on the present value of the

future expected payments to be made to the sellers and to be received from the sellers, respectively, of certain acquired

businesses in accordance with the provisions outlined in the respective purchase agreements, which are Level 3 fair value

measurements. In determining fair value, the Company estimates cash payments and receipts based on management’s

financial projections of the performance of each acquired business relative to the formula specified by each purchase

agreement. The Company utilizes Monte Carlo simulations to evaluate financial projections of each acquired business. The

Monte Carlo models consider forecasted revenue and EBITDA and market risk-adjusted revenue and EBITDA, which are

run through a series of simulations. As of September 30, 2026, the models used risk-free rates, expected volatility, and a

credit spread that ranged from 2.7% to 4.4%,7.0% to 28.6%, and 0.5% to 2.4%, respectively. As of December 31, 2025,

the models used risk-free rates, expected volatility, and a credit spread that ranged from 1.9% to 3.7%,6.2% to 21.5%, and

0.8% to 2.7%, respectively. The Company discounts the expected payments created by the Monte Carlo model to present

value using a risk-adjusted rate that takes into consideration the market-based rates of return that reflect the ability of the

acquired entity to achieve its targets. The discount rate ranges used to present value the cash payments were 4.6% to 6.3%

and 4.2% to 6.4% as of September 30, 2026 and December 31, 2025, respectively.

Each period, the Company revalues the contingent consideration and contingently returnable consideration associated with

certain prior acquisitions to their fair value and records the related changes of the fair value in Change in contingent

consideration on the Consolidated Statements of Income. Changes in contingent consideration result from changes in the

assumptions regarding probabilities of successful achievement of related EBITDA and revenue milestones, the estimated

timing in which milestones are achieved, and the discount rate used to estimate the fair value. Contingent consideration

may change significantly as the Company’s revenue growth rate and EBITDA estimates evolve and additional data is

obtained, impacting the Company’s assumptions. The use of different assumptions and judgments could result in a

materially different estimate of fair value which may have a material impact on the results from operations and financial

position. See Note 3, Mergers and Acquisitions, for further information on contingent consideration.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring

basis by fair value hierarchy input level:

Contingently returnable consideration of$3.0 million and$3.3 million was recorded in Other current assets on the

Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025, respectively. Contingently returnable

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

December 31, 2025. Contingent consideration of$88.5 million and$55.9 million was recorded in Accounts payable and

accrued liabilities on the Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025, respectively.

Contingent consideration of$11.0 million and$92.5 million was recorded in Other non-current liabilities on the

Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025, respectively.

Level 3 Assets and Liabilities Measured at Fair Value

The following is a reconciliation of the beginning and ending balances of the Level 3 assets and liabilities measured at fair

value:

For thenine months ended September 30, 2026,$0.3 million and$3.1 million of contingently return able consideration

settlements are presented in the operating and financing sections, respectively, of the Consolidated Statements of Cash

Flows. For thenine months ended September 30, 2025, the$1.9 million settlement of contingently returnable consideration

is presented in the financing section of the Consolidated Statements of Cash Flows. For thenine months ended

September 30, 2026, contingent consideration settlements of$52.1 million and$37.4 million are presented in the operating

and financing sections, respectively, of the Consolidated Statements of Cash Flows. For thenine months ended

September 30, 2025,$19.4 million and$29.3 million of contingent consideration settlements are presented in the operating

and financing sections, respectively, of the Consolidated Statements of Cash Flows.

14. Commitments and Contingencies

As an E&S and Admitted markets intermediary, the Company faces ordinary course of business E&O exposure. The

Company also has potential E&O risk if an insurance carrier with which Ryan Specialty placed coverage denies coverage

for a claim or pays less than the insured believes is the full amount owed. The Company seeks to resolve, through

commercial accommodations, certain matters to limit the economic exposure, including potential legal fees, and

reputational risk created by E&O matters or disagreements between a carrier and the insured.

