RYAN 10-K Annual Report Dec. 31, 2024 | Alphaminr
RYAN SPECIALTY GROUP HOLDINGS, INC.
ALPHAMINR

RYAN 10-K Fiscal year ended Dec. 31, 2024

Balance Sheet
Cash Flow
Income Statement
Debt
ryan-20241231
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
FORM 10-K
_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31 , 2024
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-40645
_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
img149671607_0.jpg
RYAN SPECIALTY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
86-2526344
(State or Other Jurisdiction
of Incorporation)
(IRS Employer
Identification No.)
155 North Wacker Drive , Suite 4000
Chicago , Illinois
60606
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: 312 784-6001
_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange
on which registered
Class A Common Stock, $0.001 par value per
share
RYAN
The New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE
_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the
filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received
by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting common equity held by non-affiliates of the Registrant, computed by reference to the last reported price at
which the Registrant’s common equity was sold on June 30, 2024 (the last day of the Registrant’s most recently completed second quarter) was
$ 7,023,419,425 .
On February 17, 2025 , the Registrant had 261,905,901 shares of common stock outstanding, consisting of 125,726,294 shares of Class A common stock,
$0.001 par value, and 136,179,607 shares of Class B common stock, $0.001 par value.
_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement for its 2025 Annual Meeting of Stockholders are incorporated by reference in this report in
response to Part III, Items 10, 11, 12, 13, and 14 which will be filed no later than 120 days after the Registrant’s fiscal year ended December 31, 2024 .
COMMONLY USED DEFINED TERMS
As used in this annual report, unless the context indicates or otherwise requires, the following terms have the
following meanings:
• “ we ”, “ us ”, “ our ”, the “ Company ”, “ Ryan Specialty ”, and similar references refer: (i) following the
consummation of the Organizational Transactions, including our IPO, to Ryan Specialty Holdings,
Inc., and, unless otherwise stated, all of its subsidiaries, including the LLC, and (ii) prior to the
completion of the Organizational Transactions, including our IPO, to the LLC and, unless otherwise
stated, all of its subsidiaries.
• “ 2030 Senior Secured Notes ”: The 4.375% senior secured notes due 2030 issued under an Indenture
dated February 3, 2022.
• “ 2032 Senior Secured Notes ”: The 5.875% senior secured notes due 2032 issued under an Indenture
dated September 19, 2024, as supplemented on December 9, 2024 .
• “ Adjusted Term SOFR ”: Prior to January 19, 2024, the interest rate per annum based on the Secured
Overnight Financing Rate (“SOFR”) plus a credit spread adjustment of 10 basis points, 15 basis
points, or 25 basis points for the one-month, three-month, or six-month borrowing periods,
respectively, subject to a 75 basis point floor. After January 19, 2024, the interest rate per annum
based on SOFR, without any credit spread adjustment, subject to a 75 basis point floor. After
September 13, 2024, the interest rate per annum based on SOFR, without any credit spread
adjustment, subject to a 0 basis point floor.
• “ Admitted ”: The insurance market comprising insurance carriers licensed to write business on an
“admitted” basis by the insurance commissioner of the state in which the risk is located. Insurance
rates and forms in this market are highly regulated by each state and coverages are largely uniform.
• “ All Risks LTIP ”: The legacy Long Term Incentive Plan of All Risks Specialty, LLC (f/k/a All Risk,
Ltd.), an insurance specialist providing services in wholesale brokerage and delegated underwriting
authority acquired by Ryan Specialty in September 2020.
• “ Binding Authority ”: Our Binding Authority receives submissions for insurance directly from retail
brokers, evaluates price, and makes underwriting decisions regarding these submissions based on
narrowly prescribed guidelines provided by carriers, and binds and issues policies on behalf of
insurance carriers who retain the insurance underwriting risk.
• “ Board ” or “ Board of Directors ”: The board of directors of Ryan Specialty.
• “ Class C Incentive Units ”: Class C common incentive units, initially of the LLC on and prior to
September 30, 2021 and then subsequently of New LLC, that are subject to vesting and will be
exchangeable into LLC Common Units.
• “ Credit Agreement ”: The credit agreement dated September 1, 2020, as amended, among Ryan
Specialty, LLC and JPMorgan Chase Bank, N.A., as administrative agent and the other lenders party
thereto.
• “ Credit Facility ”: The Term Loan and the Revolving Credit Facility.
• “ E&O ”: Errors and omissions.
• “ E&S ”: Excess and surplus lines. In this insurance market, insurance carriers are licensed on a “non-
admitted” basis. The excess and surplus lines market often offers carriers more flexibility in terms,
conditions, and rates relative to the Admitted market.
• “ Exchange Act ”: Securities Exchange Act of 1934, as amended.
• “ IPO ”: Initial public offering.
• “ LLC ”: Ryan Specialty, LLC, together with its parent New LLC, and their subsidiaries.
• “ LLC Common Units ”: Non-voting common interest units following the Organizational Transactions
initially of the LLC on and prior to September 30, 2021 and then subsequently of New LLC or LLC,
as the context requires.
• “ LLC Operating Agreement ”: the Eighth Amended and Restated Limited Liability Company
Agreement of the LLC, as amended.
• “ LLC Units ”: Class A common units and Class B common units of the LLC prior to the
Organizational Transactions.
• “ LLC Unitholders ”: Holders of the LLC Units or the LLC Common Units, as the context requires.
• “ MGA ”: Managing general agent.
• “ MGU ”: Managing general underwriter.
• “ New LLC ”: New Ryan Specialty, LLC is a Delaware limited liability company and a direct
subsidiary of Ryan Specialty Holdings, Inc.
• “ New LLC Operating Agreement ”: The Third Amended and Restated Limited Liability Company
Agreement of New LLC, as amended.
• “ Organizational Transactions ”: The series of organizational transactions completed by the Company
in connection with the IPO, as described in Note 1 to the consolidated audited financial statements
contained in the Form 10-K filed with the SEC on March 16, 2022.
• “ P&C ”: Property and casualty insurance.
• “ Revolving Credit Facility ”: Prior to July 30, 2024, the $600 million revolving credit facility under
the Credit Agreement. After July 30, 2024, the $1,400 million revolving credit facility under the
Credit Agreement.
• “ Ryan Parties ”: Patrick G. Ryan and certain members of his family and various entities and trusts over
which Patrick G. Ryan and his family exercise control.
• “ SEC ”: The Securities and Exchange Commission.
• “ Securities Act ”: Securities Act of 1933, as amended.
• “ Senior Secured Notes ”: The 2030 Senior Secured Notes and the 2032 Senior Secured Notes.
• “ Specialty ”: One of the three Ryan Specialty primary distribution channels, which includes
Wholesale Brokerage, Binding Authority, and Underwriting Management.
• “ Stock Option ”: A non-qualified stock option award that gives the grantee the option to buy a
specified number of shares of our Class A common stock at the grant date price.
• “ Tax Receivable Agreement ” or “ TRA ”: The tax receivable agreement entered into in connection
with the IPO.
• “ Term Loan ”: Prior to September 13, 2024, the $1,650 million aggregate principal amount senior
secured Term Loan B under the Credit Agreement. After September 13, 2024, the $1,700 million in
aggregate principal amount senior secured Term Loan B under the Credit Agreement.
• “ U.S. GAAP ”: Accounting principles generally accepted in the United States of America.
• “ Underwriting Management ”: Our Underwriting Management Specialty administers a number of
MGUs, MGAs, and programs that offer commercial and personal insurance for specific product lines
or industry classes. Underwriters act with delegated underwriting authority based on varying degrees
of prescribed guidelines as provided by carriers, quoting, binding, and issuing policies on behalf of
Ryan Specialty’s carrier trading partners which retain the insurance underwriting risk.
• “ Wholesale Brokerage ”: Our Wholesale Brokerage Specialty distributes a wide range and diversified
mix of specialty property, casualty, professional lines, personal lines, and workers’ compensation
insurance products, as a broker between the carriers and retail brokerage firms.
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements other than
statements of historical fact included in this Annual Report on Form 10-K are forward-looking statements. Forward-
looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives,
future performance, and business. You can identify forward-looking statements by the fact that they do not relate strictly to
historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,”
“plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely,” and other words and terms of similar meaning in
connection with any discussion of the timing or nature of future operating or financial performance or other events. For
example, all statements we make relating to our estimated costs, expenditures, cash flows, growth rates and financial
results, any future dividends, our plans, and objectives for future operations, growth or initiatives, strategies or the expected
outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are
subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:
• our failure to successfully recruit and retain our senior management team, revenue producers or other key
employees and to successfully plan and prepare for the succession of our senior management team;
• the potential loss of our relationships with insurance carriers or our clients, failure to maintain good
relationships with insurance carriers or clients, becoming dependent upon a limited number of insurance
carriers or clients or the failure to develop new insurance carrier and client relationships;
• errors in, or ineffectiveness of, our underwriting models and the risks presented to our reputation and
relationships with insurance carriers, retail brokers and agents;
• failure to maintain, protect, and enhance our brand or prevent damage to our reputation;
• the unsatisfactory evaluation of potential acquisitions or the failure to successfully integrate acquired
businesses and/or introduce of new products, lines of business, and/or markets;
• our inability to successfully recover upon experiencing a disaster or other interruption in business
continuity;
• the impact of third parties that perform key functions of our business operations acting in ways that harm
our business;
• the cyclicality of, and the economic conditions in, the markets in which we operate and conditions that
result in reduced insurer capacity or a migration of business away from the E&S market and into the
Admitted market;
• a reduction in insurer capacity to adequately and appropriately underwrite risk and provide coverage;
• our international operations expose us to various international risks, including required compliance with
evolving legal and regulatory obligations, that are different, and at times more burdensome, than those set
forth in the United States;
• changes in interest rates and deterioration of credit quality could reduce the value of our cash balances or
interest income;
• failure to maintain the valuable aspects of our Company’s culture;
• significant competitive pressures in each of our businesses;
• decreases in premiums or commission rates set by insurers, or actions by insurers seeking repayment of
commissions;
• decrease in the amount of supplemental or contingent commissions we receive;
• our inability to collect our receivables;
• disintermediation within the insurance industry and shifts away from traditional insurance markets;
• changes in the mode of compensation in the insurance industry;
• impairment of goodwill and intangibles;
• the impact on our operations and financial condition from the effects of a pandemic or the outbreak of a
contagious disease and resulting governmental and societal responses;
• the inability to maintain strong growth and generate sufficient revenue to maintain profitability;
• the loss of clients or business as a result of consolidation within the retail insurance brokerage industry;
• the impact if our MGA or MGU programs are terminated or changed;
• significant investment in our growth strategy and whether expectation of internal efficiencies are realized;
• the unavailability or inaccuracy of our clients’ and third parties’ data for pricing and underwriting insurance
policies;
• the competitiveness and cyclicality of the reinsurance industry;
• the occurrence of natural or man-made disasters;
• the challenges with properly assessing, adapting to, and managing the adoption and use of artificial
intelligence and other evolving technologies;
• the economic and political conditions of the countries and regions in which we operate;
• the failure, or take-over by the FDIC, of one of the financial institutions that we use;
• our inability to respond quickly to operational or financial problems or promote the desired level of
cooperation and interaction among our offices;
• our international operations expose us to various international risks, including exchange rate fluctuations;
• changing expectations over corporate responsibility and stakeholder interests;
• the impact of breaches in security that cause significant system or network disruption or business
interruption;
• the impact of improper disclosure of confidential, personal or proprietary data, misuse of information by
employees or counterparties or as a result of cyber incidents and cyberattacks;
• our inability to gain internal efficiencies through the application of technology or effectively apply
technology in driving value for our clients or the failure of technology and automated systems to function
or perform as expected;
• the impact of infringement, misappropriation or dilution of our intellectual property;
• the impact of the failure to protect our intellectual property rights, or allegations that we have infringed on
the intellectual property rights of others;
• the impact of evolving governmental regulations, legal proceedings, and governmental inquiries related to
our business;
• being subject to E&O claims as well as other contingencies and legal proceedings;
• our handling of client funds and surplus lines taxes that exposes us to complex fiduciary regulations;
• changes in tax laws or regulations;
• decreased commission revenues due to proposed tort reform legislation;
• the impact of regulations affecting insurance carriers;
• our outstanding debt potentially adversely affecting our financial flexibility and subjecting us to contractual
restrictions and limitations that could significantly affect our ability to operate and manage our business;
• not being able to generate sufficient cash flow to service all of our indebtedness and being forced to take
other actions to satisfy our obligations under such indebtedness;
• being affected by further changes in the U.S. based credit markets;
• changes in our credit ratings;
• risks related to the payments required by our Tax Receivable Agreement;
• risks relating to our organizational structure that could result in conflicts of interests between the LLC
Unitholders, the Ryan Parties, and the holders of our Class A common stock; and
• other factors disclosed in the section entitled “ Risk Factors ” in this Annual Report.
We derive many of our forward-looking statements from our operating budgets and forecasts that are based on
many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to
predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results.
Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are
disclosed under the sections entitled “ Risk Factors ” and “ Management’s Discussion and Analysis of Financial Condition
and Results of Operations ” in this Annual Report. All written and oral forward-looking statements attributable to us, or
persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other
cautionary statements that are made from time to time in our filings with the SEC and other public communications. You
should evaluate all forward-looking statements made in this Annual Report in the context of these risks and uncertainties.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant
subject. These statements are based upon information available to us as of the date of this Annual Report, and while we
believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and
our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all
potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to
unduly rely upon these statements.
We caution you that the important factors referenced above may not contain all of the factors that are important
to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if
substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The
forward-looking statements included in this Annual Report are made only as of the date hereof. We undertake no obligation
to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as
otherwise required by law.
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TABLE OF CONTENTS
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PART I
ITEM 1. BUSINESS
Overview
Founded by Patrick G. Ryan in 2010, Ryan Specialty is an international specialty insurance service firm that
provides specialty products and solutions for insurance brokers, agents, and carriers. We provide distribution, underwriting,
product development, administration, and risk management services by acting as a wholesale broker and a managing
underwriter with delegated authority from insurance carriers. Our mission is to provide industry-leading innovative
specialty insurance solutions for insurance brokers, agents, and carriers.
For retail insurance brokers, we assist in the placement of complex or otherwise hard-to-place risks. For
insurance carriers, we work with retail and wholesale insurance brokers to source, onboard, underwrite, and service these
same risks. A significant majority of the premiums we place are bound in the E&S market, which includes Lloyd’s of
London, which we refer to as Lloyd’s. There is often significantly more flexibility in terms, conditions, and rates in the
E&S market relative to the Admitted or “standard” insurance market. We believe that the additional freedom to craft
bespoke terms and conditions in the E&S market allows us to best meet the needs of our trading partners, provide unique
solutions, and drive innovation. We believe our success has been achieved by providing best-in-class intellectual capital,
leveraging our trusted and long-standing relationships, and developing differentiated solutions at a scale unmatched by
many of our competitors.
Our plan for continued growth includes positioning ourselves as a pioneer in ever-changing markets, attracting
and developing industry-leading talent, broadening our product offerings organically and inorganically, and further
entrenching our deep industry relationships. We have been successful in each of these areas through our relentless focus on
serving each of our key constituents:
• Retail Insurance Brokers : Global, national, regional, and local retail insurance brokers rely on us to
provide expertise in specialty insurance lines and access to the best available coverage options on behalf of
insureds. Importantly, unlike some of our competitors, we have no retail operations, freeing us from
potential channel conflicts with our retail brokerage trading partners, which has been a cornerstone of our
strategy since our founding.
• Carriers : Insurance carriers, ranging from Lloyd’s syndicates to multi-line underwriters and E&S
specialists, rely on us to provide them with highly efficient, scaled distribution, specialty brokering and
underwriting management expertise, and high-quality insurance products. Insurance carriers also leverage
our comprehensive distribution network and deep knowledge to gain timely and cost-efficient access to
new risk classes and industries.
• Our Employees : Our professionals have extensive knowledge of the industries in which they specialize
and the complex insurance products we distribute and underwrite. We provide our employees with trusted
retail broker and insurance carrier relationships, proprietary products and innovative solutions, which
enable exceptional career advancement opportunities. We believe our reputation for helping our employees
advance their careers has made us a destination of choice for many of the most talented insurance
professionals in the industry.
Who We Are
We are a specialty insurance intermediary offering wholesale insurance brokerage and delegated underwriting
authority solutions, products and services. We are the s econd-largest U.S. P&C insurance Wholesale Broker and second-
largest U.S. P&C Managing Underwriter according to premium volume as reported in the 2023 Business Insurance broker
rankings Special Report. Our distribution network encompasses over 700 individuals directly responsible for revenue
generation in either Wholesale Brokerage or Binding Authority (each, a “Producer” and together, the “Producers”) and
Underwriting Managers underwrites over 300 individual products.  Combined this provides us access to over 30,000 retail
insurance brokerage firms and over 350 insurance carriers.  We are compensated for providing services primarily by
commissions and fees.
Our business was founded to address the growing need for specialists in the increasingly important E&S
market. For the year ended December 31, 2024, 78 % of the total premiums we placed were in the E&S market. The  E&S
market has been driven by the continued emergence of large, complex and high-hazard risks across many lines of
insurance. These risks include more severe hurricanes that occur with greater frequency, more devastating wildfires, more
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frequent flooding and convective storms, escalating jury verdicts and social inflation, geographic shifts in population
density, a proliferation of cyber threats, novel health risks, risks associated with large sports and entertainment venues,
building and labor cost inflation relative to insured value, and the transformation of the economy to a “digital first” mode
of doing business.
Compared to Admitted carriers, E&S insurance carriers often have more flexibility to quickly adjust coverage
terms, pricing, and conditions in response to market needs and dynamics. This practice is commonly referred to as
“freedom of rate and form,” which can facilitate coverage that would not otherwise be attainable. With greater flexibility,
E&S underwriters can tailor insurance products to meet emerging risks, the needs of insureds, and the risk appetite of
insurance carriers. As a result, the emergence of complex, unique or otherwise hard-to-place risks, and the need for
specialty solutions, have driven meaningful growth within the E&S market.
Based on data from AM Best, the U.S. E&S market (which comprised $116 billion of direct written premium in
2023) has grown at a CAGR of 10.5%, compared to 4.6 % for the U.S. Admitted market, between 2010 and 2023. E&S
market share as a percentage of total U.S. commercial insurance premium increased from 13.5% in 2010 to 24.2% in 2023.
We believe the higher rate of growth of the E&S market is due to the shift towards complex risks, insulating the E&S
market from broader economic trends. We expect that this trend will continue.
2010-2023 Commercial Lines Market Size CAGR 1
5912
1 Admitted P&C direct premiums written (""DPW"") calculated as Commercial
Lines direct premium written per S&P Global Market Intelligence, less E&S DPW
per AM Best
E&S Market Share Commercial Lines P&C Industry 2
6127
2 E&S market share calculated as E&S DPW per AM Best divided by Commercial
Lines DPW from state pages per S&P Global Market Intelligence
We have been able to increase our market share by offering custom solutions and products to better address
changing market fundamentals. Historically, smaller wholesale insurance brokers have relied on a go-to-market strategy
that is primarily predicated on facilitating access to underwriting capacity. As risks in the E&S market continue to become
more complex, increasingly global and higher hazard, simply offering market access to retail insurance brokers is no longer
sufficient. We believe that as risks become more complex, the E&S market will continue to become more material,
wholesale brokers that do not have sufficient scale or the financial and intellectual capital to invest in the required specialty
capabilities will struggle to compete effectively. This dynamic will continue the trend of market share consolidation among
the wholesale insurance brokers that have these capabilities.
Our growth has been further supported by the rapid consolidation among retail insurance brokers and the
consolidation of their wholesaler trading partner relationships. During 2024, retail insurance brokers completed 750 merger
and acquisition (“M&A”) transactions according to OPTIS Partners, compared to 782 in 2023, 987 in 2022, 1,034 in 2021,
and 795 in 2020. According to Business Insurance, this M&A velocity contributed to the Top 100 retail brokers growing
revenue by over 13% in 2023. As retail brokers have become larger, they have looked to establish relationships with fewer,
more trusted wholesale brokers. This approach, commonly known as “wholesale panel consolidation,” ensures that the
retail brokers have quality, clarity, and consistency across their operations and insurance placement. The trend of wholesale
panel consolidation started in 2011 among global retail insurance brokers and was subsequently replicated by middle-
market retail brokers. We believe that retail insurance brokers favor having us on their wholesale panels as a preferred
trading partner because we have national scale, top-flight talent, a full suite of product solutions, and are free from channel
conflicts with their retail operations. As retail insurance brokers continue to grow and consolidate their wholesale panels,
we expect that the amount of premiums we place from these existing retail broker relationships will grow.
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Similarly, there has been meaningful consolidation among P&C insurance carriers over the past two decades,
including significant commitment to the E&S market by predominantly admitted carriers, along with new entrants focused
on the specialty and E&S markets. This carrier consolidation likewise provided more opportunities for a smaller group of
well-positioned insurance specialists best equipped to provide the necessary services with the requisite scale and talent.
Our core value proposition to retail insurance brokers and carriers is delivering best-in-class intellectual capital.
Our people are our source of intellectual capital. We have sought to attract, develop, and retain many of the most skilled
specialty insurance professionals in the industry. We seek to attract leading talent into our organization by offering a
purpose-driven culture, a wide range of opportunities for career advancement and a platform for success through the
breadth of our retail insurance broker relationships. We have access to over 30,000 retail insurance brokerage firms,
including preferred relationships with substantially all of the top 100 retail insurance brokers. We have been highly
successful in our recruiting and retention efforts and are a destination of choice for top-tier talent. Typically, each cohort of
Producers hired since 2016 has generated revenue which exceeded compensation costs by the end of such cohort’s second
full year. Ensuring individual Producer book of business growth is critical for our business as it supports our organic
growth, motivates our Producers, and fosters retention. In 2024, our Producer retention rate was 98%. We continue to make
significant investments in people. We have formalized our Producer sourcing and development program through the
establishment of Ryan Specialty University, allowing us to even more effectively cultivate talent across all specialties. We
expect this program will continue to drive growth in the future.
Our Producers are able to offer retail insurance brokers multi-channel access to E&S and Admitted markets
through our three Specialties: Wholesale Brokerage, Binding Authority, and Underwriting Management.
• Wholesale Brokerage : Our Wholesale Brokerage Specialty operates predominantly under the brand “RT
Specialty” along with others such as “RT ProExec” and “CERT.” Wholesale Brokerage distributes a wide
range and diversified mix of specialty property, casualty, professional lines, personal lines, and workers’
compensation insurance products from insurance carriers to retail brokerage firms. We provide insurance
carriers with efficient variable-cost distribution in all 50 states through our extensive relationships with
retail brokers. For the years ended December 31, 2024 and 2023 , our Wholesale Brokerage Specialty
generated $1,489.1 million in net commission and fees, representing 60.6% of our net commission and fees
and $1,319.1 million in net commission and fees, representing 65.1% of our net commission and fees,
respectively.
• Binding Authority: Our Binding Authority Specialty operates under the “RT Specialty” and “RT Binding
Authority” brands. Binding Authority provides timely and secure access to our carrier trading partners that
have delegated underwriting authority and critical administrative and distribution responsibilities to us
through our in-house binding agreements. A significant component of our growth in a majority of this
business comprises larger-volume, smaller-premium policies with well-defined underwriting criteria which
allows us to combine swift turnaround with the authority to secure coverage regardless of the complexity of
risk. For the years ended December 31, 2024 and 2023 , our Binding Authority Specialty generated $320.4
million in net commission and fees, representing 13.0% of our net commission and fees and $276.0 million
in revenue, representing 13.6% of our net commission and fees, respectively.
• Underwriting Management : Our Underwriting Management Specialty operates under multiple brands,
which are collectively referred to as “Ryan Specialty Underwriting Managers.” Our Underwriting
Management Specialty offers insurance carriers cost-effective specialty market expertise in distinct and
complex market niches underserved in today’s marketplace through 39 MGAs and MGUs, which act on
behalf of insurance carriers. These carriers have provided us the authority to design, underwrite and bind
coverage, and administer policies for specific risks. We also have a National Programs Platform that,
together with our MGAs and MGUs, offers commercial insurance for specific product lines or industry
classes. Ryan Specialty Underwriting Managers offers a broad distribution platform through a network of
retail and wholesale brokers including RT Specialty. For the years ended December 31, 2024 and 2023 , our
Underwriting Management Specialty generated $646.2 million in net commission and fees, representing
26.3% of our net commission and fees and $431.6 million in revenue, representing 21.3% of our net
commission and fees, respectively.
We have significantly enhanced our human capital, product capabilities and geographic footprint through
strategic acquisitions. Since inception, we have partnered with over 55 firms through acquisition. These firms represent a
diverse mix of specialties and geographies, allowing us to better service both existing and prospective trading partners. The
targets that we acquired in 2024 had revenues for the unaudited twelve-month period prior to acquisition of over $268
million. We are highly selective in our M&A strategy and focus on partners that share our long-term approach, inclusive
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culture and commitment to integrity and client centricity. We primarily source our acquisitions through proprietary
dialogue with potential partners and selectively take part in auction processes in which we believe we have a differentiated
approach or value proposition. We take a consistent and disciplined approach to deal structuring and integration in order to
best ensure that our partners are positioned to succeed after the acquisition.
We believe that we have a number of competitive advantages in M&A compared to our competition, including
robust access to capital, freedom of channel conflict in the retail market with our retail insurance broker clients, the ability
to leverage our distribution platform and back-office operations to drive revenue and cost synergies through a systematic
approach to integration, and a strong underlying value proposition. We have typically sought to partner with entrepreneurs
who are seeking to join a firm that can give them broader product capabilities and enhanced access to retail insurance
brokers and carriers. We believe we are the partner of choice for firms and teams seeking to benefit from the resources of a
larger organization without sacrificing culture, entrepreneurial spirit, and the desire to grow. We continuously evaluate
acquisitions, maintain a robust pipeline, and are currently in active dialogue with several potential new partners. We have
previously made, and intend to continue to pursue, acquisitions with the objective of enhancing our human capital, product
capabilities, natural adjacencies, and geographic footprint.
The key attributes we seek in our acquisition partners are that they have a strong track record of organic revenue
growth, have the ability to enhance our market presence, can be accretive to our business, can enhance our talent base, are
geographically diverse, provide complementary product lines, and possess a high-quality management team that is aligned
with our culture.
We leverage technology to drive both productivity and efficiency.  In 2023, we completed the merger of the
binding authority service model, technology platform, and premium scale from the acquisition of All Risk, Ltd, one of our
largest acquisitions to date, with our differentiated technology platform, RT Connector.
RT Connector is a digital marketplace through which our retail clients and internal producers can receive quotes
and bind policies online. It can produce multiple bindable quotes sourced from high-quality c arriers across several risk
classes in minutes. In cases when certain risks do not fit into RT Connector’s highly automated underwriting criteria, the
retail insurance broker is automatically directed to our Producers and underwriters for more traditional placement methods.
This holistic approach and integrated service model allow us to better serve retail insurance brokers because we can place
their smaller-premium accounts efficiently, aggregate more of their submissions rapidly, and bind more policies for them
cost-effectively. We have also connected with several “digital first” retail trading partners as a wholesale digital distributor.
Under these arrangements, policies that do not fit our trading partner’s Admitted markets platform are referred directly into
RT Connector platform for access to E&S solutions.
Our financial performance reflects the strength of our strategy and business model, including a 21.1% and
20.4% increase in revenue for the years ended December 31, 2024 and December 31, 2023 , respectively. This rapid pace of
growth was accompanied by Diluted earnings per share of $0.71 and $0.52 in 2024 and 2023 , respectively. Our Adjusted
diluted earnings per share increased from $1.38 in 2023 to $1.79 in 2024 . Please see “ Note 12 , Earnings Per Share ” in the
footnotes to the Consolidated Financial Statements in this Annual Report for additional information. Adjusted diluted
earnings per share is a non-GAAP metric. For a reconciliation of Adjusted diluted earnings per share to its most directly
comparable GAAP metric, Diluted earnings (loss) per share, please see “ Management’s Discussion and Analysis of
Financial Condition and Results of Operation – Non-GAAP Financial Measures and Key Performance Indicators ”
included elsewhere in this Annual Report.
Industry Overview
As a wholesale distributor, we operate within the broader P&C insurance distribution market, which comprises
both wholesale insurance brokers and retail insurance brokers. Wholesale and retail insurance brokers facilitate the
placement of P&C insurance products in both the E&S and Admitted markets.
P&C Insurance Market
Insurance carriers sell commercial P&C products in the United States through one of two markets: the Admitted
or “standard” market and the E&S market. Approximately 76% of U.S. premiums are generated through the Admitted
market, which has highly regulated rates and policy forms. As a result, products in the Admitted market are relatively
uniform in price and coverage. According to data from AM Best, the E&S market comprised $116 billion of direct written
premium in 2023. In the E&S market, insurance carriers have more flexibility to customize rates and coverage. This
flexibility facilitates the underwriting of risks which are characterized by a complex profile, unique nature, size or are
otherwise difficult to place. The overall top five U.S. writers of E&S products in 2023 included: Berkshire Hathaway Inc.,
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American International Group, Inc., Fairfax Financial Group, Markel Corporation, and W.R. Berkley Corporation, with
whom we maintain meaningful relationships. Lloyd’s, which represents a market of 86 syndicates, is also a prominent
player in the E&S space and approximately 17% of 2023 E&S premiums in the United States was for insurance coverage
placed in the Lloyd’s market according to AM Best.
P&C Insurance Distribution Market
P&C insurance distribution is dependent on premium volumes in the P&C market as distributors typically
receive a commission based on a percentage of the dollar amount of the premiums placed. The dollar amount of premiums
placed is a function of both insurance rates and the underlying amount of coverage purchased, which is affected by broader
macroeconomic conditions, capital availability, and carrier loss trends in the class of risk and/or the specific insured. There
are broadly two types of insurance distributors: retail distributors (also called retail insurance brokers) and wholesale
distributors. Retail insurance brokers source insurance buyers and act as an intermediary between the insurance buyer and
insurance carriers. Wholesale distributors act as intermediaries between retail insurance brokers and insurance carriers by
assisting in the placement of “specialty” risks that are outside of the retail insurance brokers’ core expertise, complex, high
hazard or otherwise hard to place.
Wholesale Insurance Distribution Market
The wholesale insurance distribution market enhances efficiencies for both retail insurance brokers and
insurance carriers. Retail insurance brokers rely on wholesale distributors, such as ourselves, to assist in securing insurance
coverage for complex or specialty risks. The primary market for these insurance placements is the E&S market, where
retail insurance brokers often must utilize wholesaler distributors who have distinct expertise and execution capabilities
with specialized carriers. According to AM Best, from 2019 to 2023 , wholesalers were involved in placing on average 84%
of annual E&S premiums. E&S insurance carriers rely on wholesale insurance distributors for product expertise and
distribution capabilities. By leveraging Ryan Specialty as a wholesale distributor, E&S insurance carriers are able to access
a national network that includes over 30,000 retail insurance brokerage firms in a highly efficient manner, while
simultaneously enhancing the quality of policy submissions by using a knowledgeable counterparty. Insurance carriers also
leverage our comprehensive distribution network and deep knowledge to gain timely and cost-efficient access to new risk
classes and industries.
Wholesale distributors, who are typically compensated through commissions paid on insurance policies placed
on behalf of retail insurance brokers, share a portion of these commissions with the retail insurance broker and recognize
revenue on a net basis. Wholesale distributors can also receive fees in addition to commissions for placing certain
insurance policies. Wholesale distributors generally utilize one of three methods to place insurance risks into the E&S
market:
• Wholesale brokerage : 49% of 2023 E&S premiums were placed by wholesale insurance brokers without
binding authority, according to AM Best. This method, also referred to as “open brokerage,” is most similar
to our Wholesale Brokerage Specialty and includes a wide range and diversified mix of products.
• Program manager, MGA/MGU : 21% of 2023 E&S premiums were placed by program managers, including
MGUs and MGAs, according to AM Best. This method is most similar to our Underwriting Management
Specialty and allows wholesale distributors to underwrite coverage on behalf of an insurance carrier for a
specific type of risk, with relatively expansive delegated authority subject to agreed-upon guidelines and
limits.
• Wholesale brokerage with binding authority : 9% of 2023 E&S premiums were placed by wholesale
insurance brokers with binding authority, according to AM Best. This method is most similar to our
Binding Authority Specialty and utilizes in-house binding agreements, with a relatively limited scope of
delegated authority, to facilitate rapid execution.
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The following summarizes the U.S. insurance distribution value chain:
img149671607_3.jpg
How We Win
We believe our success is attributable to providing best-in-class intellectual capital, leveraging our trusted and
long-standing relationships, and developing differentiated solutions at a scale and level of quality unmatched by most of
our competitors. These characteristics have allowed us to consistently win business and grow faster than our competition.
Compete with best-in-class intellectual capital and drive consistent innovation: Historically, wholesale
distributors simply provided retail insurance brokers with E&S market access. We believe this practice is an antiquated go-
to-market approach. The inherent weakness of this model has been illuminated as retail insurance brokers have
consolidated and the risks placed into the E&S market have grown larger, have become more complex and are higher
hazard. We are able to thrive by not just providing market access, but by also constantly offering differentiated and
innovative solutions. Our professionals have extensive industry experience and deep product knowledge, allowing us to
develop bespoke solutions in addition to providing distribution. By harnessing our collective knowledge, creativity, and
relationships, we offer our clients and trading partners the expertise necessary to pursue new industries and new
opportunities in an increasingly complex world. In order to foster our culture of innovation, we focus on recruiting,
retaining, and developing the best-in-class wholesale professionals in the industry.
Deep connectivity with retail brokerage firms: While we empower our Producers to develop strong
relationships with individual retail insurance brokers, we also engage with retail brokerage firms holistically. Our executive
management team has long-standing relationships with the leadership teams at numerous retail brokerage firms; many of
these relationships pre-date some of our management’s tenure at Ryan Specialty. Reporting to our executive management
team are practice leaders who are aligned to the distribution channels within many retail brokerage firms. We employ
experienced practice leaders across all broad classes of business, including property, casualty, and professional & executive
liability coverages, in addition to specialists who run highly focused distribution channels such as construction, cyber,
transportation, renewable energy, professional liability, medical stop loss and other employee benefits coverage, alternative
risk, excess casualty, and transactional liability. Through our comprehensive connectivity with retail brokerage firms, we
are able to deliver holistic, higher-quality, and more consistent solutions. We believe it takes strategic organizational
design, deep existing relationships between retail brokerage firms, and executive management, practice leaders, and
individual retail producers, as well as meaningful scale and top-tier talent, to achieve this level of connectivity.
Collaborative relationships with insurance carriers: We align with our carrier trading partners, providing
them with access to specialized and often proprietary binding authority and underwriting management capabilities, broad
distribution and deep industry expertise.  We provide our carrier trading partners with a durable value proposition with a
commitment and ongoing investment in talent, technology, and governance. We offer 39 MGAs/MGUs and our National
Programs Platform which together offer commercial insurance for specific product lines or industry classes. The diversity
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of our offerings enables our carrier trading partners to cost-efficiently access new risk classes in a timely manner, including
on a delegated authority basis. We believe our carrier relationships are built on trust, industry credibility, and our ability to
deliver attractive underwriting results, growth, and scale over the long term. Our success is evident through our ability to
attract and retain industry leading specialized underwriting talent, develop new products and capabilities, onboard
additional capacity, and deepen relationships across our carrier trading partners. We work with the largest insurance
carriers in the E&S industry, which have consistently provided us long-term capital support. We are trading partners with
each of the top 25 U.S. E&S insurance carriers as ranked by AM Best, numerous Lloyd’s syndicates, U.K. and other
international insurance companies. As a reflection of the strength of these relationships, our carrier trading partners will
refer acquisition candidates to us, or proactively engage with us to develop new programs.
Comprehensive, full service product offering: Our success has been driven by our ability to provide broad
and innovative product offerings that continue to meet the needs of our trading partners, regardless of complexity or risk
profile. To provide this comprehensive level of service, we have developed a full suite of products, relationships, and
capabilities. Our Wholesale Brokerage Producers are highly regarded for their ability to procure coverage for the largest,
most complex, and high-hazard risks. Our Wholesale Brokers are able to place policies for challenging risks such as coastal
properties, kidnap and ransom exposures, hospitals, trucking fleets and commercial transportation liability, large
construction projects, large apartment schedules, and waste haulers. Our Binding Authority Producers are renowned for
their ability to quickly bind smaller accounts with unique attributes. Our Underwriting Management Specialty offers retail
and wholesale brokers a wide assortment of risk solutions for highly specialized insurance coverage needs, such as:
renewable energy, construction, cyber, builder’s risk, transportation, transactional risk, long-term care facilities, complex
manufacturing facilities, and catastrophe-exposed properties. Our comprehensive suite of products and services and our
broad geographic footprint allow us to place coverage for nearly any risk brought to us by the over 30,000 retail insurance
brokerage firms with which we do business. We believe that it would be difficult for a new entrant to replicate the
intellectual capital behind the breadth and depth of our product offerings.
Free of channel conflict with retailer brokers: Our fundamental philosophy is that our clients’ interests must
always come first. In developing our distribution strategy, we have proactively avoided channel conflicts with our clients,
including in retail insurance distribution. Many of our competitors, including some of our largest, have taken a different
approach. We believe that the divergence in strategy has facilitated and solidified our presence on the wholesale panels of
nearly all of the most significant retail brokerage firms. Our position on numerous wholesale panels and aligned interests
with retail insurance brokers enhances our reputation as a destination of choice for the most talented producers, enhances
the market opportunity for our existing Producers and cements our position as a source of intellectual capital for insuring
specialty risks.
Visionary, iconic, and aligned leadership team: We were founded by Patrick G. Ryan, a widely respected
entrepreneur and global insurance leader who previously founded Aon, one of the largest global retail insurance brokers,
and who served as Aon’s Chairman and/or CEO for 41 years. Mr. Ryan served as our Chairman and CEO from our
founding through the implementation of our executive succession plan, which took effect on October 1, 2024. Mr. Ryan
now serves as our Executive Chairman remaining part of our executive management team and continuing as Chairman of
the Board. Timothy W. Turner succeeded Mr. Ryan as our CEO effective October 1, 2024, after serving as our President
since our IPO and leading RT Specialty since our founding. Mr. Turner began his career in the insurance industry in 1987
and, prior to joining Ryan Specialty, he was with CRC Insurance Services, Inc. for 10 years and was its President at the
time of his departure. Messrs. Ryan and Turner are joined by an experienced leadership team, each member of which has
significant experience in the wholesale distribution market. Our management team and employees also have significant
alignment with stockholders. As of December 31, 2024, we had over 700 employee stockholders, including all of our top
50 Producers. Our management team and employees remain committed to our vision of market leadership by providing
differentiated intellectual capital, building trusted relationships, and pioneering risk solutions.
Our Strategy
We intend to grow our business by pursuing the following strategies:
Attract, retain, and develop human capital: Our people are the key to our success, so we have long focused
on attracting and developing the most talented professionals in the industry. Since the beginning of 2018, we have recruited
107 Producers who are now responsible for $1.0 billion of annual premiums (figures exclude Producers who are not
associated with a discrete book of business). We have formalized our talent sourcing and development program through
our commitment to Ryan Specialty University. This development platform allows us to cultivate talent across all levels and
specialties. We are able to retain new and tenured employees alike by offering unprecedented market access, supporting
Producers in growing their books and providing broad opportunities for rapid career advancement within our organization.
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For example, in 2024 and 2023, 78 % and 81%, respectively, of our Producers grew their book of business. Our ability to
retain top talent is a core objective of our strategy, exemplified by the fact that from 2020 through 2024 our annual
retention rate has been 97% or greater.
Lead with innovation in an ever-changing market: We believe that change is inevitable and necessary. We
further believe in the relentless pursuit of innovation in order to respond to evolving market conditions and to reach
underserved specialty markets . Accordingly, our business is built to respond to rapidly shifting market conditions by
constantly looking for ways to broaden and enhance our product offerings. For example, many of our 12 de novo MGUs
were formed to respond to emerging risks such as life sciences (LifeScienceRisk), renewable energy (PERse®), excess
commercial general liability (Emerald Underwriting Managers), builder’s risk (TRU), and personal lines (Verdant). We
developed Ryan Re Underwriting Managers, LLC (“Ryan Re”) to serve as an MGU in collaboration with Nationwide to
create new opportunities for both organizations to grow their presence in the specialty lines market, which in turn expanded
the reach of our underwriting management services into the reinsurance market. We created RT Connector to be a unique
technology entrant into the E&S space. RT Connector allows us to better serve retail insurance brokers by placing their
smaller-premium accounts efficiently, evaluating more of their submissions rapidly, and binding more policies for them
cost-effectively. We believe in the relentless pursuit of innovation in order to respond to evolving market conditions and to
reach underserved specialty markets.
In 2022, we acquired Keystone Risk Partners, representing our entrance into the alternative capital market and
captive management business. Keystone advances our mission, allowing us to better serve our retail brokers to find
innovative solutions for their clients. It also represents a niche growth opportunity in E&S to build and design coverage
structures for some of the most complex risks, while allowing insureds greater control over their long-term insurance costs.
In 2023, we completed the acquisition of three companies that specialize in broking, distributing and
underwriting employee benefits insurance products and services: ACE Benefit Partners, Point6 Healthcare, and AccuRisk
Holdings. These acquisitions are core to our employee benefits platform, enabling us to provide our retail broker clients
and other trading partners with employee benefits specialty products and services, including medical stop loss, group
benefit captives, pharmacy, voluntary benefits, care management, and an integrated health solution. Our employee benefits
practice extends our addressable market and provides additional value to our retail broker clients and their insureds.
In 2024 we completed seven acquisition that we believe significantly increased our underwriting management
total addressable market in both the U.S. and internationally. These acquisitions brought us seasoned management teams
that enhance our ability to bring new product innovation to market, proprietary technology that will provide us a
competitive edge into the future, and additional product offerings that serve to diversify the existing portfolio contained in
our Underwriters Managers Specialty.
We have identified the following markets as near-term potential growth opportunities: alternative risk offerings,
employee benefits, nursing homes and other long-term care facilities, transportation, life-sciences, public entities and
municipalities, sports and entertainment venues, high net worth property, and New York construction and habitational
spaces.
Pursue strategic acquisitions and align interests to enhance the network effect : Since our inception, we
have a history of successfully executing and integrating acquisitions across a diverse mix of specialties and geographies.
Our acquisition strategy is centered on increasing our intellectual capital, distribution reach, and product capabilities, which
mutually reinforce one another. We take a consistent and disciplined approach to deal structuring and integration in order
to ensure both that our partners are positioned to succeed after the acquisition and interests are aligned between ourselves
and our new teammates. When we acquire Wholesale Brokerage businesses, they gain access to over 30,000 retail
insurance brokerage firms, including preferred relationships with substantially all of the top 100 retail insurance brokers
and exclusive product capabilities. When we acquire Underwriting Managers, they gain access to our wholesale Producers,
deep carrier relationships, and visionary leadership. As we continue to grow, these positive network effects become
stronger. The connectivity among our Specialties, as well as with key trading partners, enhances the value of our platform
to recruited Producers and presents a highly attractive value proposition to acquisition partners.
Deepen and broaden our relationships with retail broker trading partners: Retail insurance brokers have
multiple wholesale distribution relationships, even those that have consolidated their wholesale panels. We believe we have
the ability to transact in even greater volume with nearly all of our existing retail brokerage trading partners. For example,
in 2024, our revenue derived from the Top 100 firms (as ranked by Business Insurance) expanded faster than our 2024
organic revenue growth rate of 12.8% . Key to deepening our relationships with retail insurance brokers will be expanding
our product offerings and enhancing our geographic footprint through organic initiatives, continued producer hires, and
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strategic acquisitions. In addition to deepening our relationships with existing clients, we will continue to broaden our
footprint by establishing new retail broker trading partner relationships. Beyond the traditional wholesale P&C
opportunities, we also expect to continue to expand our alternative risk offerings and our wholesale employee benefits
specialty.
Build the most comprehensive international delegated authority business: We believe that both M&A
consolidation and panel consolidation are in nascent stages for Binding Authority. We believe that both M&A
consolidation and the use and reliance on scaled delegated Underwriting Management will continue to grow . National scale
in E&S distribution, underwriting expertise, and broad access to carrier capacity are key to building a cohesive binding
authority platform. With a nationally scaled binding authority operation, as well as the capabilities existing within our
Underwriting Management Specialty, we expect to be able to comprehensively address the opportunities in the delegated
authority market, which represented 29% of E&S premiums in 2023 according to AM Best.
Invest in operations, invest in growth: We have heavily invested in building a durable business that is able to
adapt to the continuously evolving E&S market. These investments include core operational functions, ongoing new hire
efforts, a visionary management team, and a robust acquisition integration effort. In addition, we have amassed a large
underlying data set based on the over 1.0 million total policies bound annually. We expect to leverage this data set to
further refine our pricing models, enhance our placement advice, and increase our efficiency. Even while deliberately
making these investments, we have been able to generate substantial cash flow and drive operating leverage. We have
historically used our cash flow to invest in the business and fund acquisitions. We expect to continue fortifying our
platform to support future expansion and sustain significant organic growth.
Our Specialties
Wholesale Brokerage
Our Wholesale Brokerage Specialty is primarily focused on specialty insurance products that retail brokers and
carriers have difficulty placing on their own due to the unique nature or size of the risk. Our Wholesale Brokerage
professionals are creative and highly skilled problem solvers, assisting retail insurance brokers in crafting customized
solutions. We pride ourselves on providing strategic advice, from coverage strategy and conception all the way through
claims activity. To achieve optimal client outcomes, our professionals utilize both their expertise and our leading
capabilities and resources. For the year ended December 31, 2024 , our Wholesale Brokerage Specialty generated $1,489.1
million in net commission and fees, representing 60.6% of our total net commission and fees. Wholesale Brokerage
operates predominantly under the brand “RT Specialty.”
Our Wholesale Brokers distribute a wide range and diversified mix of specialty insurance products from
insurance carriers to retail insurance brokerage firms. Our largest distribution channels include (among others):
• Property coverages: Real Estate (Condos, Vacant Property), Catastrophic Exposures (Coastal Wind,
Flood, Wildfire, Earthquake, Terrorism), Specialized Coverage (Deductible Buy-Backs, Large Deductible
Placements), Builder’s Risk, Distribution / Warehousing, Group Programs, Healthcare Risks.
• Casualty coverages: Construction (Project Specific, Residential and Commercial Contractor), Real Estate
(Habitational / OL&T / Lessors Risk), Life Sciences, Healthcare, Environmental, Primary and Excess Auto,
Political Risks, Product Liability/Manufacturing Risks, Hospitality/Liquor Liability, Public Entities .
• Professional & Executive Liability coverages: Private Company Management Liability, Public Company
Directors and Officers Liability, Financial Institutions Management Liability, Not-For-Profit Organization
Management Liability, Crime / Kidnap / Ransom, Privacy Liability and Network Security, Errors and
Omissions Liability, Medical Professional Liability.
• Transportation coverages: Local and Long-Haul Trucking, Haz-Mat Haulers, Contractors Fleets, Home
Delivery, Non-Emergency Medical Transport, Waste Haulers, Auto Haulers.
• Personal Lines coverages: Homeowners (Condo Unit Owner, Contents In-Storage, High Value
Homeowners, Home-Based Business Product, Manufactured Homes), Farm & Ranch, Flood, Recreational
(Collector Vehicle, All Terrain, Snowmobile, Watercraft).
Our Wholesale Brokerage Specialty has extensive relationships with blue-chip insurance carriers and retail
insurance brokers. With regard to entities that our Wholesale Brokerage Specialty has a relationship with, there are no
material concentrations in retail insurance brokers (top five: 26.9 % of 2024 revenue), insurance carriers (top five: 20.9% of
2024 revenue - excluding all Lloyd’s syndicates combined), or internal Producers (top five: 14.8% of 2024 revenue). These
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concentration statistics reflect both Wholesale Brokerage and Binding Authority Specialties, as many producers utilize both
placement strategies. During 2024, we conducted business with thousands of retail brokerage firms, including substantially
all of the 100 largest United States retail brokers as identified by Business Insurance in 2023. We also work with small to
mid-size retail brokerage firms that do not have direct access to certain of the insurance carriers with which we do business.
We continue to benefit from the consolidation of wholesale broking relationships by many retail brokers due to our
expertise, execution, and absence of conflicts with most retail brokers’ core businesses.
Binding Authority
We believe our Binding Authority Specialty to be among the largest binding authority platforms in the nation.
For the year ended December 31, 2024 , our Binding Authority Specialty generated $320.4 million in net commission and
fees, representing 13.0% of our total net commission and fees. Our Binding Authority Specialty also operates under the
brands “RT Specialty” and “RT Binding Authority.”
Binding Authority provides timely and secure access to our carrier trading partners that have granted relatively
limited delegated underwriting authority to us through our in-house binding agreements. Much of this business comprises
larger-volume, smaller-premium policies with well-defined underwriting criteria that allows us to combine swift
turnaround with the authority to secure coverage regardless of the complexity of risk. The ability to quickly process higher
volume policies endows us with a significant efficiency advantage over our competitors attempting to individually place
each risk.
Our Binding Authority Producers distribute a broad scope of insurance solutions to our retail agent and broker
trading partners. Our industry distribution channels include (among others):
• General Liability: Manufacturing, Contractors, Habitational, Hospitality, Building
Owners and Lessors, Sales/Service, and Special Events .
• Property: Vacant, Coastal, Distressed, Wildfire Exposed, Warehouse, Habitational, and
Difference in Condition.
• Transportation: Primary and Excess Auto Liability, Business Auto & Public Auto,
Auto Physical Damage, Trailer Interchange, and Contingent Liability and Cargo.
• Other: Workers’ Compensation, Liquor Liability, Farm and Ranch, Builder’s Risk,
Inland Marine, Motor Truck Cargo, and Crime.
Underwriting Management
Underwriting Management offers insurance carriers cost-effective, specialty market expertise in distinct and
complex market niches underserved in today’s marketplace through MGAs and MGUs, which act on behalf of insurance
carriers that have given us relatively broad authority to underwrite and bind coverage, as well as critical product design,
administrative and distribution responsibilities, for specific risks, and (often proprietary) National Programs that offer
commercial and personal insurance for specific product lines or industry classes. Professionals in the Underwriting
Management Specialty often have a meaningful percentage of their compensation tied to underwriting performance to align
interests with those of our carrier trading partners. In 2024, we completed agreements for the acquisition of entities or
assets of seven companies that significantly increased our MGA/MGU footprint internationally and added to our MGA/
MGU and National Programs offerings and capabilities domestically. For the year ended December 31, 2024 , our
Underwriting Management Specialty generated $646.2 million in net commission and fees, representing 26.3% of our total
net commission and fees.
Our Underwriting Management Specialt y operates under multiple brands, which are collectively referred to as
“Ryan Specialty Underwriting Managers.”
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Our Organizational Structure
The Company is the sole managing member of New LLC. 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 Ryan Specialty, LLC. Pursuant to contribution agreements, on September 30,
2021, the Company, the non-controlling interest LLC Unitholders and New LLC exchanged equity interests in Ryan
Specialty, LLC for LLC Common Units in New LLC, with the intent that New LLC be the new holding company for Ryan
Specialty, LLC interests. As Ryan Specialty, LLC is substantively the same as New LLC, for the purpose of this document
we will refer to both New LLC and Ryan Specialty, LLC as the “LLC”.
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Our Recent Acquisitions
On May 1, 2024, the Company completed the acquisition of MGU platform Castel Underwriting Agencies
Limited. Castel is headquartered in London, England with additional offices and/or operations in the Netherlands, Belgium,
and Singapore.
On August 30, 2024, the Company completed the acquisition of US Assure Insurance Services of Florida, Inc.,
("US Assure") a program specializing in builder’s risk insurance headquartered in Jacksonville, Florida.
On September 1 , 2024, the Company completed the acquisition of certain assets of Greenhill Underwriting
Insurance Services, LLC, an MGU focused on the allied health industry headquartered in Houston, Texas.
On September 13, 2024 , the Company completed the acquisition of the Property and Casualty MGUs owned by
Ethos Specialty Insurance, LLC, composed of eight programs which underwrite on behalf of insurance carriers.
On October 1, 2024, the Company completed the acquisition of certain assets of EverSports & Entertainment
Insurance, Inc., an MGU focused on sports, leisure, and entertainment risks based in Carmel, Indiana.
On October 2, 2024, the Company completed the acquisition of certain assets of the European MGA, Geo
Underwriting Europe BV, a financial lines MGA based in Rotterdam, Netherlands with operations in Germany.
On November 4, 2024, the Company completed the acquisition of Innovisk Capital Partners, a portfolio of
seven MGUs with lines of business that include environmental, transactional liability, US and international financial lines,
professional liability for lawyers, commercial auto liability, and UK professional indemnity and P&C. Innovisk is
headquartered in London, England.
Seasonality
Our Wholesale Brokerage and Binding Authority Specialties typically experience higher revenues in the second
and fourth calendar quarters of each year, primarily due to the timing of policy renewals. Our Underwriting Management
Specialty typically experiences higher revenues in the fourth quarter, primarily due to the timing of policy renewals.
Clients
The insureds served by our clients operate in many businesses and industries throughout the United States, the
United Kingdom, Europe, Canada, and certain other countries in which our subsidiaries operate. Our clients are retail
brokers and agents, other intermediaries, and insurance carriers.  The top five retail brokers in the United States account for
21.8 % of our revenue, and no single retail broker accounted for more than 8.8 % of total revenue in 2024. No carrier
accounted for more than 6.9% of total revenue in 2024 (excluding all Lloyd’s syndicates combined).
Tax Receivable Agreement
We entered into the Tax Receivable Agreement with current and certain former LLC Unitholders. The Tax
Receivable Agreement provides for the payment by us to the current and certain former LLC Unitholders, collectively, of
85% of the net cash savings, if any, in U.S. federal, state, and local income taxes that we actually realize (or in some
circumstances are deemed to realize) as a result of (i) certain increases in the tax basis of assets of the LLC and its
subsidiaries resulting from purchases or exchanges of LLC Common Units (“ Exchange Tax Attributes ”), (ii) certain tax
attributes of the LLC and its subsidiaries that existed prior to the IPO (“ Pre-IPO M&A Tax Attributes ”), (iii) certain
favorable “remedial” partnership tax allocations to which we become entitled (if any), and (iv) certain other tax benefits
related to our entering into the Tax Receivable Agreement, including certain tax benefits attributable to payments that we
make under the Tax Receivable Agreement (“ TRA Payment Tax Attributes ” and collectively with Exchange Tax Attributes
and Pre-IPO M&A Tax Attributes, the “ Tax Attributes ”).
The rights of the current and certain former LLC Unitholders under the Tax Receivable Agreement are
assignable. We expect to benefit from the remaining 15% of the tax benefits, if any, that we may actually realize. The
actual Tax Attributes, as well as any amounts paid to the current and certain former LLC Unitholders under the Tax
Receivable Agreement, will vary depending on a number of factors, including the timing of any future exchanges, the price
of shares of our Class A common stock at the time of any future exchanges, the extent to which such exchanges are taxable,
and the amount and timing of our income and applicable tax rates. The payment obligations under the Tax Receivable
Agreement are obligations of Ryan Specialty Holdings, Inc., and not of the LLC. The Tax Receivable Agreement provides
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that if (i) certain mergers, asset sales, other forms of business combination or other changes of control were to occur or (ii)
we breach any of our material obligations under the Tax Receivable Agreement, then the Tax Receivable Agreement will
terminate and our obligations, or our successor’s obligations, to make payments under the Tax Receivable Agreement
would accelerate and become immediately due and payable. The amount due and payable in that circumstance is based on
certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential
future tax benefits that are subject to the Tax Receivable Agreement.
Intellectual Property
We rely on a combination of copyright, trademark, trade dress, and trade secret laws in the United States and
other jurisdictions, as well as confidentiality procedures and contractual restrictions, to establish and protect our intellectual
property and proprietary rights. These laws, procedures, and restrictions provide only limited protection.
We have trademarks in the United States for “Ryan Specialty” and “RT Specialty.” The logo design for RT
Specialty, and numerous of our other brand names and logos, are registered as trademarks in the United States and other
jurisdictions. We have also registered numerous internet domain names related to our business. Some of our most
important brand names are not yet registered, and we rely on common-law trademark protection to protect this intellectual
property.
We enter into agreements with our employees, contractors, clients, partners, and other parties with which we do
business to limit access to, and disclosure of, our proprietary information. We cannot assure that the steps we have taken
will be sufficient or effective to prevent the unauthorized access, use, copying or the reverse engineering of our proprietary
information, including by third parties who may use our proprietary information to develop products and services that
compete with ours. Moreover, others may independently develop products or services that are competitive with ours or that
infringe on, misappropriate, or otherwise violate our intellectual property and proprietary rights, and policing the
unauthorized use of our intellectual property and proprietary rights can be difficult. The enforcement of our intellectual
property and proprietary rights also depends on any legal actions we might bring against any such parties being successful,
but these actions are costly, time-consuming and may not be successful, even when our rights have been infringed,
misappropriated or otherwise violated.
Furthermore, effective copyright, trademark, trade dress, and trade secret protection may not be available in
every country in which our products are available, as the laws of some countries do not protect intellectual property and
proprietary rights to as great an extent as the laws of the United States. In addition, the legal standards relating to the
validity, enforceability, and scope of protection of intellectual property and proprietary rights are uncertain and still
evolving.
Companies in the insurance industry may own large numbers of copyrights, trademarks, and other intellectual
property and proprietary rights, and these companies and entities have and may in the future request license agreements,
threaten litigation or file suit against us based on allegations of infringement, misappropriation or other violations of their
intellectual property and proprietary rights.
See “ Risk Factors — Risks Related to Legal, Regulatory and Intellectual Property Issues ” included elsewhere
in this annual report for a more comprehensive description of risks related to our intellectual property.
Regulation
Licensing
Our business activities are subject to licensing requirements and extensive regulation under the laws of the
countries, provinces, and states in which we operate. Regulatory authorities in the jurisdictions in which our operating
subsidiaries conduct business may require individual or company licensing to act as producers, brokers, agents, third-party
administrators, managing general agents, reinsurance intermediaries, or adjusters.
Under the laws of most states in the United States, Canadian Provinces, and most foreign countries, regulatory
authorities have relatively broad discretion with respect to granting, renewing, and revoking the licenses of producers,
brokers, and agents to transact business in such jurisdiction. The operating terms may vary according to the licensing
requirements, which may require that a firm operate in the jurisdiction through a local corporation. Our subsidiaries must
comply with laws and regulations of the jurisdictions in which they do business. These laws and regulations are enforced
by federal and state agencies in the United States. In the United Kingdom some subsidiaries are regulated by governmental
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agencies including the Financial Conduct Authority (“FCA”) with additional licensing and regulatory oversight from the
Lloyd’s insurance market.
Excess and Surplus Compliance
The U.S. E&S market generally provides insurance for businesses that are unable to obtain coverage from
Admitted insurance carriers because of their high or complex risk profile or the unique nature or size of the risk. The
surplus lines transaction is facilitated through a licensed and regulated surplus lines broker. It is the licensed surplus lines
broker that is responsible for: (i) selecting an eligible surplus lines insurer; (ii) reporting the surplus lines transaction to
insurance regulators; (iii) remitting the premium tax due on the transaction to state tax authorities; and (iv) assuring
compliance with all the requirements of the surplus lines codes. State surplus lines laws, or laws pertaining to non-admitted
insurance business, require that surplus lines brokers comply with diligent search/exempt commercial purchaser laws and
affidavit/document filing requirements, as well as requiring the collection and paying of any taxes, stamping fees,
assessment fees, and other applicable charges on such business. Surplus Lines brokers are often subject to special licensing,
surplus lines tax, and/or due diligence requirements by the home state of the insured. Fines for failing to comply with these
Surplus Lines requirements, specifically for failing to comply with the surplus lines licensing or due diligence
requirements, vary by state but can range to several hundred thousand dollars.
Fiduciary Funds
Insurance authorities in the United States, United Kingdom, and certain other jurisdictions in which our
subsidiaries operate have also enacted laws and regulations governing the retention and investment of funds, such as
premiums, claims proceeds and premium taxes, held in a fiduciary capacity for others. These laws and regulations , as well
as certain contractual arrangements with some of our carrier trading partners, generally require the segregation of these
fiduciary funds and limit the types of investments that may be made with them.
Broker Compensation
Some states permit insurance agents and brokers to charge policy fees, while other states limit or prohibit this
practice. Many states regulate to some degree the fees that may be charged by brokers. In recent years, several states
considered new legislation or regulations regarding the compensation of brokers by insurance carriers. The proposals
ranged in nature from new disclosure requirements to new duties on insurance agents and brokers in dealing with clients.
Privacy and Data Security
U.S. Federal law and the laws of many states require financial institutions and entities involved in health care
insurance to protect the privacy and security of personal information. Many of these laws require notice about policies and
practices relating to collection and disclosure of personal information and regulate its retention, use, disclosure, and
disposal. Many states have adopted strict cybersecurity laws and regulations requiring that we adopt security standards to
protect personal information and provide notification of cybersecurity incidents under certain circumstances. In addition,
we are also subject to laws granting individuals the right to access, amend, or delete their personal data. Regulators and
legislators have taken additional action to regulate artificial intelligence and automated decision-making that uses personal
information and affects individuals. Regulators are also expected to step up enforcement of existing privacy law. A major
revision to the Health Insurance Portability and Accountability Act security rule has been proposed that, if adopted, would
enhance the cybersecurity protections required for personal health information.
The European Union’s General Data Protection Regulation (the “EU GDPR”) imposes a range of compliance
obligations and provides for financial penalties for noncompliance. The EU GDPR extends to all companies processing
data of EU residents, regardless of where the regulated entity is located. Following the implementation of the EU GDPR,
other jurisdictions have amended, or have proposed to amend, their existing data protection laws to align with the
requirements of the EU GDPR with the aim of obtaining an adequate level of data protection to facilitate the safe transfer
of personal data to most other jurisdictions. The U.K. has implemented various legislation focusing on data protection and
privacy, including the U.K. Data Protection Act which mirrors the EU GDPR, and provides for extensive fines for
noncompliance.
Competition
The wholesale brokerage , binding authority and underwriting management businesses are highly competitive
and very fragmented, although there are a limited number of truly national players. Our main competitors are national
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insurance wholesale brokers, as well as numerous specialist, regional, and local firms in almost every area of our business.
We also compete with insurance and reinsurance carriers that market and service their insurance products without the
assistance of brokers or agents. Competition also comes from other businesses that do not fall into the categories above,
including commercial and investment banks and consultants that provide risk-related services and products.
Key competitive factors in our market include:
• expertise and intellectual capital;
• market access and/or product availability; and
• client service.
We believe that we compete favorably on these factors.
H uman Capital Management
Our culture is the foundation of everything we do. Our employees are our greatest asset, and we strive to foster
a productive and empowering work environment that embodies our core values: Integrity, Client Centricity, Teamwork,
Meritocracy, Inclusion, Empowerment, Innovation, and Courage. Our key differentiators are not only our talent and
expertise but also the creativity and execution we deliver on behalf of our clients. Our commitment to attracting,
developing, and retaining top industry talent to assist our clients is matched only by our entrepreneurial spirit and passion
for excellence.
As of December 31, 2024, we employed approximately 5,250 people with 130 offices across the United States,
the United Kingdom, Europe, Canada, India, and Singapore . We also engage temporary employees and consultants and
none of our employees are represented by unions. We offer competitive compensation and benefits programs to attract and
retain top talent. We have high employee engagement and ownership, low turnover and consider our current relationship
with our employees to be very good.
Ryan Specialty is committed to building, growing, and sustaining a diverse workforce, reflective of society
throughout the entirety of the organization. Our values reflect a culture of meritocracy that is inclusive and equitable, and
where every employee is recognized and assessed based on their performance and contributions. We strive to protect the
invaluable attributes of meritocracy in our culture, and are committed to purposefully reinforcing and refining our culture,
through DEI initiatives and otherwise, so that our Company, and our industry, can reap the vast benefits of diversity. Our
values set the foundation for a workplace where people can be their best self and do their best work; but more importantly,
we harness our differences and similarities to better serve our clients, trading partners, workforce, and communities.
The attraction, development, and retention of employees is a critical factor in our success. As a result, we
provide training and development programs for our newest teammates, that embed teaching of our core values, along with
those essential critical elements of building an inclusive environment. Our training approach is critical for our future
growth and ability to recruit and develop the best of the best. We also partner with a number of nonprofit, community, and
industry organizations to attract, support, develop, and retain diverse talent.
Availability of SEC Filings
Our internet address is www.ryanspecialty.com. We are subject to the informational requirements of the
Exchange Act and, in accordance therewith, we file annual, quarterly and current reports and other information with the
SEC. Copies of our reports on Forms 10-K, 10-Q, 8-K and all amendments to those reports filed with the SEC, and any
reports of beneficial ownership of our Common Stock filed by executive officers, directors and beneficial owners of more
than 10% of our outstanding common stock are posted on, and may be obtained through, our investor relations website,
ir.ryanspecialty.com, or may be requested in print, at no cost, by email at ir@ryanspecialty.com or by mail at Ryan
Specialty Holdings, Inc., 155 North Wacker Drive, Suite 4000, Chicago, Illinois 60606, Attention: Investor Relations.
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ITEM 1A. RISK FACTORS
Our operating and financial results are subject to various risks and uncertainties. The risks and uncertainties
described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we
currently believe are not material, may also become important factors that affect us. If any of the following risks occur, our
business, financial condition, operating results and prospects could be materially and adversely affected. Because of the
following factors, as well as other factors affecting our businesses, financial condition, operating results and prospects,
past financial performance should not be considered a reliable indicator of future performance, and investors should not
rely on historical trends to anticipate trends or results in the future.
Risk Factors Summary
Our business is subject to numerous risks and uncertainties and you should carefully consider all the
information presented in the section entitled “Risk Factors” in this Annual Report. Some of the principal risks related to our
business include the following:
Risks Related to Our Business and Industry
• our failure to successfully recruit and retain our senior management team, revenue producers or other key
employees and to successfully plan and prepare for the succession of our senior management team;
• the potential loss of our relationships with insurance carriers or our clients, failure to maintain good
relationships with insurance carriers or clients, becoming dependent upon a limited number of insurance
carriers or clients or the failure to develop new insurance carrier and client relationships;
• errors in, or ineffectiveness of, our underwriting models and the risks presented to our reputation and
relationships with insurance carriers, retail brokers and agents;
• failure to maintain, protect, and enhance our brand or prevent damage to our reputation;
• the unsatisfactory evaluation of potential acquisitions or the failure to successfully integrate acquired
businesses and/or introduce of new products, lines of business, and/or markets;
• our inability to successfully recover upon experiencing a disaster or other interruption in business
continuity;
• the impact of third parties that perform key functions of our business operations acting in ways that harm
our business;
• the cyclicality of, and the economic conditions in, the markets in which we operate and conditions that
result in reduced insurer capacity or a migration of business away from the E&S market and into the
Admitted market;
• a reduction in insurer capacity to adequately and appropriately underwrite risk and provide coverage;
• our international operations expose us to various international risks, including required compliance with
evolving legal and regulatory obligations, that are different, and at times more burdensome, than those set
forth in the United States;
• changes in interest rates and deterioration of credit quality could reduce the value of our cash balances or
interest income;
• failure to maintain the valuable aspects of our Company’s culture;
• significant competitive pressures in each of our businesses;
• decreases in premiums or commission rates set by insurers, or actions by insurers seeking repayment of
commissions;
• decrease in the amount of supplemental or contingent commissions we receive;
• our inability to collect our receivables;
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• disintermediation within the insurance industry and shifts away from traditional insurance markets;
• changes in the mode of compensation in the insurance industry;
• impairment of goodwill and intangibles;
• the impact on our operations and financial condition from the effects of a pandemic or the outbreak of a
contagious disease and resulting governmental and societal responses;
• the inability to maintain strong growth and generate sufficient revenue to maintain profitability;
• the loss of clients or business as a result of consolidation within the retail insurance brokerage industry;
• the impact if our MGA or MGU programs are terminated or changed;
• significant investment in our growth strategy and whether expectation of internal efficiencies are realized;
• the unavailability or inaccuracy of our clients’ and third parties’ data for pricing and underwriting insurance
policies;
• the competitiveness and cyclicality of the reinsurance industry;
• the occurrence of natural or man-made disasters;
• the challenges with properly assessing, adapting to, and managing the adoption and use of artificial
intelligence and other evolving technologies;
• the economic and political conditions of the countries and regions in which we operate;
• the failure, or take-over by the FDIC, of one of the financial institutions that we use;
• our inability to respond quickly to operational or financial problems or promote the desired level of
cooperation and interaction among our offices;
• our international operations expose us to various international risks, including exchange rate fluctuations;
• changing expectations over corporate responsibility and stakeholder interests;
Risks Related to Intellectual Property, Data Privacy and Cybersecurity
• the impact of breaches in security that cause significant system or network disruption or business
interruption;
• the impact of improper disclosure of confidential, personal or proprietary data, misuse of information by
employees or counterparties or as a result of cyber incidents and c yberattacks ;
• our inability to gain internal efficiencies through the application of technology or effectively apply
technology in driving value for our clients or the failure of technology and automated systems to function
or perform as expected;
• the impact of infringement, misappropriation or dilution of our intellectual property;
• the impact of the failure to protect our intellectual property rights, or allegations that we have infringed on
the intellectual property rights of others;
Risks Related to Legal and Regulatory Issues
• the impact of evolving governmental regulations, legal proceedings, and governmental inquiries related to
our business;
• being subject to E&O claims as well as other contingencies and legal proceedings;
• our handling of client funds and surplus lines taxes that exposes us to complex fiduciary regulations;
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• changes in tax laws or regulations;
• decreased commission revenues due to proposed tort reform legislation;
• the impact of regulations affecting insurance carriers;
Risks Related to Our Indebtedness
• our outstanding debt potentially adversely affecting our financial flexibility and subjecting us to contractual
restrictions and limitations that could significantly affect our ability to operate and manage our business;
• not being able to generate sufficient cash flow to service all of our indebtedness and being forced to take
other actions to satisfy our obligations under such indebtedness;
• being affected by further changes in the U.S. based credit markets;
• changes in our credit ratings;
Risks Related to Our Organizational Structure and our Class A Common Stock
• risks related to the payments required by our Tax Receivable Agreement; and
• risks relating to our organizational structure that could result in conflicts of interests between the LLC
Unitholders, the Ryan Parties, and the holders of our Class A common stock.
These and other risks are more fully described below. If any of these risks actually occurs, our business,
financial condition, results of operations, cash flows and prospects could be materially and adversely affected.
Risks Related to Our Business and Industry
If we fail to successfully recruit and retain our management team, revenue producers, including wholesale brokers and
underwriters, and other key employees, and plan and prepare for the succession of our senior management, we may not
be able to execute our business strategy.
Our success depends on our ability to attract, retain and develop skilled and experienced personnel. There is
significant competition within the insurance industry and from businesses outside the industry for exceptional employees,
especially in key positions. If we are not able to successfully attract, retain, develop and motivate our employees, and plan
and prepare for the succession of our senior management, our business, financial results and reputation could be materially
and adversely affected. Our success and future performance depend in part upon the continued services of our executive
officers, senior management, and other highly skilled personnel. In 2024, we effectuated our management transition plan
involving our Chief Executive Officer, President and Chief Financial Officer. Effective management of future succession
planning, including succession plans for our current CEO and other senior management positions, is important for the
continued success of the Company. Inadequate succession planning, and the execution thereof, could have an adverse
effect on our business, results of operations, financial condition and liquidity.
The loss of personnel who manage important client and carrier relationships for our products could adversely
affect our operations and execution of our future growth strategies. Competition for revenue producers including wholesale
brokers and underwriters is intense. Our ability to recruit and retain these professionals is critical to the success of our
business. We cannot provide assurance that any of the wholesale brokers or underwriters who leave our firm will comply
with the provisions of their employment and stock grant agreements that preclude them from competing with us or
soliciting our clients and employees, or that these provisions will be enforceable under applicable law or sufficient to
protect us from the loss of any business.
The law governing non-compete agreements and other forms of restrictive covenants varies from state to state
with some states permitting very limited use of non-compete clauses and others allowing greater degrees of enforceability
of the types of restrictive covenants we utilize. Additionally, on April 23, 2024, the U.S. Federal Trade Commission
(“FTC”) passed a final rule that would have largely prohibited employers from using non-compete agreements. On August
20, 2024, the Northern District of Texas set aside the FTC’s rule as unlawful. The court found that the FTC exceeded its
statutory authority in creating the rule and that the rule was arbitrary and capricious. The FTC has expressed an interest in
appealing the decision, but it is unclear what, if any, action it will take. Further, we do not have employment, non-
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competition, non-solicitation of business or non-acceptance of business agreements with all of our wholesale brokers and
underwriters and most of our employment agreements are on “at-will” terms. We may not be able to retain or replace the
business generated by key personnel who leave our firm.
Our business may be harmed if we lose our relationships with retail brokers, insurance carriers or other trading
partners, we fail to maintain good relationships with retail brokers, insurance carriers or other trading partners, we
become dependent upon a limited number of retail brokers, insurance carriers or other trading partners or we fail to
develop new retail broker, insurance carrier or other trading partner relationships.
Our business typically enters into contractual relationships with insurance carriers, retail brokers and other
trading partners that are sometimes unique to us, but nonexclusive and terminable on short notice by either party for any
reason. In many cases, insurance carriers also have the ability to amend the terms of our agreements unilaterally on short
notice.
Insurance carriers may be unwilling to allow us to sell their existing or new insurance products or may amend
our agreements with them, for a variety of reasons, including for competitive or regulatory reasons or because of a
reluctance to distribute their products through our platform. Insurance carriers may decide to rely on their own internal
distribution channels, choose to exclude us from their most profitable or popular products, or decide not to distribute
insurance products in individual markets in certain geographies or altogether. The termination or amendment of our
relationship with an insurance carrier could reduce the variety of insurance products we offer or our ability to place
coverage for certain risks for which we do not have alternative markets. We also could lose a source of, or be paid reduced
commissions for, future sales and could lose renewal commissions for past sales. Our business could also be harmed if we
fail to develop new insurance carrier relationships.
Similarly, retail brokers and other trading partners could develop their own wholesale distribution channels or
choose to work with wholesale distributors other than us. This could reduce the number of submissions we receive which
could result in reduced commissions. Our business could also be harmed if we fail to develop relationships with new retail
brokers or other sources of business.
Historically, wholesale brokers and other wholesale distributors have been involved in a very high percentage
of risks placed in the E&S market. In addition to the potential for retail brokers developing their own wholesale distribution
channels or choosing to work with wholesale distributors other than us, retail brokers often might prefer to place business
directly with insurance carriers, without the involvement of a wholesaler. There is a risk to our business that insurance
carriers will accommodate the retail broker’s preference to place business directly with the E&S insurer rather than through
a wholesale broker or other wholesale distributor.
In the future, we may have a reduced number of insurance carriers or retail brokers with which we trade or
derive a greater portion of our commissions and fees from a more concentrated number of insurance carriers, retail brokers
or other trading partners as our business and the insurance industry evolve. The top five  insurance carriers (excluding all
Lloyd’s syndicates combined) for which we place business represented an aggregate of 21.8 % and 22.7% of our revenues
for the years ended December 31, 2024 and 2023, respectively. The top five retail brokers with which we place business
represented 25.7% and 27.6% of our revenues for the years ended December 31, 2024 and 2023, respectively. Should our
dependence on a smaller number of insurance carriers, retail brokers or other trading partners increase, whether as a result
of the termination of relationships, consolidation or otherwise, we may become more vulnerable to adverse changes in our
relationships with these counterparties, particularly in states where we offer insurance products from a relatively small
number of insurance carriers or where a small number of insurance companies or retail brokers dominate a geographic area,
lines of business or market segment. The termination, amendment or consolidation of our relationships with our insurance
carriers could harm our business, financial condition and results of operations.
We depend, to a large extent, on our relationships with all of our trading partners and our reputation for high-
quality advice and solutions. If a trading partner is not satisfied with our services, it could cause us to incur additional costs
and impair profitability. Many of our clients are businesses that band together in industry groups or trade associations and
actively share information among themselves about the quality of service they receive from their vendors. Accordingly,
poor service to one client may negatively impact our relationships with multiple other clients or potential clients.
Moreover, if we fail to meet our contractual obligations, we could be subject to legal liability or loss of client relationships.
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If our underwriting models contain errors or are otherwise ineffective or our underwriters do not demonstrate sufficient
skill, our reputation and relationships with insurance carriers, retail brokers and agents could be harmed.
Our ability to attract insurance carriers, retail brokers and agents to our MGUs, programs and binding authority
operations is significantly dependent on our ability to effectively evaluate risks in accordance with insurer underwriting
policies. Our business depends significantly on the accuracy and success of our underwriting model and the skill of our
underwriters. To conduct this evaluation, we use proprietary underwriting models and third-party tools. If our underwriters
do not perform with the expected level of skill or any of the models or tools that we use contain programming or other
errors, are ineffective or the data provided by clients or third parties is incorrect or stale, or if we are unable to obtain
accurate data from clients or third parties, our pricing and approval process could be negatively affected, resulting in
potential violations of underwriting authority and loss of business. This could damage our reputation and relationships with
insurance carriers, retail brokers and agents, which could harm our business, financial condition and results of operations.
We are subject to economic and reputational harm if companies with which we do business engage in negligent, grossly
negligent, misleading or fraudulent behavior and damage to our reputation could have a material adverse effect on our
business.
As part of our role in distributing insurance products and services, we rely upon trusted trading partners to
provide risk-bearing insurance capital, collect and transmit funds, and to provide other products and services. If one or
more of these trading partners, whether negligently or intentionally, fails to provide the risk-bearing insurance capital as
agreed, mishandles or misappropriates funds, or otherwise fails to properly provide products and services as expected, we
face potential liability for damages and reputational harm. During 2022, the Company placed certain insurance policies
through a trading partner with the understanding that the policies were underwritten by highly rated insurance capital. The
policies were instead underwritten by an insurance carrier that was not considered satisfactory by the Company or the
insureds. The Company committed to securing replacement coverage, to the extent commercially available, from highly
rated insurance companies on terms substantially similar to the insurance coverage originally agreed upon. As a result of
this unusual circumstance, the Company has and may continue to incur losses arising from the original placements. For
additional discussion, see “ Note 16 — Commitments and Contingencies ” in the footnotes to the consolidated financial
statements in this Annual Report.
Our ability to attract and retain clients, employees, investors, capital and insurer trading partners is highly
dependent upon the external perceptions of our level of service, trustworthiness, business practices, financial condition and
other subjective qualities. Negative perceptions or publicity regarding these matters could erode trust and confidence and
damage our reputation among existing and potential clients which in turn could make it difficult for us to maintain existing
clients and attract new ones. Damage to our reputation due to a failure to proactively communicate to stakeholders on
changes in strategy and business plans could further affect the confidence of our clients, regulators, creditors, investors,
insurer trading partners and other parties that are important to our business, having a material adverse effect on our
business, ability to raise capital, financial condition, and results of operations.
Our business depends on a strong brand, and any failure to maintain, protect and enhance our brand would hurt our
ability to grow our business, particularly in new markets where we have limited brand recognition.
We have developed a strong brand that we believe has contributed significantly to the success of our business.
Maintaining, protecting and enhancing the Ryan Specialty brand is critical to growing our business, particularly in new
markets where we have limited brand recognition. If we do not successfully build and maintain a strong brand, our business
could be materially harmed. Maintaining and enhancing the quality of our brand may require us to make substantial
investments in areas such as marketing, community relations, outreach and employee training. We actively engage in
advertisements, targeted promotional mailings and email communications, and engage on a regular basis in public relations
and sponsorship activities. These investments may be substantial and may fail to encompass the optimal range of
traditional, online and social advertising media to achieve maximum exposure and benefit to the brand.
Our business strategy includes plans to continue to make acquisitions and we face risks associated with the evaluation
of potential acquisitions, the integration of acquired businesses, and the introduction of new products, lines of business,
geographies and markets.
As part of our business strategy, we have made, and intend to continue to make, acquisitions, including
acquisitions in lines of business that are natural adjacencies. The success of our acquisition strategy is dependent upon our
ability to identify appropriate acquisition targets, negotiate transactions on favorable terms, complete transactions, have
adequate access to financing and the ability to finance acquisitions on acceptable terms, and successfully integrate them
into our existing businesses.
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If acquisitions are made, we may not realize the anticipated benefits of such acquisitions, including, but not
limited to, revenue growth, operational efficiencies, or expected synergies. Many of the businesses and assets that we have
acquired or may acquire have unaudited historical financial statements or records that have been, or will be, prepared by
the management of such companies and have not been, or will not be, independently reviewed or audited. We cannot be
certain that the financial statements or records of companies or assets we have acquired or may acquire would not, or will
not, be materially different if such statements were independently reviewed or audited. If such statements were to be
materially different, the tangible and intangible assets we acquire may be more susceptible to impairment charges, which
could have a material adverse effect on us.
In addition, many of the businesses that we acquire and develop will likely have smaller scales of operations
prior to integration into the Company. If we are not able to manage the growing complexity of these businesses, including
improving, refining, or revising our systems and operational practices, enlarging the scale and scope of the businesses, and
integrating the new business into our culture and operations, our business may be adversely affected. Many of these
companies may not have robust controls, procedures and policies typical of a U.S. based public company, in particular,
with respect to the effectiveness of cyber and information security practices and incident response plans, which creates a
risk following acquisition and prior to the completion of integration.
From time to time, either through acquisitions or internal development, we enter new distribution channels,
geographies or lines of business or offer new products and services within existing lines of business. These new
distribution channels, lines of business, or new products and services present additional risks, particularly in instances
where the markets are not fully developed. Such risks include the investment of significant time and resources to recruit,
hire, and retain personnel and develop the products, the risks involved with the management of the integration process and
development of new processes and systems to accommodate complex programs, and the risk of financial guarantees and
additional liabilities associated with these efforts.
Failure to manage these risks arising from acquisitions or development of new businesses could materially and
adversely affect our business, results of operations, and financial condition.
Our inability to successfully recover should we experience a disaster or other business continuity problem could cause
material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability.
Our operations are dependent upon our ability to protect our personnel, offices and technology infrastructure
against damage from business continuity events that could have a significant disruptive effect on our operations. Should we
experience a local or regional disaster or other business continuity problem, such as a security incident or attack, a natural
disaster, climate event, terrorist attack, civil unrest, pandemic, power loss, telecommunications failure, or other natural or
man-made disaster, our continued success will depend, in part, on the availability of our personnel and office facilities, and
the proper functioning of computer systems, telecommunications, and other related systems and operations. In events like
these, while our operational size, the multiple locations from which we operate, and our existing backup systems provide us
with some degree of flexibility, we still can experience near-term operational challenges in particular areas of our
operations. We could potentially lose access to key executives, personnel or client data or experience material adverse
interruptions to our operations or delivery of services to our clients in a disaster recovery scenario. A disaster on a
significant scale or affecting certain of our key operating areas within or across regions, or our inability to successfully
recover should we experience a disaster or other business continuity problem, could materially interrupt our business
operations and cause material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client
relationships, or legal liability. We have certain disaster recovery procedures in place and insurance to protect against such
contingencies. However, such procedures may not be effective and any insurance or recovery procedures may not continue
to be available at reasonable prices and may not address all such losses.
We rely on third parties to perform key functions of our business operations enabling our provision of services to our
clients. These third parties may act in ways that could harm our business.
We rely on third parties, and in some cases subcontractors, to provide services, data, and information, such as
technology, information security, funds transfers, data processing, support functions, and administration that are critical to
the operations of our business. These third parties include correspondents, agents and other brokerage and intermediaries,
insurance markets, data providers, plan trustees, payroll service providers, benefits administrators, software and system
vendors, health plan providers, and providers of human resources, among others. As we do not fully control the actions of
these third parties, we are subject to the risk that their decisions, actions, or inactions may adversely impact us, and
replacing these service providers could create significant delay and expense. A failure by third parties to comply with
service-level agreements or regulatory or legal requirements in a high-quality and timely manner, particularly during
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periods of our peak demand for their services, could result in economic and reputational harm to us. In addition, we face
risks when we transition from in-house functions to third-party support functions and providers that there may be
disruptions in service or other unintended results that may adversely affect our business operations. These third parties face
their own technology, operating, business and economic risks, and any significant failures by them, including the improper
use or disclosure of our confidential client, employee or company information, could cause harm to our business and
reputation. An interruption in or the cessation of service by any service provider as a result of systems failures,
cybersecurity incidents, capacity constraints, financial difficulties, or for any other reason could disrupt our operations,
impact our ability to offer certain products and services, and result in contractual or regulatory penalties, liability claims
from clients or employees, damage to our reputation, and harm to our business.
We may be negatively affected by the cyclicality of and the economic conditions in the markets in which we operate.
Premium pricing within the commercial property and casualty insurance markets in which we operate has
historically been cyclical based on the underwriting capacity of the insurance carriers operating in this market, general
economic conditions and other social, economic and business factors. In a period of decreasing insurance capacity or
higher than typical loss ratios across an insurance segment or segments, insurance carriers may raise premium rates. This
type of market frequently is referred to as a “hard” market. In a period of increasing insurance capacity or lower than
typical loss ratios across an insurance segment or segments, insurance carriers may reduce premium rates and business
might migrate away from the E&S market (where we conduct most of our business) and into the Admitted market. This
type of market frequently is referred to as a “soft” market. Because our commissions usually are calculated as a percentage
of the gross premium charged for the insurance products that we place, and most of our business is transacted in the E&S
market, our revenues are affected by the cyclicality of the market. The frequency and severity of natural disasters, other
catastrophic events (such as hurricanes, wildfires and pandemics), social inflation, and reductions or increases in insurance
capacity can affect the timing, duration and extent of industry cycles for many of the product lines we distribute. It is very
difficult to predict the severity, timing or duration of these cycles.
Economic downturns, volatility, or uncertainty in some markets may cause changes to insurance coverage
decisions by our clients, which may result in reductions in the growth of new business or reductions in existing business. If
our clients become financially less stable, enter bankruptcy, liquidate their operations or consolidate, our revenues and
collectability of receivables could be adversely affected. An increase in the number of insolvencies associated with an
economic downturn, especially insolvencies in the insurance industry, could adversely affect our business through the loss
of clients and insurance markets and by hampering our ability to place insurance business or by exposing us to E&O
claims.
If insurance intermediaries or insurance companies experience liquidity problems or other financial difficulties,
we could encounter delays in payments owed to us, which could harm our business, financial condition and results of
operations.
Our business, and therefore our results of operations and financial condition, may be adversely affected by conditions
that result in reduced insurer capacity.
Our results of operations depend on the continued capacity of insurance carriers to adequately and appropriately
underwrite risk and provide coverage, which depends in turn on those insurance companies’ ability to procure reinsurance.
Capacity could also be reduced by insurance companies failing or withdrawing from writing certain coverages that we offer
to our clients. We have no control over these matters. To the extent that reinsurance becomes less widely available or
significantly more expensive, we may not be able to procure the amount or types of coverage that our clients desire and the
coverage we are able to procure for our clients may be too expensive or more limited than is acceptable.
Our international operations expose us to various international risks that could adversely affect our business.
Our operations are conducted in numerous locations and geographies including the United States, the United
Kingdom, Europe, Canada, India, and Singapore . Accordingly, we are subject to regulatory, legal, economic and market
risks associated with operating in, and sourcing from, foreign countries, including the potential for:
• difficulties in staffing and managing our foreign offices, including due to unexpected wage inflation or job
turnover, and the increased travel, infrastructure, and legal and compliance costs and risks associated with
multiple international locations;
• extensive and conflicting regulations in the countries in which we do business;
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• imposition of investment requirements or other restrictions by foreign governments;
• longer payment cycles;
• greater difficulties in collecting accounts receivable;
• insufficient demand for our services in foreign jurisdictions;
• our ability to execute effective and efficient cross-border sourcing of services on behalf of our clients;
• the reliance on or use of third parties to perform services on our behalf;
• disparate tax regimes;
• more expansive legal rights of employees, including specifically those applicable to our international
operations;
• variations in protection of intellectual property and other legal rights;
• restrictions on the import and export of technologies; and
• trade tariffs and/or barriers.
Our performance can be affected by global economic conditions as well as geopolitical tensions and other
circumstances with global reach. In recent years, concerns about the global economic outlook have adversely affected
economic markets and business conditions in general. Geopolitical tensions, such as Russia’s incursion into Ukraine,
tension between the United States and China, conflict in the middle east, supply chain issues, economic sanctions, the
volatility of oil prices, and heightened concerns about cyber attacks have, in general, adversely affected economic markets
and business conditions. Inflation and hyper-inflation have resulted in market volatility and higher interest rates, increasing
global tensions and uncertainty for global commerce and instability in the global capital markets and the new U.S. tariffs
on goods imported from several countries has the potential to do the same. Sustained or worsening of these and other
global economic conditions and increasing geopolitical tensions may negatively impact our business, financial condition,
and results of operations.
Changes in interest rates and deterioration of credit quality could reduce the value of our cash balances or interest
income and adversely affect our financial condition or results.
Operating funds available for corporate use were $540.2 million and $838.8 million at December 31, 2024 and
2023, respectively, and are reported in Cash and cash equivalents. Funds held on behalf of clients and insurers were
$1,140.6 million and $917.5 million at December 31, 2024 and 2023, respectively, are reported in Fiduciary cash and
receivables on the balance sheet, and are held in fiduciary bank accounts. We may experience reduced investment earnings
on our cash and short-term investments of fiduciary and operating funds within Fiduciary investment income and Interest
expense, net, respectively, if the yields on investments deemed to be low risk fall below their current levels. On the other
hand, higher interest rates could result in a higher discount rate used by investors to value our future cash flows thereby
resulting in a lower valuation of the Company. In addition, during times of stress in the banking industry, counterparty risk
can quickly escalate, potentially resulting in substantial losses for us as a result of our cash or other investments with such
counterparties, as well as substantial losses for our clients and the insurance companies with which we work
If we cannot maintain the valuable aspects of our Company’s culture as we grow, our business may be harmed.
We believe that our Company’s culture, including our management philosophy, has been a critical component
of our success and that our culture creates an environment that drives and perpetuates our overall business strategy. We
have invested substantial time and resources in building our team and we expect to continue to hire aggressively and
increase our employee population as we expand in both the United States and internationally. As we grow and mature as a
public company and internationally, we may find it difficult to maintain valuable aspects of our Company’s culture.
Failure to preserve the valuable aspects of our culture could harm our future success, including our ability to
retain and recruit personnel, innovate and operate effectively and execute on our business strategy. If we are unsuccessful
in recruiting, hiring, training, managing and integrating new employees, or retaining our existing employees, or if we fail to
preserve the valuable aspects of our Company’s culture, it could materially impair our ability to service and attract new
clients, all of which would materially and adversely affect our business, financial condition and results of operations.
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We face significant competitive pressures in our business.
Wholesale brokerage, binding authority, underwriting management and other intermediary and underwriting
and claims administration specialties are highly competitive. We believe that our ability to compete is dependent on the
quality of our people, service, product features, price, commission structure, financial strength, and the ability to access
certain insurance markets. We compete with a large number of national, regional, and local organizations. New or
increased competition as a result of these or regulatory or other industry developments could harm our business, financial
condition and results of operations.
Underwriting Management and Binding Authority are dependent upon contracts between us and the insurance
carriers. Those contracts can, in many cases, be terminated by the insurance carrier with very little advance notice .
Moreover, upon expiration of the contract term, insurance carriers may choose to let those agreements lapse or request
changes in the terms of the program, including the scope of our delegated authority or the amount of commission we
receive, which could reduce our revenues from the program.
Poor risk selection, failure to maintain robust pricing models, and failure to monitor claims activity could
adversely affect our ability to renew contracts or have the opportunity to develop new products with new or existing
insurance carriers. The termination of the services of our Specialties, or a change in the terms of any of these programs,
could harm our business and operating results, including the opportunity to receive contingent commissions.
Because the revenue we earn on the sale of certain insurance products is based on premiums and commission rates set
by insurers, any decreases in these premiums or commission rates, or actions by insurers seeking repayment of
commissions, could result in revenue decreases or expenses to us.
We derive revenue from commissions on the sale of insurance products to our retail and wholesale broker
clients that are paid by the insurance carriers from whom the insureds purchase insurance. In certain circumstances,
payments for the sale of insurance products are processed directly by insurance carriers, and therefore we may not receive a
payment that is otherwise expected in any particular period until after the end of that period, which can adversely affect our
ability to budget for significant future expenditures. Additionally, insurance carriers or their affiliates may under certain
circumstances seek the chargeback or repayment of commissions as a result of policy lapse, surrender, cancellation,
rescission, default, or upon other specified circumstances. As a result of the chargeback or repayment of commissions, we
may incur a reduction in revenue in a particular period related to revenue previously recognized in a prior period and
reflected in our financial statements. Such a reduction could have a material adverse effect on our results of operations and
financial condition, particularly if the reduction in revenue is greater than the amount of related revenue retained by us.
The commission rates are set by insurance carriers and are based on the premiums that the insurers charge. The
potential for changes in premium rates is significant, due to competition and pricing cyclicality in the insurance market. In
addition, the insurance industry has been characterized by periods of intense price competition due to excessive
underwriting capacity and periods of favorable premium levels due to shortages of capacity. Capacity could also be
reduced by insurers failing or withdrawing from writing certain coverages that we offer our clients. Commission rates and
premiums can change based on prevailing legislative, economic and competitive factors that affect insurance carriers and
brokers. These factors, which are not within our control, include the capacity of insurance carriers to place new business,
competition from other brokers or distribution channels, underwriting and non-underwriting profits of insurance carriers,
consumer demand for insurance products, the availability of comparable products from other insurance carriers at a lower
cost and the availability of alternative insurance products, such as government benefits and self-insurance products, to
consumers. We cannot predict the timing or extent of future changes in commission rates or premiums or the effect any of
these changes will have on our business, financial condition and results of operations.
Supplemental and contingent commissions we receive from insurance carriers are less predictable than standard
commissions, and any decrease in the amount of these kinds of commissions we receive could adversely affect our
results of operations.
Approximately four percent of our Net commissions and fees consists of supplemental and contingent
commissions we receive from insurance carriers. Supplemental and contingent commissions are paid by insurance carriers
based upon the profitability, volume and/or growth of the business placed with such companies during the prior year. If,
due to the current economic environment or for any other reason, we are unable to meet insurance carriers’ profitability,
volume or growth thresholds, or insurance carriers increase their estimate of loss reserves (over which we have no control),
actual supplemental and contingent commissions we receive could be less than anticipated, which could adversely affect
our business, financial condition and results of operations.