The Company utilizes insurance to provide protection from E&O liabilities that may arise during the ordinary course of

business. Ryan Specialty’s E&O insurance provides aggregate coverage for E&O losses up to$150.0 million in excess of a

per claim retention amount of$5.0 million. The Company periodically determines a range of possible outcomes using the

best available information that relies, in part, on projecting historical claim data into the future. Loss contingencies of$4.1

million and$3.2 million were recorded for outstanding matters as of September 30, 2026 and December 31, 2025,

respectively. Loss contingencies exclude the impact of any loss recoveries and are recognized within Accounts payable and

accrued liabilities on the Consolidated Balance Sheets. The Company recognized the net impact of loss contingencies and

any loss recoveries of$0.3 million and$0.7 million of E&O expense for the three months ended September 30, 2026 and

2025, respectively, and$3.0 million and$4.3 million for thenine months ended September 30, 2026 and 2025,

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

commercial accommodation data used to project the current estimates may not be indicative of future claim activity. Thus,

the estimates could change in the future as more information becomes known, which could materially impact the amounts

reported and disclosed herein.

15. Related Parties

Equity Method Investments

Ryan Investment Holdings

Ryan Investment Holdings, LLC (“RIH”) was formed as an investment holding company designed to aggregate the funds

of Ryan Specialty and Geneva Ryan Holdings, LLC (“GRH”) for investment in Geneva Re Partners, LLC (“GRP”). GRH

was formed as an investment holding company designed to aggregate investment funds of Patrick G. Ryan and other

affiliated investors. Two affiliated investors are LLC Unitholders and directors of the Company, and another is an LLC

Unitholder and employee of the Company. Ryan Specialty does not consolidate GRH as the Company does not have a

direct investment in or variable interest in this entity.

The Company holds a 47% interest in RIH and GRH holds the remaining 53% interest. RIH has a 50% non-controlling

interest in GRP and the other 50% is owned by Nationwide Mutual Insurance Company. GRP wholly owns Geneva Re, a

Bermuda-regulated reinsurance company, and GR Bermuda SAC Ltd (the “Segregated Account Company”). The

Segregated Account Company hasone segregated account, which is beneficially owned by a third-party insurance

company (the “Third-party Insurer”). RIH is considered a related party variable interest entity under common control with

the Company. The Company is not most closely associated with the variable interest entity and therefore does not

consolidate RIH. The assets of RIH are restricted to settling obligations of RIH, pursuant to Delaware limited liability

company statutes.

The Company is not required to contribute any additional capital to RIH, and its maximum exposure to loss on the equity

method investment is the total invested capital of$47.0 million. The Company may be exposed to losses arising from the

equity method investment as a result of underwriting losses recognized at Geneva Re or losses on Geneva Re’s investment

portfolio. The carrying value of the Company’s equity method investment in RIH was$109.9 million and$92.7 million as

of September 30, 2026 and December 31, 2025, respectively. RIH has committed to contribute additional capital to GRP

over the next several years. Patrick G. Ryan, through a trust of which he is the beneficiary and co-trustee, has committed to

personally fund any such additional capital contributions. Any such additional capital contributions under this commitment

will not affect the relative ownership of RIH’s common equity.

Velocity Specialty Insurance Company

On May 1, 2025, the Company acquired a 9.9% interest in Velocity Specialty Insurance Company (“VSIC”), an insurance

carrier writing middle market and small to medium business risks in catastrophe exposed areas, for$16.6 million. The

carrying value of the Company’s equity method investment in VSIC was$17.3 million as of December 31, 2025. In the

first quarter of 2026, the Company’s ownership of VSIC decreased to 5.2% as a result of a capital contribution made by

another investor in exchange for equity issued by VSIC. On July 10, 2026, the Company sold its remaining interest in

VSIC for$23.3 million. The ownership dilution and sale of the remaining interest in VSIC resulted in gains of$4.6 million

and$5.3 million recognized within Income from equity method investments on the Consolidated Statements of Income

during the three andnine months ended September 30, 2026, respectively.