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If we are unable to collect our receivables, our results of operations and cash flows could be adversely affected.
Our business depends on our ability to obtain payment from our clients or insurer trading partners of the
amounts they owe us for the work we perform. As of December 31, 2024, our receivables for our commissions and fees
were approximately $389.8 million , or approximately 15.5% of our total annual revenues, and portions of our receivables
are increasingly concentrated in certain businesses and geographies.
Macroeconomic or political conditions could result in financial difficulties for our clients and insurer trading
partners, which could cause clients to delay payments to us, request modifications to their payment arrangements that could
increase our receivables balance or default on their payment obligations to us.
Our current market share may decrease as a result of disintermediation within the insurance industry, including
increased competition from insurance companies, technology companies and the financial services industry, as well as
the shift away from traditional insurance markets.
The insurance intermediary business is highly competitive and we actively compete with numerous firms for
clients and insurance company trading partners, many of which have relationships with insurance companies or have a
significant presence in niche insurance markets that may give them an advantage over us. Other competitive concerns may
include the quality of our products and services, our pricing and the ability of some of our clients to self-insure and the
entrance of technology companies into the insurance intermediary business. A number of insurance companies are engaged
in the direct sale of insurance, primarily to individuals, and do not pay commissions to agents or brokers. In addition, the
financial services industry may experience further consolidation, and we therefore may experience increased competition
from insurance companies and the financial services industry, as a growing number of larger financial institutions
increasingly, and aggressively, offer a wider variety of financial services, including insurance intermediary services.
In addition, there has been an increase in alternative insurance markets, such as self-insurance, captives, risk
retention groups, parametric insurance and non-insurance capital markets. While we collaborate and compete in these
segments on a fee-for-service basis, we cannot be certain that such alternative markets will provide the same level of
insurance coverage or profitability as traditional insurance markets.
Our results may be adversely affected by changes in the mode of compensation in the insurance industry.
In the past, state regulators have scrutinized the manner in which insurance brokers are compensated. These
actions have created uncertainty concerning long-standing methods of compensating insurance brokers. Given that the
insurance brokerage industry has faced scrutiny from regulators in the past over its compensation practices, and the
transparency and discourse to clients regarding brokers’ compensation, it is possible that regulators may choose to revisit
the same or other practices in the future. If they do so, compliance with new regulations along with any sanctions that
might be imposed for past practices deemed improper could have an adverse impact on our future results of operations and
inflict significant reputational harm on our business.
We are exposed to risk of impairment of goodwill and intangibles; specifically, our goodwill may become impaired in
the future.
As of December 31, 2024, we had $2.6 billion of goodwill recorded on our Consolidated Balance Sheets. We
perform a goodwill impairment test on an annual basis and whenever events or changes in circumstances indicate that the
carrying value of our goodwill may not be recoverable from estimated future cash flows. We review goodwill for
impairment at the reporting unit level, which coincides with the operating business. The determinations of impairment
indicators and the fair value are based on estimates and assumptions related to the amount and timing of future cash flows
and future interest rates. Such estimates and assumptions could change in the future as more information becomes
available, which could impact the amounts reported and disclosed. We completed our most recent evaluation of impairment
for goodwill as of October 1, 2024, and determined that the fair value of goodwill is not less than its carrying value . We
will also consider qualitative and quantitative developments between the date of the goodwill impairment review, October
1 and December 31 to determine if an impairment may be present. No impairments were recorded for the years ended
December 31, 2024 and 2023.  A significant and sustained decline in our stock price and market capitalization, a significant
decline in our expected future cash flows, a significant adverse change in the business climate or slower growth rates could
result in the need to perform an additional impairment analysis prior to the next annual goodwill impairment test. If we
were to conclude that a future impairment of our goodwill is necessary, we would then record the appropriate charge,
which could result in material charges that are adverse to our operating results and financial position. For additional
discussion, see “ Note 2 — Summary of Significant Accounting Policies ” and “ Note 7 — Goodwill and Other Intangible
Assets ” in the footnotes to the consolidated financial statements in this Annual Report.
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As of December 31, 2024, we had $1,475.7 million of amortizable intangible assets, primarily consisting of
customer relationship intangibles acquired in connection with the US Assur e and various other acquisitions. The carrying
value of these intangible assets is periodically reviewed by management to determine if there are events or changes in
circumstances that would indicate that the carrying amount may not be recoverable. Accordingly, if there are any such
circumstances that occur during the year, we assess the carrying value of our amortizable intangible assets by considering
the estimated future undiscounted cash flows generated by the corresponding business or asset group. Any impairment
identified through this assessment may require that the carrying value of related amortizable intangible assets be adjusted;
however, no impairments were recorded for the years ended December 31, 2024 and 2023.
Pandemics or other outbreaks of contagious diseases and the measures to mitigate their spread could materially
adversely affect our business, financial condition and results of operation and those of our customers, suppliers and
other trading partners.
The global outbreak of the COVID-19 pandemic and measures to mitigate the spread of COVID-19 caused
unprecedented disruptions to the global and U.S. economies and significantly impacted the global supply chain. Future
pandemics and other outbreaks of contagious diseases could result in similar or worse impacts and significant business and
operational disruptions, including business closures, supply chain disruptions, travel restrictions, stay-at-home orders and
limitations on the availability of workforces. If significant portions of our workforce are unable to work effectively,
including because of illness or quarantines or from the impacts of any potential future pandemics and other outbreaks of
contagious diseases, our business could be materially adversely affected. It is possible that future pandemics and other
outbreaks of contagious diseases could cause disruption in our customers’ business; cause delay or limit the ability of our
customers to perform, including in making timely payments. Future pandemics and other outbreaks of contagious diseases
could impact capital markets, which may impact our and our customers’ financial position. Future pandemics and other
outbreaks of contagious diseases may also have the effect of exacerbating several of the other risks we face discussed in
this Annual Report on Form 10-K.
We have experienced strong growth in recent years, and our recent growth rates may not be indicative of our future
growth. As our costs increase, we may not be able to generate sufficient revenue to achieve and, if achieved, maintain
profitability.
We have experienced strong revenue growth in recent years. In future periods, we may not be able to sustain
revenue growth consistent with recent history, or at all. We believe our revenue growth depends on a number of factors,
including, but not limited to, our ability to:
• price our products effectively so that we are able to attract and retain clients without compromising our
profitability;
• attract new clients, successfully deploy and implement our products, obtain client renewals and provide our
clients with excellent client support;
• attract and retain talented Producers, managers, executives and other employees;
• increase our network of insurer trading partners;
• adequately expand, train, integrate and retain our wholesale brokers and underwriters and other new
employees, and maintain or increase our sales force’s productivity;
• enhance our information, training and communication systems to ensure that our employees are well
coordinated and can effectively communicate with each other and clients;
• improve our internal control over financial reporting and disclosure controls and procedures to ensure
timely and accurate reporting of our operational and financial results;
• successfully create new distribution channels;
• successfully introduce new products and enhance existing products;
• successfully introduce our products to new markets inside and outside of the United States;
• successfully compete against larger companies and new market entrants; and
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• increase awareness of our brand.
We may not successfully accomplish any of these objectives and as a result, it is difficult for us to forecast our
future results of operations. Our historical growth rate should not be considered indicative of our future performance and
may decline in the future. In future periods, our revenue could grow more slowly than in recent years or decline for any
number of reasons, including those outlined above. We also expect our operating expenses to increase in future periods,
particularly as we continue to operate as a public company, continue to invest in talent and technology infrastructure, and
expand our operations internationally. If our revenue growth does not increase to offset these anticipated increases in our
operating expenses, our business, financial position and results of operations will be harmed, and we may not be able to
achieve or maintain profitability. In addition, the additional expenses we will incur may not lead to sufficient additional
revenue to maintain historical revenue growth rates and profitability.
As we expand our business, it is important that we continue to maintain a high level of client service and
satisfaction. If we are not able to continue to provide high levels of client service, our reputation, as well as our business,
results of operations and financial condition, could be adversely affected.
We may lose clients or business as a result of consolidation within, or the expansion of specialty services provided by,
the retail insurance brokerage industry.
We derive a substantial portion of our business from our relationships with retail insurance brokerage firms.
There has been considerable consolidation in the retail insurance brokerage industry, driven primarily by the acquisition of
small and mid-size retail insurance brokerage firms by larger brokerage firms, financial institutions or other organizations.
We expect this trend to continue. As a result, we may lose all or a substantial portion of the business we obtain from retail
insurance brokerage firms that are acquired by other firms who have their own wholesale insurance brokerage operations or
established relationships with other wholesale insurance brokerage firms. In addition, retail insurance brokerages may
decide to create or expand their ability to provide specialty services. To date, our business has not been materially affected
by consolidation among retail insurance brokers or by the specialty services currently provided directly by certain of the
retail brokers with which we do business. However, we cannot be assured that we will not be affected by industry
consolidation or specialty expansion at the retail level that occurs in the future, particularly if any of our significant retail
insurance brokerage clients are acquired by retail insurance brokers with their own wholesale insurance brokerage
operations or preferred relationships with wholesalers other than Ryan Specialty.
If any of our MGA or MGU programs are terminated or changed, our business and operating results could be harmed.
In our Underwriting Management Specialty, we act as an MGA or an MGU for insurance carriers that have
given us authority to underwrite and bind coverage on their behalf. Our Underwriting Management Specialty generated
26.3% and 21.3% of our consolidated total net commissions and fees for the years ended December 31, 2024 and 2023,
respectively. Our MGA and MGU programs are governed by contracts between us and the insurance carriers. These
contracts establish, among other things, the underwriting and pricing guidelines for the program, the scope of our authority
and our commission rates for policies that we underwrite under the program. These contracts typically can be terminated by
the insurance carrier with very little advance notice. Moreover, upon expiration of the contract term, insurance carriers may
request changes in the terms of the program, including the amount of commissions we receive, which could reduce our
revenues from the program. The termination of any of our MGA or MGU programs, or a change in the terms of any of
these programs, could harm our business and operating results. We cannot be assured that lost insurance capacity can be
replaced or that other MGA or MGU programs will not be terminated or modified in the future. Moreover, we cannot be
assured that we will be able to replace any of our MGA or MGU programs that are terminated with a similar program with
other insurance carriers.
Our growth strategy may involve opening new offices, entering new product lines or establishing new distribution
channels, and will involve hiring new brokers and underwriters, which will require substantial investment by us and
may adversely affect our results of operations and cash flows in a particular period.
Our ability to grow organically depends in part on our ability to open new offices, enter new product lines,
establish new distribution channels and recruit new wholesale brokers and underwriters. We can provide no assurances that
we will be successful in any efforts to open new offices, develop de novo product lines, establish new distribution channels
or hire new wholesale brokers or underwriters. The costs of opening a new office, entering a new product line, establishing
a new distribution channel and hiring the necessary personnel to staff the office can be substantial, and we often are
required to commit to multi-year, non-cancellable lease agreements. The cost of investing in new offices, brokers and
underwriters may affect our results of operations and cash flows in a particular period. Moreover, we cannot assure you
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that we will be able to recover our investment in new offices, brokers or underwriters or that these offices, brokers and
underwriters will achieve profitability.
We rely on data from our clients and third parties for pricing and underwriting insurance policies, the unavailability or
inaccuracy of which could limit the functionality of our products and disrupt our business.
We use data, technology and intellectual property licensed from unaffiliated third parties in certain of our
products, including insurance industry proprietary information that we license from third parties, and we may license
additional third-party technology and intellectual property in the future. Any errors or defects in this third-party technology
and intellectual property could result in errors that could harm our brand and business. In addition, licensed technology and
intellectual property may not continue to be available on commercially reasonable terms, or at all. Also, should any third-
party refuse to license its proprietary information to us on the same terms that it offers to our competitors, we could be
placed at a significant competitive disadvantage.
Further, although we believe that there are currently adequate replacements for the third-party technology and
intellectual property we presently use, the loss of our right to use any of this technology and intellectual property could
result in delays in producing or delivering affected products until equivalent technology or intellectual property is
identified, licensed or otherwise procured, and integrated. Our business would be disrupted if any technology and
intellectual property we license from others or functional equivalents of this software were either no longer available to us
or no longer offered to us on commercially reasonable terms. In either case, we would be required either to attempt to
redesign our products to function with technology and intellectual property available from other parties or to develop these
components ourselves, which would result in increased costs and could result in delays in product sales and the release of
new product offerings. Alternatively, we might be forced to limit the features available in affected products. Any of these
results could harm our business, results of operations and financial condition.
The reinsurance industry is highly competitive and cyclical and certain subsidiaries and entities in which we have
invested may not be able to compete effectively in the future.
The reinsurance industry is highly competitive and has historically been cyclical. Through our indirect
investment in Geneva Re, Ltd. (“Geneva Re”), we compete with numerous reinsurance companies throughout the world.
Many of these competitors may have greater financial, marketing and management resources available to them, including
greater revenue and scale, have established long-term and continuing business relationships throughout the reinsurance
industry and may have higher financial strength ratings, which can be a significant competitive advantage for them.
Soft market conditions could lead to a significant reduction in reinsurance premium rates and less favorable
contract terms which could negatively affect the return on our investment in Geneva Re and the commissions earned by
Ryan Re. The supply of reinsurance is also related to the level of reinsured losses and the level of industry capital which, in
turn, may fluctuate in response to changes in rates of return earned in the reinsurance industry. As a result, the reinsurance
business historically has been a cyclical industry characterized by periods of intense price competition due to excess
underwriting capacity as well as periods when shortages of capacity permitted improvements in reinsurance rate levels and
terms and conditions.
The low interest rate environment observed in previous years and ease of entry into the reinsurance sector has
led to increased competition from non-traditional sources of capital, such as insurance-linked funds or collateralized special
purpose insurers, predominantly in the property catastrophe excess reinsurance market. This alternative capital provides
collateralized property catastrophe protection in the form of catastrophe bonds, parametric reinsurance, industry loss
warranties and other risk-linked products that facilitate the ability of non-reinsurance entities, such as hedge funds and
pension funds, to compete for property catastrophe excess reinsurance business outside of the traditional treaty market.
This alternative capacity is also expanding into lines of business other than property catastrophe reinsurance.
The occurrence of natural or man-made disasters could result in declines in business and increases in claims that could
adversely affect our financial condition, results of operations and cash flows.
We are exposed to various risks arising out of natural disasters, including earthquakes, hurricanes, fires, floods,
landslides, tornadoes, typhoons, tsunamis, hailstorms, climate events or weather patterns and pandemic health events, as
well as man-made disasters, including acts of terrorism, military actions, cyberterrorism, explosions and biological,
chemical or radiological events. The continued threat of terrorism and ongoing military actions may cause significant
volatility in global financial markets, and a natural or man-made disaster could trigger an economic downturn in the areas
directly or indirectly affected by the disaster. These consequences could, among other things, result in a decline in business
and increased claims from those areas. They could also result in reduced underwriting capacity of our insurance carriers,
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making it more difficult for our agents to place business. Disasters also could disrupt public and private infrastructure,
including communications and financial services, which could disrupt our normal business operations. Any increases in
loss ratios due to natural or man-made disasters could impact our supplemental or contingent commissions, which are
primarily driven by growth and profitability metrics. A natural or man-made disaster also could disrupt the operations of
our counterparties or result in increased prices for the products and services they provide to us. Finally, a natural or man-
made disaster could increase the incidence or severity of E&O claims against us.
We may use artificial intelligence in our business, and challenges with properly adopting and managing its use could
result in reputational harm, competitive harm, legal liability, and could adversely affect our results of operations.
We may incorporate artificial intelligence (“AI”) solutions into our platform, offerings, services, and features,
and these applications may become important in our operations over time. Our competitors or other third parties may
incorporate AI into their products and services more quickly or more successfully than us, which could impair our ability to
compete effectively and adversely affect our results of operations. Additionally, if the content, analyses, or
recommendations that AI applications assist in producing are, or are alleged to be deficient, inaccurate, or biased, our
business, financial condition, and results of operations may be adversely affected. The use of AI applications has resulted
in, and may in the future result in, cybersecurity incidents that implicate the personal data of end users of such applications.
Any such cybersecurity incidents related to our use of AI applications could adversely affect our reputation and results of
operations. AI also presents emerging ethical issues and if our use of AI becomes controversial, we may experience brand
or reputational harm, competitive harm, or legal liability. The rapid evolution of AI, including potential government
regulation of AI, will require significant resources to develop, test and maintain our platform, offerings, services, and
features to help us implement AI ethically in order to minimize unintended, harmful impact.
The economic and political conditions of the countries and regions in which we operate could have an adverse impact
on our business, financial condition, operating results, liquidity, and prospects for growth.
Our operations in countries undergoing political change or experiencing economic instability are subject to
uncertainty and risks that could materially adversely affect our business. These risks include the possibility we would be
subject to, unstable governments and economies, and potential governmental actions affecting the flow of goods, services,
and currency.
We could incur substantial losses from our cash and investment accounts if one of the financial institutions that we use
fails or is taken over by the U.S. Federal Deposit Insurance Corporation (“FDIC”).
We maintain cash and investment balances, including funds held in a fiduciary capacity, held in premium trust
accounts, at numerous depository institutions in amounts that are significantly in excess of the limits insured by the FDIC.
If one or more of the depository institutions with which we maintain significant cash balances were to fail or be taken over
by the FDIC, our ability to access these funds might be temporarily or permanently limited, and we could face material
liquidity problems and potential material financial losses.
Our offices are geographically dispersed across the United States, the United Kingdom, Europe, Canada, India, and
Singapore , and we may not be able to respond quickly to operational or financial problems or promote the desired level
of cooperation and interaction among our offices, which could harm our business and operating results.
As of December 31, 2024, we had 130 offices across the United States, the United Kingdom, Europe, Canada,
India, and Singapore . Some of these offices are under the day-to-day management of individuals who previously owned an
acquired business or played a key role in the development of an office. These individuals may not report negative
developments that occur in their businesses to management on a timely basis because of, among other things, the potential
damage to their reputation, the risk that they may lose all or some of their operational control, the risk that it could impair
financial earnouts or incentive compensation, or the risk that they may be personally liable to us under the indemnification
provisions of the agreements pursuant to which their businesses were acquired. Moreover, there can be no assurances that
management will be able to independently detect adverse developments that occur in particular offices. We review the
performance of our offices on a monthly basis, maintain frequent contact with all of our offices and work with our offices
on an annual basis to prepare a detailed operating budget for revenue production by office. Although we believe that these
and other measures have allowed us generally to detect and address known operational issues that might have a material
effect on our operating results, they may not detect all issues in time to permit us to take appropriate corrective action. Our
business and operating results may be harmed if our management does not become aware, on a timely basis, of negative
business developments, such as the possible loss of an important client, threatened litigation or regulatory action, or other
developments.
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In addition, our ability to grow organically will require the cooperation of the individuals who manage our
offices. We cannot provide assurance that these individuals will cooperate with our efforts to improve the operating results
in offices for which they are not directly responsible. Our dispersed operations may impede our integration efforts and
organic growth, which could harm our business and operating results.
Our non-U.S. operations expose us to exchange rate fluctuations and various risks that could impact our business.
Approximately five percent and three percent of our revenues for the years ended December 31, 2024 and 2023,
respectively, were generated outside of the United States. We are exposed to currency risk from the potential changes
between the exchange rates of the US Dollar, British Pound, Euro, Swedish Krona, Danish Krone, Canadian Dollar,
Singapore Dollar and other currencies. Exchange rate movements may change over time, and could have an adverse impact
on our financial results and cash flows reported in U.S. dollars. Our U.S. operations earn revenue and incur expenses
primarily in U.S. dollars. Due to fluctuations in foreign exchange rates, we are subject to economic exposure as well as
currency translation exposure on the net operating results of our operations. Because our non-U.S. based revenue is
exposed to foreign exchange fluctuations, exchange rate movement can have an impact on our business, financial
condition, results of operations and cash flow. For additional discussion, see “ Quantitative and Qualitative Disclosures
about Market Risk ” included elsewhere in this Annual Report.
Increasing scrutiny and changing expectations from investors, clients and our employees with respect to our corporate
responsibility and stakeholder interest practices may impose additional costs on us or expose us to new or additional
risks.
There is increased focus, including from governmental organizations, investors, employees, and clients, on
corporate responsibility and stakeholder interest issues such as environmental stewardship, climate change, diversity and
workplace inclusion, pay equity, racial justice, workplace conduct, cybersecurity and data privacy. There can be no
certainty that we will manage such issues successfully, or that we will successfully meet society’s expectations as to our
proper role. Negative public perception, adverse publicity, or negative comments in social media, including as a result of
actions taken by companies we acquire before the acquisition, could damage our reputation or harm our relationships with
regulators and the communities in which we operate if we do not, or are not perceived to, adequately address these issues.
Any harm to our reputation could impact employee engagement and retention and the willingness of our trading partners to
do business with us. In addition, there exists certain negative sentiment about some individuals and government institutions
related to corporate responsibility and stakeholder interests, and we may also face scrutiny, reputational risk, lawsuits, or
market access restrictions from these parties regarding these initiatives.
In addition, a variety of organizations have developed ratings to measure the performance of companies on
topics of corporate responsibility or stakeholder interests, and the results of these assessments are widely publicized.
Investments in funds that specialize in companies that perform well in such assessments remain popular, and major
institutional investors have publicly emphasized the importance of such measures to their investment decisions.
Unfavorable ratings of our Company or our industry, as well as omission of inclusion of our stock into investment funds
oriented toward various corporate responsibility and stakeholder interests may lead to negative investor sentiment and the
diversion of investment to other companies or industries, which could have a negative impact on our stock price.
Risks Related to Intellectual Property, Data Privacy and Cybersecurity
We rely on the efficient, uninterrupted, and secure operation of complex information technology systems and networks
to operate our business. Any significant system or network disruption due to a breach in the security of our information
technology systems could have a negative impact on our reputation, regulatory compliance status, operations, sales, and
operating results.
While we manage some of our information technology systems and some are outsourced to third parties, all
information technology systems are potentially vulnerable to damage, breakdown or interruption from a variety of sources,
including but not limited to cyberattacks, ransomware, malware, security breaches, theft or misuse, unauthorized access or
improper actions by insiders or employees, sophisticated nation-state and nation-state-supported actors, natural disasters,
terrorism, war, telecommunication, and electrical failures or other compromise. We are at risk of attack by a growing list of
adversaries through increasingly sophisticated methods. Because the techniques used to infiltrate or sabotage systems
change frequently, we may be unable to anticipate these techniques or implement adequate preventative measures.
We have experienced, and may in the future experience, whether directly or indirectly through third parties,
cybersecurity incidents. We have been, and expect to continue to be, the target of fraudulent calls, emails and other forms
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of fraudulent activities and have experienced security breaches. However, to date, such security breaches have not had a
material impact on our business strategy, results of operations or financial condition.
If we fail to make requisite notifications within the timelines required under applicable laws it could result in
violations, fines, penalties, litigation, proceedings or enforcement action. In addition, it is possible that state regulators may
initiate investigations of the Company in connection with a breach, that the Company could be subject to civil penalties,
resolution agreements, monitoring or similar agreements, or third-party claims against the Company, including class-action
lawsuits. Moreover, incidents could occur with respect to our systems or the systems of our third-party service providers, as
well as any other data breaches or other misuse or disclosure of our participant or other data, could lead to improper use or
disclosure of Company information, including personally identifiable information or protected health information obtained
from our participants, and information from employees. Any such breach or misuse of data could harm our reputation, lead
to legal exposure, divert management attention and resources, increase our operating expenses due to the employment of
consultants and third-party experts and the purchase of additional security infrastructure, and/or subject us to liability,
resulting in increased costs and loss of revenue. In addition, any remediation efforts we undertake may not be successful.
The perception that we do not adequately protect the privacy of information of our employees or clients could inhibit our
growth and damage our reputation.
If we are unable to maintain and upgrade our system safeguards, we may incur unexpected costs and certain
aspects of our systems may become more vulnerable to unauthorized access. While we select our clients and third-party
vendors carefully, cyberattacks and security breaches at a client or vendor could adversely affect our ability to deliver
products and services to its customers and otherwise conduct its business and could put our systems at risk. Additionally,
we are an acquisitive organization and the process of integrating the information systems of the businesses we acquire is
complex and exposes us to additional risk as we might not adequately identify weaknesses in an acquisition targets’
information systems, which has in the past and could in the future expose us to costs and/or unexpected liabilities or make
our own systems more vulnerable to attack. Additionally, our public announcement of the signing or closing of an
acquisition could increase the possibility of threat actors targeting the companies that we will or have acquired. These types
of breaches affecting us, our clients or our third-party vendors could result in intellectual property or other confidential
information being lost or stolen, including client, employee, or company data. In addition, we may not be able to detect
breaches in our information technology systems or assess the severity or impact of a breach in a timely manner.
We have implemented various measures to manage our risks related to system and network security and
disruptions, but a security breach or a significant and extended disruption in the functioning of our information technology
systems could damage our reputation and cause us to lose clients, adversely impact our operations and operating results,
and require us to incur significant expense to address and remediate or otherwise resolve such issues. In order to maintain
the level of security, service, compliance, and reliability that our clients and laws of various jurisdictions require, we will
be required to make significant additional investments in our information technology systems on an ongoing basis.
Improper disclosure of confidential, personal, or proprietary data, whether due to human error, misuse of information
by employees or counterparties, or as a result of cyberattacks, could result in regulatory scrutiny, legal liability or
reputation damage, which in turn could have an adverse effect on our reputation, regulatory compliance status,
operations, sales and operating results.
We maintain confidential, personal, and proprietary information relating to our Company, our employees, and
our clients. This information includes personally identifiable information, protected health information, and financial
information. We are subject to data privacy laws and regulations relating to the collection, use, retention, security, and
transfer of this information. The inability to adhere to or to successfully implement processes and controls in response to
these laws, rules and regulations could impair our reputation, restrict our ability to operate in certain jurisdictions, or result
in additional legal liability, which in turn could adversely impact our reputation, regulatory compliance status, operations,
and operating results.
Our business performance and growth plans could be negatively affected if we are not able to gain internal efficiencies
through the application of technology or effectively apply technology in facilitating operations and driving value for our
clients through innovation and technology-based solutions. Conversely, investments in internal systems or innovative
product offerings may fail to yield sufficient return to cover their investments and the attention of the management team
could be diverted.
Our success depends, in part, on our ability to develop and implement technology-based solutions that
anticipate or keep pace with rapid and continuing changes in technology, operational needs, industry standards, and client
preferences. We may not be successful in anticipating or responding to these developments on a timely and cost-effective
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basis. The effort to gain technological expertise, develop new technologies in our business, keep pace with insurtech, and
achieve internal efficiencies through technology require us to incur significant expenses and attract talent with the
necessary skills. There is no assurance that our technological investments in internal systems and digital distribution
platforms will achieve the intended efficiencies, and such unrealized savings or benefits could affect our results of
operations. There is no assurance that our technological investments will properly facilitate our operational needs, and any
failure of technology and automated systems to function or perform as expected could harm our operations, business and
financial condition. Additionally, if we cannot offer new technologies as quickly as our competitors, if our competitors
develop more cost-effective technologies, or if our ideas are not accepted in the marketplace, it could have a material
adverse effect on our ability to obtain and complete client engagements. Innovations in software, cloud computing, or other
technologies that alter how our services are delivered could significantly undermine our investment decisions if we are
slow to innovate or unable to take advantage of these developments.
We are continually developing and investing in innovative and novel service offerings that we believe will
address needs that we identify in the markets. Nevertheless, for those efforts to produce meaningful value, we are reliant on
a number of other factors, some of which are outside of our control. For example, starting a de novo MGU or insurance
program takes a certain amount of investment before we are able to secure insurance carriers to support the underwriting,
which is a precursor to entering the marketplace. Even after securing insurance carriers, we may not be able to compete
effectively with other products in the marketplace on pricing, terms and conditions in order to be successful. The
development and implementation of these offerings also may divert the attention of our management team.
Infringement, misappropriation or dilution of our intellectual property could harm our business.
We believe our trademarks have significant value and that this and other intellectual property are valuable
assets that are critical to our success. Unauthorized uses or other infringement of our trademarks or service marks could
diminish the value of our brand and may adversely affect our business. Effective intellectual property protection may not
be available in every market. Failure to adequately protect our intellectual property rights could damage our brand and
impair our ability to compete effectively. Some of our most important brand names, including “Ryan Specialty” and “RT
Specialty,” are not registered, and we rely on common law trademark protection to protect this intellectual property. Even
where we have effectively secured statutory protection for our trademarks and other intellectual property, our competitors
and other third parties may misappropriate our intellectual property, and in the course of litigation, such competitors and
other third parties occasionally attempt to challenge the breadth of our ability to prevent others from using similar marks or
designs. If such challenges were to be successful, less ability to prevent others from using similar marks or designs may
ultimately result in a reduced distinctiveness of our brand in the minds of consumers. Defending or enforcing our
trademark rights, branding practices and other intellectual property could result in the expenditure of significant resources
and divert the attention of management, which in turn may materially and adversely affect our business and operating
results, even if such defense or enforcement is ultimately successful. Even though competitors occasionally may attempt to
challenge our ability to prevent infringers from using our marks, we are not aware of any challenges to our right to use any
of our brand names or trademarks.
Failure to protect our intellectual property rights, or allegations that we have infringed on the intellectual property
rights of others, could harm our reputation, ability to compete effectively, and financial condition.
To protect our intellectual property rights, we rely on a combination of trademark laws, copyright laws, trade
secret protection, confidentiality agreements and other contractual arrangements with our affiliates, employees, clients,
strategic partners and others, as well as internal policies and procedures regarding our management of intellectual property.
However, the protective steps that we take may be inadequate to deter misappropriation of our proprietary information. In
addition, we may be unable to detect the unauthorized use of, or take appropriate steps to enforce, our intellectual property
rights. Further, we operate in many foreign jurisdictions and effective trademark, copyright and trade secret protection may
not be available in every country or jurisdiction in which we offer our services. Additionally, our competitors may develop
products similar to our products that do not conflict with our related intellectual property rights. Failure to protect our
intellectual property adequately could harm our reputation and affect our ability to compete effectively.
In addition, to protect or enforce our intellectual property rights, we may initiate litigation against third parties,
such as infringement suits or interference proceedings. Third parties may assert intellectual property rights claims against
us, which may be costly to defend, could require the payment of damages, and could limit our ability to use or offer certain
technologies, products or other intellectual property. Any intellectual property claims, with or without merit, could be
expensive, take significant time and divert management’s attention from other business concerns. Successful challenges
against us could require us to modify or discontinue our use of technology or business processes where such use is found to
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infringe or violate the rights of others, or require us to purchase licenses from third parties, any of which could adversely
affect our business, financial condition and operating results.
Risks Related to Legal and Regulatory Issues
Our businesses are subject to governmental regulation, which could reduce our profitability, limit our growth, or
increase competition.
Our businesses are subject to legal and regulatory oversight throughout the world, including by U.S. state
regulators, under the U.K. Companies Act and the rules and regulations promulgated by the FCA, the Foreign Corrupt
Practices Act (the “FCPA”), the Bribery Act of 2010 in the U.K. (the “U.K. Bribery Act”), and a variety of other laws,
rules and regulations addressing, among other things, licensing, data privacy and protection, anti-money laundering, wage
and hour standards, employment and labor relations, anti-competition, and anticorruption. This legal and regulatory
oversight could reduce our profitability or limit our growth by: increasing the costs of legal and regulatory compliance;
limiting or restricting the products or services we sell, the markets we serve or enter, the methods by which we sell our
products and services, the prices we can charge for our services, or the form of compensation we can accept from our
clients, insurance carriers and third parties; or by subjecting our businesses to the possibility of legal and regulatory actions
or proceedings.
We are experiencing and reacting to substantial geopolitical and regulatory changes on a real-time basis, and the
extent of such changes are not currently known. Changes in the regulatory scheme, or even changes in how existing
regulations are interpreted, could have an adverse impact on our results of operations by limiting revenue streams or
increasing costs of compliance. For instance, The European Union’s General Data Protection Regulation (the “EU GDPR”)
imposes a range of compliance obligations, increased financial penalties for noncompliance, and extended the scope of the
EU data protection law to all companies processing data of EU residents, wherever the company’s location. Accordingly,
we may experience significant fines and penalties if we fail to comply with the EU GDPR. Following the implementation
of the EU GDPR, other jurisdictions have sought to amend, or propose legislation to amend, their existing data protection
laws to align with the requirements of the EU GDPR with the aim of obtaining an adequate level of data protection to
facilitate the transfer of personal data to most jurisdictions from the EU. Additionally, some countries have also proposed
sweeping new data protection laws. For example, Canada is proposing significant changes to its federal privacy law.
Accordingly, the challenges we face in the EU also apply to other jurisdictions that adopt laws similar to the EU GDPR or
regulatory frameworks of equivalent complexity.
The U.K. has implemented legislation focusing on data protection and privacy, including the U.K. Data
Protection Act, which provides for fines of up to the greater of 17.5 million British Pounds or 4% of a company’s
worldwide turnover, whichever is higher. On June 28, 2021, the European Commission announced a decision of adequacy
concluding that the U.K. ensures an equivalent level of data protection to the EU GDPR, which provides some relief
regarding the legality of continued personal data flows from the European Economic Area (the “EEA”) to the U.K. Some
uncertainty remains, however, as this adequacy determination must be renewed after four years and may be modified or
revoked in the interim. We cannot fully predict how the Data Protection Act and other U.K. data protection laws or
regulations may develop in the medium to longer term nor the effects of divergent laws and guidance regarding how data
transfers to and from the U.K. will be regulated.
In the United States, the California Consumer Privacy Act (the “CCPA”) came into effect in January 2020 and
has been amended several times. The CCPA, as amended by the California Privacy Rights Act, requires increased
transparency and data subject rights such as access and deletion, an ability to opt out of the “sale” or “sharing” of personal
information, and the ability to limit the disclosure of “sensitive” personal information. Following the expiration of the
CCPA’s previous business to business and employment exemptions, personal information relating to employees and
business representatives is now in scope. The CCPA also created the California Privacy Protection Agency, which is
proposing extensive new regulations concerning such matters as risk assessments, cybersecurity audits, and artificial
intelligence. Following the passage of the CCPA, multiple other U.S. states have passed their own privacy laws, although
to date most of these do not apply to the financial services industry. This, along with a growing number of other U.S. states
that are proposing new privacy laws, has created the need for multi-state compliance. We continue to monitor and adapt to
this evolving privacy landscape. There also remains the possibility that a federal privacy law will be implemented. In
addition, the National Association of Insurance Commissioners is working on a revised model privacy law that, if adopted
by the states, would further expand consumer privacy rights and regulatory requirements applicable to the insurance
industry.
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In addition to data protection laws, certain countries and U.S. states are enacting cybersecurity laws and
regulations. For example, in 2017 the New York State Department of Financial Services issued cybersecurity regulations
which imposed an array of detailed security measures on covered entities. These regulations have now been amended to
add additional data security requirements on entities licensed to conduct financial services business in New York,
including, among other requirement, independent audits, annual risk assessments, reporting of all ransomware attacks, and
management’s allocation of appropriate resources to cybersecurity programs. Many other states have also adopted laws
covering data collected by insurance licensees that include security and breach notification requirements. The EU has
adopted the Digital Operations Resilience Act (“DORA”), which requires procedures to be in place to assess and oversee
information and communications technology (“ICT”) risk, protect ICT assets, report incidents, and oversee third parties.
All of these evolving compliance and operational requirements impose significant costs and other burdens that are likely to
increase over time, might divert resources from other initiatives and projects, and could restrict the way services involving
data are offered, all of which may adversely affect our results of operations. In addition, the risk of noncompliance poses
significant regulatory exposure, including the potential for fines and penalties.
Certain jurisdictions have enacted data localization laws and cross-border personal data transfer laws, which
could make it more difficult to transfer information across jurisdictions (such as transferring or receiving personal data that
originates in the EU). Existing mechanisms that may facilitate cross-border personal data transfers may change or be
invalidated. For example, absent appropriate safeguards or other circumstances, the EU GDPR generally restricts the
transfer of personal data to countries outside of the EEA, such as the United States, which the European Commission does
not consider to provide an adequate level of data privacy and security. On July 10, 2023, the European Commission
adopted its adequacy decision for the EU-US Data Privacy Framework (“EU-US DPF”). The EU-US DPF imposes new
requirements and obligations on private companies and governmental agencies. The legal landscape applicable to data
privacy continues to remain in flux. We will need to continue to carefully monitor developments in this area to help
facilitate compliance. The risk of noncompliance poses significant regulatory risk, including the potential for fines and
penalties.
Our acquisitions of new businesses and our continued operational changes and entry into new jurisdictions and
new service offerings increase our legal and regulatory compliance complexity, as well as the type of governmental
oversight to which we may be subject. With our entry into distributing employee benefits insurance products and services,
compliance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA) has become a more significant
factor for our business.
Our continuing ability to provide insurance broking and underwriting services in the jurisdictions in which we
operate depends on our compliance with the rules and regulations promulgated from time to time by the regulatory
authorities in each of these jurisdictions. Also, we can be affected indirectly by the governmental regulation and
supervision of insurance companies. For instance, if we are providing our managing general underwriting services for an
insurer, we may have to contend with regulations that the insurer expects us to comply with.
It is expected that the insurance and financial services industries will face greater regulation regarding the use of
artificial intelligence and automated decision-making that affects individual consumers. For example, the National
Association of Insurance Commissioners has proposed a model bulletin for states to adopt that would guide the insurance
industry towards assuring that the use of such technologies does not cause unfair discrimination. This bulletin has been
adopted by almost half of the states in the U.S. Some states have adopted new statutes or issued their own bulletins or
circular letters addressing these risks. We will need to continue to carefully monitor developments in this area to help
facilitate compliance. The risk of noncompliance poses significant regulatory exposure, including the potential for fines
and penalties.
Our business is subject to risks related to legal proceedings and governmental inquiries.
We are subject to litigation, regulatory and other governmental investigations and claims arising in the ordinary
course of our business operations. The risks associated with these matters often may be difficult to assess or quantify and
the existence and magnitude of potential claims often remain unknown for substantial periods of time. While we have
insurance coverage for some of these potential claims, others may not be covered by insurance, insurers may dispute
coverage, or any ultimate liabilities may exceed our coverage. We may be subject to actions and claims relating to the sale
of insurance or our other operations, including the suitability of such products and services. Actions and claims may result
in the rescission of such sales; consequently, our trading partners may seek to recoup commissions or other compensation
paid to us, which may lead to legal action against us. The outcome of such actions cannot be predicted and such claims or
actions could have a material adverse effect on our business, financial condition and results of operations.
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We must comply with and are affected by various laws and regulations, as well as regulatory and other
governmental investigations, that impact our operating costs, profit margins and our internal organization and operation of
our business. The insurance industry, including the premium finance business, has been subject to a significant level of
scrutiny by various regulatory and governmental bodies, including state attorneys general offices and state departments of
insurance, concerning certain practices within the insurance industry. These practices include, without limitation, the
receipt of supplemental and contingent commissions by insurance brokers and agents from insurance companies and the
extent to which such compensation has been disclosed, the collection of broker fees, which we define as fees separate from
commissions charged directly to clients for efforts performed in the issuance of new insurance policies, bid rigging and
related matters. From time to time, our subsidiaries receive informational requests from governmental authorities.
There have been a number of revisions to existing, or proposals to modify or enact new, laws and regulations
regarding insurance agents and brokers. These actions have imposed, or could impose, additional obligations on us with
respect to our products sold. Some insurance companies have agreed with regulatory authorities to end the payment of
supplemental or contingent commissions on insurance products, which could impact our commissions that are based on the
volume, consistency and profitability of business generated by us.
In the past, state regulators have scrutinized the manner in which insurance brokers are compensated. These
actions have created uncertainty concerning long-standing methods of compensating insurance brokers. Given that the
insurance brokerage industry has faced scrutiny from regulators in the past over its compensation practices, and the
transparency and discourse to clients regarding brokers’ compensation, it is possible that regulators may choose to revisit
the same or other practices in the future. If they do so, compliance with new regulations along with any sanctions that
might be imposed for past practices deemed improper could have an adverse impact on our future results of operations and
inflict significant reputational harm on our business.
We cannot predict the impact that any new laws, rules or regulations may have on our business, financial
condition and results of operations. Given the current regulatory environment and the number of our subsidiaries operating
in local markets throughout the country, it is possible that we will become subject to further governmental inquiries and
subpoenas and have lawsuits filed against us. Regulators may raise issues during investigations, examinations or audits that
could, if determined adversely, have a material impact on us. The interpretations of regulations by regulators may change
and statutes may be enacted with retroactive impact. We could also be materially adversely affected by any new industry-
wide regulations or practices that may result from these proceedings.
Our involvement in any investigations and lawsuits would cause us to incur additional legal and other costs and,
if we were found to have violated any laws, we could be required to pay fines, damages and other costs, perhaps in material
amounts. Regardless of final costs, these matters could have a material adverse effect on us by exposing us to negative
publicity, reputational damage, harm to client relationships or diversion of personnel and management resources.
We are subject to a number of, or may become subject to, E&O claims as well as other contingencies and legal
proceedings which, if resolved unfavorably to us, could have an adverse effect on our results of operations.
We assist our clients with various matters, including placing insurance, advocating with respect to claims,
handling related claims and facilitating premium financing. E&O claims against us may result in potential liability for
damages arising from these services. E&O claims could include, for example, the failure of our employees or sub-agents,
whether negligently or intentionally, to place coverage correctly or notify insurance carriers of claims on behalf of clients,
provide insurance carriers with complete and accurate information relating to the risks being insured, or properly exercise
our delegated authority to underwrite or bind coverage, issue policies or other documents or provide proper notices to
insureds. In addition, we are subject to other types of claims, litigation and proceedings in the ordinary course of business,
which along with E&O claimants may seek damages, including punitive damages, in amounts that could, if awarded, have
a material adverse impact on our financial position, earnings and cash flows. In addition to potential liability for monetary
damages, such claims or outcomes could harm our reputation or divert management resources away from operating our
business.
We have historically purchased, and continue to purchase, insurance to cover E&O claims to provide protection
against certain losses that arise in such matters. As of December 31, 2024, our E&O insurance policy tower has a $150.0
million limit per occurrence and in the aggregate, and our E&O coverage is subject to a self-insured retention of $5 million
per claim. If we exhaust or materially deplete our coverage under our E&O policy, it could have a significant adverse
financial impact. Accruals for these exposures, when applicable, have been recorded to the extent that losses are deemed
probable and are reasonably estimable. These accruals are adjusted from time to time as developments warrant and may
also be adversely affected by disputes we may have with our insurers over coverage.
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Our handling of client funds and surplus lines taxes exposes us to complex fiduciary regulations.
We collect premiums from insureds and, after deducting our commissions and fees, remit the premiums to
insurers or other third-party insurance markets. We also collect funds for claims or refunds from insurers on behalf of
insureds, which are remitted to those insureds. We also collect surplus line taxes for remittance to state taxing authorities.
Consequently, at any given time, we may hold funds of our clients, insurer trading partners, or for taxes, and we are subject
to various laws, regulations, and contractual arrangements governing the holding, management, and investing of these
funds. Any loss, theft or misappropriation of these funds, caused by employee or third-party fraud, execution of
unauthorized transactions, errors relating to transaction processing, or other events could subject us to claims brought by
insureds, insurers and insurance intermediaries, as well as to fines, penalties and reputational risk as a result of an alleged
fiduciary breach and adversely affect our results of operations.
While we are in possession of client, insurer trading partner, and tax funds, we may invest those funds in certain
short-term high-quality securities, such as AAA-rated money market funds as rated by Moody’s. If the institution holding
these funds experiences any illiquidity or insolvency event, we may not be able to access client funds timely, if at all,
which could significantly affect our results of operations and financial condition and expose us to additional legal and
regulatory fines or sanctions.
Our handling and investment of client, insurer trading partner, and tax funds held in a fiduciary capacity is
subject to regulatory oversight and contractual agreements and the mishandling of such funds could subject us to fines and
sanctions which could significantly affect our results of operations and financial condition.
Changes in tax laws or regulations that are applied adversely to us or our clients may have a material adverse effect on
our business, cash flow, financial condition or results of operations.
We are subject to taxation at the federal, state and local levels in the United States and various other countries
and jurisdictions. Our future effective tax rate and cash flows could be affected by changes in the composition of earnings
in jurisdictions with differing tax rates, changes in statutory rates and other legislative changes, changes in the valuation of
our deferred tax assets and liabilities, changes in determinations regarding the jurisdictions in which we are subject to tax,
and our ability to repatriate earnings from foreign jurisdictions. From time to time, U.S. federal, state and local and foreign
governments make substantive changes to tax rules and their application, which could result in materially higher corporate
taxes than would be incurred under existing tax law and could adversely affect our financial condition or results of
operations. We are subject to ongoing and periodic tax audits and disputes in U.S. federal and various state, local and
foreign jurisdictions. An unfavorable outcome from any tax audit could result in higher tax costs, penalties and interest,
thereby adversely affecting our financial condition or results of operations.
In addition, we are directly and indirectly affected by new tax legislation and regulation and the interpretation
of tax laws and regulations worldwide. Changes in such legislation, regulation or interpretation could increase our taxes
and have an adverse effect on our operating results and financial condition. This includes potential changes in tax laws or
the interpretation of tax laws arising out of the Base Erosion Profit Shifting project (“BEPS”) initiated by the Organization
for Economic Co-operation and Development (“OECD”). In July and October of 2021, the OECD/G-20 Inclusive
Framework on BEPS released statements outlining a political agreement on the general rules to be adopted for taxing the
digital economy, specifically with respect to nexus and profit allocation (Pillar One) and rules for a global minimum tax
(Pillar Two). Further details regarding implementation of these rules are expected to be finalized in the near future. These
rules, should they implemented via domestic legislation of countries or via international treaties, could have a material
impact on our effective tax rate or result in higher cash tax liabilities. There can be no assurance that our tax payments, tax
credits, or incentives will not be adversely affected by these or other initiatives.
Proposed tort reform legislation, if enacted, could decrease demand for casualty insurance, thereby reducing our
commission revenues.
Legislation concerning tort reform has been considered, from time to time, in the United States Congress and in
several state legislatures. Among the provisions considered in such legislation have been limitations on damage awards,
including punitive damages, and various restrictions applicable to class action lawsuits. Enactment of these or similar
provisions by Congress, or by states in which we sell insurance, could reduce the demand for casualty insurance policies or
lead to a decrease in policy limits of such policies sold, thereby reducing our commission revenues.
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Regulations affecting insurance carriers with whom we place business affect how we conduct our operations.
Insurers are also regulated by state insurance departments for solvency issues and are subject to reserve
requirements. We cannot guarantee that all insurance carriers with which we do business comply with regulations instituted
by state insurance departments. We may need to expend resources to address questions or concerns regarding our
relationships with these insurers, diverting management resources away from operating our business.
Risks Related to Our Indebtedness
Our substantial indebtedness could adversely affect our financial flexibility and our competitive position and subject us
to contractual restrictions and limitations that could significantly affect our ability to operate.
We have a substantial amount of indebtedness under our Credit Facilities, which requires significant interest
and principal payments. As of December 31, 2024, we had, on a consolidated basis, $3,300 million aggregate principal
amount of outstanding indebtedness, including $400.0 million related to the 4.375% Senior Secured Notes issued under an
indenture dated February 3, 2022, an aggregate of $1,200.0 million related to the 5.875% Senior Secured Notes issued
under an indenture dated September 19, 2024 , as supplemented on December 9, 2024, and $1,700 million of borrowings
under our Term Loan with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) and no
borrowings under our Revolving Credit Facility. We have commitments available to be borrowed under the Revolving
Credit Facility of $1,399.7 million (not including $0.3 million of undrawn letters of credit), subject to customary
conditions, all of which would be secured on a first-priority basis if borrowed. Our substantial indebtedness could have
significant effects on our business and consequences to holders of our debt. For example, it could:
• make it more difficult for us to satisfy our obligations with respect to our current and future indebtedness,
including the Senior Secured Notes and the indebtedness governed by our Credit Agreement;
• increase our vulnerability to adverse changes in prevailing economic, industry and competitive conditions,
including recessions and periods of significant inflation, rising interest rate environments and financial
market volatility;
• require us to dedicate a substantial portion of our cash flow from operations to make payments on our
indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital
expenditures, acquisitions, the execution of our business strategy and other general corporate purposes;
• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we
operate;
• increase our cost of borrowing;
• restrict us from capitalizing on business opportunities;
• place us at a disadvantage compared to our competitors that have less indebtedness; and
• limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions,
indebtedness service requirements, execution of our business strategy and other general corporate purposes.
We expect to use cash flow from operations to meet our current and future financial obligations, including
funding our operations, indebtedness service requirements (including payments on the Senior Secured Notes) and capital
expenditures. A portion of our indebtedness is floating rate. We have observed significant interest rate increases,
variability and volatility. Should interest rates remain elevated or increase further, we could have increased interest
expense. The ability to make these payments depends on our financial and operating performance, which is subject to
prevailing economic, industry and competitive conditions and to certain financial, business, economic and other factors
beyond our control.
We are required to regularly pay interest on our debt, and to repay debt principal, and we bear risk associated
with retiring or refinancing principal as our debt matures. Our ability to make interest and principal payments, to refinance
our debt obligations, and to fund acquisitions, internal investments and capital expenditures is determined by our ability to
generate cash from operations, which in turn is subject to general economic, industry, financial, business, competitive,
legislative, regulatory and other factors that are beyond our control. Interest and principal obligations reduce our ability to
use that cash for other purposes, including working capital, distributions, acquisitions, capital expenditures and general
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corporate purposes. If we cannot service our debt obligations, we may have to take actions such as selling assets, raising
equity on terms dilutive to existing stockholders, or reducing or delaying acquisitions, capital expenditures or investments,
any of which could limit our ability to execute our business strategy.
If we cannot make scheduled payments on our indebtedness, we will be in default and holders of the Senior
Secured Notes could declare all outstanding principal and interest to be due and payable, the lenders under the Credit
Agreement governing our Term Loan and Revolving Credit Facility could foreclose against the assets securing their
borrowings, and we could be forced into bankruptcy or liquidation. Additionally, we may need to refinance all or a portion
of our indebtedness before maturity. It cannot be assured that we will be able to refinance any of our indebtedness on
commercially reasonable terms or at all. There can be no assurance that we will be able to obtain sufficient funds to enable
us to repay or refinance our debt obligations on commercially reasonable terms, or at all.
Despite current indebtedness levels, we may incur substantially more indebtedness, which could further exacerbate the
risks associated with our substantial indebtedness.
We may be able to incur significantly more indebtedness in the future, resulting in higher leverage. The
indentures that govern the Senior Secured Notes and the Credit Agreement governing our Term Loan and Revolving Credit
Facility allow us to incur additional indebtedness, including secured debt. Such additional indebtedness may be substantial.
Our ability to recapitalize, incur additional debt and take a number of other actions that are not prohibited by the terms of
the Senior Secured Notes or the Credit Agreement could have the effect of exacerbating the risks associated with our
substantial indebtedness or diminishing our ability to make payments on our debt when due, and may also require us to
dedicate a substantial portion of our cash flow from operations to payments on our other indebtedness, which would reduce
the availability of cash flow to fund our operations, working capital, acquisitions, and capital expenditures.
We may not be able to generate sufficient cash flow to service all of our indebtedness and may be forced to take other
actions to satisfy our obligations under such indebtedness, which may not be successful.
Our ability to make scheduled payments or to refinance outstanding debt obligations depends on our financial
and operating performance, which will be affected by general economic, industry, financial, business, competitive,
legislative, regulatory and other factors beyond our control. We may not be able to maintain a sufficient level of cash flow
from operating activities to permit us to pay the principal, premium, if any, and interest on our indebtedness. Any failure to
make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a
reduction of our credit worthiness, which would also harm our ability to incur additional indebtedness.
If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to
reduce or delay capital expenditures and acquisitions, sell assets, seek additional capital or seek to restructure or refinance
our indebtedness. Any refinancing of our indebtedness could be at higher interest rates and may require us to comply with
more onerous covenants. Refinancings may not be successful and may not permit us to meet our scheduled debt service
obligations. In the absence of such cash flows and resources, we could face substantial liquidity problems and might be
required to sell material assets or operations to attempt to meet our debt service obligations. If we cannot meet our debt
service obligations, the holders of our indebtedness may accelerate such indebtedness and, to the extent such indebtedness
is secured, foreclose on our assets. In such an event, we may not have sufficient assets to repay all of our indebtedness.
Our business, and therefore our results of operations and financial condition, may be adversely affected by further
changes in the U.S.-based credit markets.
Although we are not currently experiencing any limitation of access to our Revolving Credit Facility and are not
aware of any issues impacting the ability or willingness of our lenders under such Revolving Credit Facility to honor their
commitments to extend us credit, the failure of a lender could adversely affect our ability to borrow on that Revolving
Credit Facility, which over time could negatively impact our ability to consummate acquisitions or make other capital
expenditures. Tightening conditions in the credit markets could adversely affect the availability and terms of future
borrowings or renewals or refinancing.
Credit ratings downgrades would increase our financing costs and could subject us to operational risk.
If we need to raise capital in the future (for example, in order to maintain adequate liquidity, fund maturing debt
obligations, or finance acquisitions or other initiatives), credit rating downgrades would increase our financing costs, and
could limit our access to financing sources. We would also face the risk of a credit rating downgrade if we do not retire or
refinance our debt to levels acceptable to the credit rating agencies in a timely manner. Real or anticipated changes in our
credit ratings will generally affect any trading market for, or trading value of, our securities. Such changes could result
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from any number of factors, including the modification by a credit rating agency of the criteria or methodology it applies to
particular issuers, a change in the agency ’ s view of us or our industry, or as a consequence of actions we take to implement
our corporate strategies. A change in our credit rating could also adversely impact our competitive position.
Our failure to raise additional capital or generate cash flows necessary to expand our operations and invest in new
technologies in the future could reduce our ability to compete successfully and harm our competitive position and
results of operations.
We may need to raise additional funds, and we may not be able to obtain additional debt or equity financing on
favorable terms or at all. If we raise additional equity financing, our security holders may experience significant dilution of
their ownership interests. If we raise additional debt financing, we may be required to accept terms that restrict our ability
to incur additional indebtedness, force us to maintain specified liquidity or other ratios or restrict our ability to pay
dividends or make acquisitions. If we need additional capital and cannot raise it on acceptable terms, or at all, we may not
be able to, among other things:
• develop and enhance our product offerings ;
• continue to expand our organization
• hire, train and retain employees;
• respond to competitive pressures or unanticipated working capital requirements; or
• pursue acquisition opportunities.
The agreements governing our debt, including the Senior Secured Notes, contain various covenants that impose
restrictions on us that may affect our ability to operate our business and to make payments on the Senior Secured Notes.
The indentures that govern the Senior Secured Notes and the Credit Agreement that governs our Term Loan and
Revolving Credit Agreement impose, and future financing agreements may impose, operating and financial restrictions on
our activities. In particular, the agreements limit or prohibit our ability to, among other things:
• incur additional debt and guarantees;
• pay distributions or dividends and repurchase stock;
• make other restricted payments, including, without limitation, certain restricted investments and certain
repayments of other debt;
• change the composition of our business;
• create liens;
• enter into agreements that restrict dividends from subsidiaries;
• issue certain types of equity which have debt-like features
• engage in transactions with affiliates; and
• enter into mergers, consolidations or sales of substantially all of our assets.
The Credit Agreement also requires us to comply with a leverage-based financial maintenance covenant
applicable when our borrowings under the Revolving Credit Facility exceed 35% of the corresponding commitments from
lenders. These restrictions on our ability to operate our business could seriously harm our business by, among other things,
limiting our ability to take advantage of financing, merger and acquisition and other corporate opportunities.
Further, various risks, uncertainties and events beyond our control could affect our ability to comply with these
covenants. Failure to comply with any of the covenants in our existing or future financing agreements could result in a
default under those agreements and under other agreements containing cross-default or cross-acceleration provisions. Such
a default would permit lenders to accelerate the maturity of the debt under these agreements and to foreclose upon any
collateral securing the debt. Under these circumstances, we might not have sufficient funds or other resources to satisfy all
of our obligations. In addition, the limitations imposed by financing agreements on our ability to incur additional debt and
to take other actions might significantly impair our ability to obtain other financing. We cannot assure you that we will be
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granted waivers or amendments to these agreements if for any reason we are unable to comply with these agreements or
that we will be able to refinance our debt on terms acceptable to us or at all. The occurrence of a default that remains
uncured or the inability to secure a necessary consent or waiver could cause our obligations with respect to our debt to be
accelerated and have a material adverse effect on our financial condition and results of operations.
Risks Related to Our Organizational Structure
We are a holding company and our sole material asset is our ownership of LLC Common Units of the LLC, and,
accordingly, we depend on distributions from the LLC to pay our taxes, satisfy our obligations under the Tax Receivable
Agreement, pay our expenses, and declare and pay dividends. The LLC’s ability to make such distributions may be
subject to various limitations and restrictions.
We are a holding company and have no material assets other than our ownership of LLC Common Units of the
LLC. As such, we have no independent means of generating revenue or cash flow, and our ability to pay our taxes, satisfy
our obligations under the Tax Receivable Agreement and pay operating expenses or declare and pay dividends in the future
depends on the financial results and cash flows of the LLC and its subsidiaries and distributions we receive from the LLC.
There can be no assurance that the LLC and its subsidiaries will generate sufficient cash flow to distribute funds to us in the
future or that applicable state law and contractual restrictions, including negative covenants in debt instruments of the LLC
and its subsidiaries, will permit such distributions.
The LLC is treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to any
entity-level U.S. federal income tax. Instead, for U.S. federal income tax purposes, taxable income of the LLC is allocated
to the LLC Unitholders, including us. Accordingly, we incur income taxes on our distributive share of any net taxable
income of the LLC. Under the terms of the LLC Operating Agreement, the LLC is obligated to make tax distributions to
the LLC Unitholders, including us. In addition to tax and dividend payments, we also incur expenses related to our
operations, including obligations to make payments under the Tax Receivable Agreement. Due to the uncertainty of various
factors, we cannot precisely quantify the likely tax benefits we may realize as a result of the restructuring transactions
associated with our IPO, and the resulting amounts we are likely to pay out to current and certain former LLC Unitholders
pursuant to the Tax Receivable Agreement; however, as of December 31, 2024, the Company has recorded Tax Receivable
Agreement liabilities on the Consolidated Balance Sheets for the amount of $436.3 million associated with the payments to
be made to current and certain former LLC Unitholders subject to the Tax Receivable Agreement. Under the LLC
Operating Agreement, tax distributions shall be made on a pro rata basis among the LLC Unitholders and will be calculated
without regard to any applicable basis adjustment from which we may benefit under Section 743(b) of the U.S. Internal
Revenue Code of 1986, as amended (the “Code”).
We intend to cause the LLC to make cash distributions to the owners of LLC Common Units in amounts
sufficient to (1) fund all or part of their tax obligations in respect of taxable income allocated to them and (2) cover our
operating expenses, including payments under the Tax Receivable Agreement.
However, the LLC’s ability to make such distributions may be subject to various limitations and restrictions,
such as restrictions on distributions that would violate either any contract or agreement to which the LLC or its subsidiaries
is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering the LLC or its
subsidiaries insolvent. For instance, the Credit Agreement and the indentures which govern the Senior Secured Notes
restrict certain of our subsidiaries’ ability to pay dividends to us, subject to certain exceptions, including if such
distributions meet certain requirements such as caps on amounts, pro forma leverage ratios and absence of defaults
applicable to certain types of distributions, among others. If we do not have sufficient funds to pay tax or other liabilities or
to fund our operations, we may have to borrow funds, which could materially adversely affect our liquidity and financial
condition and subject us to various restrictions imposed by any such lenders. To the extent that we are unable to make
payments under the Tax Receivable Agreement, such payments generally will be deferred and will accrue interest until
paid. Nonpayment for a specified period, however, may constitute a breach of a material obligation under the Tax
Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement, unless, generally, such
nonpayment is due to a lack of sufficient funds.
The Ryan Parties control us and their interests may conflict with or differ from the interests of our stockholders.
Each LLC Unitholder, other than the Company, has an equivalent number of shares of our Class B common
stock which are entitled to 10 votes per share. As of December 31, 2024, the Ryan Parties owned 82% of the shares of our
outstanding Class B common stock, thereby giving the Ryan Parties the ability to control the outcome of matters requiring
the approval of our stockholders, including the election of directors and significant corporate transactions, such as a merger
or other sale of our company or its assets. Even if the Ryan Parties own significantly less than a majority of the shares of
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our outstanding Class A and Class B common stock, they will still have the ability to control the outcome of matters
requiring the approval of our stockholders. Because the Ryan Parties hold most of their economic ownership interest in our
business through the LLC, rather than through the public company, the Ryan Parties may have conflicting interests with
holders of shares of our Class A common stock. For example, the Ryan Parties may have different tax positions from us
which could influence their decisions regarding whether and when to dispose of assets and whether and when to incur new
or refinance existing indebtedness, especially in light of the existence of the Tax Receivable Agreement. In addition, the
structuring of future transactions may take into consideration these tax considerations or other considerations even where
no similar benefit would accrue to us.
Conflicts of interest could arise between our stockholders and the LLC Unitholders, which may impede business
decisions that could benefit our stockholders.
The LLC Unitholders, other than the Company, have the right to consent to certain amendments to the LLC
Operating Agreements, as well as to certain other matters. The LLC Unitholders may exercise these voting rights in a
manner that conflicts with the interests of our stockholders. Circumstances may arise in the future when the interests of the
LLC Unitholders conflict with the interests of our stockholders. As we control the LLC, we have certain obligations to the
LLC Unitholders that may conflict with fiduciary duties our officers and directors owe to our stockholders. These conflicts
may result in decisions that are not in the best interests of stockholders.
The Tax Receivable Agreement requires us to make cash payments to the current and certain former LLC Unitholders
in respect of certain tax benefits to which we may become entitled, and we expect that the payments we will be required
to make may be substantial.
In connection with the consummation of our IPO, we entered into a Tax Receivable Agreement with the current
and certain former LLC Unitholders. Pursuant to the Tax Receivable Agreement, we may be required to make cash
payments to the current and certain former LLC Unitholders, collectively, equal to 85% of the tax benefits, if any, that we
actually realize, or, in some circumstances, are deemed to realize, as a result of (i) certain increases in the tax basis of assets
of the LLC and its subsidiaries resulting from purchases or exchanges of LLC Common Units, (ii) certain tax attributes of
the LLC and subsidiaries of the LLC that existed prior to the IPO, (iii) certain favorable “remedial” partnership tax
allocations to which we become entitled (if any), and (iv) certain other tax benefits related to our entering into the Tax
Receivable Agreement, including tax benefits attributable to payments that we make under the Tax Receivable Agreement.
Due to the uncertainty of various factors, we cannot precisely quantify the likely tax benefits we will realize as a result of
the LLC Common Unit exchanges and the resulting amounts we are likely to pay out to the current or certain former LLC
Unitholders, collectively, pursuant to the Tax Receivable Agreement; however, as of December 31, 2024, the Company has
recorded Tax Receivable Agreement liabilities on the Consolidated Balance Sheets for the amount of $436.3 million
associated with the payments to be made to current and certain former LLC Unit holders subject to the TRA. Payments
under the Tax Receivable Agreement will be based on the tax reporting positions that we determine, which tax reporting
positions will be based on the advice of our tax advisors. Any payments made by us to the current and certain former LLC
Unitholders under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have
otherwise been available to us. Furthermore, our future obligation to make payments under the Tax Receivable Agreement
could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of
the tax benefits that may be deemed realized under the Tax Receivable Agreement. The payments under the Tax
Receivable Agreement are also not conditioned upon the LLC Unitholders maintaining a continued ownership interest in
the LLC.
The actual amount and timing of any payments under the Tax Receivable Agreement will vary depending upon
a number of factors, including the timing of any future exchanges, the price of shares of our Class A common stock at the
time of any future exchanges, the extent to which such exchanges are taxable, the amount and timing of our income and
applicable tax rates.
The amounts that we may be required to pay to the current and certain former LLC Unitholders under the Tax
Receivable Agreement may be accelerated in certain circumstances and may also significantly exceed the actual tax
benefits that we ultimately realize.
The Tax Receivable Agreement provides that if (i) certain mergers, asset sales, other forms of business
combination or other changes of control were to occur or (ii) we breach any of our material obligations under the Tax
Receivable Agreement, then the Tax Receivable Agreement will terminate and our obligations, or our successor’s
obligations, to make payments under the Tax Receivable Agreement would accelerate and become immediately due and
payable. The amount due and payable in that circumstance is based on certain assumptions, including an assumption that
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we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax
Receivable Agreement. We may need to incur debt to finance payments under the Tax Receivable Agreement to the extent
our cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result of timing
discrepancies or otherwise.
As a result of a change in control or a material breach of the Tax Receivable Agreement, (i) we could be
required to make cash payments to the current and certain former LLC Unitholders that are greater than the specified
percentage of the actual benefits we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable
Agreement and (ii) we would be required to make an immediate cash payment equal to the anticipated future tax benefits
that are the subject of the Tax Receivable Agreement discounted in accordance with the Tax Receivable Agreement, which
payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. In these
situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity
and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business
combination, or other changes of control. There can be no assurance that we will be able to finance our obligations under
the Tax Receivable Agreement.
Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the current and
certain former LLC Unitholders that do not benefit the other common stockholders to the same extent as they will
benefit the current and certain former LLC Unitholders.
Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the current
and certain former LLC Unitholders that do not benefit the holders of our common stock to the same extent. We have
entered into a Tax Receivable Agreement with the current and certain former LLC Unitholders, which provides for the
payment by us to the current and certain former LLC Unitholders, collectively, of 85% of the amount of tax benefits, if
any, that we actually realize, or in some circumstances are deemed to realize, as a result of the Tax Attributes. Due to the
uncertainty of various factors, we cannot precisely quantify the likely tax benefits we will realize as a result of future
purchases of LLC Common Units and LLC Common Unit exchanges and the resulting amounts we are likely to pay out to
the current and certain former LLC Unitholders pursuant to the Tax Receivable Agreement. Although we will retain 15%
of the amount of such tax benefits that are actually realized, this and other aspects of our organizational structure may
adversely impact the future trading market for the Class A common stock.
We may not be able to realize all or a portion of the tax benefits that are currently expected to result from the Tax
Attributes covered by the Tax Receivable Agreement and from payments made under the Tax Receivable Agreement.
Our ability to realize the tax benefits that we currently expect to be available as a result of the Tax Attributes,
the payments made pursuant to the Tax Receivable Agreement, and the interest deductions imputed under the Tax
Receivable Agreement all depend on a number of assumptions, including that we earn sufficient taxable income each year
during the period over which such deductions are available and that there are no adverse changes in applicable law or
regulations. Additionally, if our actual taxable income were insufficient or there were additional adverse changes in
applicable law or regulations, we may be unable to realize all or a portion of the expected tax benefits and our cash flows
and stockholders’ equity could be negatively affected.
We will not be reimbursed for any payments made to the beneficiaries under the Tax Receivable Agreement in the event
that any purported tax benefits are subsequently disallowed by the IRS.
If the IRS or a state or local taxing authority challenges the tax basis adjustments and/or deductions that give
rise to payments under the Tax Receivable Agreement and the tax basis adjustments and/or deductions are subsequently
disallowed, the recipients of payments under the agreement will not reimburse us for any payments we previously made to
them. Any such disallowance would be taken into account in determining future payments under the Tax Receivable
Agreement and may, therefore, reduce the amount of any such future payments. Nevertheless, if the claimed tax benefits
from the tax basis adjustments and/or deductions are disallowed, our payments under the Tax Receivable Agreement could
exceed our actual tax savings, and we will not be able to recoup payments under the Tax Receivable Agreement that were
calculated on the assumption that the disallowed tax savings were available.
In certain circumstances, the LLC will be required to make distributions to the LLC Unitholders and the distributions
may be substantial.
The LLC is treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to U.S.
federal income tax. Instead, taxable income is allocated to its members. The LLC is obligated to make tax distributions
quarterly to the LLC Unitholders (including us), in each case on a pro rata basis based on the LLC’s net taxable income and
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without regard to any applicable basis adjustment under Section 743(b) of the Code and based on an assumed tax rate.
Funds used by the LLC to satisfy its tax distribution obligations will not be available for reinvestment in our business.
Moreover, these tax distributions may be substantial, and will likely exceed (as a percentage of the LLC’s income) the
overall effective tax rate applicable to a similarly situated corporate taxpayer. As a result, it is possible that we will receive
distributions significantly in excess of our tax liabilities and obligations to make payments under the Tax Receivable
Agreement. While our Board has approved the distribution of such cash balances as dividends on our Class A common
stock, it is not be required to do so, and may in its sole discretion choose to use such excess cash for other purposes
depending upon the facts and circumstances at the time of determination.
Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax
returns could adversely affect our operating results and financial condition.
We are subject to income taxes in the United States, and our tax liabilities are subject to the allocation of
expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a
number of factors, including:
• changes in the valuation of our deferred tax assets and liabilities;
• expected timing and amount of the release of any tax valuation allowances;
• expiration of, or detrimental changes in, research and development tax credit laws; or
• changes in tax laws, regulations or interpretations thereof.
In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal and
state authorities. Outcomes from these audits could have an adverse effect on our operating results and financial condition.
If we were deemed to be an investment company under the Investment Company Act of 1940, as amended (the “1940
Act”), applicable restrictions could make it impractical for us to continue our business as contemplated and could have
a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.
Interests in the LLC could be deemed to be “investment securities” under the 1940 Act. We conduct our
operations in a manner such that we believe we will not be deemed to be an investment company. However, if we were
deemed to be an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure
and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and
could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.
Risks Related to Our Class A Common Stock
The dual-class structure of our common stock has the effect of concentrating voting control with the Ryan Parties,
which includes our founder and Executive Chairman, which limits your ability to influence the outcome of important
transactions, including a change in control, and the Ryan Parties interests’ may conflict with ours or yours in the
future.
Our Class B common stock has 10 votes per share, and our Class A common stock has one vote per share. As of
December 31, 2024, the Ryan Parties, which include our founder and Executive Chairman, control approximately 76% of
the voting power of our outstanding capital stock, which means that, based on their percentage voting power the Ryan
Parties control the vote of all matters submitted to a vote of our stockholders. This control enables the Ryan Parties to
control the election of the members of the Board and all other corporate decisions. Even when the Ryan Parties cease to
control a majority of the total voting power, for so long as the Ryan Parties continue to own a significant percentage of our
common stock, the Ryan Parties will still be able to significantly influence the composition of our Board and the approval
of actions requiring stockholder approval as set forth in a Director Nomination Agreement. Accordingly, for such period of
time, the Ryan Parties will have significant influence with respect to our management, business plans and policies,
including the appointment and removal of our officers, decisions on whether to raise future capital and amending our
charter and bylaws, which govern the rights attached to our common stock. In particular, for so long as the Ryan Parties
continue to own a significant percentage of our common stock, the Ryan Parties will be able to cause or prevent a change
of control of us or a change in the composition of our Board and could preclude any unsolicited attempt to acquire us. The
concentration of ownership could deprive you of an opportunity to receive a premium for your shares of Class A common
stock as part of a sale of the Company and ultimately might affect the market price of our Class A common stock.
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In addition, we entered into a Director Nomination Agreement with the Ryan Parties and one of our pre-IPO
significant equity holders that provides the Ryan Parties the right to designate (in each instance, rounded up to the nearest
whole number if necessary): (i) all of the nominees for election to our Board for so long as the Ryan Parties control, in the
aggregate, 50% or more of the total number of shares of our common stock beneficially owned by the Ryan Parties upon
completion of our IPO, as adjusted for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or
similar changes in our capitalization (the “ Original Amount ”); (ii) 50% of the nominees for election to our Board for so
long as the Ryan Parties control, in the aggregate, more than 40%, but less than 50% of the Original Amount; (iii) 40% of
the nominees for election to our Board for so long as the Ryan Parties control, in the aggregate, more than 30%, but less
than 40% of the Original Amount; (iv) 30% of the nominees for election to our Board for so long as the Ryan Parties
control, in the aggregate, more than 20%, but less than 30% of the Original Amount; and (v) 20% of the nominees for
election to our Board for so long as the Ryan Parties control, in the aggregate, more than 10%, but less than 20% of the
Original Amount, which could result in representation on our Board that is disproportionate to the Ryan Parties’ beneficial
ownership. Upon the death or disability of Patrick G. Ryan, or at such time that he is longer on the Board or actively
involved in the operations of the Company, the Ryan Parties will no longer hold the nomination rights specified in (i)
through (v); however, the Ryan Parties will have the right to designate one nominee for so long as the Ryan Parties control,
in the aggregate, 10% or more of the Original Amount. In addition, for so long as the Ryan Parties hold the nomination
rights specified in (i) through (v), the Ryan Parties have the right to nominate the chairman of the Board. The Director
Nomination Agreement also provides that the Ryan Parties may assign such rights to an affiliate. The Director Nomination
Agreement prohibits us from increasing or decreasing the size of our Board without the prior written consent of the Ryan
Parties.
The Ryan Parties and their affiliates engage in a broad spectrum of activities, including investments in our
industry generally. In the ordinary course of their business activities, the Ryan Parties and their affiliates may engage in
activities where their interests conflict with our interests or those of our other stockholders, such as investing in or advising
businesses that directly or indirectly compete with certain portions of our business or are suppliers or clients of ours. Our
certificate of incorporation provides that none of the Ryan Parties, any of their affiliates or any director who is not
employed by us or our affiliates will have any duty to refrain from engaging, directly or indirectly, in the same business
activities or similar business activities or lines of business in which we operate. The Ryan Parties also may pursue
acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may
not be available to us. In addition, the Ryan Parties may have an interest in pursuing acquisitions, divestitures and other
transactions that, in their judgment, respectively, could enhance their investment, respectively, even though such
transactions might involve risks to you or may not prove beneficial.
Future transfers by the holders of LLC Common Units (who own an equal number of 10 votes per share Class B
common stock related thereto) will generally result in those shares converting into shares of Class A common stock and the
cancellation of the related Class B common stock, subject to limited exceptions, such as certain transfers effected for estate
planning or charitable purposes. For a description of the dual-class structure, see Exhibit 4.4 to this Annual Report.
Provisions of our corporate governance documents could make an acquisition of us more difficult and may prevent
attempts by our stockholders to replace or remove our current management, even if beneficial to our stockholders.
Our certificate of incorporation and bylaws and the Delaware General Corporation Law (the “DGCL”) contain
provisions that could make it more difficult for a third-party to acquire us, even if doing so might be beneficial to our
stockholders. Among other things:
• our dual-class common stock structure provides our holders of Class B common stock with the ability to
control the outcome of matters requiring stockholder approval;
• these provisions allow us to authorize the issuance of undesignated preferred stock, the terms of which may
be established and the shares of which may be issued without stockholder approval, and which may include
supermajority voting, special approval, dividend, or other rights or preferences superior to the rights of
stockholders;
• these provisions provide for a classified board of directors with staggered three-year terms;
• these provisions provide that, at any time when the Ryan Parties control, in the aggregate, less than 40% in
voting power of our stock entitled to vote generally in the election of directors, directors may only be
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removed for cause, and only by the affirmative vote of holders of at least 66 2/3% in voting power of all the
then-outstanding shares of our stock entitled to vote thereon, voting together as a single class;
• these provisions prohibit stockholder action by consent in lieu of a meeting from and after the date on
which the Ryan Parties control, in the aggregate, less than 40% of the voting power of our stock entitled to
vote generally in the election of directors;
• these provisions provide that for as long as the Ryan Parties control, in the aggregate, less than 40% in
voting power of all outstanding shares of our stock entitled to vote generally in the election of directors,
any amendment, alteration, rescission or repeal of our bylaws or certain provisions of our certificate of
incorporation by our stockholders requires the affirmative vote of the holders of at least 66 2/3% in voting
power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single
class; and
• these provisions establish advance notice requirements for nominations for elections to our Board or for
proposing matters that can be acted upon by stockholders at stockholder meetings; provided, however, at
any time when the Ryan Parties control, in the aggregate, at least 10% ownership of the outstanding Class
B common stock, in the aggregate, such advance notice procedure does not apply to the Ryan Parties.
We have opted out of Section 203 of the DGCL, which generally prohibits a Delaware corporation from
engaging in any of a broad range of business combinations with any interested stockholder for a period of three years
following the date on which the stockholder became an interested stockholder. However, our certificate of incorporation
contains a provision that provides us with protections similar to Section 203, and prevents us from engaging in a business
combination with a person (excluding the Ryan Parties and any of their direct or indirect transferees and any group as to
which such persons are a party) who acquires at least 15% of our common stock for a period of three years from the date
such person acquired such common stock, unless board or stockholder approval is obtained prior to the acquisition. These
provisions could discourage, delay or prevent a transaction involving a change in control of our company. These provisions
could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your
choosing and cause us to take other corporate actions you desire, including actions that you may deem advantageous, or
negatively affect the trading price of our Class A common stock. In addition, because our Board is responsible for
appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to
replace current members of our management team.
These and other provisions in our certificate of incorporation, bylaws and Delaware law could make it more
difficult for stockholders or potential acquirers to obtain control of our Board or initiate actions that are opposed by our
then-current Board, including actions to delay or impede a merger, tender offer or proxy contest involving our company.
The existence of these provisions could negatively affect the price of our Class A common stock and limit opportunities for
you to realize value in a corporate transaction.
For information regarding these and other provisions, see Exhibit 4.4 to this Annual Report.
Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum for
certain litigation that may be initiated by our stockholders and the federal district courts of the United States as the
exclusive forum for litigation arising under the Securities Act, which could limit our stockholders’ ability to obtain a
favorable judicial forum for disputes with us.
Pursuant to our certificate of incorporation, unless we consent in writing to the selection of an alternative forum,
the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the United States
District Court for the District of Delaware) will, to the fullest extent permitted by law, be the sole and exclusive forum for
(i) any derivative action or proceeding brought on behalf of us, (ii) any action asserting a claim of breach of a fiduciary
duty owed by, or other wrongdoing by, any current or former director, officer, employee or agent of ours owed to us or our
stockholders, or a claim of aiding and abetting any such breach of fiduciary duty, (iii) any action asserting a claim against
the Company or any director, officer, employee or agent of ours arising pursuant to any provision of the DGCL, the
certificate of incorporation or the bylaws (as either may be amended, restated, modified, supplemented or waived from time
to time) (iv) any action to interpret, apply, enforce or determine the validity of the certificate of incorporation or the bylaws
(as either may be amended), (v) any action asserting a claim against the us or any director, officer, employee or agent of
ours that is governed by the internal affairs doctrine or (vi) any action asserting an “internal corporate claim” as that term is
defined in Section 115 of the DGCL. This provision would not apply to any action or proceeding asserting a claim under
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the Securities Act or the Exchange Act for which the federal courts have exclusive jurisdiction or any other claim for which
the federal courts have exclusive jurisdiction. Furthermore, our certificate of incorporation also provides that, unless we
consent in writing to the selection of an alternative forum, the federal district courts of the United States will be the sole
and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933,
against us or any director, officer, employee or agent of ours. However, Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce a duty or liability created by the Securities Act or
the rules and regulations thereunder; accordingly, we cannot be certain that a court would enforce such provision. Our
certificate of incorporation further provides that any person or entity purchasing or otherwise acquiring any interest in
shares of our capital stock is deemed to have notice of and consented to the provisions of our certificate of incorporation
described above; however, our stockholders will not be deemed to have waived our compliance with the federal securities
laws and the rules and regulations thereunder. The forum selection provisions in our certificate of incorporation may have
the effect of discouraging lawsuits against us or our directors and officers and may limit our stockholders’ ability to obtain
a favorable judicial forum for disputes with us. If the enforceability of our forum selection provision were to be challenged,
we may incur additional costs associated with resolving such a challenge. While we currently have no basis to expect any
such challenge would be successful, if a court were to find our forum selection provision to be inapplicable or
unenforceable, we may incur additional costs associated with having to litigate in other jurisdictions, which could have an
adverse effect on our business, financial condition and results of operations and result in a diversion of the time and
resources of our employees, management and Board.
Future sales, or the possibility of future sales, of a substantial number of our shares of Class A common stock could
adversely affect the price of our shares of Class A common stock.
Future sales of a substantial number of our shares of Class A common stock, or the perception that such sales
will occur, could cause a decline in the market price of our shares of Class A common stock. As of December 31, 2024, a
significant number of Class A common stock (or LLC Common Units exchangeable for Class A common stock) were held
by certain of our pre-IPO equity holders which are not otherwise, or are no longer, subject to either vesting or other sales
restrictions imposed by the Company. If these stockholders sell substantial amounts of shares of Class A common stock in
the public market (including any shares of Class A common stock issued upon the exchange of LLC Common Units), or
the market perceives that such sales may occur, the market price of our shares of Class A common stock could be adversely
affected. We have also entered into the registration rights agreement pursuant to which we have agreed under certain
circumstances to file a registration statement to register the resale of shares of our Class A commons stock held by the
Ryan Parties, as well as to cooperate in certain public offerings of such shares. We have also filed registration statements to
register all shares of Class A common stock and other equity securities that we have issued, or may issue, under the
Omnibus Incentive Plan and Employee Stock Purchase Plan. These shares of Class A common stock may be freely sold in
the public market upon issuance, subject to vesting and certain limitations imposed by us and as applicable to affiliates. If a
large number of our shares of Class A common stock are sold in the public market, the sales could reduce the trading price
of shares of Class A common stock.
There can be no assurance that we will declare additional cash dividends.
On February 27, 2024, we announced our first cash dividend and have paid a dividend every quarter since then.
The payment of any cash dividends in the future is subject to continued capital availability, market conditions, applicable
laws and agreements, and our Board continuing to determine that the declaration of dividends are in the best interests of
our stockholders. The declaration and payment of any dividend may be discontinued or reduced at any time, and there can
be no assurance that we will declare additional cash dividends in the future in any particular amounts, or at all.
We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or
could otherwise adversely affect holders of our Class A common stock, which could depress the price of our Class A
common stock.
Our certificate of incorporation authorizes us to issue one or more series of preferred stock. Our Board has the
authority to determine the preferences, limitations and relative rights of the shares of preferred stock and to fix the number
of shares constituting any series and the designation of such series, without any further vote or action by our stockholders.
Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our Class A
common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids
for our Class A common stock at a premium to the market price, and materially adversely affect the market price and the
voting and other rights of the holders of our Class A common stock.
47
Our operating results and stock price may be volatile.
Our quarterly operating results are likely to fluctuate in the future. In addition, securities markets worldwide
have experienced, and are likely to continue to experience, significant price and volume fluctuations. Our operating results
and the trading price of our Class A common stock may fluctuate in response to various factors, including:
• market conditions in our industry or the broader stock market;
• actual or anticipated fluctuations in our quarterly financial and operating results;
• introduction of new products or services by us or our competitors;
• issuance of new or changed securities analysts’ reports or recommendations;
• sales, or anticipated sales, of large blocks of our stock;
• additions or departures of key personnel;
• regulatory or political developments;
• litigation and governmental investigations;
• changing economic conditions (including inflationary pressures and any related interest rate volatility);
• investors’ perception of us;
• events beyond our control such as weather, war and health crises; and
• any default on our indebtedness.
These and other factors, many of which are beyond our control, may cause our operating results and the market
price and demand for our Class A common stock to fluctuate substantially. Fluctuations in our quarterly operating results
could limit or prevent investors from readily selling their shares of Class A common stock and may otherwise negatively
affect the market price and liquidity of our shares of Class A common stock. In addition, in the past, when the market price
of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the
company that issued the stock. If any of our shareholders brought a lawsuit against us, we could incur substantial costs
defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which
could significantly harm our profitability and reputation.
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ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
All companies that maintain sensitive or confidential data or utilize technology are subject to the threat of
unauthorized persons gaining unapproved access to systems or components of systems. In order to mitigate this threat to
our business, we take a comprehensive approach to cybersecurity risk management. We have devoted significant resources
to implement and maintain cybersecurity measures to meet regulatory requirements and the expectations of our clients,
trading partners, and other stakeholders. We intend to continue to evolve our cybersecurity defenses and strategy and to
make significant investments to maintain the security of our data and cybersecurity infrastructure.
We face a number of cybersecurity risks in connection with our business. As of the date of this report, we are
not aware of any cybersecurity incidents that materially impacted the Company in the last three years. Although such risks
have not materially affected us, including our business strategy, results of operations or financial condition to date, we
have, from time to time, experienced threats to and unauthorized persons gaining unapproved access to, including breaches
of, our data and systems, including insider threats and phishing attacks. For more information about the cybersecurity risks
we face, see “ Risk Factors – We rely on the efficient, uninterrupted, and secure operation of complex information
technology systems and networks to operate our business. Any significant system or network disruption due to a breach in
the security of our information technology systems could have a negative impact on our reputation, regulatory compliance
status, operations, sales, and operating results ” included elsewhere in this Annual Report
Risk Management and Strategy
Ryan Specialty’s processes for assessing, identifying, and managing material risks from cybersecurity threats is
integrated into our overall enterprise risk management program, which is overseen by the Audit Committee of the Board
(the “Audit Committee”). The Audit Committee is charged with reviewing our cybersecurity processes for assessing key
strategic, operational and compliance risks. The Audit Committee then provides updates on significant cybersecurity
matters to the Board periodically. We have established comprehensive cybersecurity policies, standards, processes,
practices, and controls to mitigate the risk of cyber threats, and we continually invest in prevention and detection
technology and employee training to enhance our cybersecurity posture. Our cybersecurity risk management program
leverages and strives to align with the U.S. National Institute of Standards and Technology Cybersecurity Framework,
which organizes cybersecurity risks into five categories: identify, protect, detect, respond, and recover.
Collaboration
Our cybersecurity risks are identified and addressed through a comprehensive, cross-functional approach. Key
security, risk, legal, compliance, IT, and business leaders meet regularly to develop strategies for preserving the
confidentiality, integrity, and availability of Company, employee, and third-party information provided to us; identifying,
preventing, and mitigating cybersecurity threats; and effectively responding to cybersecurity incidents. We maintain
controls and procedures that are designed to ensure prompt escalation of certain cybersecurity incidents so that decisions
regarding legal and regulatory compliance, public disclosure, and reporting of such incidents can be made by management
and presented to the Audit Committee and the Board, as necessary, in a timely manner.
Risk Assessment and Technical Safeguards
Our Information Security Steering Committee (the “Security Committee”), which is led by our Company’s
Chief Information Security Officer (“CISO”), meets quarterly to prioritize and align actions with business priorities,
manage issues, and respond to changes in regulatory requirements. At least annually, we conduct a cybersecurity risk
assessment that takes into account information from internal stakeholders, known security vulnerabilities, and information
from external sources (e.g., reported security incidents that have impacted other companies, industry trends, and
evaluations by third parties and consultants) and includes a tabletop exercise and external and internal penetration testing.
The results of the assessment are used to drive alignment on, and prioritization of, initiatives to enhance our preventive and
detective security controls, make recommendations to improve processes, and inform a broader enterprise-level risk
assessment that is presented to members of management, the Audit Committee, which is comprised solely of independent
directors, and the Board, when necessary. Throughout the year we do vulnerability testing. We regularly assess and deploy
technical safeguards designed to protect our information systems from cybersecurity threats. Such safeguards are regularly
evaluated and improved based on industry best practices, vulnerability assessments, cybersecurity threat intelligence, input
from consultants, and incident response experience.
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Monitoring and Incident Response Plan
Information Security risks are monitored by our security operations center team along with managed services
providing 24x7x365 monitoring and response. Ryan Specialty retains third-party resources with a leading cybersecurity
company for incident response when needed, including remediation. We apply lessons learned from our defense and
monitoring efforts to help manage and prevent future incidents. We have established a comprehensive incident response
plan that is regularly tested and evaluated to confirm its effectiveness. In the event our CISO determines a cybersecurity
incident needs to be escalated, she engages our critical escalation team who, with the assistance of third-party consultants,
will make the determination as to whether the incident is material and whether escalation to senior management, the Audit
Committee, and/or the Board is required.
Third-Party Risk Assessments
We conduct information security assessments before sharing or allowing the hosting of sensitive data in
computing environments managed by third parties, and our standard terms and conditions contain contractual provisions
requiring certain security protections and require those vendors and providers, that meet certain risk profiles, to meet
appropriate security requirements, controls, and responsibilities.
Education and Awareness
Our policies require each of our employees to contribute to our data security efforts. We regularly remind
employees of the importance of properly handling and protecting Company, employee, and third-party data, including
through annual privacy and security training to enhance employee awareness of how to recognize, detect, and respond to
cybersecurity threats. In addition to the annual training requirements, we regularly send employees mock phishing emails
to test their ability to assess incoming email threats.
For companies that we acquire, our integration efforts include, where appropriate, workable timelines for
alignment on information security, data privacy, cybersecurity and employee education.
Governance
Board Oversight
The Audit Committee oversees our overall enterprise risk assessment and risk management policies including
risks related to cybersecurity. The Board and Audit Committee set the tone at the top by providing oversight and
establishing expectations for the overall effectiveness and efficiency of the information security program. Each quarter, our
CISO provides a quarterly update to the Audit Committee about our cybersecurity program, including detection,
mitigation, and remediation of significant incidents, if any, that occurred during the quarter. Additionally, on an annual
basis, the CISO delivers reports to the Board and Audit Committee with an annual cybersecurity risk assessment that
includes information concerning the prevention, detection, mitigation, and remediation of cybersecurity incidents, if any,
including material security risks and information security vulnerabilities. The Audit Committee provides a quarterly
summary of all important issues to the full Board.
In addition, if warranted based on our response plan, cyber security incidents will be escalated to the attention
of the Audit Committee while such incidents are ongoing.
Management’s Role
Primary responsibility for assessing and managing our cybersecurity risks rests with our CISO , who reports to
our Executive Vice President, Operations, Technology & Data Analytics (“EVP OP”). Both are members of our Security
Committee, which is a governing body that drives alignment on security decisions across the Company . The Security
Committee includes management across the departments and functions of the organization to enable transparency and
alignment with the business’ strategic goals and objectives. The Security Committee responsible for managing and
implementing the Company’s cybersecurity programs has many years of valuable business experience managing risks and
developing and implementing cybersecurity policies and procedures. Our CISO has extensive experience in information
security, managing cybersecurity programs and cybersecurity risks, and has served in various roles in information
technology and information security for almost 30 years, including serving as the CISO at another large public company.
She holds an undergraduate degree in Information and Decision Sciences. Our EVP OP has extensive enterprise risk
management experience, developed over more than 25 years while holding senior leadership positions, including group
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CIO and divisional COO roles, at global brokerage and risk management firms, and serving clients as a management
consultant.  He holds an undergraduate degree in accounting.
ITEM 2. PROPERTIES
Our corporate headquarters are in Chicago, Illinois, where we currently lease just under 50,000 square feet of
office space under a leased space that incorporates our remote work flexibility into our post-pandemic operating model and
we will continue to look at all of our offices to maximize size and efficiency. We have additional office locations in 32
U.S. states as well as in the United Kingdom, Europe, Canada, India, and Singapore where, as of December 31, 2024, we
lease a total of approximately1,050,000 square feet. We believe that our facilities are adequate for our current needs.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we may be involved in various legal proceedings and subject to claims that arise in the
ordinary course of business. Although the results of litigation and claims are inherently unpredictable and uncertain, we are
not presently a party to any litigation the outcome of which, we believe, if determined adversely to us, would individually
or taken together have a material adverse effect on our business, operating results, cash flows or financial condition. For
further information, please see “ Note 16, Commitments and Contingencies ” in the footnotes to the consolidated financial
statements in this Annual Report.
ITEM 4. MINE SAFETY DISCLOSURE
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Our shares of Class A common stock, $0.001 par value per share, are traded on the New York Stock Exchange
under the trading symbol RYAN. Our Class B common stock is not listed nor traded on any stock exchange.
On February 17, 2025 we had approximately 149 stockholders of record of our Class A common stock and 76
stockholders of record of our Class B common stock.
Dividend Policy
Prior to 2024, we had never declared or paid any cash dividend on our Class A common stock. On February 27,
2024, our Board declared a one-time special cash dividend of $0.23 per share on our outstanding Class A common stock. In
addition, the Board initiated a regular quarterly dividend of $0.11 per share on our outstanding Class A common stock.
Both the special and regular quarterly dividend were paid on March 27, 2024.  The Board declared and we paid a regular
dividend of $0.11 in each subsequent quarter during 2024.  On February 20, 2025 , the Board declared a regular dividend of
$0.12 to be paid on March 18, 2025 to shareholders of record on March 4, 2025 .
We intend to pay the regular quarterly dividend of $0.12 per share of Class A common stock going forward.
The payment of future cash dividends is subject to future declaration by our Board, which will be based in part on
continued capital availability, market conditions, applicable laws and agreements, and our Board continuing to determine
that the declaration of dividends is in the best interests of our stockholders. Additionally, because we are a holding
company, our ability to pay dividends on our Class A common stock may be limited by restrictions on the ability of our
subsidiaries to pay dividends or make distributions to us. Any future determination to pay dividends will be at the
discretion of our Board, subject to compliance with covenants in current and future agreements governing our and our
subsidiaries’ indebtedness, including our Credit Agreement and the indenture which governs our Senior Secured Notes, and
will depend on our results of operations, financial condition, capital requirements, and other factors that our Board deems
relevant.
Under the terms of the LLC Operating Agreement, the LLC is obligated to make tax distributions to current and
future LLC Unitholders, including us, with such distributions to be made on a pro rata basis among the LLC Unitholders
based on the LLC’s net taxable income and without regard to any applicable basis adjustment under Section 743(b) of the
Code. These tax distributions may be substantial and will likely exceed (as a percentage of the LLC’s income) the overall
effective tax rate applicable to a similarly situated corporate taxpayer. As a result, it is possible that we will receive
distributions significantly in excess of our tax liabilities and obligations to make payments under the Tax Receivable
Agreement.
While the Board has chosen to initiate a regular $0.12 cash dividend per share of Class A common stock in the
first quarter of 2025, it is not required to do so and may in the future, in its sole discretion, choose to use such excess cash
for any other purpose depending upon the facts and circumstances at the time of determination.
Related Stockholder Matters and Securities Authorized for Issuance Under Equity Compensation Plans
We did not repurchase any of our equity securities during the fourth quarter of the fiscal year covered by this
report.
Information relating to the compensation plans under which equity securities of Ryan Specialty are authorized
for issuance is set forth under Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters” of this Annual Report and is incorporated herein by reference.