Other Related Parties

Geneva Re

The Company has a service agreement with Geneva Re to provide both administrative services to, as well as disburse

payments for costs directly incurred by, Geneva Re. These direct costs include compensation expenses incurred by

employees of Geneva Re. The Company had$0.1 million and$0.3 million due from Geneva Re under this agreement as of

September 30, 2026 and December 31, 2025, respectively.

Ryan Re Services Agreements with Geneva Re

Ryan Re, a wholly owned subsidiary of the Company, is party to a services agreement with Geneva Re to provide, among

other services, certain underwriting and administrative services to Geneva Re. Ryan Re receives a service fee equal to

115% of the administrative costs incurred by Ryan Re in providing these services to Geneva Re. Revenue earned from

Geneva Re was$0.5 million and$0.4 million for the three months ended September 30, 2026 and 2025, respectively, and

$1.4 million and$1.2 million for thenine months ended September 30, 2026 and 2025, respectively. Receivables due from

Geneva Re under this agreement were$0.5 million and$0.8 million as of September 30, 2026 and December 31, 2025,

respectively.

Ryan Re is party to a services agreement with Geneva Re under which Ryan Re subcontracts certain services to Geneva Re

that are required for the segregated account of the Segregated Account Company on behalf of the Third-party Insurer. The

Company incurred expense of$5.3 million and$2.8 million during the three months ended September 30, 2026 and 2025,

respectively, and$11.0 million and$8.2 million during thenine months ended September 30, 2026 and 2025, respectively.

As of September 30, 2026 and December 31, 2025, the Company had prepaid expenses of$8.3 million and$6.4 million,

respectively, related to this services agreement. The prepaid expenses are included in Other current assets on the

Company Leasing of Corporate Jets

In the ordinary course of its business, the Company charters executive jets for business purposes from Executive Jet

Management (“EJM”), a third-party service provider. Mr. Ryan indirectly owns aircraft that he leases to EJM for EJM’s

charter operations for which he receives remuneration from EJM. The Company pays market rates for chartering aircraft

through EJM, unless the particular aircraft chartered is one that Mr. Ryan indirectly owns, in which case the Company

receives a discount and pays below market rates. Generally, the Company has been able to charter aircraft indirectly owned

by Mr. Ryan and make use of this discount. The Company recognized expense related to business usage of the aircraft of

$0.4 million and$0.3 million for the three months ended September 30, 2026 and 2025, respectively, and$0.8 million and

$0.5 million for thenine months ended September 30, 2026 and 2025, respectively.

Option Settlement Agreement

In connection with the Company’s grant of incentive stock options to certain employees during the nine months ended

September 30, 2026, the Company entered into and subsequently amended an option settlement agreement (the “Option

Settlement Agreement”) with a trust for which the Ryan Parties serve as trustees. The purpose of the Option Settlement

Agreement is to offset the dilutive effect of the grant and exercise of these incentive stock options on the Company’s

outstanding Class A common stock, such that the related incentive stock option exercises and share repurchases from the

Option Settlement Agreement are expected to result in zero incremental shares outstanding.

Pursuant to the Option Settlement Agreement, the Company has a conditional obligation to repurchase shares from the trust

upon the exercise of the related incentive stock options by employee option holders. Upon each exercise, the trust will sell

to the Company, and the Company will repurchase from the trust, shares of Class A common stock at the applicable option

exercise price equal to the number of shares underlying the exercised options, up to an aggregate repurchase amount of

$65.6 million. Shares repurchased under the Option Settlement Agreement will be retired upon repurchase.

Repurchases made under the Option Settlement Agreement will be effected outside of the Company’s authorized share

repurchase program and will not count toward any repurchase limitations established under that program. Because the

Company’s repurchase obligation is initially conditional and relates to a variable number of shares, no liability is

recognized until the underlying incentive stock options are exercised and the obligation to repurchase shares becomes

unconditional. The Option Settlement Agreement expires on September 8, 2036.