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Stock Performance Graph
The following graph illustrates the total return from July 22, 2021, the first trading date of our Class A common
stock after our IPO, through December 31, 2024 for (i) our Class A common stock, (ii) the Standard and Poor’s 500 Index,
and (iii) the Standard and Poor’s 500 Financials Sector Index, assuming an investment of $100 on July 22, 2021, including
the reinvestment of dividends:
4097
ITEM 6. [RESERVED]
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion and analysis summarizes the significant factors affecting the consolidated operating
results, financial condition, liquidity, and cash flows of the Company as of and for the periods presented below. The
following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and the
related notes included elsewhere in this Annual Report on Form 10-K. The discussion contains forward-looking statements
that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our
management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a
result of various factors, including those discussed below and in the sections entitled “Risk Factors” and “Information
Concerning Forward-Looking Statements”.
The following discussion provides commentary on the financial results derived from our audited financial
statements for the years ended December 31, 2024 , 2023 , and 2022 , prepared in accordance with U.S. GAAP. In addition,
we regularly review the following Non-GAAP measures when assessing performance: Organic revenue growth rate,
Adjusted compensation and benefits expense, Adjusted compensation and benefits expense ratio, Adjusted general and
administrative expense, Adjusted general and administrative expense ratio, Adjusted EBITDAC, Adjusted EBITDAC
margin, Adjusted net income, Adjusted net income margin, and Adjusted diluted earnings per share. See “Non-GAAP
Financial Measures and Key Performance Indicators” for further information.
Overview
Founded by Patrick G. Ryan in 2010, we are a service provider of specialty products and solutions for insurance
brokers, agents, and carriers. We provide distribution, underwriting, product development, administration, and risk
management services by acting as a wholesale broker and a managing underwriter or a program administrator with
delegated authority from insurance carriers. Our mission is to provide industry-leading innovative specialty insurance
solutions for insurance brokers, agents, and carriers.
For retail insurance agents and brokers, we assist in the placement of complex or otherwise hard-to-place risks.
For insurance carriers, we work with retail and wholesale insurance brokers to source, onboard, underwrite, and service
these same types of risks. A significant majority of the premiums we place are bound in the E&S market, which includes
Lloyd’s of London. There is often significantly more flexibility in terms, conditions, and rates in the E&S market relative
to the Admitted or “standard” insurance market. We believe that the additional freedom to craft bespoke terms and
conditions in the E&S market allows us to best meet the needs of our trading partners, provide unique solutions, and drive
innovation. We believe our success has been achieved by providing best-in-class intellectual capital, leveraging our trusted
and long-standing relationships and developing differentiated solutions at a scale unmatched by many of our competitors.
Significant Events and Transactions
Corporate Structure
We are a holding company and our sole material asset is a controlling equity interest in New LLC, which is also
a holding company and its sole material asset is a controlling equity interest in the LLC. The Company operates and
controls the business and affairs of, and consolidates the financial results of, the LLC through New LLC. We conduct our
business through the LLC. As the LLC is substantively the same as New LLC, for the purpose of this discussion, we will
refer to both New LLC and the LLC as 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. As a result of our ownership of LLC Common Units, we are subject to
U.S. federal, state, and local income taxes with respect to our allocable share of any taxable income of the LLC and are
taxed at the prevailing corporate tax rates. We intend to cause the LLC to make distributions in an amount sufficient to
allow us to pay our tax obligations and operating expenses, including distributions to fund any ordinary course payments
due under the Tax Receivable Agreement. See “ Liquidity and Capital Resources - Tax Receivable Agreement ” for
additional information about the TRA.
54
ACCELERATE 2025 Program
During the first quarter of 2023, we initiated the ACCELERATE 2025 program to enable continued growth,
drive innovation, and deliver sustainable productivity improvements over the long term. The program concluded in the
fourth quarter of 2024 and resulted in $108.1 million of cumulative one-time charges through December 31, 2024 , funded
through operating cash flow. Restructuring costs were primarily included in Compensation and benefits expense,
predominantly relating to third-party contractor and other workforce-related costs. The remaining costs were incurred
through General and administrative expense, relating to third-party professional services, lease and contract terminations
costs, and other expenses. As of December 31, 2024, we undertook actions that we expect to generate annual savings of
approximately $60 million in 2025. See “ Note 5 , Restructuring ” in the footnotes to the consolidated financial statements in
this Annual Report for further discussion.
For the year ended December 31, 2024 , we incurred restructuring costs of $59.7 million . Combined with
restructuring costs incurred during 2023, we have incurred restructuring costs of $108.1 million since the inception of this
restructuring plan in the first quarter of 2023. Of the cumulative $108.1 million in costs, $62.5 million was Compensation
and benefits expense with the remaining balance consisted of General and administrative expense. The final results of the
ACCELERATE 2025 program were in line with previously communicated expectations.
Acquisitions
On May 1, 2024 , the Company completed the acquisition of the MGU platform Castel Underwriting Agencies
Limited ( “ Castel ” ). Castel is headquartered in London, England, with additional offices and operations in the Netherlands,
Belgium, and Singapore.
On August 30, 2024 , the Company completed the acquisition of US Assure Insurance Services of Florida, Inc.
(“US Assure”), a program specializing in builder’s risk insurance headquartered in Jacksonville, Florida.
On September 1, 2024 , the Company completed the acquisition of certain assets of Greenhill Underwriting
Insurance Services, LLC (“Greenhill”), an MGU focused on the allied health industry headquartered in Houston, Texas.
On September 13, 2024 , the Company completed the acquisition of the Property and Casualty (“P&C”) MGUs
owned by Ethos Specialty Insurance, LLC (“Ethos P&C”). Ethos P&C is composed of eight programs which underwrite on
behalf of insurance carriers.
On October 1, 2024, the Company completed the acquisition of certain assets of EverSports & Entertainment
Insurance, Inc. (“EverSports”), an MGU focused on sports, leisure and entertainment risks based in Carmel, Indiana.
On October 2, 2024, the Company completed the acquisition of certain assets of Geo Underwriting Europe BV
(“Geo”), a financial lines MGA based in Rotterdam, Netherlands, with operations in Germany.
On November 4, 2024, the Company completed the acquisition of Innovisk Capital Partners (“Innovisk”), a
portfolio of seven specialty MGUs with a focus on environmental, transactional liability, US and international financial
lines, professional liability for lawyers, commercial auto liability, and UK professional indemnity and P&C. Innovisk is
headquartered in London, England, and also has offices in the United States and India.
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 based in Nashville,
Tennessee.
We believe these acquisitions complement our product capabilities, enhance our human capital, expand our
total addressable market, and provide us access to new markets in new geographies. See “ Note 4 , Mergers and
Acquisitions ” in the footnotes to the consolidated financial statements in this Annual Report for further discussion.
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Key Factors Affecting Our Performance
Our historical financial performance has been, and we expect our financial performance in the future to be,
driven by our ability to:
Pursue Strategic Acquisitions
We have successfully integrated businesses complementary to our own to increase both our distribution reach
and our product and service capabilities. We continuously evaluate acquisitions and intend to further pursue targeted
acquisitions that complement our product and service capabilities or provide us access to new markets. We have previously
made, and intend to continue to make, acquisitions with the objective of enhancing our human capital and product and
service capabilities, entering natural adjacencies, and expanding our geographic presence. Our ability to successfully
pursue strategic acquisitions is dependent upon a number of factors, including sustained execution of a disciplined and
selective acquisition strategy which requires acquisition targets to have a cultural and strategic fit, competition for these
assets, purchase price multiples that we deem appropriate and our ability to effectively integrate targeted companies or
assets and grow our business. We do not have agreements or commitments for any material acquisitions at this time.
Deepen and Broaden our Relationships with Retail Broker Trading Partners
We have deep engagement with our retail broker trading partners, and we believe we have the ability to transact
in even greater volume with nearly all of them. For example, in 2024, our revenue derived from the Top 100 firms (as
ranked by Business Insurance) expanded faster than our Organic revenue growth rate of 12.8%. Our ability to deepen and
broaden relationships with our retail broker trading partners and increase sales is dependent upon a number of factors,
including client satisfaction with our distribution reach and our product capabilities, retail brokers continuing to require or
desire our services, competition, pricing, economic conditions, and spending on our product offerings.
Build Our Delegated Authority Business
We believe there is substantial opportunity to continue to grow our Delegated Authority business, which
includes both our Binding Authority Specialty and Underwriting Management Specialty. We believe that both M&A
consolidation and panel consolidation are in nascent stages for Binding Authority. We believe that both M&A
consolidation and the use and reliance on scaled delegated Underwriting Management will continue to grow. Our ability to
grow this business is dependent upon a number of factors, including a continuing ability to secure sufficient capital support
from insurers, the quality of our services and product offerings, marketing and sales efforts to drive new business prospects
and execution, new product offerings, the pricing and quality of our competitors’ offerings, and the growth in demand for
the insurance products.
Invest in Operation and Growth
We have invested heavily in building a durable business that is able to adapt to the continuously evolving E&S
market and intend to continue to do so. We are focused on enhancing the breadth of our product and service offerings as
well as developing and launching new solutions to address the evolving needs of the specialty insurance industry and
markets. Our future success is dependent upon a number of factors, including our ability to successfully develop, market,
and sell existing and new products and services to both new and existing trading partners.
Generate Commission Regardless of the State of the E&S Market
We earn commissions, which are calculated as a percentage of the total insurance policy premium, and fees.
Changes in the insurance market or specialty lines that are our focus, characterized by a period of increasing (or declining)
premium rates, could positively (or negatively) impact our profitability.
Managing Changing Macroeconomic Conditions
Growth in certain lines of business, such as project-based construction and M&A transactional liability
insurance, is partially dependent on a variety of macroeconomic factors inasmuch as binding the underlying insurance
coverage is subject to the underlying activity occurring. In light of the recent geopolitical developments, we could
experience macroeconomic uncertainty and volatility that could lead to an unexpected impact to our business. In periods of
economic growth and liquid credit markets, this underlying activity can accelerate and provide tailwinds to our growth. In
periods of economic decline and tight credit markets, this underlying activity can slow or be delayed and provide
headwinds to our growth. We believe over the long term these lines of business will continue to grow.
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Leverage the Growth of the E&S Market
The growing relevance of the E&S market has been driven by the rapid emergence of large, complex, high-
hazard, and otherwise hard-to-place risks across many lines of insurance. This trend continued in 2024, with $110 billion of
insured catastrophe losses, driven by over $50 billion of insured losses related to severe convective storms ( “ SCS ” ) with 17
SCS events above $1 billion in losses, which together accounted for the second-highest annual total for insured losses on
record for SCS events. The year also included ice storms across the country and continued wildfire-related losses. In
addition to the SCS events, Hurricanes Helene and Milton caused over $35 billion in insured losses. Additionally, these
risks include the potential for more severe hurricanes that occur with greater frequency, more devastating wildfires, more
frequent flooding, escalating jury verdicts and social inflation, geographic shifts in population density, a proliferation of
cyber threats, novel health risks, risks associated with large sports and entertainment venues, building and labor cost
inflation relative to insured value, and the transformation of the economy to a “digital first” mode of doing business. We
believe that as the complexity of the E&S market continues to escalate, wholesale brokers and managing underwriters that
do not have sufficient scale, or the financial and intellectual capital to invest in the required specialty capabilities, will
struggle to compete effectively. This will further the trend of market share consolidation among the wholesale firms that do
have these capabilities. We will continue to invest in our intellectual capital to innovate and offer custom solutions and
products to better address these evolving market fundamentals.
Although we believe this growth will continue, we recognize that the growth of the E&S market might not be
linear as risks can and do shift between the E&S and non-E&S markets as market factors change and evolve. For example,
we benefited from a rapid increase in both the flow of property risks into the wholesale channel and the premium rate
charged for those risks in 2023 as the frequency and severity of catastrophe losses, attritional losses, and losses from
secondary perils such as severe convective storms, economic inflation, concentration of exposures, higher retentions of
risk, and higher reinsurance costs applied pressure to insurers and capacity tightened. In the second half of 2024, the E&S
market experienced a shift in these trends as insurance capacity for these property risks increased, particularly at the end of
the year, which resulted in a decline in property premium rates. We believe these factors have also created opportunities for
retailers to place some of that coverage directly.
Components of Results of Operations
Revenue
Net Commissions and Fees
Net commissions and fees are derived primarily from our three Specialties and are paid for our role as an
intermediary in facilitating the placement of coverage for our retail and wholesale broker clients in the insurance
distribution chain. Net commissions and policy fees are generally calculated as a percentage of the total insurance policy
premium placed, although fees can often be a fixed amount irrespective of the premium, and we also receive supplemental
commissions based on the volume placed or profitability of a book of business. We share a portion of these net
commissions and policy fees with the retail insurance broker and recognize revenue on a net basis. Additionally, carriers
may also pay us a contingent commission or volume-based commission, both of which represent forms of contingent or
supplemental consideration associated with the placement of coverage and are based primarily on underwriting results, but
may also contain considerations for only volume, growth, and/or retention. Although we have compensation arrangements
called contingent commissions in all three Specialties that are based in whole or in part on the underwriting performance,
we do not take any direct insurance risk other than through our equity method investment in Geneva Re through Ryan
Investment Holdings, LLC. We also receive loss mitigation and other fees, some of which are not dependent on the
placement of a risk.
In our Wholesale Brokerage and Binding Authority Specialties, we generally work with retail insurance brokers
to secure insurance coverage for their clients, who are the ultimate insured party. Our Wholesale Brokerage and Binding
Authority Specialties generate revenues through commissions and fees from clients, as well as through supplemental
commissions, which may be contingent commissions or volume-based commissions from carriers. Commission rates and
fees vary depending upon several factors, which may include the amount of premium, the type of insurance coverage
provided, the particular services provided to a client or carrier, and the capacity in which we act. Payment terms are
consistent with current industry practice.
In our Underwriting Management Specialty, we utilize delegated underwriting authority granted to us by
carriers and generally work with retail and wholesale insurance brokers, including our own Wholesale Brokerage, to secure
57
insurance coverage for the ultimate insured party. Our Underwriting Management Specialty generates revenues through
commissions and fees from clients and through contingent commissions from carriers. Commission rates and fees vary
depending upon several factors including the premium, the type of coverage, and additional services provided to the client.
Payment terms are consistent with current industry practice.
Fiduciary Investment Income
Fiduciary investment income consists of interest earned on insurance premiums and surplus lines taxes that are
held in a fiduciary capacity, in cash and cash equivalents, until disbursed.
Expenses
Compensation and Benefits
Compensation and benefits is our largest expense. It consists of (i) salary, incentives and benefits to employees,
and commissions to our producers and (ii) equity-based compensation associated with the grants of awards to employees,
executive officers, and directors. We operate in competitive markets for human capital and we need to maintain
competitive compensation levels in order to maintain and grow our talent base.
General and Administrative
General and administrative expense includes travel and entertainment expenses, office expenses, accounting,
foreign exchange, legal, insurance and other professional fees, and other costs associated with our operations. Our
occupancy-related costs and professional services expenses, in particular, generally increase or decrease in relative
proportion to the number of our employees and the overall size and scale of our business operations.
Amortization
Amortization expense consists primarily of amortization related to intangible assets we acquired in connection
with our acquisitions. Intangible assets consist of customer relationships, trade names, and internally developed software.
Interest Expense, Net
Interest expense, net consists of interest payable on indebtedness, amortization of the Company’s interest rate
cap, imputed interest on contingent consideration, and amortization of deferred debt issuance costs, offset by interest
income on the Company’s Cash and cash equivalents balances and payments received in relation to the interest rate cap.
Other Non-Operating Loss
For the year ended December 31, 2024, Other non-operating loss included expense related to Term Loan
modifications and TRA contractual interest and related charges offset by income related to a decrease in our blended state
tax rates and foreign tax credit impact on the TRA remeasurement and sublease income. For the years ended December 31,
2023 and 2022, Other non-operating loss included charges related to the change in the TRA liability caused by a change in
our blended state tax rates.
Income Tax Expense
Income tax expense includes tax on the Company’s allocable share of any net taxable income from the LLC,
from certain state and local jurisdictions that impose taxes on partnerships, as well as earnings from our foreign
subsidiaries and C-Corporations subject to entity level taxation.
Non-Controlling Interest
Net income and Other comprehensive income (loss) are attributed to the non-controlling interests based on the
weighted-average LLC Common Units outstanding during the period and is presented on the Consolidated Statements of
Income. Refer to “ Note 10 , Stockholders’ Equity ” of the audited consolidated financial statements in this Annual Report for
more information.
58
Results of Operations
Below is a summary table of the financial results and Non-GAAP measures that we find relevant to our
business operations:
Year Ended December 31,
(in thousands, except percentages and per share data)
2024
2023
2022
Revenue
Net commissions and fees
$ 2,455,671
$ 2,026,596
$ 1,711,861
Fiduciary investment income
60,039
50,953
13,332
Total revenue
$ 2,515,710
$ 2,077,549
$ 1,725,193
Expenses
Compensation and benefits
1,591,077
1,321,029
1,128,981
General and administrative
352,050
276,181
196,971
Amortization
157,845
106,799
103,601
Depreciation
9,785
9,038
5,690
Change in contingent consideration
(22,859)
5,421
442
Total operating expenses
$ 2,087,898
$ 1,718,468
$ 1,435,685
Operating income
$ 427,812
$ 359,081
$ 289,508
Interest expense, net
158,448
119,507
104,829
Loss (income) from equity method investment in related party
(18,231)
(8,731)
414
Other non-operating loss
15,041
10,380
5,073
Income before income taxes
$ 272,554
$ 237,925
$ 179,192
Income tax expense
42,641
43,445
15,935
Net income
$ 229,913
$ 194,480
$ 163,257
GAAP financial measures
Revenue
$ 2,515,710
$ 2,077,549
$ 1,725,193
Compensation and benefits
1,591,077
1,321,029
1,128,981
General and administrative
352,050
276,181
196,971
Net income
229,913
194,480
163,257
Total revenue growth rate
21.1 %
20.4 %
20.4 %
Compensation and benefits expense ratio (1)
63.2 %
63.6 %
65.4 %
General and administrative expense ratio (2)
14.0 %
13.3 %
11.4 %
Net income margin (3)
9.1 %
9.4 %
9.5 %
Earnings per share (4)
$ 0.78
$ 0.53
$ 0.57
Diluted earnings per share (4)
$ 0.71
$ 0.52
$ 0.52
Non-GAAP financial measures*
Organic revenue growth rate
12.8 %
15.4 %
16.8 %
Adjusted compensation and benefits expense
$ 1,426,674
$ 1,222,342
$ 1,021,823
Adjusted compensation and benefits expense ratio
56.7 %
58.8 %
59.2 %
Adjusted general and administrative expense
$ 277,813
$ 230,467
$ 185,956
Adjusted general and administrative expense ratio
11.0 %
11.1 %
10.8 %
Adjusted EBITDAC
$ 811,223
$ 624,740
$ 517,414
Adjusted EBITDAC margin
32.2 %
30.1 %
30.0 %
Adjusted net income
$ 493,521
$ 375,582
$ 311,991
Adjusted net income margin
19.6 %
18.1 %
18.1 %
Adjusted diluted earnings per share
$ 1.79
$ 1.38
$ 1.15
(1) Compensation and benefits expense ratio is defined as Compensation and benefits expense divided by Total revenue.
(2) General and administrative expense ratio is defined as General and administrative expense divided by Total revenue.
59
(3) Net income margin is defined as Net income divided by Total revenue.
(4) See “ Note 12 , Earnings Per Share ” in the footnotes to the consolidated financial statements in this Annual Report for
further discussion of how these metrics are calculated.
* These measures are Non-GAAP. Please refer to the section entitled “Non-GAAP Financial Measures and Key
Performance Indicators” below for definitions and reconciliations to the most directly comparable GAAP measure.
Comparison of the Years Ended December 31, 2024 and 2023
Revenue
Total Revenue
Total revenue increased by $438.2 million , or 21.1% , from $2,077.5 million to $2,515.7 million , for the year
ended December 31, 2024 , as compared to the prior year. The following were the principal drivers of the increase:
• $252.2 million, or 12.1%, of the period-over-period change in Total revenue was due to
organic revenue growth in Net commissions and fees. Organic revenue growth represents
the change in Net commissions and fees revenue, as compared to the same period for the
year prior, adjusted for Net commissions and fees attributable to recent acquisitions during
the first twelve months of Ryan Specialty’s ownership, and other adjustments such as the
removal of the impact of contingent commissions and the impact of changes in foreign
exchange rates. In aggregate, our net commission rates were consistent period-over-period.
Also, we grew our client relationships, in aggregate, within each of our three Specialties.
The growth of these relationships is due to the combination of a growing E&S market and
winning new business from competitors. Growth for the year was balanced across our
property and casualty portfolios within our three Specialties, driven by an increase in the
flow of risks into the E&S market. This growth was partially offset by a number of factors,
none of which were individually significant such as (i) a continued decline throughout the
year in Net commissions and fees generated from the placement of public company D&O
insurance policies, related to a slow-down in IPO activity and an associated rapid premium
rate decrease and (ii) in the second half of 2024 a shift in property trends as capacity
become more readily available, which resulted in a decline in property premium rates. We
believe these factors have also created opportunities for retailers to place some of these
property risk coverages directly.
• $142.0 million, or 6.8%, of the period-over-period change in Total revenue was due to the
2023 and 2024 acquisitions related to our first twelve months of ownership;
• $34.9 million, or 1.7%, of the period-over-period change in Net commissions and fees was
due to changes in contingent commissions and the impact of foreign exchange rates on our
Net commissions and fees; and
• $9.1 million, or 0.5%, of the period-over-period change in Total revenue was due to an
increase in Fiduciary investment income, caused by a rise in fiduciary cash balances
compared to the prior year.
Year Ended December 31,
Period over Period
(in thousands, except
percentages)
2024
% of
total
2023
% of
total
Change
Wholesale Brokerage
$ 1,489,077
60.6 %
$ 1,319,056
65.1 %
$ 170,021
12.9 %
Binding Authority
320,379
13.0
275,961
13.6
44,418
16.1
Underwriting Management
646,215
26.3
431,579
21.3
214,636
49.7
Total Net commissions
and fees
$ 2,455,671
$ 2,026,596
$ 429,075
21.2 %
Wholesale Brokerage net commissions and fees increased by $170.0 million , or 12.9% , period-over-period,
primarily due to strong organic growth within the Specialty.
60
Binding Authority net commissions and fees increased by $44.4 million , or 16.1% , period-over-period,
primarily due to strong organic growth within the Specialty.
Underwriting Management net commissions and fees increased by $214.6 million , or 49.7% , period-over-
period, primarily due to strong organic growth within the Specialty as well a s contributions from the AccuRisk, Castel, US
Assure, Greenhill, Ethos P&C, EverSports, Geo, and Innovisk acquisitions.
The following table sets forth our revenue by type of commission and fees:
Year Ended December 31,
Period over Period
(in thousands, except
percentages)
2024
% of
total
2023
% of
total
Change
Net commissions and
policy fees
$ 2,310,384
94.1 %
$ 1,935,851
95.5 %
$ 374,533
19.3 %
Supplemental and
contingent commissions
88,842
3.6
56,375
2.8
32,467
57.6
Loss mitigation and other
fees
56,445
2.3
34,370
1.7
22,075
64.2
Total Net commissions
and fees
$ 2,455,671
$ 2,026,596
$ 429,075
21.2 %
Net commissions and policy fees grew $374.5 million , or 19.3% , period-over-period, slightly lower than the
overall net commissions and fee revenue growth of 21.2% for the year ended December 31, 2024 , compared to the prior
year. The main drivers of this growth continue to be the acquisition of new business and expansion of ongoing client
relationships in response to the increasing demand for new E&S products as well as the inflow of risks from the Admitted
market into the E&S market. In aggregate, we experienced stable commission rates period over period.
Supplemental and contingent commissions increased $32.5 million , or 57.6% , period-over-period driven by the
performance of risks placed on eligible business earning profit-based or volume-based commissions as well as profit
commissions recognized from acquisitions completed in 2024.
Loss mitigation and other fees grew $22.1 million , or 64.2% , period-over-period primarily due to increased
capital markets activity, additional captive management and other risk management services fees from the placement of
alternative risk insurance solutions as well as growth in certain fees related to the ACE, Point6, and AccuRisk acquisitions
completed in the second half of 2023.
Expenses
Compensation and Benefits
Compensation and benefits expense increased by $270.0 million , or 20.4% , from $1,321.0 million to
$1,591.1 million for the year ended December 31, 2024 , compared to the prior year. The following were the principal
drivers of this increase:
• Commissions increased $91.1 million, or 14.7%, period-over-period, driven by the 21.2%
increase in total Net commissions and fees discussed above;
• An increase of $29.3 million was driven by Acquisition related long-term incentive
compensation expense associated with recent acquisitions;
• An increase of $17.3 million was driven by Restructuring and related expense associated
with the ACCELERATE 2025 program;
• An increase of $11.2 million was driven by Acquisition-related expense associated with
recent acquisitions;
• A net increase of $9.3 million was driven by equity-based compensation, caused by an
increase of $21.0 million in normal course equity-based compensation expense offset by a
decrease of $11.7 million of IPO related expenses; and
61
• An increase of $111.8 million was driven by (i) the addition of 938 employees compared to
the prior year, inclusive of acquired employees, and (ii) growth in the business. Overall
headcount increased to 5,295 full-time employees as of December 31, 2024 , from 4,357 as
of December 31, 2023 .
The net impact of revenue growth and the factors above resulted in a Compensation and benefits expense ratio
decrease of 0.4% from 63.6% to 63.2% period-over-period.
In general, we expect to continue experiencing a rise in commissions, salaries, incentives, and benefits expense
commensurate with our expected growth in business volume, revenue, and headcount.
General and Administrative
General and administrative expense increased by $75.9 million , or 27.5% , from $276.2 million to
$352.1 million for the year ended December 31, 2024 , as compared to 2023 . The following were the principal drivers of
this increase:
• $47.4 million was driven by growth in the business. Expenses incurred to accommodate
both organic and inorganic revenue growth include IT, travel and entertainment, occupancy,
and insurance;
• $35.4 million of increased Acquisition-related expense associated with recent and
prospective acquisitions; and
• These increases were partially offset by a $6.9 million decrease compared to the prior year
in Restructuring and related expense associated with the ACCELERATE 2025 program.
The net impact of revenue growth and the factors listed above resulted in a General and administrative expense ratio
increase of 0.7% from 13.3% to 14.0% period-over-period.
Amortization
Amortization expense increased by $51.0 million , or 47.8% , from $106.8 million to $157.8 million for the year
ended December 31, 2024 , compared to the prior year. The main driver of the increase was the amortization of intangible
assets from recent acquisitions. Our Customer relationships and Other intangible assets increased by $865.1 million when
comparing the balance as of December 31, 2024 , to the balance as of December 31, 2023 , the largest individual increase
generated by the US Assure acquisition.
Interest Expense, Net
Interest expense, net increased $38.9 million , or 32.6% , from $119.5 million to $158.4 million for the year
ended December 31, 2024 , compared to the prior year. The main driver of the increase in Interest expense, net for the year
ended December 31, 2024 , was an increase in debt from recent acquisition activity. For the years ended December 31, 2024
and 2023 , the reduction to Interest expense, net related to our interest rate cap was $17.8 million and $15.9 million ,
respectively. Interest earned on the Company’s Cash and cash equivalents balances offsets Interest expense, net. For the
years ended December 31, 2024 and 2023 , the Company earned interest income of $21.5 million and $32.0 million,
respectively.
Other Non-Operating Loss
Other non-operating loss increased by $4.6 million from $10.4 million in the prior year to $15.0 million for the
year ended December 31, 2024 . For the year ended December 31, 2024, Other non-operating loss consisted of
$18.1 million of expense related to Term Loan modifications and $1.3 million of TRA contractual interest and related
charges offset by $3.4 million of income related to a decrease in our blended state tax rates and foreign tax credit impact on
the TRA remeasurement and $0.5 million of sublease income. For the year ended December 31, 2023, Other non-operating
loss included a $10.4 million charge related to the change in the TRA liability caused by a change in our blended state tax
rates.
Income Before Income Taxes
Due to the factors above, Income before income taxes increased $34.6 million , or 14.6% , from $237.9 million
to $272.6 million for the year ended December 31, 2024 , compared to the prior year.
62
Income Tax Expense
Income tax expense decreased $0.8 million from $43.4 million to $42.6 million for the year ended
December 31, 2024 , as compared to the prior year primarily due to a $13.9 million deferred tax benefit in 2024 from
equity-based compensation and a $8.8 million decrease in Deferred income tax expense recognized as a result of the
Common Control Reorganizations (“CCRs”) subsequent to the Socius and AccuRisk acquisitions in the second half of
2023 and Innovisk in the fourth quarter of 2024. These CCRs were discrete, non-cash expenses incurred at Ryan Specialty
Holdings, Inc., and the Company’s annual effective tax rate is unaffected. The decrease was partially offset by an increase
in pre-tax book income allocated to the Company for the year ended December 31, 2024 , and a decrease in the Company’s
blended state tax rate during 2024 which resulted in increased tax expense recognized related to the change in our Deferred
tax assets.
Net Income
Net income increased $35.4 million , or 18.2% , from $194.5 million to $229.9 million for the year ended
December 31, 2024 , compared to the prior year as a result of the factors described above.
Comparison of the Years Ended December 31, 2023 and 2022
Revenue
Total Revenue
Total revenue increased by 352.3 million, or 20.4%, from $1,725.2 million to $2,077.5 million, for the year
ended December 31, 2023 as compared to the prior year. The following were the principal drivers of the increase:
• $259.5 million, or 15.0%, of the period-over-period change in Total revenue was due to
organic revenue growth in Net commissions and fees. Organic revenue growth represents
the change in Net commissions and fees revenue, as compared to the same period for the
year prior, adjusted for Net commissions and fees attributable to recent acquisitions during
the first twelve months of Ryan Specialty’s ownership, and other adjustments such as the
removal of the impact of contingent commissions and the impact of changes in foreign
exchange rates. In aggregate, our net commission rates were consistent period-over-period.
Also, we grew our client relationships, in aggregate, within each of our three Specialties.
The growth of these relationships is due to the combination of a growing E&S market and
winning new business from competitors. The largest growth factor in the period was our
property portfolio across our three Specialties, driven by an increase in the pricing for
property insurance as well as an increase in the flow of property risks into the E&S market.
We also experienced growth across the majority of our casualty lines. This growth was
partially offset by a number of factors, none of which were individually significant such as
(i) a decline in Net commissions and fees generated from the placement of public company
D&O insurance policies, related to a slow-down in IPO activity and an associated rapid
premium rate decrease and (ii) a decrease in Net commissions and fees generated from large
commercial construction projects and M&A activity related to a slow-down in underlying
activity during the year;
• $48.2 million, or 2.8%, of the period-over-period change in Total revenue was due to the
acquisitions of Griffin, Centurion, Socius, Point6, and ACE related to their first twelve
months of ownership; and
• $37.6 million, or 2.2%, of the period-over-period change in Total revenue was due to an
increase in Fiduciary investment income, caused by a rise in interest rates compared to the
prior year.
• $7.0 million, or 0.4%, of the period-over-period change in Net commissions and fees was
due to changes in contingent commissions and the impact of foreign exchange rates on our
Net commissions and fees.
63
Year Ended December 31,
Period over Period
(in thousands, except
percentages)
2023
% of
total
2022
% of
total
Change
Wholesale Brokerage
$ 1,319,056
65.1 %
$ 1,129,241
66.0 %
$ 189,815
16.8 %
Binding Authority
275,961
13.6
231,048
13.5
44,913
19.4
Underwriting Management
431,579
21.3
351,572
20.5
80,007
22.8
Total Net commissions
and fees
$ 2,026,596
$ 1,711,861
$ 314,735
18.4 %
Wholesale Brokerage net commissions and fees increased by $189.8 million, or 16.8%, period-over-period,
primarily due to strong organic growth within the Specialty as well as contributions from the Griffin, Centurion, and Socius
acquisitions. Centurion contributed to organic growth starting in November of 2023.
Binding Authority net commissions and fees increased by $44.9 million, or 19.4%, period-over-period,
primarily due to strong organic growth within the Specialty as well as contributions from the Griffin acquisition.
Underwriting Management net commissions and fees increased by $80.0 million, or 22.8%, period-over-period,
primarily due to strong organic growth within the Specialty as well as contributions from the ACE and Point6 acquisitions.
The following table sets forth our revenue by type of commission and fees:
Year Ended December 31,
Period over Period
(in thousands, except
percentages)
2023
% of
total
2022
% of
total
Change
Net commissions and
policy fees
$ 1,935,851
95.5 %
$ 1,633,325
95.4 %
$ 302,526
18.5 %
Supplemental and
contingent commissions
56,375
2.8
50,005
2.9
6,370
12.7
Loss mitigation and other
fees
34,370
1.7
28,531
1.7
5,839
20.5
Total Net commissions
and fees
$ 2,026,596
$ 1,711,861
$ 314,735
18.4 %
Net commissions and policy fees grew $302.5 million, or 18.5%, period-over-period, slightly higher than the
overall net commissions and fee revenue growth of 18.4% for the year ended December 31, 2023 compared to the prior
year. The main drivers of this growth continue to be the acquisition of new business and expansion of ongoing client
relationships in response to the increasing demand for new, complex E&S products as well as the inflow of risks from the
Admitted market into the E&S market. In aggregate, we experienced stable commission rates period over period.
Supplemental and contingent commissions increased $6.4 million, or 12.7%, period-over-period driven by the
performance of risks placed on eligible business earning profit-based or volume-based commissions.
Loss mitigation and other fees grew $5.8 million, or 20.5%, period-over-period primarily due to captive
management and other risk management services fees from the placement of alternative risk insurance solutions, and
certain fees related to the acquisitions completed in the second half of 2023.
Expenses
Compensation and Benefits
Compensation and benefits expense increased by $192.0 million, or 17.0%, from $1,129.0 million to $1,321.0
million for the year ended December 31, 2023 compared to the prior year. The following were the principal drivers of this
increase:
• Commissions increased $90.5 million, or 17.1%, period-over-period, driven by the 18.4%
increase in total Net commissions and fees discussed above;
64
• An increase of $21.9 million was driven by Restructuring and related expense associated
with the ACCELERATE 2025 program;
• An increase of $121.4 million was driven by (i) the addition of 507 employees compared to
the prior year, inclusive of acquired employees, and (ii) growth in the business. Overall
headcount increased to 4,357 full-time employees as of December 31, 2023 from 3,850 as
of December 31, 2022;
• These increases were partially offset by a $26.4 million decrease compared to the prior year
in Acquisition related long-term incentive compensation related to the payoff of the All
Risks LTIP plan in 2022 and a $15.4 million decrease compared to the prior year in IPO
related compensation expense, which reflects charges associated with both the revaluation
of existing equity grants at the time of our IPO as well as expense related to the new awards
issued in connection with the IPO. The expense associated with both the revaluation of
existing awards as well as the issuance of new equity awards both relate directly to the
Organizational Transactions and IPO, however, amounts related to each will continue to be
expensed over future periods as the underlying awards vest.
The net impact of revenue growth and the factors above resulted in a Compensation and benefits expense ratio
decrease of 1.8% from 65.4% to 63.6% period-over-period.
In general, we expect to continue experiencing a rise in commissions, salaries, incentives, and benefits expense
commensurate with our expected growth in business volume, revenue, and headcount.
General and Administrative
General and administrative expense increased by $79.2 million, or 40.2%, from $197.0 million to $276.2
million for the year ended December 31, 2023 as compared to 2022. The following were the principal drivers of this
increase:
• $21.6 million of increased Restructuring and related expense associated with the
ACCELERATE 2025 program;
• $17.1 million of increased travel and entertainment expense compared to the prior year
which was the result of business travel returning to a normalized level;
• $15.7 million of professional services mostly related to service arrangements in connection
with revenue generating activities within our Ryan Re and Keystone operations;
• $14.6 million of increased Acquisition-related expense associated with recent and
prospective acquisitions; and
• The remaining increase of $10.2 million was driven by growth in the business. Such
expenses incurred to accommodate both organic and inorganic revenue growth include IT,
occupancy, and insurance.
The net impact of revenue growth and the factors listed above resulted in a General and administrative expense ratio
increase of 1.9% from 11.4% to 13.3% period-over-period.
Amortization
Amortization expense increased by $3.2 million, or 3.1%, from $103.6 million to $106.8 million for the year
ended December 31, 2023 compared to the prior year. The main driver for the increase was the amortization of intangible
assets from recent acquisitions. Our Customer relationships and Other intangible assets increased by $124.2 million when
comparing the balance as of December 31, 2023 to the balance as of December 31, 2022.
Interest Expense, Net
Interest expense, net increased $14.7 million, or 14.0%, from $104.8 million to $119.5 million for the year
ended December 31, 2023 compared to the prior year. The main drivers of the change in Interest expense, net for the year
ended December 31, 2023 were an increase in the floating rate applied to our Term Loan on account of the rising interest
rate environment and the issuance of $400.0 million of Senior Secured Notes on February 3, 2022. Interest earned on the
Company’s Cash and cash equivalents balances offsets Interest expense, net. For the years ended December 31, 2023 and
65
2022 the Company earned interest income of $32.0 million and $10.6 million, respectively. On April 7, 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. The interest rate cap has a $1,000.0 million notional amount, 2.75% strike, and terminates on December 31,
2025. For the year ended December 31, 2023, the net reduction to Interest expense, net related to the cap was $15.9
million.
Other Non-Operating Loss
Other non-operating loss increased by $5.3 million from $5.1 million in the prior year to $10.4 million for the
year ended December 31, 2023. Other non-operating loss included a $10.4 million and $5.6 million charge for the years
ended December 31, 2023 and 2022, respectively, related to the change in the TRA liability caused by a change in our
blended state tax rates.
Income Before Income Taxes
Due to the factors above, Income before income taxes increased $58.7 million, or 32.8%, from $179.2 million
to $237.9 million for the year ended December 31, 2023 compared to the prior year.
Income Tax Expense
Income tax expense increased $27.5 million from $15.9 million to $43.4 million for the year ended December
31, 2023 as compared to the prior year primarily due to $18.4 million of Deferred income tax expense recognized as a
result of the Common Control Reorganizations (“CCRs”) subsequent to the Socius and AccuRisk acquisitions in the
second half of 2023. These CCRs were discrete, non-cash expenses incurred at Ryan Specialty Holdings, Inc. and the
Company’s annual effective tax rate is unaffected. The remaining increase is due to the increase in pre-tax book income
allocated to the Company for the year ended December 31, 2023. This increase was partially offset by an increase in the
Company’s state tax rate during 2023 which resulted in a tax benefit recognized related to the increase in our Deferred tax
assets.
Net Income
Net income increased $31.2 million, or 19.1%, from $163.3 million to $194.5 million for the year ended
December 31, 2023 compared to the prior year as a result of the factors described above.
Non-GAAP Financial Measures and Key Performance Indicators
In assessing the performance of our business, we use non-GAAP financial measures that are derived from our
consolidated financial information, but which are not presented in our consolidated financial statements prepared in
accordance with GAAP. We consider these non-GAAP financial measures to be useful metrics for management and
investors to facilitate operating performance comparisons from period to period by excluding potential differences caused
by variations in capital structures, tax positions, depreciation, amortization, and certain other items that we believe are not
representative of our core business. We use the following non-GAAP measures for business planning purposes, in
measuring our performance relative to that of our competitors, to help investors to understand the nature of our growth, and
to enable investors to evaluate the run-rate performance of the Company. Non-GAAP financial measures should be viewed
as supplementing, and not as an alternative or substitute for, the consolidated financial statements prepared and presented
in accordance with GAAP. The footnotes to the reconciliation tables below should be read in conjunction with the audited
consolidated financial statements in this Annual Report. Industry peers may provide similar supplemental information but
may not define similarly named metrics in the same way we do and may not make identical adjustments.
Organic Revenue Growth Rate
Organic Revenue Growth Rate is defined as the percentage change in Net commissions and fees, as compared
to the same period for the prior year, adjusted to eliminate revenue attributable to acquisitions for the first twelve months of
Ryan Specialty’s ownership, and other items such as contingent commissions and the impact of changes in foreign
exchange rates.
66
For the avoidance of doubt, prior period references in the tables below represent the same period in the prior
year. A reconciliation of Organic revenue growth rate to Net commissions and fees growth rate, the most directly
comparable GAAP measure, for each of the periods indicated is as follows (in percentages):
Year Ended December 31,
(in thousands, except percentages)
2024
2023
2022
Current period Net commissions and fees revenue
$ 2,455,671
$ 2,026,596
$ 1,711,861
Less: Current period contingent commissions
(73,175)
(39,028)
(30,788)
Net Commissions and fees revenue
excluding contingent commissions
$ 2,382,496
$ 1,987,568
$ 1,681,073
Prior period Net commissions and fees revenue
$ 2,026,596
$ 1,711,861
$ 1,432,179
Less: Prior period contingent commissions
(39,028)
(30,788)
(22,995)
Prior period Net commissions and fees revenue
excluding contingent commissions
$ 1,987,568
$ 1,681,073
$ 1,409,184
Change in Net commissions and fees revenue excluding
contingent commissions
$ 394,928
$ 306,494
$ 271,890
Less: Mergers and acquisitions Net commissions and fees
revenue excluding contingent commissions
(141,972)
(46,496)
(39,992)
Impact of change in foreign exchange rates
(791)
(479)
4,561
Organic revenue growth (Non-GAAP)
$ 252,165
$ 259,519
$ 236,459
Net commissions and fees revenue growth rate (GAAP)
21.2 %
18.4 %
19.5 %
Less: Impact of contingent commissions (1)
(1.3)
(0.2)
(0.2)
Net commissions and fees revenue
excluding contingent commissions growth rate (2)
19.9 %
18.2 %
19.3 %
Less: Mergers and acquisitions Net commissions and fees
revenue excluding contingent commissions (3)
(7.1)
(2.8)
(2.8)
Impact of change in foreign exchange rates (4)
0.0
0.0
0.3
Organic Revenue Growth Rate (Non-GAAP)
12.8 %
15.4 %
16.8 %
(1) Calculated by subtracting Net commissions and fees revenue growth rate from net commissions and fees
revenue excluding contingent commissions growth rate.
(2) Calculated by dividing the change in Total net commissions & fees revenue excluding contingent commissions
by prior year net commissions and fees excluding contingent commissions.
(3) Calculated by taking the mergers and acquisitions net commissions and fees revenue excluding contingent
commissions, representing the first 12 months of net commissions and fees revenue generated from
acquisitions, divided by prior period net commissions and fees revenue excluding contingent commissions.
(4) Calculated by taking the change in foreign exchange rates divided by prior period net commissions and fees
revenue excluding contingent commissions.
Adjusted Compensation and Benefits Expense and Adjusted Compensation and Benefits Expense Ratio
We define Adjusted compensation and benefits expense as Compensation and benefits expense adjusted to
reflect items such as (i) equity-based compensation, (ii) acquisition and restructuring related compensation expense, and
(iii) other exceptional or non-recurring items, as applicable. The most comparable GAAP financial metric is Compensation
and benefits expense. Adjusted compensation and benefits expense ratio is defined as Adjusted compensation and benefits
expense as a percentage of Total revenue. The most comparable GAAP financial metric is Compensation and benefits
expense ratio.
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A reconciliation of Adjusted compensation and benefits expense and Adjusted compensation and benefits
expense ratio to Compensation and benefits expense and Compensation and benefits expense ratio, the most directly
comparable GAAP measures, for each of the periods indicated, is as follows:
Year Ended December 31,
(in thousands, except percentages)
2024
2023
2022
Total Revenue
$ 2,515,710
$ 2,077,549
$ 1,725,193
Compensation and Benefits Expense
$ 1,591,077
$ 1,321,029
$ 1,128,981
Acquisition-related expense
(15,373)
(4,186)
(122)
Acquisition related long-term incentive compensation (1)
(24,946)
4,334
(22,093)
Restructuring and related expense
(39,929)
(22,651)
(724)
Amortization and expense related to discontinued prepaid
incentives
(5,160)
(6,441)
(6,738)
Equity-based compensation
(52,038)
(31,047)
(23,390)
IPO related expenses
(26,957)
(38,696)
(54,091)
Adjusted Compensation and Benefits Expense (2)
$ 1,426,674
$ 1,222,342
$ 1,021,823
Compensation and Benefits Expense Ratio
63.2%
63.6%
65.4%
Adjusted Compensation and Benefits Expense Ratio
56.7%
58.8%
59.2%
(1) In 2023, Acquisition related long-term incentive compensation includes a $6.8 million expense reversal
related to the claw back of an All Risks LTIP payment from a terminated employee.
(2) Adjustments to Compensation and benefits expense are described in the definition of Adjusted EBITDAC to
Net income in “ Adjusted EBITDAC and Adjusted EBITDAC Margin ”.
Adjusted General and Administrative Expense and Adjusted General and Administrative Expense Ratio
We define Adjusted general and administrative expense as General and administrative expense adjusted to
reflect items such as (i) acquisition and restructuring general and administrative related expense and (ii) other exceptional
or non-recurring items, as applicable. The most comparable GAAP financial metric is General and administrative expense.
Adjusted general and administrative expense ratio is defined as Adjusted general and administrative expense as a
percentage of Total revenue. The most comparable GAAP financial metric is General and administrative expense ratio.
A reconciliation of Adjusted general and administrative expense and Adjusted general and administrative
expense ratio to General and administrative expense and General and administrative expense ratio, the most directly
comparable GAAP measures, for each of the periods indicated is as follows:
Year Ended December 31,
(in thousands, except percentages)
2024
2023
2022
Total Revenue
$ 2,515,710
$ 2,077,549
$ 1,725,193
General and Administrative Expense
$ 352,050
$ 276,181
$ 196,971
Acquisition-related expense
(54,469)
(19,088)
(4,477)
Restructuring and related expense
(19,768)
(26,626)
(4,993)
IPO related expenses
—
—
(1,545)
Adjusted General and Administrative Expense (1)
$ 277,813
$ 230,467
$ 185,956
General and Administrative Expense Ratio
14.0%
13.3%
11.4%
Adjusted General and Administrative Expense Ratio
11.0%
11.1%
10.8%
(1) Adjustments to General and administrative expense are described in the definition of Adjusted EBITDAC to
Net income in “ Adjusted EBITDAC and Adjusted EBITDAC Margin ”.
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Adjusted EBITDAC and Adjusted EBITDAC Margin
We define Adjusted EBITDAC as Net income before Interest expense, net, Income tax expense, Depreciation,
Amortization, and Change in contingent consideration, adjusted to reflect items such as (i) equity-based compensation, (ii)
acquisition and restructuring related expenses, and (iii) other exceptional or non-recurring items, as applicable.
Acquisition-related expense includes one-time diligence, transaction-related, and integration costs. For the year
ended December 31, 2024, Acquisition-related expense included a $4.5 million charge related to a deal-contingent foreign
exchange forward contract associated with the Castel acquisition. The remaining charges in the three years presented
represent typical one-time diligence, transaction-related, and integration costs. Acquisition-related long-term incentive
compensation arises from changes to long-term incentive plans associated with acquisitions. Restructuring and related
expense for the years ended December 31, 2024 and 2023, consisted of compensation and benefits, occupancy, contractors,
professional services, and license fees related to the ACCELERATE 2025 program. The compensation and benefits
expense included severance as well as employment costs related to services rendered between the notification and
termination dates and other termination payments. See “ Note 5 , Restructuring ” of the annual audited consolidated financial
statements for further discussion of ACCELERATE 2025. The remaining costs that preceded the restructuring plan were
associated with professional services costs related to program design and licensing costs. For the year ended December 31,
2022, Restructuring and related expense represented costs associated with the 2020 restructuring plan. Amortization and
expense is composed of charges related to discontinued prepaid incentive programs. For the year ended December 31,
2024, Other non-operating loss consisted of $18.1 million of expense related to Term Loan modifications and $1.3 million
of TRA contractual interest and related charges offset by $3.4 million of income related to a decrease in our blended state
tax rates and foreign tax credit impact on the TRA remeasurement and $0.5 million of sublease income. Other non-
operating loss included a $10.4 million and $5.6 million charge for the years ended December 31, 2023 and 2022,
respectively, related to the change in the TRA liability caused by a change in our blended state tax rates. Equity-based
compensation reflects non-cash equity-based expense. For the year ended December 31, 2024, Equity-based compensation
included $4.6 million of expense associated with the removal of equity transfer restrictions for an executive officer of the
Company. IPO related expenses include compensation-related expense primarily related to the expense for new awards
issued at IPO as well as expense related to the revaluation of existing equity awards at IPO.
Total revenue less Adjusted compensation and benefits expense and Adjusted general and administrative
expense is equivalent to Adjusted EBITDAC. For a breakout of compensation and general and administrative costs for each
addback, refer to the Adjusted compensation and benefits expense and Adjusted general and administrative expense tables
above. The most directly comparable GAAP financial metric to Adjusted EBITDAC is Net income. Adjusted EBITDAC
margin is defined as Adjusted EBITDAC as a percentage of Total revenue. The most comparable GAAP financial metric is
Net income margin.
69
A reconciliation of Adjusted EBITDAC and Adjusted EBITDAC margin to Net income and Net income
margin, the most directly comparable GAAP measures, for each of the periods indicated is as follows:
Year Ended December 31,
(in thousands, except percentages)
2024
2023
2022
Total Revenue
$ 2,515,710
$ 2,077,549
$ 1,725,193
Net Income
$ 229,913
$ 194,480
$ 163,257
Interest expense, net
158,448
119,507
104,829
Income tax expense
42,641
43,445
15,935
Depreciation
9,785
9,038
5,690
Amortization
157,845
106,799
103,601
Change in contingent consideration (1)
(22,859)
5,421
442
EBITDAC
$ 575,773
$ 478,690
$ 393,754
Acquisition-related expense
69,842
23,274
4,599
Acquisition related long-term incentive compensation (2)
24,946
(4,334)
22,093
Restructuring and related expense
59,697
49,277
5,717
Amortization and expense related to discontinued prepaid incentives
5,160
6,441
6,738
Other non-operating loss
15,041
10,380
5,073
Equity-based compensation
52,038
31,047
23,390
IPO related expenses
26,957
38,696
55,636
Loss (income) from equity method investments in related party
(18,231)
(8,731)
414
Adjusted EBITDAC
$ 811,223
$ 624,740
$ 517,414
Net Income Margin
9.1%
9.4%
9.5%
Adjusted EBITDAC Margin
32.2%
30.1%
30.0%
(1) For the year ended December 31, 2024, Change in contingent consideration included a $25.5 million decrease
in valuation of the US Assure contingent consideration as a result of increased loss ratios impacting projected
profit commissions.
(2) For the year ended December 31, 2023, Acquisition related long-term incentive compensation includes a $6.8
million expense reversal related to the claw back of an All Risks LTIP payment from a terminated employee.
Adjusted Net Income and Adjusted Net Income Margin
We define Adjusted net income as tax-effected earnings before amortization and certain items of income and
expense, gains and losses, equity-based compensation, acquisition related long-term incentive compensation, acquisition-
related expenses, costs associated with the IPO, and certain exceptional or non-recurring items. The most comparable
GAAP financial metric is Net income. Adjusted net income margin is calculated as Adjusted net income as a percentage of
Total revenue. The most comparable GAAP financial metric is Net income margin.
Following the IPO, the Company is subject to United States federal income taxes, in addition to state, local, and
foreign taxes, with respect to our allocable share of any net taxable income of the LLC. For comparability purposes, this
calculation incorporates the impact of federal and state statutory tax rates on 100% of our adjusted pre-tax income as if the
Company owned 100% of the LLC.
70
A reconciliation of Adjusted net income and Adjusted net income margin to Net income and Net income
margin, the most directly comparable GAAP measures, for each of the periods indicated is as follows:
Year Ended December 31,
(in thousands, except percentages)
2024
2023
2022
Total Revenue
$ 2,515,710
$ 2,077,549
$ 1,725,193
Net Income
$ 229,913
$ 194,480
$ 163,257
Income tax expense
42,641
43,445
15,935
Amortization
157,845
106,799
103,601
Amortization of deferred debt issuance costs (1)
23,930
12,172
12,054
Change in contingent consideration
(22,859)
5,421
442
Acquisition-related expense
69,842
23,274
4,599
Acquisition related long-term incentive compensation
24,946
(4,334)
22,093
Restructuring and related expense
59,697
49,277
5,717
Amortization and expense related to discontinued prepaid incentives
5,160
6,441
6,738
Other non-operating loss
15,041
10,380
5,073
Equity-based compensation
52,038
31,047
23,390
IPO related expenses
26,957
38,696
55,636
Loss (income) loss from equity method investments in related party
(18,231)
(8,731)
414
Adjusted Income before Income Taxes (2)
$ 666,920
$ 508,367
$ 418,949
Adjusted tax expense (3)
(173,399)
(132,785)
(106,958)
Adjusted Net Income
$ 493,521
$ 375,582
$ 311,991
Net Income Margin
9.1%
9.4%
9.5%
Adjusted Net Income Margin
19.6%
18.1%
18.1%
(1) Interest expense, net includes amortization of deferred debt issuance costs.
(2) Adjustments to Net income are described in the definition of Adjusted EBITDAC to Net income in “Adjusted
EBITDAC and Adjusted EBITDAC Margin.”
(3) The Company is subject to United States federal income taxes, in addition to state, local, and foreign taxes,
with respect to our allocable share of any net taxable income of the LLC. For the year ended December 31,
2024 , this calculation of adjusted tax expense is based on a federal statutory rate of 21% and a combined state
income tax rate net of federal benefits of 5.00% on 100% of our adjusted income before income taxes as if the
Company owned 100% of the LLC. For the year ended December 31, 2023 , this calculation of adjusted tax
expense is based on a federal statutory rate of 21% and a combined state income tax rate net of federal
benefits of 5.12% on 100% of our adjusted income before income taxes as if the Company owned 100% of
the LLC. For the year ended December 31, 2022 , this calculation of adjusted tax expense is based on a federal
statutory rate of 21% and a combined state income tax rate net of federal benefits of 4.53% on 100% of our
adjusted income before income taxes as if the Company owned 100% of the LLC.
Adjusted Diluted Earnings Per Share
We define Adjusted diluted earnings per share as Adjusted net income divided by diluted shares outstanding
after adjusting for the effect if 100% of the outstanding LLC Common Units (together with the shares of Class B common
stock), vested Class C Incentive Units, and unvested equity awards were exchanged into shares of Class A common stock
as if 100% of unvested equity awards were vested. The most directly comparable GAAP financial metric is Diluted
earnings per share.
71
A reconciliation of Adjusted diluted earnings per share to Diluted earnings per share, the most directly
comparable GAAP measure, for each of the periods indicated is as follows:
Year Ended December 31,
2024
2023
2022
Earnings per share of Class A common stock – diluted
$ 0.71
$ 0.52
$ 0.52
Less: Net income attributed to dilutive shares and substantively vested
RSUs (1)
—
(0.03)
(0.29)
Plus: Impact of all LLC Common Units exchanged for Class A shares
(2)
0.14
0.24
0.38
Plus: Adjustments to Adjusted net income (3)
0.97
0.67
0.56
Plus: Dilutive impact of unvested equity awards (4)
(0.03)
(0.02)
(0.02)
Adjusted diluted earnings per share
$ 1.79
$ 1.38
$ 1.15
(Share count in ’000s)
Weighted-average shares of Class A common stock outstanding –
diluted
132,891
125,745
265,750
Plus: Impact of all LLC Common Units exchanged for Class A shares
(2)
138,980
142,384
—
Plus: Dilutive impact of unvested equity awards (4)
4,417
4,137
4,731
Adjusted diluted earnings per share diluted share count
276,288
272,266
270,481
(1) Adjustment removes the impact of Net income attributed to dilutive awards and substantively vested RSUs to
arrive at Net income attributable to Ryan Specialty Holdings, Inc. For the years ended December 31, 2024 ,
2023 , and 2022 , this removes $0.3 million , $4.2 million , and $76.3 million of Net income, respectively, on
132.9 million , 125.7 million , and 265.8 million Weighted-average shares of Class A common stock
outstanding - diluted, respectively. See “ Note 12 , Earnings Per Share ” in the footnotes to the consolidated
financial statements in this Annual Report.
(2) For comparability purposes, this calculation incorporates the Net income that would be outstanding if all LLC
Common Units (together with shares of Class B common stock) and vested Class C Incentive units were
exchanged for shares of Class A common stock. For the years ended December 31, 2024 , 2023 , and 2022 ,
this includes $135.2 million , $133.4 million , and $102.2 million of Net income (loss), respectively, on
271.9 million , 268.1 million , and 265.8 million Weighted-average shares of Class A common stock
outstanding - diluted, respectively. For the year ended December 31, 2022, 144.0 million weighted average
outstanding LLC Common Units were considered dilutive and included in the 265.8 million Weighted-
average shares of Class A common stock outstanding - diluted within Diluted EPS. See “ Note 12 , Earnings
Per Share ” in the footnotes to the consolidated financial statements in this Annual Report.
(3) Adjustments to Adjusted net income are described in the footnotes of the reconciliation of Adjusted net
income to Net income in “Adjusted Net Income and Adjusted Net Income Margin” on 271.9 million ,
268.1 million , and 265.8 million Weighted-average shares of Class A common stock outstanding - diluted
years ended December 31, 2024 , 2023 , and 2022 , respectively.
(4) For comparability purposes and to be consistent with the treatment of the adjustments to arrive at Adjusted
net income, the dilutive effect of unvested equity awards is calculated using the treasury stock method as if
the weighted average unrecognized cost associated with the awards was $0 over the period, less any unvested
equity awards determined to be dilutive within the Diluted EPS calculation disclosed in “ Note 12 , Earnings
Per Share ” of the audited consolidated financial statements. For the years ended December 31, 2024 , 2023 ,
and 2022 , 4.4 million , 4.1 million , and 4.7 million shares were added to the calculation, respectively.
Liquidity and Capital Resources
Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of
its business operations. We believe that the balance sheet and strong cash flow profile of our business provides adequate
liquidity. The primary sources of liquidity are Cash and cash equivalents on the Consolidated Balance Sheets, cash flows
72
provided by operations, and debt capacity available under our Revolving Credit Facility, Term Loan, and Senior Secured
Notes. The primary uses of liquidity are operating expenses, seasonal working capital needs, business combinations, capital
expenditures, obligations under the TRA, taxes, distributions to LLC Unitholders, and dividends to Class A common
stockholders. We believe that Cash and cash equivalents, cash flows from operations, and amounts available under our
Revolving Credit Facility will be sufficient to meet liquidity needs, including principal and interest payments on debt
obligations, capital expenditures, and anticipated working capital requirements, for the next 12 months and beyond. Our
future capital requirements will depend on many factors including continuance of historical working capital levels and
capital expenditure needs, investment in de novo offerings, and the flow of deals in our merger and acquisition program.
On February 20, 2025 , our Board declared and increased the Company’s regular quarterly dividend by 9.1% to
$0.12 per share on the outstanding Class A common stock. $0.07 of the regular quarterly dividend is to be funded by
current and prior tax distributions from the LLC that are in excess of both the corporate income taxes payable by the
Company as well as the Company’s obligations pursuant to the Tax Receivable Agreement. The remaining $0.05 of the
regular quarterly dividend was funded by free cash flow from the LLC and paid to all holders of the Class A common stock
and LLC Common Units.
We may be required to seek additional equity or debt financing. In the event that additional financing is
required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise
additional capital or generate cash flows necessary to expand our operations, this could reduce our ability to compete
successfully and harm the results of our operations.
Cash and cash equivalents on the Consolidated Balance Sheets include funds available for general corporate
purposes. Fiduciary cash and receivables cannot be used for general corporate purposes. Insurance premiums, claims funds,
and surplus lines taxes are held in a fiduciary capacity and the obligation to remit these funds are recorded as Fiduciary
liabilities on the Consolidated Balance Sheets. We recognize fiduciary amounts due to others as Fiduciary liabilities and
fiduciary amounts collectible and held on behalf of others, including insurance carriers, other insurance intermediaries,
surplus lines taxing authorities, clients, and insurance policy holders, as Fiduciary cash and receivables on the Consolidated
Balance Sheets.
In our capacity as an insurance broker or agent, we collect premiums from insureds and, after deducting our
commission, remit the premiums to the respective insurance markets and carriers. We also collect claims prefunding or
refunds from carriers on behalf of insureds, which are then returned to the insureds, and surplus lines taxes, which are then
remitted to surplus lines taxing authorities. Insurance premiums, claim funds, and surplus lines taxes are held in a fiduciary
capacity. The levels of Fiduciary cash and receivables and Fiduciary liabilities can fluctuate significantly depending on
when we collect the premiums, claims prefunding, and refunds, make payments to markets, carriers, surplus lines taxing
authorities, and insureds, and collect funds from clients and make payments on their behalf, and upon the impact of foreign
currency movements. Fiduciary cash, because of its nature, is generally invested in very liquid securities with a focus on
preservation of principal. To minimize investment risk, we maintain cash holdings pursuant to an investment policy which
contemplates all relevant rules established by states with regard to fiduciary cash and is approved by our Board of
Directors. The policy requires broad diversification of holdings across a variety of counterparties utilizing limits set by our
Board of Directors, primarily based on credit rating and type of investment. Fiduciary cash and receivables included cash
of $1,140.6 million and $917.5 million as of December 31, 2024 and 2023 , respectively, and fiduciary receivables of
$2,599.1 million and $2,214.1 million as of December 31, 2024 and 2023 , respectively. While we may earn interest income
on fiduciary cash held in cash and investments, the fiduciary cash may not be used for general corporate purposes. Of the
$540.2 million of Cash and cash equivalents on the Consolidated Balance Sheet as of December 31, 2024 , $100.8 million
was held in fiduciary accounts representing collected revenue and was available to be transferred to operating accounts and
used for general corporate purposes.
Credit Facilities
We expect to have sufficient financial resources to meet our business requirements for the next 12 months.
Although cash from operations is expected to be sufficient to service our activities, including servicing our debt and
contractual obligations, and financing capital expenditures, we have the ability to borrow under our Revolving Credit
Facility to accommodate any timing differences in cash flows. Additionally, under current market conditions, we believe
that we could access capital markets to obtain debt financing for longer-term funding, if needed.
On February 3, 2022, the LLC issued $400.0 million of 8-year Senior Secured Notes. The notes have a 4.375%
interest rate and will mature on February 1, 2030. These notes remained outstanding as of December 31, 2024.
73
On January 19, 2024, we entered into the Fifth Amendment (the “Repricing Amendment”) to the Credit
Agreement. As a result of the Repricing Amendment, the applicable interest rate of the Term Loan was reduced from
Adjusted Term SOFR + 3.00% to Adjusted Term SOFR + 2.75% and is no longer subject to a credit spread adjustment. All
other material provisions remain unchanged.
On July 30, 2024, the Company entered into the Sixth Amendment to the Credit Agreement, which provided for
an increase in borrowing capacity under the Revolving Credit Facility from $600.0 million to $1,400.0 million. The
amendment also extended the maturity date of the Revolving Credit Facility to July 30, 2029, and reduced the applicable
interest rate from Adjusted Term SOFR plus a margin of 2.50% to 3.00% to Adjusted Term SOFR plus a margin of 2.00%
to 2.50%, based on the first lien net leverage ratio defined in the Credit Agreement.
On September 13, 2024, the Company entered into the Seventh Amendment to the Credit Agreement, which
refinanced the existing Term Loan in the aggregate principal amount of $1,588.1 million outstanding as of June 30, 2024,
and increased the size of the Term Loan by $111.9 million to $1,700.0 million as of September 30, 2024. In addition to
increasing the size of the Term Loan, the Seventh Amendment reduced the applicable interest rate of the Term Loan from
Adjusted Term SOFR plus a margin of 2.75% to Adjusted Term SOFR plus a margin of 2.25% and lowered the 75 basis
point floor on Adjusted Term SOFR to a 0 basis point floor. Upon achievement of a stable (or better) corporate family
rating from Moody’s of Ba3 or better, the applicable interest rate of the Term Loan will be reduced to Adjusted Term
SOFR plus a margin of 2.00%.
On September 19, 2024, the LLC issued $600.0 million of its 2032 Senior Secured Notes. On December 9,
2024, the LLC issued an additional $600.0 million of its 2032 Senior Secured Notes as “additional notes” under a
supplement to the indenture dated as of September 2024. All of the 2032 Senior Secured Notes carry a 5.875% interest rate
and will mature on August 1, 2032.
As of December 31, 2024 , the interest rate on the Term Loan was 2.25% plus Adjusted Term SOFR.
As of December 31, 2024 , we were in compliance with all of the covenants under our debt facilities and there
were no events of default for the year ended December 31, 2024 .
Tax Receivable Agreement
The Company is party to a TRA with current and certain former LLC Unitholders. The TRA provides for the
payment by the Company, to 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 realizes (or is deemed to realize in certain circumstances) as a result
of (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 to (if
any), and (iv) certain other tax benefits related to the Company entering into the TRA, including tax benefits attributable to
payments that the Company makes under the TRA (“TRA Payment Tax Attributes”). The Company recognizes a liability
on the Consolidated Balance Sheets based on the undiscounted estimated future payments under the TRA.
Due to the uncertainty of various factors, we cannot precisely quantify the likely tax benefits we will realize as
a result of the LLC Common Unit exchanges and the resulting amounts we are likely to pay out to current and certain
former LLC Unitholders pursuant to the TRA; however, we estimate that such tax benefits and the related TRA payments
may be substantial. As set forth in the table below, and assuming no changes in the relevant tax law and that we earn
sufficient taxable income to realize all cash tax savings that are subject to the TRA, we expect future payments under the
TRA to be $436.3 million in aggregate as of December 31, 2024 . Future payments in respect to subsequent exchanges
would be in addition to these amounts and are expected to be substantial. The foregoing amounts are merely estimates and
the actual payments could differ materially. In the highly unlikely event of an early termination of the TRA (e.g., a default
by the Company or a Change of Control) the Company is required to pay to each holder of the TRA an early termination
payment equal to the discounted present value of all unpaid TRA payments. The Company has not made, and is not likely
to make, an election for an early termination. We expect to fund future TRA payments with tax distributions from the LLC
that come from cash on hand and cash generated from operations.
74
(in thousands)
Exchange Tax
Attributes
Pre-IPO M&A
Tax Attributes
TRA Payment
Tax Attributes
TRA
Liabilities
Balance at December 31, 2023
$ 194,668
$ 85,814
$ 78,416
$ 358,898
Exchange of LLC Common Units
73,433
5,660
21,982
101,075
Remeasurement – change in state rate
(932)
(391)
(1,183)
(2,506)
Remeasurement – foreign tax credits
(895)
—
—
(895)
Interest expense
—
—
1,302
1,302
Payments
(13,041)
(7,668)
(869)
(21,578)
Balance at December 31, 2024
$ 253,233
$ 83,415
$ 99,648
$ 436,296
Total expected estimated tax savings from each of the tax attributes associated with the TRA as of
December 31, 2024 were $513.3 million consisting of (i) Exchange Tax Attributes of $297.9 million , (ii) Pre-IPO M&A
Tax Attributes of $98.1 million , and (iii) TRA Payment Tax Attributes of $117.2 million . The Company will retain the
benefit of 15% of these cash savings.
Comparison of Cash Flows for the Year Ended December 31, 2024 and 2023
Cash and cash equivalents decreased $298.6 million from $838.8 million at December 31, 2023 , to $540.2
million at December 31, 2024 . A summary of our cash flows provided by and used for ongoing operations from operating,
investing, and financing activities is as follows:
Cash Flows From Operating Activities
Net cash provided by operating activities during the year ended December 31, 2024 , increased $37.7 million
from the year ended December 31, 2023 , to $514.9 million . Strong organic revenue growth along with the Castel, US
Assure, Greenhill, Ethos P&C, EverSports, and GEO acquisitions drove operating cash flow period-over-period. Net
income increased $35.4 million , an increase of $51.0 million in Amortization, an increase in the change in Net
commissions and fees receivable, net of $22.2 million , and an increase of $18.6 million in Prepaid and deferred
compensation drove the year-over-year increase, which was partially offset by the change in Other current and non-current
assets and liabilities of $108.9 million . The increase in both Amortization and Prepaid and deferred compensation is
primarily associated with the recently completed acquisitions. The change in Other current and non-current liabilities was
primarily driven by an increase in acquisition-related contingent payments.
Cash Flows From Investing Activities
Cash flows used in investing activities during the year ended December 31, 2024 , were $1,755.7 million , an
increase of $1,279.5 million compared to the $476.2 million of cash flows used for investing activities during the year
ended December 31, 2023 . The main drivers of the cash flows used for investing activities for the year ended December 31,
2024 , were $1,708.7 million of acquisition payments made for the Castel, US Assure, Greenhill, Ethos P&C, EverSports,
and Geo acquisitions and $47.0 million of Capital expenditures. The main drivers of the cash flows used for investing
activities for the year ended December 31, 2023, were $446.7 million of acquisition payments related to the Griffin, ACE,
Point6, Socius, and AccuRisk acquisitions and $29.8 million of capital expenditures.
Cash Flows From Financing Activities
Cash flows provided by financing activities during the year ended December 31, 2024 , were $1,166.9 million ,
an increase of $1,179.5 million compared to cash flows used in financing activities of $12.6 million during the year ended
December 31, 2023 . The main drivers of cash flows provided by financing activities during the year ended December 31,
2024 , were $1,187.4 million of Proceeds from Senior Secured Notes, $114.0 million Net change in fiduciary liabilities, and
$107.6 million of Proceeds from term debt, offset by $82.7 million of Tax distributions to non-controlling LLC
Unitholders, $80.2 million of Dividends paid to Class A common shareholders, $25.5 million of Debt issuance costs paid,
$22.2 million of Distributions to non-controlling LLC Unitholders, and $21.6 million of Payment of Tax Receivable
Agreement liabilities during the year. The main drivers of cash flows used in financing activities during the year ended
December 31, 2023, were $71.7 million of Tax distributions to non-controlling LLC Unitholders, the Repayment of term
debt of $16.5 million, and the Payment of Tax Receivable Agreement liabilities of $16.2 million, offset by $97.2 million
Net change in fiduciary liabilities.
75
Contractual Obligations and Commitments
Our principal commitments consist of contractual obligations in connection with investing and operating
activities. These obligations are described within “ Note 8 , Leases ” and “ Note 9 , Debt ” in the notes to our audited
consolidated financial statements in this Annual Report and provide further description on provisions that create, increase
or accelerate obligations, or other pertinent data to the extent necessary for an understanding of the timing and amount of
the specified contractual obligations.
The Company recognized a liability for employee deferrals, inclusive of changes in the value of deferred
amounts held, of $5.2 million and $36.5 million in Current accrued compensation and Non-current accrued compensation,
respectively, on the Consolidated Balance Sheets as of December 31, 2024 , and $3.5 million and $22.4 million in Current
accrued compensation and Non-current accrued compensation, respectively, on the Consolidated Balance Sheets as of
December 31, 2023 .
Within Current accrued compensation and Non-current accrued compensation we have various long-term
incentive compensation agreements accrued for. These agreements are typically associated with an acquisition. Below we
have outlined the liabilities accrued as of December 31, 2024 , the projected future expense, and the projected timing of
future cash outflows associated with these arrangements.
Long-term Incentive Compensation Agreements
(in thousands)
December 31, 2024
Current accrued compensation
$ 11,055
Non-current accrued compensation
11,854
Total liability
$ 22,909
Projected future expense
7,757
Total projected future cash outflows
$ 30,666
Projected Future Cash Outflows
(in thousands)
2025
$ 13,763
2026
6,053
2027
10,698
2028
51
Thereafter
$ 101
76
Within “ Note 4 , Mergers and Acquisitions ” and “ Note 15 , Fair Value Measurements ” in the notes to our audited
consolidated financial statements in this Annual Report we outline various contingent consideration arrangements and their
impact. Below we have outlined the liabilities accrued as of December 31, 2024 , the projected future expense, and the
projected timing of future cash outflows associated with these contingent consideration agreements.
Contingent Consideration
(in thousands)
December 31, 2024
Current accounts payable and accrued liabilities
$ 48,164
Other non-current liabilities
80,895
Total liability
$ 129,059
Projected future expense
13,115
Total projected future cash outflows
$ 142,174
Projected Future Cash Outflows
(in thousands)
2025
$ 48,945
2026
416
2027
92,813
2028
—
Thereafter
$ —
Critical Accounting Policies and Estimates
The methods, assumptions, and estimates that we use in applying the accounting policies may require us to
apply judgments regarding matters that are inherently uncertain. We consider an accounting policy to be a critical estimate
if (i) the Company must make assumptions that were uncertain when the judgment was made and (ii) changes in the
estimate assumptions or selection of a different estimate methodology could have a significant impact on our financial
position and the results that we report in the consolidated financial statements. While we believe that the estimates,
assumptions, and judgments are reasonable, they are based on information available when the estimate was made. Refer to
“ Note 2 , Summary of Significant Accounting Policies ” in the consolidated financial statements in this Annual Report for
further information on the critical accounting estimates and policies.
Business Combinations
The Company accounts for transactions that represent business combinations under the acquisition method
of accounting, which requires us to allocate the total consideration transferred for each acquisition to the assets we acquire
and liabilities we assume based on their fair values as of the date of acquisition, including identifiable intangible assets.
The allocation of the consideration utilizes significant estimates in determining the fair values of identifiable assets
acquired, which mainly consist of customer relationship intangible assets. The significant assumptions used in determining
the fair value of customer relationships include estimated r evenue growth , attrition rates, operating margins, and weighted
average cost of capital. These estimates directly impact the amount of identified intangible assets recognized and the
related amortization expense in future periods. As of December 31, 2024 and 2023 , an aggregate of $1,392.0 million and
$572.4 million , respectively, of Customer relationships was recorded on the Consolidated Balance Sheets.
The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as
goodwill. We may refine our estimates and make adjustments to the assets acquired and liabilities assumed over a
measurement period, not to exceed one year from the date of acquisition.
Acquired Customer Relationships
We review acquired intangible assets that are being amortized for impairment whenever events or changes
in circumstance indicate that their carrying amount may not be recoverable. We have not made any material changes in the
accounting methodology used to evaluate the impairment of goodwill or amortizable intangible assets during the last three
fiscal years. Qualitative factors considered include any adverse developments in regulation, unfavorable market conditions,
or the extent to which an asset will be utilized. As we continue to experience revenue growth driven by the increase in
complexity and inflow of risks into the E&S market, we do not believe there is a reasonable likelihood there will be a
77
material change in the estimates or assumptions used to calculate impairments or useful lives of amortizable intangible
assets. However, if actual results are not consistent with our estimates and assumptions, we may be exposed to an
acceleration of amortization or impairment losses that could be material.
Contingent Consideration
The Company recognizes contingent consideration liabilities and contingently returnable consideration
resulting from certain business combinations. We estimate the fair value of these contingent consideration arrangements
using Level 3 inputs that require the use of numerous assumptions and Monte Carlo simulations, which may change based
on the occurrence of future events and lead to increased or decreased operating income in future periods. Estimating the
fair value at the acquisition date and in subsequent periods involves significant judgments, including projecting the future
financial performance of the acquired businesses. The Company updates its assumptions each reporting period based on
new developments and records such amounts at fair value based on the revised assumptions. For significant acquisitions we
may use independent third-party valuation specialists to assist us in determining the fair value of assets acquired and
liabilities assumed. Refer to “ Note 15 , Fair Value Measurements ” in the consolidated financial statements in this Annual
Report for further information on the assumptions used in the fair value of contingent consideration.
As of December 31, 2024 , the Company had eight contingent consideration liability arrangements
outstanding, with an aggregate fair value of $129.1 million . If remaining targets were to be met for these contingent
consideration arrangements, the maximum amount of the liability would be $563.1 million as of December 31, 2024 , and
the additional expense would be recorded over the next 3.3 years in Change in contingent consideration within the
Consolidated Statements of Income. As of December 31, 2024 , the Company had one contingently returnable consideration
arrangement outstanding for $5.5 million . The maximum amount of the asset would be $18.8 million as of December 31,
2024 , if certain targets were not achieved , and the additional income would be recorded over the next 2.3 years in Change
in contingent consideration within the Consolidated Statements of Income. Refer to “ Note 4 , Mergers and Acquisitions ” in
the consolidated financial statements in this Annual Report for further information on business combinations and
contingent consideration.
Income Taxes
As of December 31, 2024 and 2023 , $448.3 million and $383.8 million , respectively, of Deferred tax assets
were recorded on the Consolidated Balance Sheets. Deferred income taxes are recognized for the expected future tax
consequences attributable to temporary differences between the carrying amount of the existing tax assets and liabilities
and their respective tax basis. The primary item giving rise to temporary differences is the Company’s investment in the
LLC. As of December 31, 2024 and 2023 , the Company’s deferred tax asset in the Company’s investment in the LLC was
$429.9 million and $375.2 million , respectively.
In determining the provision for income taxes, we make estimates and judgments which affect our
evaluation of the carrying value of our deferred tax assets as well as our calculation of certain tax liabilities. We evaluate
these assets on a quarterly basis to conclude whether they are more likely than not to be realized. In completing this
evaluation related to the Company’s deferred tax asset in the investment in the LLC, we consider all available positive and
negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income,
tax-planning strategies, carryback potential if permitted under the applicable tax law, and results of recent operations.
Projected future taxable income is based on Board-approved budgets and long-term assumptions, which include revenue
growth and operating margins, among other factors. Estimating future taxable income is inherently uncertain and requires
judgment. We exclude any projected M&A activity from this evaluation.
To the extent we do not generate sufficient federal taxable income to realize a deferred tax asset in any
given year, it would result in a federal net operating loss (“NOL”) that is available to us to utilize over an indefinite
carryforward period to fully realize the deferred tax assets. Given our historical ability to generate federal taxable income
and our projected future taxable income, and the indefinite carryforward period available for federal NOLs, we consider it
more likely than not that we will realize this deferred tax asset. If we determine in the future that we will not be able to
fully utilize all or part of this deferred tax asset, we would record a valuation allowance through earnings in the period the
determination was made, which would have an adverse effect on our results of operations and earnings in those future
periods.
Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future.
Other than those potential impacts, we do not believe there is a reasonable likelihood there will be a material change in our
tax related balances or valuation allowances. However, due to the complexity of some of these uncertainties, the ultimate
resolution may result in a payment that is materially different from the current estimate of the tax liabilities
78
Tax Receivable Agreement Liabilities
In connection with the Organizational Transactions and IPO, the Company entered into a TRA with current
and certain former LLC Unitholders. Amounts payable under the TRA are contingent upon, among other things, (i) the
generation of future taxable income over the term of the TRA and (ii) future changes in tax laws, including tax rate
changes. If we do not generate sufficient taxable income in the aggregate over the term of the TRA to utilize the tax
benefits, then we would not be required to make the related TRA payments. Therefore, we only recognize a liability for
TRA payments if we determine it is probable that we will generate sufficient future taxable income over the term of the
TRA to utilize the related tax benefits. Projecting future taxable income is inherently uncertain and requires judgment. In
projecting future taxable income, we consider our historical results and incorporate assumptions from our Board-approved
budgets and longer-term assumptions, which include revenue growth and operating margins, among other factors. We
exclude any projected M&A activity from this evaluation.
As of December 31, 2024 and 2023 , we recognized $436.3 million and $358.9 million , respectively, of
liabilities relating to our obligations under the TRA, after concluding that it was probable that we would have sufficient
future taxable income to utilize the related tax benefits. There were no transactions subject to the TRA for which we did not
recognize the related liability, as we concluded that we would have sufficient future taxable income to utilize all of the
related tax benefits that have been generated since the IPO. If a valuation allowance is recorded against the deferred tax
assets subject to the TRA in a future period, the corresponding TRA liability may not be considered probable, resulting in
the liability being removed from the Consolidated Balance Sheets and recorded in Other non-operating loss on the
Consolidated Statements of Income. Refer to “ Note 18 , Income Taxes ” in the consolidated financial statements in this
Annual Report for further information on the estimates involved in income taxes and the TRA liability.
Recent Accounting Pronouncements
For a description of recently issued accounting pronouncements see “ Note 2 , Summary of Significant
Accounting Policies ” in the footnotes to the consolidated financial statements in this Annual Report.
79
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to various market risks in the day-to-day operations of our business. Market risk is the potential
loss arising from adverse changes in market rates and prices, such as interest and foreign currency exchange rates.
Foreign Currency Risk
For the year ended December 31, 2024 , approximately 5% of revenues were generated from activities in the
United Kingdom, Europe, Canada, India, and Singapore . We are exposed to currency risk from the potential changes
between the exchange rates of the US Dollar, British Pound, Euro, Swedish Krona, Danish Krone, Canadian Dollar,
Singapore Dollar and other currencies. The exposure to foreign currency risk from the potential changes between the
exchange rates between the USD and other currencies is immaterial.
Interest Rate Risk and Credit Risk
Certain of the Company’s revenues, expenses, assets and liabilities are exposed to the impact of interest rate
changes. Interest rate risk and credit risk to counterparties generated from the Company’s Cash and cash equivalents, and
Cash and cash equivalents held in a fiduciary capacity will fluctuate with the general level of interest rates.
As of December 31, 2024 , we had $1,700.0 million of outstanding principal on our Term Loan borrowings,
which bears interest on a floating rate, subject to a 0.00% floor. We are subject to Adjusted Term SOFR interest rate
changes and exposure in excess of the floor. The fair value of the Term Loan approximates the carrying amount as of
December 31, 2024 , as determined based upon information available.
On April 7, 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 for an upfront cost of $25.5 million . The interest rate cap has a
$1,000.0 million notional amount, 2.75% strike, and terminates on December 31, 2025.
Based on the below balances as of December 31, 2024 , the impact of a hypothetical 100 basis point (BPS)
increase or decrease in year-end prevailing short-term interest rates for one year would be:
(in thousands)
Balance at
December 31, 2024
100 BPS
Increase
100 BPS
Decrease
Cash and cash equivalents
$ 540,203
$ (5,402)
$ 5,402
Term Loan principal outstanding (1)
1,700,000
17,000
$ (17,000)
Interest rate cap notional amount (2)
1,000,000
(10,000)
$ 10,000
Net exposure to Interest expense, net
1,598
(1,598)
Cash and cash equivalents held in a fiduciary capacity
1,140,602
11,406
$ (11,406)
Net exposure to Fiduciary investment income
$ 11,406
$ (11,406)
Impact to Net income
$ 9,808
$ (9,808)
(1) To the extent SOFR falls below 0.00% , the impact of a change in interest rates is zero.
(2) To the extent interest rates fall below 2.75% , the impact of a change in interest rates is zero.
In addition to interest rate risk, our cash investments and fiduciary cash holdings are subject to potential loss of
value due to counterparty credit risk. To minimize this risk, the Company and its subsidiaries hold funds pursuant to an
investment policy approved by our Board. The policy mandates the preservation of principal and liquidity and requires
broad diversification with counter-party limits assigned based primarily on credit rating and type of investment. The
Company carefully monitors its cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity, and
plans to further restrict the portfolio as appropriate with respect to market conditions. The majority of Cash and cash
equivalents and Cash and cash equivalents held in a fiduciary capacity are held in demand deposit accounts and short-term
investments, consisting principally of AAA-rated money market funds and treasury bills, having original maturities of 90
days or less.
80
Other financial instruments consist of Cash and cash equivalents, Commissions and fees receivable – net, Other
current assets, and Accounts payable and accrued liabilities. The carrying amounts of Cash and cash equivalents,
Commissions and fees receivable – net, and Accounts payable and accrued liabilities approximate fair value because of the
short-term nature of the instruments.
81
82
Report of Independent Registered Public Accounting Firm
To the shareholders and the Board of Directors of Ryan Specialty Holdings, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Ryan Specialty Holdings, Inc., and subsidiaries (the
“Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income,
stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related
notes (collectively referred to as the “financial statements”). We also have audited the Company’s internal control over
financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the
Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of
America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013)
issued by COSO.
As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its
assessment the internal control over financial reporting at December 31, 2024, Castel Underwriting Agencies Limited
(“Castel”), US Assure Insurance Services of Florida, Inc. (“US Assure”), and Innovisk Capital Partners (“Innovisk”),
which were acquired on May 1, 2024, August 30, 2024, and November 4, 2024, respectively, and whose assets (excluding
goodwill) constitute 1.9%, 1.5%, and 0.7%, respectively, of the total consolidated assets as of December 31, 2024, and
whose net commissions and fees revenue constitute 1.5%, 1.8%, and 0.4%, respectively, of total consolidated net
commissions and fees revenue, for the year ended December 31, 2024. Accordingly, our audit did not include the internal
control over financial reporting at Castel, US Assure, and Innovisk.
Basis for Opinions
The Company’s management is responsible for these financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management Report on Internal Control. Our responsibility is to express an opinion on these financial
statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material
respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the
financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our
audits also included performing such other procedures as we considered necessary in the circumstances. We believe that
our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
83
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below arises from the current-period audit of the financial statements that were
communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are
material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole,
and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter
or on the accounts or disclosures to which they relate.
Mergers and Acquisitions – Valuation of Certain Newly Acquired Customer Relationships — Refer to Notes 2, 4, and 7
to the consolidated financial statements
Critical Audit Matter Description
The Company completed the acquisitions of Castel, US Assure, and Innovisk during the year ended December 31, 2024,
and allocated $923.8 million of purchase consideration to customer relationships. The Company accounts for transactions
that represent business combinations under the acquisition method of accounting, which requires the Company to allocate
the total consideration transferred for each acquisition to the assets acquired and liabilities assumed based on their fair
values as of the date of acquisition, including identifiable intangible assets.
The allocation of the total consideration for Castel, US Assure, and Innovisk utilizes significant estimates in determining
the fair values of identifiable assets acquired, especially with respect to intangible assets. Estimating the fair value for
Castel, US Assure, and Innovisk, at the applicable acquisition dates, involves significant judgments, including projecting
the future financial performance of the acquired businesses.
Auditing the purchase price allocated to identifiable intangible assets, specifically customer relationships, involved a high
degree of auditor judgment related to management’s assumptions and estimates. The significant assumptions used to
estimate the fair value of the customer relationships included discount rates, attrition rates, and revenue growth rates. These
assumptions are forward-looking and could be affected by future economic and market conditions.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the valuation of acquired customer relationships for Castel, US Assure, and Innovisk
included the following, among others:
• We tested the design, implementation and operating effectiveness of internal controls that address the risks of
material misstatements relating to the purchase price allocated to customer relationships, including management’s
controls over the assumption setting including discount rates, attrition rates, and revenue growth rates.
• We performed sensitivity analyses to evaluate the impact of changes in assumptions to the valuation of the
customer relationships.
• We compared the purchase price allocated to customer relationships to comparable transactions within the
industry.
• With the assistance of our internal fair value specialists, we performed the following:
◦ We evaluated the reasonableness of the valuation methodology.
◦ We evaluated the reasonableness of significant assumptions used to estimate purchase price allocated to
customer relationships including discount rates, attrition rates, and revenue growth rates.
◦ We reperformed the mathematical accuracy of the calculation of customer relationships.
84
/s/ Deloitte & Touche LLP
Chicago, Illinois
February 21, 2025
We have served as the Company’s auditor since 2011.
85
Ryan Specialty Holdings, Inc.
Consolidated Statements of Income
(In thousands, except share and per share data)
Year Ended December 31,
2024
2023
2022
REVENUE
Net commissions and fees
$ 2,455,671
$ 2,026,596
$ 1,711,861
Fiduciary investment income
60,039
50,953
13,332
Total revenue
$ 2,515,710
$ 2,077,549
$ 1,725,193
EXPENSES
Compensation and benefits
1,591,077
1,321,029
1,128,981
General and administrative
352,050
276,181
196,971
Amortization
157,845
106,799
103,601
Depreciation
9,785
9,038
5,690
Change in contingent consideration
( 22,859 )
5,421
442
Total operating expenses
$ 2,087,898
$ 1,718,468
$ 1,435,685
OPERATING INCOME
$ 427,812
$ 359,081
$ 289,508
Interest expense, net
158,448
119,507
104,829
Loss (income) from equity method investment in related party
( 18,231 )
( 8,731 )
414
Other non-operating loss
15,041
10,380
5,073
INCOME BEFORE INCOME TAXES
$ 272,554
$ 237,925
$ 179,192
Income tax expense
42,641
43,445
15,935
NET INCOME
$ 229,913
$ 194,480
$ 163,257
Net income attributable to non-controlling interests, net of tax
135,248
133,443
102,205
NET INCOME ATTRIBUTABLE TO RYAN SPECIALTY
HOLDINGS, INC.
$ 94,665
$ 61,037
$ 61,052
NET INCOME PER SHARE OF CLASS A COMMON
STOCK:
Basic
$ 0.78
$ 0.53
$ 0.57
Diluted
$ 0.71
$ 0.52
$ 0.52
WEIGHTED-AVERAGE SHARES OF CLASS A COMMON
STOCK OUTSTANDING:
Basic
120,781,234
114,359,968
108,616,420
Diluted
132,891,487
125,745,139
265,750,444
Refer to Notes to the Consolidated Financial Statements
86
Ryan Specialty Holdings, Inc.
Consolidated Statements of Comprehensive Income
(In thousands)
Year Ended December 31,
2024
2023
2022
NET INCOME
$ 229,913
$ 194,480
$ 163,257
Net income attributable to non-controlling interests, net of tax
135,248
133,443
102,205
NET INCOME ATTRIBUTABLE TO RYAN SPECIALTY
HOLDINGS, INC.
$ 94,665
$ 61,037
$ 61,052
Other comprehensive income (loss), net of tax:
Gain on interest rate cap
5,613
4,359
9,010
(Gain) on interest rate cap reclassified to earnings
( 8,875 )
( 7,727 )
( 945 )
Foreign currency translation adjustments
( 3,992 )
825
( 1,670 )
Change in share of equity method investment in related party
other comprehensive income (loss)
2,382
( 416 )
( 2,074 )
Total other comprehensive income (loss), net of tax
$ ( 4,872 )
$ ( 2,959 )
$ 4,321
COMPREHENSIVE INCOME ATTRIBUTABLE TO RYAN
SPECIALTY HOLDINGS, INC.
$ 89,793
$ 58,078
$ 65,373
Refer to Notes to the Consolidated Financial Statements
87
Ryan Specialty Holdings, Inc.
Consolidated Balance Sheets
(In thousands, except share and per share data)
December 31, 2024
December 31, 2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$ 540,203
$ 838,790
Commissions and fees receivable – net
389,758
294,195
Fiduciary cash and receivables
3,739,727
3,131,660
Prepaid incentives – net
9,219
8,718
Other current assets
109,951
62,229
Total current assets
$ 4,788,858
$ 4,335,592
NON-CURRENT ASSETS
Goodwill
2,646,676
1,646,482
Customer relationships
1,392,048
572,416
Other intangible assets
83,674
38,254
Prepaid incentives – net
17,442
15,103
Equity method investment in related party
70,877
46,099
Property and equipment – net
50,209
42,427
Lease right-of-use assets
133,256
127,708
Deferred tax assets
448,289
383,816
Other non-current assets
18,589
39,312
Total non-current assets
$ 4,861,060
$ 2,911,617
TOTAL ASSETS
$ 9,649,918
$ 7,247,209
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities
$ 249,200
$ 136,340
Accrued compensation
486,322
419,560
Operating lease liabilities
22,107
21,369
Short-term debt and current portion of long-term debt
51,732
35,375
Fiduciary liabilities
3,739,727
3,131,660
Total current liabilities
$ 4,549,088
$ 3,744,304
NON-CURRENT LIABILITIES
Accrued compensation
49,362
24,917
Operating lease liabilities
159,231
154,457
Long-term debt
3,231,128
1,943,837
Tax Receivable Agreement liabilities
436,296
358,898
Deferred tax liabilities
39,922
55
Other non-current liabilities
86,606
41,097
Total non-current liabilities
$ 4,002,545
$ 2,523,261
TOTAL LIABILITIES
$ 8,551,633
$ 6,267,565
STOCKHOLDERS’ EQUITY
Class A common stock ( $ 0.001 par value; 1,000,000,000 shares authorized, 125,411,089 and 118,593,062
shares issued and outstanding at December 31, 2024 and 2023 , respectively)
125
119
Class B common stock ( $ 0.001 par value; 1,000,000,000 shares authorized, 136,456,313 and 141,621,188
shares issued and outstanding at December 31, 2024 and 2023 , respectively)
136
142
Class X common stock ( $ 0.001 par value; 10,000,000 shares authorized, 640,784 shares issued and 0
outstanding at December 31, 2024 and 2023 )
—
—
Preferred stock ( $ 0.001 par value; 500,000,000 shares authorized, 0 shares issued and outstanding at
December 31, 2024 and 2023 )
—
—
Additional paid-in capital
506,258
441,997
Retained earnings
122,939
114,420
Accumulated other comprehensive income (loss)
( 1,796 )
3,076
Total stockholders’ equity attributable to Ryan Specialty Holdings, Inc.
$ 627,662
$ 559,754
Non-controlling interests
470,623
419,890
Total stockholders’ equity
$ 1,098,285
$ 979,644
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$ 9,649,918
$ 7,247,209
Refer to Notes to the Consolidated Financial Statements
88
Ryan Specialty Holdings, Inc.