16. Income Taxes

The Company is taxed as a corporation for income tax purposes and is subject to federal, state, and local taxes with respect

to its allocable share of any net taxable income from the LLC. The LLC is a limited liability company taxed as a

partnership for income tax purposes, and its taxable income or loss is passed through to its members, including the

Company. The LLC is subject to income taxes on its taxable income in certain foreign countries, in certain state and local

jurisdictions that impose income taxes on partnerships, and on the taxable income of its U.S. corporate subsidiaries.

Effective Tax Rate

The Company’s effective tax rate from continuing operations was 8.50% and(4.70)% for the three months ended

September 30, 2026 and 2025, respectively, and 13.50% and 26.40% for thenine months ended September 30, 2026 and

2025, respectively. The effective tax rates for the three months ended September 30, 2026 and 2025, were lower than the

21% statutory rate primarily as a result of thevesting of RSUs, exercising of Stock Options, and the income attributable to

the non-controlling interests. The effective tax rate for the nine months ended September 30, 2026, was lower than the 21%

statutory rate primarilyas a resultof the income attributable to the non-controlling interests. The effective tax rate for the

nine months ended September 30, 2025, was higher than the 21% statutory rate primarily as a result of the non-cash

deferred income tax expense from the CCR related to the acquisition of Velocity, which is described below, offset by a

decrease related to the vesting of RSUs, exercising of Stock Options, and the income attributable to the non-controlling

interests.

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

as of September 30, 2026, that, if recognized, would affect the annual effective tax rate. The Company does not anticipate

material changes in unrecognized tax benefits within the next twelve-month period.

Deferred Taxes

The Company reported Deferred tax assets, net of deferred tax liabilities where appropriate, of$252.2 million and$310.1

million as of September 30, 2026 and December 31, 2025, respectively, on the Consolidated Balance Sheets. The decrease

in the Deferred tax assets during thenine months ended September 30, 2026, was primarily attributable to repurchases of

Class A common stock. As of September 30, 2026, the Company concluded that, based on the weight of all available

positive and negative evidence, the deferred tax assets with respect to the Company’s basis difference in its investment in

the LLC are more likely than not to be realized. As such, no valuation allowance has been recognized against that basis

difference.

Common Control Reorganization (CCR)

Subsequent to the acquisition of Velocity, which was acquired by a wholly owned subsidiary of Ryan Specialty Holdings,

Inc., the Company converted Velocity into an LLC (“Velocity LLC”) and transferred Velocity LLC to the LLC. This legal

entity reorganization was considered a transaction between entities under common control. The CCR, inclusive of impacts

from the Velocity measurement period adjustment, resulted in a reduction of deferred tax assets in the Company’s basis

difference in its investment in the LLC of$145.1 million and a non-cash deferred income tax expense of$48.0 million for

thenine months ended September 30, 2025. Additionally, the difference between the carrying value and the fair value of

the investment transferred under common control resulted in an increase of$29.8 million to Non-controlling interests on

the Consolidated Statements of Stockholders’ Equity during thenine months ended September 30, 2025.

Tax Receivable Agreement (TRA)

The Company is party to a TRA with current and certain former LLC Unitholders. The TRA provides for the payment by

the Company to the current and certain former LLC Unitholders of 85% of the net cash savings, if any, in U.S. federal,

state, and local income taxes that the Company actually realizes (or under certain circumstances is deemed to realize) from

(i) certain increases in the tax basis of the assets of the LLC resulting from purchases or exchanges of LLC Common Units

(“Exchange Tax Attributes”), (ii) certain tax attributes of the LLC that existed prior to the IPO (“Pre-IPO M&A Tax

Attributes”), (iii) certain favorable “remedial” partnership tax allocations to which the Company becomes entitled (if any),

and (iv) certain other tax benefits related to the Company entering into the TRA, including certain tax benefits attributable

to payments that the Company makes under the TRA (“TRA Payment Tax Attributes”). The Company recognizes a

liability on the Consolidated Balance Sheets based on the undiscounted estimated future payments under the TRA. The

amounts payable under the TRA will vary depending upon a number of factors, including the amount, character, and timing

of the taxable income of the Company in the future.