Consolidated Statements of Cash Flows
(In thousands)
Year Ended December 31,
2024
2023
2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
$ 229,913
$ 194,480
$ 163,257
Adjustments to reconcile net income to cash flows provided by operating activities:
Loss (income) from equity method investment in related party
( 18,231 )
( 8,731 )
414
Amortization
157,845
106,799
103,601
Depreciation
9,785
9,038
5,690
Prepaid and deferred compensation expense
30,834
12,192
28,831
Non-cash equity-based compensation
78,995
69,743
77,480
Amortization of deferred debt issuance costs
23,930
12,172
12,054
Amortization of interest rate cap premium
6,955
6,955
4,636
Deferred income tax expense
16,798
7,134
8,986
Deferred income tax expense from common control reorganizations
9,519
18,356
—
(Gain) loss on Tax Receivable Agreement
( 2,099 )
11,170
5,553
Changes in operating assets and liabilities, net of acquisitions:
Commissions and fees receivable – net
( 22,007 )
( 44,185 )
( 20,370 )
Accrued interest liability
20,337
934
7,776
Other current and non-current assets
( 20,668 )
5,773
( 19,127 )
Other current and non-current liabilities
( 7,038 )
75,373
( 43,267 )
Total cash flows provided by operating activities
$ 514,868
$ 477,203
$ 335,514
CASH FLOWS FROM INVESTING ACTIVITIES
Business combinations – net of cash acquired and cash held in a fiduciary capacity
( 1,708,737 )
( 446,682 )
—
Capital expenditures
( 47,001 )
( 29,776 )
( 15,043 )
Asset acquisitions
—
—
( 7,714 )
Repayments of prepaid incentives
—
228
337
Total cash flows used in investing activities
$ ( 1,755,738 )
$ ( 476,230 )
$ ( 22,420 )
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Senior Secured Notes
1,187,400
—
394,000
Borrowings on Revolving Credit Facility
1,250,000
—
—
Repayments on Revolving Credit Facility
( 1,250,000 )
—
—
Debt issuance costs paid
( 25,536 )
—
( 2,369 )
Proceeds from term debt
107,625
—
—
Repayment of term debt
( 8,250 )
( 16,500 )
( 16,500 )
Payment of interest rate cap premium, net
—
—
( 23,326 )
Payment of contingent consideration
—
( 4,477 )
( 6,241 )
Tax distributions to non-controlling LLC Unitholders
( 82,702 )
( 71,674 )
( 39,883 )
Receipt of taxes related to net share settlement of equity awards
27,930
7,811
7,168
Taxes paid related to net share settlement of equity awards
( 27,460 )
( 8,785 )
( 7,168 )
Payment of Tax Receivable Agreement liabilities
( 21,578 )
( 16,206 )
( 8,309 )
Dividends paid to Class A common shareholders
( 80,236 )
—
—
Distributions to non-controlling LLC Unitholders
( 22,209 )
—
—
Payment of accrued return on Ryan Re preferred units
( 2,130 )
—
—
Finance lease and other costs paid
—
—
( 36 )
Net change in fiduciary liabilities
114,003
97,221
17,420
Total cash flows provided by (used in) financing activities
$ 1,166,857
$ ( 12,610 )
$ 314,756
Effect of changes in foreign exchange rates on cash, cash equivalents, and cash and
cash equivalents held in a fiduciary capacity
( 1,514 )
584
( 126 )
NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH AND CASH
EQUIVALENTS HELD IN A FIDUCIARY CAPACITY
$ ( 75,527 )
$ ( 11,053 )
$ 627,724
CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD
IN A FIDUCIARY CAPACITY—Beginning balance
1,756,332
1,767,385
1,139,661
CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD
IN A FIDUCIARY CAPACITY—Ending balance
$ 1,680,805
$ 1,756,332
$ 1,767,385
Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a
fiduciary capacity
Cash and cash equivalents
$ 540,203
$ 838,790
$ 992,723
Cash and cash equivalents held in a fiduciary capacity
1,140,602
917,542
774,662
Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary
capacity
$ 1,680,805
$ 1,756,332
$ 1,767,385
Refer to Notes to the Consolidated Financial Statements
89
Ryan Specialty Holdings, Inc.
Consolidated Statements of Stockholders ’ Equity
(In thousands, except share data)
Class A
Common Stock
Class B
Common Stock
Shares
Amount
Shares
Amount
Additional
Paid-in
Capital
Retained
Earnings
(Accumulated
Deficit)
Accumulated
Other
Comprehensive
Income
Non-
controlling
Interests
Total
Stockholders’
Equity
Balance at December 31, 2021
109,894,548
$ 110
149,162,107
$ 149
$ 348,865
$ ( 7,064 )
$ 1,714
$ 251,003
$ 594,777
Net income
—
—
—
—
—
61,052
—
102,205
163,257
Issuance of common stock
599,559
1
17,856
—
771
—
—
—
772
Exchange of LLC equity for common stock
1,968,793
2
( 1,965,688 )
( 2 )
8,937
—
—
( 8,937 )
—
Forfeiture of common stock
( 25,075 )
( 1 )
—
—
—
—
—
—
( 1 )
Tax Receivable Agreement liability and
deferred taxes arising from LLC interest
ownership changes
—
—
—
—
( 1,501 )
—
—
—
( 1,501 )
Distributions declared for non-controlling
interest holders’ tax
—
—
—
—
—
—
—
( 28,728 )
( 28,728 )
Change in share of equity method investment
in related party other comprehensive loss
—
—
—
—
—
—
( 2,074 )
( 3,700 )
( 5,774 )
Gain on interest rate cap, net
—
—
—
—
—
—
8,065
14,149
22,214
Foreign currency translation adjustments
—
—
—
—
—
—
( 1,670 )
( 3,014 )
( 4,684 )
Equity-based compensation
—
—
—
—
61,051
—
—
16,429
77,480
Balance at December 31, 2022
112,437,825
$ 112
147,214,275
$ 147
$ 418,123
$ 53,988
$ 6,035
$ 339,407
$ 817,812
Net income
—
—
—
—
—
61,037
—
133,443
194,480
Issuance of common stock
546,045
1
62,452
1
1,227
—
—
1,467
2,696
Forfeiture and retirement of common stock
( 53,404 )
—
—
—
464
( 605 )
—
—
( 141 )
Exchange of LLC equity for common stock
5,662,596
6
( 5,655,539 )
( 6 )
10,452
—
—
( 10,452 )
—
Equity awards withheld for settlement of
employee tax obligations
—
—
—
—
—
—
—
( 975 )
( 975 )
Tax Receivable Agreement liability and
deferred taxes arising from LLC interest
ownership changes
—
—
—
—
( 41,342 )
—
—
18,906
( 22,436 )
Distributions declared for non-controlling
interest holders’ tax
—
—
—
—
—
—
—
( 74,554 )
( 74,554 )
Change in share of equity method investment
in related party other comprehensive loss
—
—
—
—
—
—
( 416 )
( 557 )
( 973 )
Loss on interest rate cap, net
—
—
—
—
—
—
( 3,368 )
( 4,765 )
( 8,133 )
Foreign currency translation adjustments
—
—
—
—
—
—
825
1,300
2,125
Equity-based compensation
—
—
—
—
53,073
—
—
16,670
69,743
Balance at December 31, 2023
118,593,062
$ 119
141,621,188
$ 142
$ 441,997
$ 114,420
$ 3,076
$ 419,890
$ 979,644
90
Class A
Common Stock
Class B
Common Stock
Shares
Amount
Shares
Amount
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Non-
controlling
Interests
Total
Stockholders’
Equity
Balance at December 31, 2023
118,593,062
$ 119
141,621,188
$ 142
$ 441,997
$ 114,420
$ 3,076
$ 419,890
$ 979,644
Net income
—
—
—
—
—
94,665
—
135,248
229,913
Issuance of common stock
1,466,728
1
41,254
—
4,293
—
—
4,849
9,143
Forfeiture and retirement of common stock
( 32,107 )
—
—
—
1,126
( 1,418 )
—
—
( 292 )
Exchange of LLC equity for common stock
5,383,406
5
( 5,206,129 )
( 6 )
9,326
—
—
( 9,325 )
—
Equity awards withheld for settlement of
employee tax obligations
—
—
—
—
—
—
—
( 284 )
( 284 )
Class A common stock dividends and
Dividend Equivalents
—
—
—
—
—
( 84,728 )
—
—
( 84,728 )
Distributions and Declared Distributions to
non-controlling LLC Unitholders
—
—
—
—
—
—
—
( 22,711 )
( 22,711 )
Tax Receivable Agreement liability and
deferred taxes arising from LLC interest
ownership changes
—
—
—
—
( 3,323 )
—
—
7,552
4,229
Distributions declared for non-controlling
interest holders’ tax
—
—
—
—
—
—
—
( 84,798 )
( 84,798 )
Change in share of equity method investment
in related party other comprehensive income
—
—
—
—
—
—
2,382
3,326
5,708
Loss on interest rate cap, net
—
—
—
—
—
—
( 3,262 )
( 4,358 )
( 7,620 )
Foreign currency translation adjustments
—
—
—
—
—
—
( 3,992 )
( 4,922 )
( 8,914 )
Equity-based compensation
—
—
—
—
52,839
—
—
26,156
78,995
Balance at December 31, 2024
125,411,089
$ 125
136,456,313
$ 136
$ 506,258
$ 122,939
$ ( 1,796 )
$ 470,623
$ 1,098,285
Refer to Notes to the Consolidated Financial Statements
91
Ryan Specialty Holdings, Inc.
Notes to the Consolidated Financial Statements
(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 through one operating segment, Ryan Specialty. With the
exception of the Company’s equity method investment, the Company does not take on any underwriting risk.
The Company is headquartered in Chicago, Illinois, and has operations in the United States, the United Kingdom, Europe,
Canada, India, and Singapore . The Company’s Class A common stock is traded on the New York Stock Exchange under
the ticker symbol “RYAN”.
Organization
Ryan Specialty Holdings, Inc., was formed as a Delaware corporation on March 5, 2021, for the purpose of completing an
IPO and to carry on the business of the LLC. New Ryan Specialty, LLC, or New LLC, was formed as a Delaware limited
liability company on April 20, 2021, for the purpose of becoming, subsequent to our IPO, an intermediate holding
company between Ryan Specialty Holdings, Inc., and the LLC. The Company is the sole managing member of New LLC.
New LLC is a holding company with its sole material asset being a controlling equity interest in the LLC. The Company
operates and controls the business and affairs of the LLC through New LLC and, through the LLC, conducts its business.
Accordingly, the Company consolidates the financial results of New LLC, and therefore the LLC, and reports the non-
controlling interests of New LLC’s Common Units on its consolidated financial statements. As the LLC is substantively
the same as New LLC, for the purpose of this document, we will refer to both New LLC and the LLC as the “LLC”. As of
December 31, 2024 , the Company owned 47.9 % of the outstanding LLC Common Units.
Basis of Presentation
The accompanying consolidated financial statements and notes thereto have been prepared in accordance with U.S. GAAP.
The consolidated financial statements include the Company’s accounts and those of all controlled subsidiaries. In the
opinion of management, the consolidated financial statements include all normal recurring adjustments necessary to present
fairly the Company’s consolidated financial position, results of operations, and cash flows for all periods presented. Certain
prior period amounts in the Consolidated Statements of Cash Flows have been reclassified to conform to the current year
presentation.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries that it controls due to
ownership of a majority voting interest or pursuant to variable interest entity (“VIE”) accounting. All intercompany
transactions and balances have been eliminated in consolidation.
The Company, through its intermediate holding company, New LLC, owns a minority economic interest in, and operates
and controls the businesses and affairs of, the LLC. The LLC is a VIE of the Company and the Company is the primary
beneficiary of the LLC as the Company has both the power to direct the activities that most significantly impact the LLC’s
economic performance and has the obligation to absorb losses of, and receive benefits from, the LLC, which could be
significant to the Company. Accordingly, the Company has prepared these consolidated financial statements in accordance
with Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”). ASC 810 requires that if an entity is
the primary beneficiary of a VIE, the assets, liabilities, and results of operations of the VIE should be included in the
consolidated financial statements of such entity. The Company’s relationship with the LLC results in no recourse to the
general credit of the Company and the Company has no contractual requirement to provide financial support to the LLC.
The Company shares in the income and losses of the LLC in direct proportion to the Company’s ownership percentage.
92
Use of Estimates
The preparation of the consolidated financial statements and notes thereto requires management to make estimates,
judgments, and assumptions that affect the amounts reported in the consolidated financial statements and in the notes
thereto. Such estimates and assumptions could change in the future as circumstances change or more information becomes
available, which could affect the amounts reported and disclosed herein.
2 . SUMMARY OF SIGNIFICANT A CCOUNTING POLICIES
Segment Reporting
In accordance with ASC 280, Segment Reporting , Ryan Specialty’s operations are reported as a single operating and
reporting segment . See Note 20 , Segment Reporting , for additional information on the Company’s s egment reporting .
Revenue Recognition
The Company generates revenues primarily through commissions and fees from customers, as well as compensation from
insurance and reinsurance companies for services provided to them.
The Company incurs both costs to fulfill contracts, principally in pre-placement activities, and costs to obtain contracts,
principally through certain sales commissions paid to employees. For situations in which the renewal period is one year or
less and renewal costs are commensurate with the initial contract, the Company applies a practical expedient and
recognizes the costs of obtaining a contract as an expense when incurred.
Net Commissions and Policy Fees
Net commissions and policy fees revenue is primarily based on a percentage of premiums or fees received for an agreed-
upon level of service. The Company’s customers for this revenue stream are agents of the insured. The net commissions
and policy fees are recognized at the point in time when an insurance policy is bound and issued, which occurs on the later
of the policy effective date or the date the Company receives a request to bind coverage from the customer. Most insurance
premiums are subject to cancellations; therefore, commission revenue is considered to be variable consideration at the
contract effective date and is recognized net of a constraint for estimated policy cancellations. Estimated policy
cancellations are based upon the Company’s historical cancellations. Any endorsement made to a contract is treated as a
new contract with revenue recognized on the later of the endorsement effective date or the date the Company receives a
request to bind coverage from the customer.
Supplemental and Contingent Commissions
Supplemental and contingent commissions are additional revenues paid to the Company based on the volume and/or
underwriting profitability of the eligible insurance contracts placed. The Company’s performance obligation is satisfied and
revenue is recognized over time using the output method as the Company places eligible or profitable policies. For this
revenue stream, the customer is the carrier as the carrier is the entity that will ultimately pay the Company additional
revenues once certain volume and profitability targets are achieved by the carrier. Because of the limited visibility into the
satisfaction of performance indicators outlined in the contracts, the Company constrains such revenues until the time that
the carrier provides explicit confirmation of amounts owed to the Company to avoid a significant reversal of revenue in a
future period. The uncertainty regarding the ultimate transaction price for contingent commissions is principally the
profitability of the underlying insurance policies placed as determined by the development of loss ratios maintained by the
carriers. The uncertainty is resolved over the contractual term as actual results are achieved.
Loss Mitigation Fees
Loss mitigation fees, or mergers and acquisitions (“M&A”) fees, consist of revenue earned from the review of due
diligence and other relevant information in underwriting a risk. The customer of this revenue stream is the agent of the
insured. The performance obligation is the production of an Expense Agreement (“EA”) or Letter of Intent (“LOI”). As the
M&A fees are not dependent on the outcome of the risk being insured, the Company recognizes these fees at the point in
time when control transfers to the customer, which occurs on the effective date of an executed EA or LOI.
Disaggregation of Revenue
Wholesale Brokerage revenue primarily includes insurance commissions and fees for services rendered to retail agents and
brokers, as well as supplemental and contingent commissions from carriers. Wholesale Brokerage distributes a wide range
93
and diversified mix of specialty property, casualty, professional lines, and workers’ compensation insurance products from
insurance carriers to retail brokerage firms.
Binding Authority revenue primarily includes insurance commissions for services rendered, as well as supplemental and
contingent commissions from carriers. The Company’s binding authorities receive underwriting authority from a variety of
carriers for both Admitted and non-admitted business for small to mid-size risks. Wholesale binding authorities generally
have authority to bind coverage on behalf of an insurance carrier for a specific type of risk, subject to agreed-upon
guidelines and limits. Wholesale binding authorities receive submissions for insurance directly from retail brokers, evaluate
price, make underwriting decisions regarding these submissions, and bind and issue policies on behalf of insurance carriers.
Wholesale binding authorities are typically created to handle large volumes of small-premium policies across commercial
and personal lines within strictly defined underwriting criteria. Binding authorities allow the insured to access additional
capital, and the carrier to efficiently aggregate its distribution.
Underwriting Management revenue primarily includes insurance commissions for services rendered, including contingent
commissions for placing profitable business with carrier partners, as well as loss mitigation fees. Underwriting
Management provides retail and wholesale brokers specialty market expertise in distinct and complex market niches
underserved in today’s marketplace through MGUs, which act on behalf of insurance carriers that have given the Company
the authority to underwrite and bind coverage for sp ecific risks in a cost-effective manner, and programs that offer
commercial and personal insurance for specific product lines or industry classes.
Contract Balances
Contract assets, which arise primarily from the Company’s supplemental and contingent commission arrangements and
medical stop loss business, are included within Commissions and fees receivable – net on the Consolidated Balance Sheets.
These assets relate to the unbilled amounts of services for which the Company recognizes revenue over time. Payment
related to contract assets is typically due within one year of the completed performance obligation. Occasionally, the
Company receives cash payments from customers in advance of the Company’s performance obligation being satisfied,
which represent a contract liability. Contract liabilities are recognized as revenue when the performance obligations are
satisfied.
Cash and Cash Equivalents
Cash and cash equivalents include cash in demand deposit accounts and short-term investments, consisting principally of
AAA-rated money market funds and treasury bills, having original maturities of 90 days or less. Interest income is
recognized in Interest expense, net on the Consolidated Statements of Income.
Commissions and Fees Receivable
The Company earns commissions and fees through its Wholesale Brokerage, Binding Authority and Underwriting
Management Specialties. The Company records a receivable once a performance obligation is satisfied. In some instances,
the Company advances premiums on behalf of clients, or advances claims payments and refunds to clients on behalf of
underwriters. These amounts are reflected within Commissions and fees receivable – net on the Consolidated Balance
Sheets.
The Company’s receivables are shown net of an allowance for credit losses, which is estimated based on a combination of
factors, including evaluation of historical write-offs, current economic conditions, aging of balances, and other qualitative
and quantitative analyses.
Fiduciary Assets, Fiduciary Liabilities, and Related Income
In its role as an insurance intermediary, the Company collects and remits amounts between insurance agents and brokers
and insurance underwriters. Because these amounts are collected on behalf of third parties, they are excluded from the
measurement of the transaction price. Similarly, the Company elected to exclude surplus lines taxes from the measurement
of the transaction price, as these are assessed by and remitted to governmental authorities. The Company recognizes
fiduciary amounts collectible and held on behalf of others, including insurance policyholders, clients, other insurance
intermediaries, and insurance carriers, as Fiduciary cash and receivables on the Consolidated Balance Sheets. Cash and
cash equivalents held in excess of the amount required to meet the Company’s fiduciary obligations are recognized as Cash
and cash equivalents on the Consolidated Balance Sheets. The Company recognizes premiums, claims payable, and surplus
lines taxes as Fiduciary liabilities on the Consolidated Balance Sheets. The Company does not have any rights or
94
obligations in connection with these amounts with the exception of segregating these amounts from the Company’s
operating accounts and liabilities.
Unremitted insurance premiums are held in a fiduciary capacity until disbursement. The Company holds these funds in
cash and, where permitted, cash equivalents, including AAA-rated money market funds registered with the U.S. Securities
and Exchange Commission under Rule 2a-7 of the Investment Company Act of 1940. Interest income is earned on the
unremitted funds, which is included in Fiduciary investment income in the Consolidated Statements of Income. Interest
earned on fiduciary funds held is not accounted for under ASC 606, Revenue from Contracts with Customers .
Goodwill and Intangible Assets
Goodwill
Goodwill represents the excess of consideration transferred over the fair value of the net assets acquired in the acquisition
of a business. The Company recognizes goodwill as the amount of consideration transferred which cannot be assigned to
other tangible or intangible assets and liabilities.
The Company reviews goodwill for impairment at least annually, and whenever events or changes in circumstances
indicate that the carrying value of the reporting unit may not be recoverable. In the performance of the annual evaluation,
the Company also considers qualitative and quantitative developments between the date of the goodwill impairment review
and the fiscal year end to determine if an impairment should be recognized.
The Company reviews goodwill for impairment at the reporting unit level, which coincides with the operating segment,
Ryan Specialty. The determinations of impairment indicators and the fair value of the reporting unit are based on estimates
and assumptions related to the amount and timing of future cash flows and future interest rates. Such estimates and
assumptions could change in the future as more information becomes available, which could impact the amounts reported
and disclosed herein.
Intangible Assets
Intangible assets consist primarily of customer relationships. Customer relationships are amortized over their estimated
useful lives, ranging fr o m one to fifteen years , in proportion with the realization of their economic benefit. Generally, the
Company uses outside valuation specialists to value acquired intangible assets. Other intangible assets include trade names
and internally developed software, which are amortized over their estimated lives, typically one to three years and between
four to seven years , respect ively. The Company has no indefinite-lived intangible assets.
Equity Method Investment
The Company uses the equity method to account for its investment in a related party for which the Company has the ability
to exercise significant influence, but not control, over the investee’s operating and financial policies. The equity method
investment in related party is recorded at cost and adjusted to recognize the Company’s proportionate share of the
investee’s net income or loss. The Company’s proportionate share of the other comprehensive income or loss from equity
method investments is reflected on the Consolidated Statements of Comprehensive Income. The Company’s equity method
investment in a related party is evaluated for impairment whenever events or changes in circumstances indicate that the
carrying value of the assets may not be recoverable. If the impairment is determined to be other-than-temporary, the
Company will recognize an impairment loss equal to the difference between the expected realizable value and the carrying
value of the investment.
Leases
The Company evaluates contracts entered into to determine whether the contract involves the use of an asset. The
Company then evaluates whether it controls the use of the asset, which is determined by assessing whether it obtains
substantially all economic benefits from the use of the asset, and whether it has the right to direct the use of the asset. If
these criteria are met and a lease has been identified, the Company accounts for the contract under the requirements of ASC
842, Leases .
The Company’s leased assets consist primarily of real estate for occupied offices and office equipment. Certain of these
leases have options permitting renewals for additional periods or clauses allowing for early termination, and where those
are reasonably certain to be executed, they are recognized as a component of the initial lease term. All of the Company’s
real estate leases and office equipment leases are recognized as operating leases. The Company also subleases some real
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estate properties to third parties, which are classified as operating leases. The Company recognizes lease payments for
short-term leases of twelve months or less on a straight-line basis over the lease term in the Consolidated Statements of
Income.
For leases in which an implicit rate is not provided in the contract, the Company uses an incremental borrowing rate based
on the information available at the lease commencement date in determining the present value of lease payments. The
Company does not account for separate lease components of a contract and its associated non-lease components as a single
lease component. Further, variable expenses related to real estate and equipment leases are expensed as incurred.
At the lease commencement for operating leases, the Company recognizes the total lease liability through the lease term as
the present value of all remaining payments, discounted by the rate determined at commencement on the Consolidated
Balance Sheets. Operating leases are included in Lease right-of-use assets, Current Operating lease liabilities, and Non-
current Operating lease liabilities on the Consolidated Balance Sheets. In the event the lease liability is remeasured due to a
change in the scope of, or the consideration for, a lease, an adjustment is made to the right-of-use asset. If a right-of-use
asset is impaired, the impairment charge is recognized within General and administrative expense in the Consolidated
Statements of Income.
Equity-Based Compensation
The Company issues equity-based awards to employees in the form of Restricted Stock, Restricted Stock Units (“RSUs”),
Performance Stock Units (“PSUs”), Stock Options, Restricted Common Units, Restricted LLC Units (“RLUs”),
Performance LLC Units (“PLUs”), and Class C Incentive Units. Compensation expense for equity awards is measured at
the grant date fair value. The grant date fair value of Restricted Stock and RSUs is based on the closing price of the
underlying stock the day prior to issuance. The grant date fair value of RLUs is valued consistently to RSUs less a discount
for the lower distributions that they are entitled to accrue. The grant date fair value of Stock Options is estimated using the
Black-Scholes option pricing model, and the grant date fair value of PSUs, PLUs, Restricted Common Units and Class C
Incentive Units is estimated using a Monte Carlo simulation based pricing model. These pricing models require
management to make assumptions with respect to the fair value of the equity awards on the grant date, including the
expected term of the award, the expected volatility of the Company’s stock based on a period of time generally
commensurate with the expected term of the award, risk-free interest rates, and expected dividend yields of the Company’s
Class A common stock, among other items including the Company’s Class A common stock price and taxable income
forecasts. These assumptions reflect the Company’s best estimates, but they involve inherent uncertainties based on market
conditions generally outside the control of the Company. As a result, if other assumptions are used, compensation expense
could be materially impacted.
The Company accounts for equity-based compensation in accordance with ASC 718, Compensation- Stock Compensation
(“ASC 718”). In accordance with ASC 718, compensation expense is measured at estimated fair value of the equity-based
awards and is expensed over the vesting period during which an employee provides service in exchange for the award.
Compensation expense is recognized using the graded vesting attribution method and forfeitures are accounted for as they
occur. Equity-based compensation expense is recorded in Compensation and benefits on the Consolidated Statements of
Income. See Note 11 , Equity-Based Compensation , for additional information on the Company’s equity-based
compensation awards.
Earnings Per Share
Basic earnings per share is computed by dividing net earnings attributable to Ryan Specialty Holdings, Inc., by the number
of weighted average shares of Class A common stock outstanding during the period. Diluted earnings per share is
computed by dividing net earnings attributable to Ryan Specialty Holdings, Inc., by the number of weighted-average shares
of Class A common stock outstanding during the period after adjusting for the impact of securities that would have a
dilutive effect on earnings per share. See Note 12 , Earnings Per Share , for additional information on dilutive securities.
Derivative Instruments and Hedging Activities
The Company uses derivative financial instruments to manage the risk profile of existing underlying exposures, including
changes in interest rates and foreign currency exchange rates. For cash flow hedges, the Company assesses the
effectiveness both at inception and on an on-going basis. For hedging derivatives that qualify as effective cash flow hedges,
the Company records the cumulative changes in the fair value of the financial instrument in Other comprehensive income
(loss). Amounts recorded in Other comprehensive income (loss) are reclassified into earnings in the periods in which
earnings are affected by the hedged cash flow. If a derivative is not designated as an accounting hedge, such as forward
contracts periodically used by the Company to limit foreign currency exchange rate exposure, the change in fair value is
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recorded in earnings. The Company utilizes an interest rate cap for interest rate risk management purposes. The Company
amortizes the premium paid for the interest rate cap on a straight-line basis over the life of the instrument. The premium
amortization is recognized in Interest expense, net on the Consolidated Statements of Income. The Company recognizes
cash flows related to designated and non-designated hedges in the same section of the Consolidated Statement of Cash
Flows as the cash flows related to the item being hedged. The Company does not hold or issue derivative instruments for
trading or speculative purposes. See Note 13 , Derivatives , for further discussion of derivative financial instruments.
Defined Contribution Plan
The Company offers a defined contribution retirement benefit plan, the Ryan Specialty Employee Savings Plan (the
“Savings Plan”), to all eligible U.S. employees, based on a minimum number of service hours in a year. Under the Savings
Plan, eligible employees may contribute a percentage of their compensation, subject to certain limitations. Further, the
Savings Plan authorizes the Company to make a discretionary matching contribution, which has historically equaled 50 %
of each eligible employee’s contribution. The Company makes discretionary matching contributions throughout the year
and recognizes expense for the matching contribution in the period where requisite employee service is performed. The
Company recognized expense related to discretionary matching contributions of $ 25.3 million , $ 21.3 million , and $ 17.4
million for the years ended December 31, 2024 , 2023 , and 2022 , respectively, which was included in Compensation and
benefits on the Consolidated Statements of Income.
Deferred Compensation Plan
The Company offers a non-qualified deferred compensation plan to certain senior employees and members of management.
Under this plan, amounts deferred remain assets of the Company and are subject to the claims of the Company’s creditors
in the event of insolvency. Amounts deferred are not invested in any funds. However, the liability balance is updated to
reflect hypothetical interest, earnings, appreciation, losses, and depreciation that would be accrued or realized if the
deferred compensation amounts had been invested in the applicable benchmark investments. Changes in the value of
deferred amounts held are recognized within Compensation and benefits in the Consolidated Statements of Income. The
Company recognized liabilities for employee deferrals, inclusive of changes in the value of deferred amounts held, of $ 5.2
million and $ 3.5 million in Current Accrued compensation as of December 31, 2024 and 2023 , respectively, and $ 36.5
million and $ 22.4 million in Non-current Accrued compensation on the Consolidated Balance Sheets as of December 31,
2024 and 2023 , respectively.
Non-Controlling Interests
As noted above, the Company consolidates the financial results of the LLC; therefore, it reports non-controlling interests
based on the LLC Common Units not owned by the Company on the Consolidated Balance Sheets. Net income and other
comprehensive income (loss) are attributed to the non-controlling interests based on the weighted average LLC Common
Units outstanding during the period and are presented on the Consolidated Statements of Income and Comprehensive
Income. Refer to Note 10 , Stockholders’ Equity , for more information.
The non-controlling interest holders may, subject to certain exceptions, exchange some or all of their LLC Common Units
for newly-issued shares of Class A common stock on a one -for-one basis, or for cash, at the Company’s election
(determined by a majority of the Company’s directors who are disinterested) and only to the extent that the Company has
received cash proceeds pursuant to a secondary offering. As any redemption settled in cash would be limited to proceeds
received from the sale of new permanent equity securities, the Non-controlling interests are classified as permanent equity
on the Consolidated Balance Sheets.
Captive Insurance Cells
Through acquisitions, the Company has an ownership interest in three entities that hold segregated account protected cell
captives. These entities are structured with protected cell captives for each insured (“Captive Cells”) and the core regulated
companies (“Core Companies”). The Core Companies are owned and operated by the Company, and are not exposed to the
insurance and investment risks that the Captive Cells are designed to create and distribute on behalf of the insureds. The
Company has a variable interest in the Core Companies due to its ownership interest, however, as the Core Companies are
not exposed to the variability of the Captive Cells, only the activity of the regulated Core Companies is recorded in the
Company’s consolidated financial statements, including cash and any expenses incurred to operate the Captive Cells.
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Litigation and Contingent Liabilities
The Company is subject to various legal actions related to claims, lawsuits, and proceedings incident to the nature of the
business. The Company records liabilities for loss contingencies when it is probable that a liability has been incurred on or
before the balance sheet date and the amount of the liability can be reasonably estimated. The Company does not discount
such contingent liabilities and recognizes related legal costs, such as fees and expenses of external counsel and other
service providers, as period expenses when incurred. Loss contingencies are recorded within Accounts payable and accrued
liabilities on the Consolidated Balance Sheets. Significant management judgment is required to estimate the amounts of
such contingent liabilities. The Company records loss recoverie s from E&O insurance coverage, up to the amount of the
financial statement loss incurred, when the realization of the indemnity for a claim presented under the Company’s E&O
insurance coverage is deemed probable in Other current assets on the Consolidated Balance Sheets. In order to assess
potential liabilities and any recoveries, the Company analyzes the litigation exposure based upon available information,
including consultation with counsel handling the defense of these matters. As these liabilities are uncertain by their nature,
the recorded amounts may change due to a variety of factors, including new developments or changes in the approach, such
as changing the settlement strategy as applicable to a matter.
Foreign Currency Translation
The Company assigns functional currencies to its foreign operations, which are generally the currencies of the local
operating environment. Balances denominated in non-functional currency are remeasured to the functional currency using
current exchange rates, and the resulting foreign exchange gains or losses are reflected in earnings. Functional currency
balances are then translated into the reporting currency (i.e., USD) using (i) exchange rates at the balance sheet date for
items reported as assets or liabilities on the Consolidated Balance Sheets, (ii) historical rates for items reported in the
Consolidated Statements of Stockholders’ Equity other than retained earnings, and (iii) average exchange rates for items
recorded in earnings and included in retained earnings. The resulting change in unrealized translation gains or losses is a
component of Accumulated other comprehensive income within the Consolidated Balance Sheets.
Income Taxes
The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the financial statement carrying values of
existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect of a
change in tax rates on deferred tax assets and deferred tax liabilities is recognized in income in the period that includes the
enactment date.
The Company recognizes deferred tax assets to the extent that it is believed that these assets are more likely than not to be
realized. In making such a determination, the Company considers all available positive and negative evidence, including
future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies,
carryback potential if permitted under the tax law, and results of recent operations. A valuation allowance is provided if it
is determined that it is more likely than not that the deferred tax asset will not be realized.
The Company evaluates and accounts f or uncertain tax positions in accordance with ASC 740, Income Taxes, using a two-
step approach. Recognition (step one) occurs when the Company concludes that a tax position, based solely on its technical
merits, is more likely than not to be sustainable upon examination. Measurement (step two) determines the amount of tax
benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full
knowledge of all relevant information. Derecognition of a tax position that was previously recognized would occur if the
Company subsequently determines that a tax position no longer meets the more likely than not threshold of being
sustained. The Company records interest, and penalties where applicable, net of any applicable related income tax benefit,
on potential income tax contingencies as a component of Income tax expense in the Consolidated Statements of Income.
Holders of the LLC Common Units, including the Company, incur U.S. federal, state, and local income taxes on their share
of any taxable income of the LLC. The LLC Operating Agreement provides for pro rata cash distributions (“Members’ Tax
Distributions”) to the holders of the LLC Common Units in an amount generally calculated to provide each holder of LLC
Common Units with sufficient cash to cover their tax liability in respect of the LLC Common Units. In general, these
Members’ Tax Distributions are computed based on the LLC’s estimated taxable income, multiplied by an assumed tax rate
as set forth in the LLC Operating Agreement.
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Tax Receivable Agreement (TRA)
The Company is party to a TRA with current and certain former LLC Unitholders. The TRA provides for the payment by
the Company to the current and certain former LLC Unitholders of 85 % of the amount of net cash savings, if any, in U.S.
federal, state, and local income taxes the Company actually realizes (or under certain circumstances are deemed to realize)
from (i) certain increases in the tax basis of the assets of the LLC resulting from purchases or exchanges of LLC Common
Units (“Exchange Tax Attributes”), (ii) certain tax attributes of the LLC that existed prior to the IPO (“Pre-IPO M&A Tax
Attributes”), (iii) certain favorable “remedial” partnership tax allocations to which the Company becomes entitled (if any),
and (iv) certain other tax benefits related to the Company entering into the TRA, including tax benefits attributable to
payments that the Company makes under the TRA (“TRA Payment Tax Attributes”).
The Company accounts for amounts payable under the TRA in accordance with ASC 450, Contingencies . The amounts
payable under the TRA will vary depending upon a number of factors, including the timing of exchanges by the LLC
Unitholders, the amount of gain recognized by the LLC Unitholders, the amount and timing of the taxable income the
Company generates in the future, and the federal tax rates then applicable. Actual tax benefits realized by the Company
may differ from tax benefits calculated under the TRA as a result of the use of certain assumptions in the agreement. Any
such changes in these factors or changes in the Company’s determination of the need for a valuation allowance related to
the tax benefits acquired under the TRA could adjust the Tax Receivable Agreement liabilities recognized on the
Consolidated Balance Sheets.
The Company accounts for the effects of the increases in tax basis and associated liabilities under the TRA arising from
exchanges with respect to Exchange Tax Attributes and TRA Payment Attributes (i) by recording an increase in deferred
tax assets for the estimated income tax effects of the increases in tax basis based on the enacted federal and state tax rates at
the date of the exchange, (ii) to the extent it is estimated that the Company will not realize the full benefit represented by
the deferred tax asset, based on an analysis that will consider, among other things, our expectation of future earnings, by
reducing the deferred tax asset with a valuation allowance, and (iii) by recording an offsetting increase in the Tax
Receivable Agreement liability f or 85 % of the realizable tax benefit and an increase in Additional paid-in capital for the
remaining 15 % of the realiza ble tax benefit on the Consolidated Balance Sheets.
The Company accounts for the associated liability under the TRA arising from exchanges with respect to the Pre-IPO
M&A Tax Attributes by recording an increase in the Tax Receivable Agreement liability for 85% of the realizable tax
benefits associated with the Pre-IPO M&A Tax Attributes with an offsetting decrease to Additional paid-in capital on the
Consolidated Balance Sheets.
Subsequent changes to the initial establishment of the increases in deferred tax assets and Tax Receivable Agreement
liability between reporting periods will be recognized in the Consolidated Statements of Stockholders’ Equity as the
exchanges represent transactions among shareholders. Subsequent changes in the fair value of the Tax Receivable
Agreement liabilities between reporting periods, as well as any interest accrued on the TRA between the Company’s annual
tax filing date and the TRA payment date, are recognized in the Consolidated Statements of Income. In the unlikely event
of an early termination of the TRA, either due to Company default or a change of control, the Company is required to pay
to each holder of the TRA an early termination payment equal to the discounted present value of all unpaid TRA payments.
Recently Issued Accounting Pronouncements
New Accounting Pronouncements Recently Adopted
In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280) — Improvements to Reportable
Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis. This
ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning
after December 15, 2024, with early adoption permitted. The amendments in this ASU should be applied retrospectively to
all prior periods presented in the financial statements. The Company adopted this standard retrospectively as of December
31, 2024, resulting in incremental disclosures on segment information. See Note 20 , Segment Reporting , for additional
information on the Company’s segment reporting.
In March 2024, the FASB issued ASU 2024-01 Compensation — Stock Compensation (Topic 718) — Scope Application of
Profits Interest and Similar Awards, which provides illustrative examples to demonstrate how an entity should apply the
scope guidance in paragraph 718-10-15-3 to determine whether profits interests and similar awards should be accounted for
in accordance with Topic 718. This ASU is effective for public companies for fiscal years beginning after December 15,
2024, but early adoption is permitted. The Company adopted this standard retrospectively on January 1, 2024, with no
material impact to the consolidated financial statements or disclosures.
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In March 2024, the FASB issued ASU 2024-02 Codification Improvements — Amendments to Remove References to the
Concept Statements, which removes references to various FASB Concepts Statements in order to simplify the Codification
and draw a distinction between authoritative and nonauthoritative literature. This ASU is effective for public companies for
fiscal years beginning after December 15, 2024, but early adoption is permitted. The Company adopted this standard
prospectively on January 1, 2024, with no material impact to the consolidated financial statements or disclosures.
Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740) — Improvements to Income Tax Disclosures,
which includes amendments that further enhance income tax disclosures, primarily through standardization and
disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. This ASU is effective for annual
periods beginning after December 15, 2024, with early adoption permitted. The amendments in this ASU should be applied
on a prospective basis, however, retrospective application is permitted. The Company is currently evaluating the impact of
adopting this ASU on its income tax disclosures.
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 cert ain expense captions into specified categorie s in disclosures within the footnotes to the financial
statements. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal
years beginning after December 15, 2027, but early adoption is 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.
3. REVENUE FROM CONTRACTS WITH CUSTOMERS
Disaggregation of Revenue
The following table summarizes revenue from contracts with customers by Specialty:
Year Ended December 31,
2024
2023
2022
Wholesale Brokerage
$ 1,489,077
$ 1,319,056
$ 1,129,241
Binding Authority
320,379
275,961
231,048
Underwriting Management
646,215
431,579
351,572
Total Net commissions and fees
$ 2,455,671
$ 2,026,596
$ 1,711,861
Contract Balances
The contract assets balance, which is included within Commissions and fees receivable – net on the Consolidated Balance
Sheets, was $ 35.6 million and $ 13.4 million as of December 31, 2024 and 2023 , respectively. The contract liability balance
related to deferred revenue, which is included in Accounts payable and accrued liabilities on the Consolidated Balance
Sheets, was $ 8.7 million and $ 7.8 million as of December 31, 2024 and 2023 , respectively. During the year ended
December 31, 2024 , $ 7.5 million of the contract liabilities outstanding as of December 31, 2023 , were recognized in
revenue.
4. MERGERS AND ACQUISITIONS
2024 Acquisitions
On May 1, 2024 , the Company completed the acquisition of Castel Underwriting Agencies Limited (“Castel”), a managing
general underwriting platform headquartered in London, England, for cash consideration of $ 247.6 million , $ 2.2 million of
RYAN Class A common stock, and contingently returnable consideration of $ 4.9 million . During the year ended
December 31, 2024 , measurement period adjustments related to deferred tax liabilities of $ 1.6 million , taxes payable of
$ 0.9 million , and working capital of $ 0.5 million were recognized as a net $ 2.0 million decrease in Goodwill on the
Consolidated Balance Sheets.
On August 30, 2024 , the Company completed the acquisition of US Assure Insurance Services of Florida, Inc. (“US
Assure”), a program specializing in builder’s risk insurance headquartered in Jacksonville, Florida, for cash consideration
of $ 1,079.8 million and contingent consideration of $ 103.8 million . During the year ended December 31, 2024 , a
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measurement period adjustment related to working capital of $ 5.2 million was recognize d as an increase in Goodwill on the
Consolidated Balance Sheets.
On September 1, 2024 , the Company completed the acquisition of certain assets of Greenhill Underwriting Insurance
Services, LLC (“Greenhill”), an MGU focused on the allied health industry headquartered in Houston, Texas, for cash
consideration of $ 11.7 million . During the year ended December 31, 2024 , measurement period adjustments related to
working capital of $ 0.4 million and the initial valuation of customer relationships of $ 0.1 million were recognized as a net
$ 0.3 million increase in Goodwill on the Consolidated Balance Sheets.
On September 13, 2024 , the Company completed the acquisition of the Property and Casualty (“P&C”) MGUs owned by
Ethos Specialty Insurance, LLC (“Ethos P&C”) for cash consideration of $ 44.0 million . Ethos P&C is composed of eight
programs which underwrite on behalf of insurance carriers.
On October 1, 2024 , the Company completed the acquisition of certain assets of EverSports & Entertainment Insurance,
Inc. (“EverSports”), an MGU focused on sports, leisure, and entertainment headquartered in Carmel, Indiana, for $ 43.1
million of cash consideration. Total consideration for this acquisition also includes contingent consideration, however, the
contingent consideration value was de minimis as of the acquisition date.
On November 4, 2024 , the Company completed the acquisition of Innovisk Capital Partners (“Innovisk”), which is
composed of seven specialty MGUs headquartered in London, England, for cash consideration of $ 426.8 million .
The $ 103.8 million of contingent consideration liabilities and $ 4.9 million of contingently returnable consideration
established for the acquisitions that occurred during the year ended December 31, 2024 , were measured at the estimated
acquisition date fair value and were non-cash investing transactions. These arrangements are based on the individual
businesses’ r evenue or EBITDA targets, or both, over the next two to three fiscal years.
The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired during the year
ended December 31, 2024 , as of the date of each acquisition and includes any measurement period adjustments:
Castel
US Assure
Greenhill
Ethos P&C
EverSports
Innovisk
Total
Cash and cash equivalents
$ 10,294
$ 7,181
$ 314
$ —
$ —
$ 18,046
$ 35,835
Commissions and fees receivable – net
10,657
50,111
46
—
1,788
11,520
74,122
Fiduciary cash and receivables
119,333
122,136
3,222
—
19,840
29,643
294,174
Goodwill
188,611
463,090
7,570
24,246
24,417
295,234
1,003,168
Customer relationships 1
97,695
670,300
4,285
21,100
17,400
155,800
966,580
Other intangible assets
875
9,900
—
—
—
11,200
21,975
Lease right-of-use assets
1,269
2,256
—
—
—
551
4,076
Other current and non-current assets
1,312
606
—
—
—
1,640
3,558
Total assets acquired
$ 430,046
$ 1,325,580
$ 15,437
$ 45,346
$ 63,445
$ 523,634
$ 2,403,488
Accounts payable and accrued liabilities
254
9,284
—
—
—
3,609
13,147
Accrued compensation
43,688
3,138
49
1,371
538
27,719
76,503
Fiduciary liabilities
119,433
122,136
3,222
—
19,840
29,643
294,274
Operating lease liabilities
1,269
2,256
—
—
—
551
4,076
Deferred tax liabilities
20,173
—
—
—
—
35,268
55,441
Total liabilities assumed
$ 184,817
$ 136,814
$ 3,271
$ 1,371
$ 20,378
$ 96,790
$ 443,441
Net assets acquired
$ 245,229
$ 1,188,766
$ 12,166
$ 43,975
$ 43,067
$ 426,844
$ 1,960,047
1 The customer relationships acquired during the year ended December 31, 2024 , have a weighted average amortization
period of 13.4 years .
Estimates and assumptions used in the acquisition valuations are subject to change within the measurement period up to
one year from each acquisition date. Estimated tax deductible goodwill of $ 735.8 million was generated as a result of these
acquisitions. The Company recognized acquisition-related expenses, which include advisory, legal, accounting, valuation,
and other costs related to diligence, for the acquisitions above of $ 19.1 million during the year ended December 31, 2024 ,
in General and administrative expense on the Consolidated Statements of Income. In conjunction with the closing of the
Castel acquisition, the deal-contingent foreign currency forward (the “Deal-Contingent Forward”), as described in Note 13 ,
Derivatives , was settled.
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The Company recognized an aggregate $ 102.8 million of revenue related to the 2024 acquisitions above from their
respective acquisition dates during the year ended December 31, 2024 .
2023 Acquisitions
On January 3, 2023 , the Company completed the acquisition of certain assets of Griffin Underwriting Services (“Griffin”),
a binding authority specialist and wholesale insurance broker headquartered in Bellevue, Washington, for cash
consideration of $ 115.5 million .
On July 1, 2023 , the Company completed the acquisitions of certain assets of ACE Benefit Partners, Inc. (“ACE”), a
medical stop loss general agent headquartered in Eagle, Idaho, and Point6 Healthcare, LLC (“Point6”), a distributor of
medical stop loss insurance on behalf of retail brokers and third-party administrators headquartered in Plano, Texas, for an
aggregate $ 46.8 million of cash consideration and $ 2.3 million of contingent consideration. During the year ended
December 31, 2024 , a measurement period adjustment related to the initial valuation of contingent consideration of $ 0.6
million was recognized as an increase in Goodwill on the Consolidated Balance Sheets.
On July 3, 2023 , the Company completed the acquisition of Socius Insurance Services (“Socius”), a national wholesale
insurance broker headquartered in Northern California, for $ 253.5 million of cash consideration, $ 5.8 million of contingent
consideration, and $ 2.7 million of RYAN Class A common stock.
On December 1, 2023 , the Company completed the acquisition of AccuRisk Holdings, LLC (“AccuRisk”), a medical stop
loss managing general underwriter headquartered in Chicago, Illinois, for $ 98.3 million of cash consideration. During the
year ended December 31, 2024 , measurement period adjustments related to the initial valuation of contingent consideration
of $ 0.3 million and deferred tax assets of $ 0.4 million were recognized as increases in Goodwill on the Consolidated
Balance Sheets.
The Company recognized acquisition-related expenses, which include advisory, legal, accounting, valuation, and other
costs related to diligence, for the 2023 acquisitions above of $ 7.1 million during the year ended December 31, 2023 , in
General and administrative expense on the Consolidated Statements of Income.
Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information presents the combined results of operations of the Company as if
the 2024 and 2023 acquisitions, excluding Griffin as it is already included in the results of all periods presented, all
occurred on January 1, 2023. 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 pre-acquisition Castel and US Assure results included in the
pro forma figures below contain acquisition-related expenses that were not considered pro forma adjustments for the
Company.
Year Ended December 31,
2024
2023
Total revenue
$ 2,671,660
$ 2,410,956
Net income
167,171
68,743
The unaudited pro forma financial information includes adjustments of (i) incremental amortization expense on intangible
assets acquired of $ 77.0 million and $ 146.4 million for the years ended December 31, 2024 and 2023 , respectively, (ii) a
decrease of $ 24.0 million and an increase of $ 8.4 million in transaction costs for the years ended December 31, 2024 and
2023 , respectively, (iii) incremental financing costs and interest expense resulting from the debt activity related to the US
Assure and Innovisk acquisitions of $ 20.6 million an d $ 99.0 million for the years ended December 31, 2024 and 2023 ,
respectively, (iv) an increase of $ 9.5 million of income tax expense for the year ended December 31, 2023 , related to the
2024 CCRs (as defined in Note 18 , Income Taxes ), with an equal decrease in income tax expense for the year ended
December 31, 2024 , and (v) a reduction in tax expenses related to the pro forma adjustments of $ 8.4 million and $ 26.2
million for the years ended December 31, 2024 and 2023 , respectively.
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 fair value measurements of contingent consideration and contingently returnable
102
consideration is detailed in Note 15 , 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:
Year Ended December 31,
2024
2023
2022
Change in contingent consideration
$ ( 22,859 )
$ 5,421
$ 442
Interest expense, net
5,472
3,052
1,991
Total
$ ( 17,387 )
$ 8,473
$ 2,433
As of December 31, 2024 , the aggregate amount of maximum consideration related to acquisitions was $ 563.1 million
related to contingent consideration and $ 18.8 million related to contingently returnable consideration.