Based on current projections, the Company anticipates having sufficient taxable income to be able to realize the benefits

and has recorded Tax Receivable Agreement liabilities of$485.1 million related to these benefits on the Consolidated

Balance Sheets as of September 30, 2026. The following summarizes activity related to the Tax Receivable Agreement

liabilities:

During thenine months ended September 30, 2026 and 2025, increases to the TRA liabilities of$25.3 million and$36.1

million, respectively, due to exchanges of LLC Common Units for Class A common stock were recognized in Additional

paid-in capital on the Consolidated Statements of Stockholders’ Equity. During thenine months ended September 30, 2026

and 2025, increases to the TRA liabilities of$0.8 million due to accrued interest were recognized in Other non-operating

income on the Consolidated Statements of Income.

Other Comprehensive Income

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

17. Accumulated Other Comprehensive Income (Loss)

Changes in the balance of Accumulated other comprehensive income (loss), net of tax, were as follows:

1 Change in share of equity method investments’ other comprehensive income (loss) on the Consolidated Statements of

Comprehensive Income.

18. Segment Reporting

Segment Information

Ryan Specialty is organized as a single operating and reporting segment. The Company’s chief operating decision maker

(“CODM”) is its Chief Executive Officer. The Company has identified its single operating segment utilizing a management

approach that aligns with the manner in which the CODM utilizes the Company’s consolidated financial information for

resource allocation and performance evaluation. Refer to Note 1, Basis of Presentation, for a description of the Company’s

products and services and to Note 2, Revenue from Contracts with Customers, for the disaggregation of revenue by

Specialty.

The CODM utilizes consolidated net income as the primary metric to monitor budget versus actual results, assess the

performance of the business, and make decisions regarding resource allocation. The following table provides information

about the Company’s revenue and includes a reconciliation to net income:

1 Compensation-related expense includes salaries, commissions, bonus compensation, benefits, payroll taxes, and

contractor costs, and excludes acquisition and restructuring related expenses and equity-based compensation.

2 General and administrative expense includes travel and entertainment, professional services, occupancy, IT related costs,

and other operating costs, and excludes acquisition and restructuring related expenses.

3 Other segment items include acquisition and restructuring related expenses and equity-based compensation.

Geographic Information

Revenue is primarily recognized based on the country in which the services are performed. The following table illustrates

the geographic regions for the Company’s revenue:

The Company did not have material revenue from operations in any individual foreign country for thethree and nine

months ended September 30, 2026 or 2025. Asset information is not presented to the CODM. Substantially all of the

Company’s tangible long-lived assets are located in the United States; therefore, geographic information for long-lived

assets is not presented.

19. Supplemental Financial Information

Interest Income

The Company earned interest income of$1.4 million and$1.7 million during the three months ended September 30, 2026

and 2025, respectively, and$4.2 million and$6.3 million during thenine months ended September 30, 2026 and 2025,

respectively, on its operating Cash and cash equivalents. Interest income is recognized in Interest expense, net on the

Consolidated Statements of Income.

Supplemental Cash Flow Information

The following represents the supplemental cash flow information of the Company:

1 Interest paid is presented net of$12.0 million of cash received in connection with the Company’s interest rate cap for the

nine months ended September 30, 2025. See Note 11, Derivatives, for further information on the interest rate cap.

20. Subsequent Events

The Company has evaluated subsequent events through October 30, 2026, and has concluded that no events have occurred

that require disclosure other than the events listed below.

On October 29, 2026, the Company’s Board of Directors approved a quarterly cash dividend of$0.13 per share of

outstanding Class A common stock. The quarterly dividend will be payable on November 24, 2026, to shareholders of

record of Class A common stock as of the close of business on November 10, 2026. Any future dividends will be subject to

the approval of the Company’s Board of Directors.

Subsequent to September 30, 2026, and through October 29, 2026, the Company repurchased 1,310,583 shares of Class A

common stock for an aggregate purchase price of$50.0 million.