5. RESTRUCTURING
In February 2023, the Company initiated the ACCELERATE 2025 program to enable continued growth, drive innovation,
and deliver sustainable productivity improvements over the long term. The restructuring plan aimed to reduce costs and
increase efficiencies through a focus on optimizing the Company’s operations and technology. In its expanded form, the
restructuring plan was expected to incur total restructuring costs of approximately $ 110.0 million through December 31,
2024 , and is expected to generate annual savings of approximately $ 60.0 million in 2025 . The total expected costs of the
plan included $ 55.0 million related to operations and technology optimization, $ 40.0 million related to employee
compensation and benefits, and $ 15.0 million related to asset impairment and other termination costs. The plan was
completed on December 31, 2024, as anticipated.
The table below presents the restructuring expense incurred:
Year Ended December 31,
2024
2023
Total
Operations and technology optimization
$ 27,162
$ 25,995
$ 53,157
Compensation and benefits
32,217
11,320
43,537
Asset impairment and other termination costs
318
11,057
11,375
Total
$ 59,697
$ 48,372
$ 108,069
During the years ended December 31, 2024 and 2023 , the Company recognized restructuring expenses o f $ 39.9 million and
$ 22.6 million , respectively, including contractor costs, in Compensation and benefits , and $ 19.8 million and $ 25.8 million ,
respectively in General and administrative expense on the Consolidated Statements of Income.
The table below presents a summary of changes in the restructuring liability:
Operations and
Technology
Optimization
Compensation and
Benefits
Asset Impairment
and Other
Termination Costs
Total
Balance at December 31, 2023
$ 5,886
$ 1,080
$ —
$ 6,966
Accrued costs
49,885
32,217
318
82,420
Payments
( 38,788 )
( 29,467 )
—
( 68,255 )
Non-cash adjustments
—
—
( 318 )
( 318 )
Balance at December 31, 2024
$ 16,983
$ 3,830
$ —
$ 20,813
Accrued costs in the table above include both costs expensed and capitalized during the period. As of December 31, 2024
and 2023 , $ 15.3 million and $ 5.3 million , respectively, of the restructuring liability was included in Accounts payable and
accrued liabilities and $ 5.5 million and $ 1.7 million , respectively, was included in Current Accrued compensation on the
Consolidated Balance Sheets.
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6. RECEIVABLES AND OTHER CURRENT ASSETS
Receivables
The Company had receivables of $ 389.8 million and $ 294.2 million outstanding as of December 31, 2024 and 2023 ,
respectively, which were recognized within Commissions and fees receivable – net on the Consolidated Balance Sheets.
Commission and fees receivable is net of an allowance for credit losses. The Company’s allowance for 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:
Year Ended December 31,
2024
2023
Balance at beginning of period
$ 2,458
$ 1,980
Write-offs
( 3,106 )
( 1,722 )
Increase in provision
3,666
2,200
Balance at end of period
$ 3,018
$ 2,458
Other Current Assets
Major classes of other current assets consisted of the following:
As of December 31,
2024
2023
Prepaid expenses
$ 51,701
$ 25,762
Insurance recoverable
20,155
20,562
Interest rate cap
13,936
—
Other current receivables
24,159
15,905
Total Other current assets
$ 109,951
$ 62,229
Other current receivables contain service receivables from Geneva Re, Ltd. See Note 17 , Related Parties , for further
information regarding related parties. See Note 16 , Commitments and Contingencies , for further information on the
insurance recoverable. See Note 13 , Derivatives , for further information on the interest rate cap.
7. GOODWILL AND OTHER INTANGIBLE ASSETS
The following table provides a summary of goodwill activity:
Goodwill
Balance at December 31, 2022
$ 1,314,984
Acquisitions
330,977
Impact of exchange rate changes
521
Balance at December 31, 2023
$ 1,646,482
Acquisitions
999,763
Measurement period adjustments
4,744
Impact of exchange rate changes
( 4,313 )
Balance at December 31, 2024
$ 2,646,676
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The net carrying amounts of finite-lived intangible assets are shown in the table below:
As of December 31, 2024
As of December 31, 2023
Cost
Accumulated
Amortization
Net Carrying
Amount
Cost
Accumulated
Amortization
Net Carrying
Amount
Customer
relationships
$ 2,102,404
$ ( 710,356 )
$ 1,392,048
$ 1,138,875
$ ( 566,459 )
$ 572,416
Trade names
32,538
( 25,201 )
7,337
23,669
( 22,447 )
1,222
Internally
developed
software
103,388
( 27,051 )
76,337
56,704
( 19,672 )
37,032
Total
$ 2,238,330
$ ( 762,608 )
$ 1,475,722
$ 1,219,248
$ ( 608,578 )
$ 610,670
The cost of internally developed software in development but not yet placed in service was $ 30.8 million and $ 18.1 million
as of December 31, 2024 and 2023 , respectively.
The aggregate amortization expense from finite-lived intangible assets was $ 157.8 million , $ 106.8 million , and $ 103.6
million for the years ended December 31, 2024 , 2023 , and 2022 , respectively. The estimated future amortization for finite-
lived intangible assets as of December 31, 2024 , was as follows:
Customer
Relationships
Trade Names
Internally Developed
Software
2025
$ 216,469
$ 3,560
$ 15,966
2026
191,450
2,266
16,743
2027
162,056
1,511
15,843
2028
143,347
—
14,441
2029
126,680
—
9,450
Thereafter
552,046
—
3,894
Total
$ 1,392,048
$ 7,337
$ 76,337
105
8. LEASES
The Company has various non-cancelable operating leases with various terms through September 2038, primarily for office
space and office equipment. The following table provides additional information about the Company’s leases:
Year Ended December 31,
2024
2023
2022
Lease costs
Operating lease costs
$ 31,375
$ 36,907
$ 32,834
Finance lease costs
—
—
31
Short-term lease costs
Operating lease costs
1,000
870
598
Finance lease costs
—
—
10
Sublease income
( 514 )
( 642 )
( 488 )
Lease costs – net
$ 31,861
$ 37,135
$ 32,985
Cash paid for amounts included in the measurement of lease
liabilities
Operating cash flows used for operating leases
$ 32,351
$ 32,933
$ 25,569
Non-cash related activities
Right-of-use assets obtained in exchange for new operating lease
liabilities
31,487
11,771
93,029
Amortization of right-of-use assets for operating lease activity
22,460
24,664
23,051
Weighted average discount rate (percent)
Operating leases
5.4 %
5.1 %
4.8 %
Finance leases
—
—
3.2 %
Weighted average remaining lease term (years)
Operating leases
7.6
8.2
8.5
Finance leases
—
—
1.9
The estimated future minimum payments of operating leases as of December 31, 2024 , were as follows:
2025
$ 30,436
2026
33,505
2027
30,527
2028
25,910
2029
23,868
Thereafter
79,703
Total undiscounted future lease payments
$ 223,949
Less: Imputed interest
( 42,611 )
Present value lease liabilities
$ 181,338
The Company had three leases with inception dates prior to December 31, 2024 , that had not yet commenced as of
December 31, 2024 , for a total future estimated lease liability of $ 12.3 million .
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9 . 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:
As of December 31,
2024
2023
Term debt
7 -year term loan facility, periodic interest and quarterly principal payments,
Adjusted Term SOFR + 2.25 % as of December 31, 2024 , Adjusted Term
SOFR + 3.00 % as of December 31, 2023 , matures September 13, 2031
$ 1,672,532
$ 1,564,718
Senior secured notes
8 -year senior secured notes, semi-annual interest payments, 4.38 % , mature
February 1, 2030
401,676
400,704
8 -year senior secured notes, semi-annual interest payments, 5.88 % , mature
August 1, 2032
1,198,183
—
Revolving debt
5 -year revolving loan facility, periodic interest payments, Adjusted Term
SOFR + up to 2.50 % as of December 31, 2024 , Adjusted Term SOFR + up
to 3.00 % as of December 31, 2023 , plus commitment fees of 0.25 % - 0.50 % ,
matures July 30, 2029
1,207
377
Premium financing notes
Commercial notes, periodic interest and principal payments, 6.25 % ,
expire May 1, 2025
2,673
—
Commercial notes, periodic interest and principal payments, 6.25 % ,
expire June 1, 2025
548
—
Commercial notes, periodic interest and principal payments, 6.25 % ,
expire June 21, 2025
2,642
—
Commercial notes, periodic interest and principal payments, 5.75 % ,
expired May 1, 2024
—
2,251
Commercial notes, periodic interest and principal payments, 5.75 % ,
expired June 1, 2024
—
622
Commercial notes, periodic interest and principal payments, 6.00 % ,
expired June 19, 2024
—
2,485
Commercial notes, periodic interest and principal payments, 5.75 % ,
expired June 21, 2024
—
2,855
Units subject to mandatory redemption
3,399
5,200
Total debt
$ 3,282,860
$ 1,979,212
Less: Short-term debt and current portion of long-term debt
( 51,732 )
( 35,375 )
Long-term debt
$ 3,231,128
$ 1,943,837
107
The future maturities of long-term debt, which excludes premium financing notes, as of December 31, 2024 , were as
follows:
2025
$ 45,869
2026
17,000
2027
17,000
2028
17,000
2029
17,000
Thereafter
3,218,316
Total repayments
$ 3,332,185
Less: Unamortized discounts and debt issuance costs
( 55,188 )
Total
$ 3,276,997
Term Loan
The original principal of the Term Loan was $ 1,650.0 million . As a result of the Seventh Amendment, as defined and
described below, the principal was increased to $ 1,700.0 million . As of December 31, 2024 , $ 1,700.0 million of the
principal was outstanding, $ 0.3 million of interest was accrued, and the related unamortized deferred issuance costs were
$ 27.8 million . As of December 31, 2023 , $ 1,596.4 million of the principal was outstanding, $ 1.1 million of interest was
accrued, and the related unamortized deferred issuance costs were $ 32.8 million .
On January 19, 2024 , the Company entered into the fifth amendment (the “Fifth Amendment”) to the Credit Agreement. As
a result of the Fifth Amendment, the applicable interest rate of the Term Loan was reduced from Adjusted Term SOFR +
3.00 % to Adjusted Term SOFR + 2.75 % and is no longer subject to a credit spread adjustment. All other material
provisions remain unchanged. The portion of the debt related to the lenders that opted out of the repricing was considered
extinguished and their portion of the legacy debt issuance costs of $ 0.4 million was written off during the year ended
December 31, 2024 , which was recognized in Interest expense, net on the Consolidated Statements of Income .
Additionally, the Company incurred third-party fees related to the repricing of $ 1.9 million for the year ended
December 31, 2024 , which were recognized in Other non-operating loss on the Consolidated Statements of Income.
On September 13, 2024 , the Company entered into the seventh amendment (the “Seventh Amendment”) to the Credit
Agreement. As a result of the Seventh Amendment, the principal of the Term Loan was increased to $ 1,700.0 million , the
applicable interest rate of the Term Loan was reduced from Adjusted Term SOFR + 2.75 % to Adjusted Term SOFR +
2.25 % , the 0.75 % floor on Adjusted Term SOFR was reduced to 0.00 % , and the maturity date was extended to
September 13, 2031 . Incremental debt issuance costs of $ 11.1 million were incurred and will be amortized over the
extended term of the loan. The portion of the debt related to the lenders that opted out of the Seventh Amendment was
considered extinguished and their portion of the legacy debt issuance costs of $ 8.3 million was written off during the year
ended December 31, 2024 , which was recognized in Interest expense, net on the Consolidated Statements of Income.
Additionally, the Company incurred third-party fees related to the Seventh Amendment of $ 16.2 million for the year ended
December 31, 2024 , which were recognized in Other non-operating loss on the Consolidated Statements of Income.
Revolving Credit Facility
O n July 30, 2024 , the Company entered into the sixth amendment (the “Sixth Amendment”) to the Credit Agreement,
which provided for an increase in the borrowing capacity of the Revolving Credit Facility from $ 600.0 million to $ 1,400.0
million . The Sixth Amendment also extended the maturity date of the Revolving Credit Facility to July 30, 2029 , and
reduced the applicable interest rate from Adjusted Term SOFR + up to 3.00 % to Adjusted Term SOFR + up to 2.50 % .
Incremental debt issuance costs of $ 7.9 million were incurred and will be amortized over the extended term of the facility.
The portion of the debt related to the lender that opted out of the Sixth Amendment was considered extinguished and its
portion of the legacy debt issuance costs of $ 0.1 million was written off during the year ended December 31, 2024 , which
was recognized in Interest expense, net on the Consolidated Statements of Income.
The Revolving Credit Facility had a borrowing capacity of $ 1,400.0 million and $ 600.0 million as of December 31, 2024
and 2023 , respectively. Due to the nature of the instrument, t he deferred issuance costs related to the facility of $ 9.6 million
and $ 4.1 million were included in Other non-current assets on the Consolidated Balance Sheets as of December 31, 2024
and 2023 , respectively. The commitments available to be borrowed under the Revolving Credit Facility were $ 1,399.7
million and $ 599.7 million as of December 31, 2024 and 2023 , respectively, as the facility was reduced by $ 0.3 million of
undrawn letters of credit.
108
The Company pays a commitment fee on undrawn amounts under the facility of 0.25 % - 0.50 % . As of December 31, 2024
and 2023 , the Company accrued $ 1.2 million and $ 0.4 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.
Borrowings under the Term Loan and the Revolving Credit Facility are secured by a first-priority lien and security interest
in substantially all of the assets, subject to certain exceptions, of existing and future material domestic subsidiaries of the
Company.
Senior Secured Notes due 2030
On February 3, 2022 , the LLC issued $ 400.0 million of Senior Secured Notes. As of December 31, 2024 and 2023 , accrued
interest on the notes was $ 7.3 million and the related unamortized deferred issuance costs were $ 5.6 million and $ 6.6
million , respectively.
Senior Secured Notes due 2032
On September 19, 2024 , the LLC issued $ 600.0 million of Senior Secured Notes. On December 9, 2024 , the LLC issued an
additional $ 600.0 million aggregate principal amount of Senior Secured Notes at a price of 99.5 % of their face value plus
accrued interest from September 19, 2024 . The notes issued in December 2024 were issued as additional notes under the
same indenture as the notes that were issued in September 2024 and, as such, form a single series and trade interchangeably
with the previously issued senior secured notes due 2032. As of December 31, 2024 , accrued interest on the notes was
$ 20.0 million and the related unamortized deferred issuance costs, including discount, were $ 21.8 million .
Bridge Facility
On July 31, 2024 , the Company entered into a 364 -day unsecured bridge term loan facility (the “Bridge Facility”), which
provided unsecured bridge financing of up to $ 500.0 million to finance a portion of the US Assure acquisition price. In lieu
of drawing under the Bridge Facility, the Company borrowed under the Revolving Credit Facility. Concurrent with the
completion of the US Assure acquisition on August 30, 2024 , the Bridge Facility was terminated, and the Company
recognized $ 4.1 million of related deferred financing costs in Interest expense, net on the Consolidated Statements of
Income during the year ended December 31, 2024 .
Subsidiary Units Subject to Mandatory Redemption
Ryan Re Underwriting Managers, LLC (“Ryan Re”) has the obligation to settle its outstanding preferred unit s in the
amount of the aggregate unreturned capital and unpaid dividends on June 13, 2034, 15 years from original issuance. As
these units are mandatorily redeemable, they are classified as Long-term debt on the Consolidated Balance Sheets. The
historical cost of the units is $ 3.3 million , which was valued using an implicit rate of 9.8 % . Accretion of the discount using
the implicit rate is recognized as Interest expense, net in the Consolidated Statements of Income. As of December 31, 2024
and 2023 , interest accrued on these units was $ 0.1 million and $ 1.9 million , respectively . $ 2.1 million of accrued return on
the Ryan Re preferred units was paid during the year ended December 31, 2024 . See Note 17 , Related Parties , for further
information on Ryan Re.
10 . 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, 10,000,000 shares of Class X 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 a one -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 to one vote per share. Each share of Class B common stock is initially
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, will be entitled to one 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.
109
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, in accordance with the LLC Operating Agreement, 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 11 , Equity-Based Compensation .
Class X Common Stock
There were no shares of Class X common stock outstanding as of December 31, 2024 or 2023 . Shares of Class X common
stock have no economic or voting rights .
Preferred Stock
There were no shares of preferred stock outstanding as of December 31, 2024 or 2023 . Under the terms of the amended and
restated certificate of incorporation, the Board is authorized to direct the Company to issue shares of preferred stock in one
or more series without stockholder approval. The Board has the discretion to determine the rights, preferences, privileges,
and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges, and liquidation
preferences, of each series of preferred stock.
Dividends
Durin g the year ended December 31, 2024 , the Company’s Board of Directors declared a regular quarterly cash dividend of
$ 0.11 per share on the Company’s outstanding Class A common stock. During the year ended December 31, 2024 , $ 80.2
million of dividends, consisting of $ 27.1 million related to the special Q1 2024 dividend and $ 53.1 million related to
regular quarterly dividends, was paid on Class A common stock.
Non-controlling Interests
The Company is the sole managing member of the LLC. As a result, the Company consolidates the LLC in its consolidated
financial statements, resulting in non-controlling interests related to the LLC Common Units not held by the Company. As
of December 31, 2024 and 2023 , the Company owned 47.9 % and 45.6 % , respectively, of the economic interests in the
LLC, while the non-controlling interest holders owned the remaining 52.1 % and 54.4 % , respectively, of the economic
interests in the LLC.
Weighted average ownership percentages for the applicable reporting periods are used to attribute net income and other
comprehensive income (loss) to the Company and the non-controlling interest holders. The non-controlling interest
holders ’ weighted average ownership percentage was 52.0 % , 56.1 % , and 57.1 % for the years ended December 31, 2024 ,
2023 , and 2022 , respectively.
During the year ended December 31, 2024 , the Company declared a regular quarterly cash distribution of $ 0.04 per unit on
the LLC’s outstanding LLC Common Units. During the year ended December 31, 2024 , $ 22.2 million in distributions were
paid to the non-controlling interest holders of the LLC Common Units
11. 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.
110
Separately, certain employees were granted one or more of the following new awards: (i) RSUs, (ii) Staking Options, (iii)
RLUs, or (iv) Staking Class C Incentive Units. The terms of these awards are described below. All awards granted as part
of the Organizational Transactions and the IPO are subject to non-linear transfer restrictions for at least 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) Class C Incentive Units, (iv) Stock Options,
(v) PSUs, and (vi) PLUs . The terms of these awards are described below.
Restricted Stock and Restricted Common Units
As part of the Organizational Transactions, certain existing employee unitholders were granted Restricted Stock or
Restricted Common Units in exchange for their LLC Units. The Restricted Stock and Restricted Common Units follow the
vesting schedule of the LLC Units for which they were exchanged. LLC Units historically vested pro rata over 5 years .
Year Ended December 31, 2024
Restricted Stock
Weighted
Average Grant
Date Fair Value
Restricted
Common Units
Weighted
Average Grant
Date Fair Value
Unvested at beginning of period
938,910
$ 21.15
1,122,564
$ 23.84
Granted
—
—
—
—
Vested
( 516,679 )
21.15
( 986,573 )
23.84
Forfeited
( 8,411 )
21.15
—
—
Unvested at end of period
413,820
$ 21.15
135,991
$ 23.84
Restricted Stock Units (RSUs)
IPO RSUs
Related to the IPO, the Company granted RSUs to certain employees. The IPO RSUs vest either pro rata over 5 years from
the grant date or over 10 years from the grant date, with 10 % vesting in each of years 3 through 9 and 30 % vesting in year
10 .
Incentive RSUs
As part of the Company’s compensation process, the Company issues Incentive RSUs to certain employees. The Incentive
RSUs vest either 100 % 3 or 5 years from the grant date, pro rata over 3 or 5 years from the grant date, over 5 years from
the grant date, with one-third of the grant vesting in each of years 3 , 4 and 5 , or over 7 years from the grant date, with 20 %
vesting in each of years 3 through 7 .
Upon vesting, RSUs automatically convert on a one -for-one basis into Class A common stock.
Year Ended December 31, 2024
IPO RSUs
Incentive RSUs
Restricted
Stock Units
Weighted
Average Grant
Date Fair Value
Restricted
Stock Units
Weighted
Average Grant
Date Fair Value
Unvested at beginning of period
3,359,778
$ 23.07
1,819,916
$ 38.02
Granted
—
—
834,362
53.39
Vested
( 608,355 )
22.80
( 199,772 )
38.02
Forfeited
( 51,457 )
22.69
( 79,819 )
40.90
Unvested at end of period
2,699,966
$ 23.14
2,374,687
$ 43.33
111
The weighted-average grant date fair value of Incentive RSUs granted during the years ended December 31, 2023 and
2022 , was $ 41.37 and $ 34.63 , respectively. The fair value of RSUs vested during the years ended December 31, 2024 ,
2023 , and 2022 , was $ 46.2 million , $ 19.8 million , and $ 19.7 million , respectively.
Stock Options
Reload and Staking Options
As part of the Organizational Transactions and IPO, certain employees were granted Reload Options or Staking Options
that entitle the award holder to future purchases of Class A common stock, on a one -for-one basis, at the IPO price of
$ 23.50 . The Reload Options vest 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 . 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 . In general, vested Staking Options are exercisable up to the eleventh
anniversary of the grant date.
Incentive Options
As part of the Company’s compensation process, the Company may issue Incentive Options to certain employees that
entitle the award holder to future purchases of Class A common stock, on a one -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.
Year Ended December 31, 2024
Reload Options 1
Staking Options 1
Incentive
Options
Incentive Options
Weighted
Average Exercise
Price
Outstanding at beginning of period
4,473,388
66,667
165,684
$ 34.39
Granted
—
—
150,000
52.38
Exercised
( 550,294 )
—
—
—
Forfeited
( 52,330 )
—
( 34,032 )
34.39
Outstanding at end of period
3,870,764
66,667
281,652
$ 43.97
1 As the Reload and Staking Options were one-time grants at the IPO, the weighted average exercise price for any
movements in these awards will perpetually be $ 23.50 . As such, the values are not presented in the table above.
The fair values of Incentive Options granted were determined using the Black-Scholes option pricing model with the
following assumptions:
Year Ended December 31,
2024
2022
Volatility
25.0 %
27.5 %
Time to maturity (years)
7.0
7.0
Risk-free rate
4.2 %
2.2 %
Dividend yield
0.8 %
0.0 %
Fair value per option
$ 17.09
$ 11.68
There were no Incentive Options granted during the year ende d December 31, 2023 .
The use of a valuation model for the Options requires management to make certain assumptions with respect to selected
model inputs. Expected volatility was calculated based on the observed volatility for comparable companies. The expected
times to maturity were 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 respective award. The dividend
yields were based on the Company’s expected dividend rates.
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As of December 31, 2024 , there were 6,666 and 1,557,285 exercisable Staking and Reload Options, respectively, and no
exercisable Incentive Options. T he aggregate intrinsic values and weighted average remaining contractual terms of Stock
Options outstanding and exercisable as of December 31, 2024 , were as follows:
Aggregate intrinsic value ($ in thousands):
Reload Options outstanding
$ 157,385
Reload Options exercisable
63,319
Staking Options outstanding
2,711
Staking Options exercisable
271
Incentive Options outstanding
5,686
Incentive Options exercisable
—
Weighted-average remaining contractual term (in years):
Reload Options outstanding
6.3
Reload Options exercisable
6.2
Staking Options outstanding
7.6
Staking Options exercisable
7.6
Incentive Options outstanding
8.2
Incentive Options exercisable
—
Restricted LLC Units (RLUs)
IPO RLUs
Related to the IPO, the Company granted RLUs to certain employees that vest either pro rata over 5 years from the grant
date or over 10 years from the grant date, with 10 % vesting in each of years 3 through 9 and 30 % vesting in year 10 .
Incentive RLUs
As part of the Company’s compensation process, the Company issues Incentive RLUs to certain employees. The 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 a one -for-one basis into either LLC Common Units or Class A common stock at the
election of the Company.
Year Ended December 31, 2024
IPO RLUs
Incentive RLUs
Restricted
LLC Units
Weighted
Average Grant
Date Fair Value
Restricted
LLC Units
Weighted
Average Grant
Date Fair Value
Unvested at beginning of period
1,448,127
$ 25.09
482,329
$ 39.80
Granted
—
—
249,971
51.33
Vested
( 154,589 )
25.05
( 45,588 )
35.60
Forfeited
—
—
—
—
Unvested at end of period
1,293,538
$ 25.10
686,712
$ 44.30
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The weighted-average grant date fair value of Incentive RLUs granted during the years ended December 31, 2023 and
2022 , was $ 41.14 and $ 34.86 , respectively.
Class C Incentive Units
Reload and Staking Class C Incentive Units
As part of the Organizational Transactions and IPO, certain employees were granted Reload Class C Incentive Units or
Staking Class C Incentive Units, which are profits interests. When the value of Class A common stock exceeds the
participation threshold , vested profits interests may be exchanged for LLC Common Units of equal value. On exchange,
the LLC Common Units are immediately redeemed on a one -for-one basis for Class A common stock. The Reload Class C
Incentive Units vest 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 vest either pro rata over 5 years from the grant date
or over 10 years from the grant date, with 10 % vesting in each of years 3 through 9 and 30 % vesting in year 10 .
Class C Incentive Units
As part of the Company’s compensation process, the Company issues Class C Incentive Units to certain employees, 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 a one -to-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 .
Year Ended December 31, 2024
Reload Class C
Incentive Units
Staking Class C
Incentive Units
Class C
Incentive Units
Class C Incentive
Units Weighted
Average
Participation
Threshold
Unvested at beginning of period
3,911,490
1,876,669
495,822
$ 36.96
Granted
—
—
—
—
Vested
( 2,958,895 )
( 271,666 )
—
—
Forfeited
—
—
—
—
Unvested at end of period
952,595
1,605,003
495,822
$ 36.80
As the Reload and Staking Class C Incentive Units were one-time grants at the IPO, the weighted average participation
threshold for these awards will be consistent across any type of movement. The weighted average participation threshold
for Reload and Staking Class C Incentive Units was $ 23.34 and $ 23.50 as of December 31, 2024 and 2023 , respectively.
The decrease in the participation thresholds for the various types of Class C Incentive Units was due to the distributions
declared with respect to these awards during the year ended December 31, 2024 .
Valuation Considerations
The Restricted Common Units, once vested, are exchangeable into shares of Class A common stock of the Company on a
one -t o-one basis, which entitles the unitholders to TRA payments resulting from 85 % of the tax savings generated by the
Company. The various Class C Incentive Units have the same terms as the LLC Common Units, with the exception of their
respective participation thresholds. When the price of the Class A common stock exceeds the participation threshold, the
Class C Incentive Units can be exchanged for LLC Common Units of equal value and are entitled to the same TRA
benefits upon an exchange to Class A common stock. In order to value the Restricted Common Units and Class C Incentive
Units the Company is required to make certain assumptions with respect to select model inputs.
Due to the nature of the underlying risks inherent in TRA payments and the uncertainty as to when the participation
threshold will be satisfied for the various Class C Incentive Units, the Company uses a Monte Carlo simulation to explicitly
model the impact of future stock prices on the size of the amortizable asset, as well as the impact of different levels of
taxable income on the timing of the TRA payments, in a risk-neutral framework. For Class C Incentive Units granted
during the years ended December 31, 2023 and 2022 , t he Monte Carlo simulation model used the following assumptions:
the simulated closing stock price, the simulated taxable income, the risk-free interest rate, the expected dividend yield, and
the expected volatility and correlation of the Company’s stock price and taxable income. The dividend yield was based on
114
the Company’s expected dividend rate of 0.0 % . The risk-free interest rate range of 2.4 % - 4.0 % was based on U.S. Treasury
rates commensurate with a term of 30 years. The weighted-average grant date fair value of Class C Incentive Units granted
during the years ended December 31, 2023 and 2022 , was $ 22.98 and $ 19.04 , respectively.
Performance Based Awards
Performance Stock Units (PSUs) and Performance LLC Units (PLUs)
Certain employees were granted performance-based equity awards, either PSUs or PLUs, subject to the Company’s
achievement of several defined performance metrics including (i) an Adjusted EBITDAC Margin target, (ii) an Organic
Revenue Growth Compound Annual Growth Rate (“CAGR”) target, and (iii) total shareholder return (“TSR”) CAGR
targets. The TSR CAGR targets are measured from the $ 52.38 base price of Class A common stock to the sum of (i) the
average of (a) the volume weighted average price (“VWAP”) of the Class A common stock for the fourth quarter of 2027
and (b) the VWAP of the Class A common stock for the first quarter of 2028 and (ii) dividends paid to Class A common
shareholders. The Adjusted EBITDAC Margin and the Organic Revenue Growth CAGR targets, as well as a minimum
threshold for the TSR CAGR target, must be achieved for the awards to vest. If the Adjusted EBITDAC Margin or the
Organic Revenue Growth CAGR targets are not met, or the TSR CAGR is below the minimum threshold, the awards will
be forfeit.
PSUs represent the right to receive Class A common shares and PLUs represent the right to receive LLC Common Units
upon vesting. If the Adjusted EBITDAC Margin and the Organic Revenue Growth CAGR targets are achieved, and the
TSR CAGR meets at least the minimum threshold, the TSR CAGR targets will determine how many Class A common
shares or LLC Common Units, as applicable, the awards vest into. Assuming the minimum threshold is met, the awards
will vest into between 75 % and 150 % of the applicable stock or units. The payout percentage between the TSR CAGR
range will be determined on a graduated basis. Confirmation of the targets will not occur until after the Company’s fiscal
year 2028 earnings are reported. If the targets are achieved, the awards will vest on April 1, 2029. The probability of
achieving the performance metrics is assessed each reporting period for expense purposes.
Year Ended December 31, 2024
PSUs
PLUs
Performance
Stock Units
Weighted
Average Grant
Date Fair Value
Performance
LLC Units
Weighted
Average Grant
Date Fair Value
Unvested at beginning of period
—
$ —
—
$ —
Granted
366,996
27.99
487,218
24.40
Vested
—
—
—
—
Forfeited
—
—
—
—
Unvested at end of period
366,996
$ 27.99
487,218
$ 24.40
The fair values of the performance-based awards granted during the year ended December 31, 2024 , were determined using
the Monte Carlo simulation valuation model with the following assumptions:
PSUs and PLUs
Volatility
22.1 % - 24.7 %
Time to maturity (years)
3.4 - 4.1
Risk-free rate
4.1 % - 4.2 %
RYAN stock price at valuation date
$ 52.38 - $ 66.71
The use of a valuation model for the PSUs and PLUs requires management to make certain assumptions with respect to
selected model inputs. Expected volatility was calculated based on the observed volatility for comparable companies. The
time to maturity was based on the stock price CAGR target through the first quarter of 2028. The risk-free interest rate was
based on U.S. Treasury rates commensurate with the performance period. The difference in the grant date fair value of the
115
PSUs and PLUs relates to the difference in Dividend Equivalents and Distributions Declared (as defined below) each
award is entitled to accrue.
Non-Employee Director Stock Grants
The Company grants RSUs to non-employee directors serving as members of the Company’s Board of Directors (“Director
Stock Grants”), with the exception of one director who has agreed to forgo any compensation for their service to the Board.
The Director Stock Grants are fully vested upon grant. During the years ended December 31, 2024 , 2023 , and 2022 , the
Company granted 22,935 , 19,698 , and 53,159 Director Stock Grants, respectively, with weighted-average grant date fair
values of $ 49.07 , $ 40.86 , and $ 36.30 , respectively.
Dividend Equivalents and Declared Distributions
A majority of the Company’s unvested equity-based compensation awards, with the exception of Options and Class C
Incentive Units, are entitled to accrue dividend equivalents if the award vests into Class A common stock (“Dividend
Equivalents”) or declared distributions if the award vests into LLC Common Units (“Declared Distributions”) over the
period the underlying award vests. The Dividend Equivalents and Declared Distributions will be paid in cash to award
holders at the time the underlying award vests. If an award holder forfeits their underlying award, the accrued Dividend
Equivalents or Declared Distributions will also be forfeit. Class C Incentive Units do not accrue cash distributions but
instead have their participation thresholds lowered by each declared distribution. Options do not participate in dividends.
As of December 31, 2024 , the Company accrued $ 0.9 million and $ 0.1 million related to Dividend Equivalents and
Declared Distributions, respectively, in Accounts payable and accrued liabilities, and $ 2.9 million and $ 0.4 million related
to Dividend Equivalents and Declared Distributions, respectively, in Other non-current liabilities on the Consolidated
Balance Sheets.
Equity-Based Compensation Expense
As of December 31, 2024 , the unrecognized equity-based compensation expense related to each type of equity-based
compensation award described above and the related weighted-average remaining expense period were as follows:
Amount
Weighted Average
Remaining Expense
Period (Years)
Restricted Stock
$ 896
0.4
IPO RSUs
27,358
3.3
Incentive RSUs
56,548
2.3
Reload Options
951
0.6
Staking Options
236
3.7
Incentive Options
2,230
1.5
PSUs
8,866
4.0
Restricted Common Units
458
0.1
IPO RLUs
16,817
4.6
Incentive RLUs
19,278
1.8
Reload Class C Incentive Units
626
0.8
Staking Class C Incentive Units
9,035
4.1
Class C Incentive Units
5,362
3.6
PLUs
9,829
4.0
Total unrecognized equity-based compensation expense
$ 158,490
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The following table includes the equity-based compensation the Company recognized by award type from the view of
expense related to pre-IPO and post-IPO awards. The table also presents the unrecognized equity-based compensation
expense as of December 31, 2024 , in the same view.
Recognized
Unrecognized
Year Ended December 31,
As of
2024
2023
2022
December 31, 2024
IPO awards
IPO RSUs and Staking Options
$ 11,522
$ 15,760
$ 22,700
$ 27,594
IPO RLUs and Staking Class C Incentive Units
9,284
11,424
12,561
25,852
Incremental Restricted Stock and Reload
Options
2,820
4,332
7,126
1,399
Incremental Restricted Common Units and
Reload Class C Incentive Units
3,328
7,119
11,705
947
Pre-IPO incentive awards
Restricted Stock
1,473
2,387
4,860
448
Restricted Common Units
5,170
1,454
3,079
137
Post-IPO incentive awards
Incentive RSUs
29,769
19,245
7,417
56,548
Incentive RLUs
7,728
4,567
2,148
19,278
Incentive Options
974
466
431
2,230
Class C Incentive Units
2,072
1,906
873
5,362
PSUs
1,407
—
—
8,866
PLUs
2,058
—
—
9,829
Other expense
Director Stock Grants
1,390
1,083
2,000
—
Profit sharing contribution
—
—
2,580
—
Total equity-based compensation expense
$ 78,995
$ 69,743
$ 77,480
$ 158,490
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12. EARNINGS PER SHARE
Basic earnings per share is computed by dividing net earnings 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:
Year Ended December 31,
2024
2023
2022
Net income
$ 229,913
$ 194,480
$ 163,257
Less: Net income attributable to non-controlling interests
135,248
133,443
102,205
Net income attributable to Ryan Specialty Holdings, Inc.
$ 94,665
$ 61,037
$ 61,052
Numerator:
Net income attributable to Class A common shareholders
$ 94,665
$ 61,037
$ 61,052
Add (less): Income attributed to substantively vested RSUs
—
( 10 )
806
Net income attributable to Class A common shareholders – basic
$ 94,665
$ 61,027
$ 61,858
Add: Income attributed to dilutive shares
255
4,185
75,512
Net income attributable to Class A common shareholders – diluted
$ 94,920
$ 65,212
$ 137,370
Denominator:
Weighted-average shares of Class A common stock outstanding –
basic
120,781,234
114,359,968
108,616,420
Add: Dilutive shares
12,110,253
11,385,171
157,134,024
Weighted-average shares of Class A common stock outstanding –
diluted
132,891,487
125,745,139
265,750,444
Earnings per share
Earnings per share of Class A common stock – basic
$ 0.78
$ 0.53
$ 0.57
Earnings per share of Class A common stock – diluted
$ 0.71
$ 0.52
$ 0.52
The following shares were excluded from the calculation of diluted earnings per share because the effect of including such
potentially dilutive shares would have been antidilutive:
Year Ended December 31,
2024
2023
2022
Conversion of non-controlling interest LLC Common Units 1
138,979,885
142,383,621
—
Conversion of vested Class C Incentive Units 1
—
76,397
—
Class C Incentive Units
—
495,822
300,000
Incentive Options
—
—
170,392
1 Weighted average units outstanding during the period.
13. DERIVATIVES
Deal-Contingent Foreign Currency Forward
On December 21, 2023, the Company entered into the Deal-Contingent Forward to manage the risk of appreciation of the
GBP-denominated purchase price of the acquisition of Castel. The Deal-Contingent Forward had a 200.0 million GBP
notional amount and was executed when the Castel acquisition closed on May 1, 2024 . As the Deal-Contingent Forward
was an economic hedge and had not been designated as an accounting hedge, losses resulting from the Deal-Contingent
Forward were recognized through earnings in the periods incurred.
118
Interest Rate Cap
In April 2022 , the Company entered into an interest rate cap agreement to manage its exposure to interest rate fluctuations
related to the Company’s Term Loan in the amount of $ 25.5 million . The interest rate cap has a $ 1,000.0 million notional
amount, 2.75 % strike, and terminates on December 31, 2025. At inception, the Company formally designated the interest
rate cap as a cash flow hedge. As of December 31, 2024 , the interest rate cap continued to be an effective hedge.
For the years ended December 31, 2024 and 2023 , decreases of $ 15.7 million and $ 16.2 million , respectively, in the fair
value of the interest rate cap were recognized in Other comprehensive income (loss). For the year ended December 31,
2022 , an increase of $ 20.4 million in the fair value of the interest rate cap was recognized in Other comprehensive income
(loss). A s of December 31, 2024 , the Company expects $ 13.9 million of unrealized gains from the interest rate cap to be
reclassified into earnings over the next twelve months. See Note 18 , Income Taxes , for further information on the tax
effects on other comprehensive income related to the interest rate cap.
The location and gains (losses) on derivatives are reported on the Consolidated Statements of Income as follows:
Year Ended December 31,
Income Statement Caption
2024
2023
2022
Change in the fair value of the Deal-
Contingent Forward
General and administrative
$ ( 4,532 )
$ ( 852 )
$ —
Total impact of derivatives not designated as hedging instruments
$ ( 4,532 )
$ ( 852 )
$ —
Interest rate cap premium amortization
Interest expense, net
$ ( 6,955 )
$ ( 6,955 )
$ ( 4,636 )
Amounts reclassified out of other
comprehensive income related to the
interest rate cap
Interest expense, net
24,723
22,900
2,174
Total impact of derivatives designated as hedging instruments
$ 17,768
$ 15,945
$ ( 2,462 )
The location and fair value of derivatives are reported on the Consolidated Balance sheets as follows:
As of December 31,
Balance Sheet Caption
2024
2023
Derivatives not designated as hedging instruments
Deal-Contingent Forward
Accounts payable and
accrued liabilities
$ —
$ 852
Derivatives designated as hedging instruments
Interest rate cap
Other current assets
$ 13,936
$ —
Interest rate cap
Other non-current assets
$ —
$ 29,667
See Note 15 , Fair Value Measurements , for further information on the fair value of derivatives.
14. VARIABLE INTEREST ENTITIES
As discussed in Note 1 , Basis of Presentation , the Company consolidates the LLC as a VIE under ASC 810. The
Company’s financial position, financial performance, and cash flows effectively represent those of the LLC as of and for
the year ended December 31, 2024 , with the exception of Cash and cash equivalents of $ 27.2 million , Other current assets
of $ 15.4 million , Deferred tax assets of $ 448.1 million , Accounts payable and accrued liabilities of $ 0.9 million , Other
non-current liabilities of $ 2.9 million , and the entire balance of the Tax Receivable Agreement liabilities of $ 436.3 million
on the Consolidated Balance Sheets, which are attributable solely to Ryan Specialty Holdings, Inc. As of December 31,
2023 , Cash and cash equivalents of $ 58.2 million , Deferred tax assets of $ 383.3 million , and the entire balance of the Tax
Receivable Agreement liabilities of $ 358.9 million on the Consolidated Balance Sheet were attributable solely to Ryan
Specialty Holdings, Inc.
119
15. 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 measure in its entirety.
The carrying amount of financial assets and liabilities reported on the Consolidated Balance Sheets for commissions and
fees receivable—net, other current assets, accounts payable, short-term debt, and other accrued liabilities as of
December 31, 2024 and 2023 , 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, the units subject to mandatory redemption, and
any current portion of such debt, was $ 3,275.1 million and $ 1,976.5 million as of December 31, 2024 and 2023 ,
respectively. The fair value of the Term Loan and Senior Secured Notes would be classified as Level 2 in the fair value
hierarchy and the units subject to mandatory redemption would be classified as Level 3. See Note 9 , Debt , for the carrying
values of the Company’s debt.
Derivative Instruments
Deal-Contingent Foreign Currency Forward
The Company entered into the Deal-Contingent Forward to manage the risk of appreciation of the GBP-denominated
purchase price of the Castel acquisition. The fair value of the Deal-Contingent Forward was determined by comparing the
contractual foreign exchange rates to forward market rates for various future dates, probability weighted for when the
acquisition was anticipated to close, and discounted to the valuation date. The lowest level of inputs used that were
significant in determining the fair value were considered Level 3 inputs. See Note 13 , Derivatives , for further information
on the Deal-Contingent Forward.
Interest Rate Cap
The Company uses 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 is determined using the market standard methodology of discounting the future
expected cash receipts that would occur if variable interest rates rise above the strike rate of the cap. The variable interest
rates used in the calculation of projected receipts on the cap are 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 are considered Level 2 inputs. See Note 13 , 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 con sider forecasted revenu e and EBITDA and market risk adjusted revenue and EBITDA, which are
run through a series of simulations. As of December 31, 2024 , the models used risk-free rates, expected volatility, and a
credit spread that ranged from 3.5 % to 5.4 % , 6.8 % to 18.7 % , and 0.7 % to 2.6 % , respectively. As of December 31, 2023 ,
the models used risk-free rates, expected volatility, and a credit spread that ranged from 4.9 % to 5.4 % , 7.0 % to 21.7 % , and
3.3 % to 4.2 % , respectively. The Company discounts the expected payments created by the Monte Carlo model to present
value using a risk-adjusted rate that takes into consideration the market-based rates of return that reflect the ability of the
acquired entity to achieve its targets. The discount rate ranges used to present value the cash payments as of December 31,
2024 and 2023 , were 5.0 % to 6.6 % and 8.3 % to 9.1 % , respectively.
120
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 in the Consolidated Statements of Income. Changes in contingent consideration result from changes in the
assumptions regarding probabilities of successful achievement of r elated EBITDA and revenue milestones , the estimated
timing in which milestones are achieved, and the discount rate used to estimate the fair value of the liability. Contingent
consideration may change significantly as the Company’s revenue growth rate and EBITDA estimates evolve and
additional data is obtained, impacting the Company’s assumptions. The use of different assumptions and judgments could
result in a materially different estimate of fair value which may have a material impact on the results from operations and
financial position. See Note 4 , Mergers and Acquisitions , for further information on contingent consideration.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring
basis by fair value hierarchy input level:
As of December 31, 2024
As of December 31, 2023
Level 1
Level 2
Level 3
Level 1
Level 2
Level 3
Assets:
Interest rate cap
$ —
$ 13,936
$ —
$ —
$ 29,667
$ —
Contingently returnable
consideration
—
—
5,483
—
—
—
Liabilities:
Contingent consideration
—
—
129,059
—
—
41,050
Deal-Contingent Forward
—
—
—
—
—
852
Total assets and liabilities
measured at fair value
$ —
$ 13,936
$ 134,542
$ —
$ 29,667
$ 41,902
Contingently returnable consideration of $ 1.3 million and $ 4.2 million was recorded in Other current assets and Other non-
current assets, respectively, on the Consolidated Balance Sheets as of December 31, 2024 . Contingent consideration of
$ 48.2 million was recorded in Accounts payable and accrued liabilities on the Consolidated Balance Sheets as of
December 31, 2024 . Contingent consideration of $ 80.9 million and $ 41.1 million was recorded in Other non-current
liabilities on the Consolidated Balance Sheets as of December 31, 2024 and 2023 , respectively.
121
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:
Year Ended December 31,
2024
2023
Assets
Balance at beginning of period
$ —
$ —
Newly established assets due to acquisitions
4,868
—
Total gains included in earnings
684
—
Total losses included in OCI
( 69 )
—
Balance at end of period
$ 5,483
$ —
Liabilities
Balance at beginning of period
$ 41,902
$ 29,251
Newly established liabilities due to acquisitions
103,769
11,238
Newly established liability due to derivatives
—
852
Other (gains) losses included in earnings
( 12,171 )
8,473
Settlements
( 5,384 )
( 7,912 )
Acquisition measurement period adjustments
943
—
Balance at end of period
$ 129,059
$ 41,902
For the year ended December 31, 2023 , n ewly established liabilities due to acquisitions included $ 8.1 million of contingent
consideration established for the 2023 acquisitions and $ 3.1 million of acquired contingent consideration arrangements. For
the year ended December 31, 2024 , $ 5.4 million related to the loss on the settlement of the Deal-Contingent Forward is
presented in the operating section of the Consolidated Statements of Cash Flows. For the year ended December 31, 2023 ,
$ 3.4 million and $ 4.5 million settlements of contingent consideration are presented in the operating and financing sections,
respectively, of the Consolidated Statements of Cash Flows.
16. COMMITMENTS AND CONTINGENCIES
Legal – E&O and Other Considerations
As an E&S and Admitted markets intermediary, the Company faces ordinary course of business E&O exposure. The
Company also has potential E&O risk if an insurance carrier with which Ryan Specialty placed coverage denies coverage
for a claim or pays less than the insured believes is the full amount owed. The Company seeks to resolve, through
commercial accommodations, certain matters to limit the economic exposure, including potential legal fees, and
reputational risk created by a disagreement between a carrier and the insured, as well as other E&O matters.
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’s aggregate coverage for E&O losses increased from $ 100.0
million to $ 150.0 million as of June 1, 2024 . The Company’s per claim retention amount increased from $ 2.5 million to
$ 5.0 million as of June 1, 2023 . 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 $ 4.9
million and $ 6.4 million were recorded for outstanding matters as of December 31, 2024 and 2023 , respectively. Loss
contingencies exclude the impact of any loss recoveries. The Company recognized the net impact of the loss contingencies
and any loss recoveries of $ 1.8 million , $ 6.9 million , and $ 7.5 million of E&O expense for the years ended December 31,
2024 , 2023 , and 2022 , respectively, in General and administrative expense on the Consolidated Statements of Income. The
historical claim and commercial accommodation data used to project the current estimates may not be indicative of future
claim activity. Thus, the estimates could change in the future as more information becomes known, which could materially
impact the amounts reported and disclosed herein.
During 2022, the Company placed certain insurance policies through a trading partner with the understanding that the
policies were underwritten by highly rated insurance capital. The policies were instead underwritten by an insurance carrier
that was not considered satisfactory by the Company or the insureds. The Company committed to securing replacement
122
coverage, to the extent commercially available, from highly rated insurance companies on terms substantially similar to the
insurance coverage originally agreed upon. As a result of this unusual circumstance, the Company has and may continue to
incur losses (“Replacement Costs”) arising from the original placements. The Company has determined that it is probable
that it will be exposed to the Replacement Costs on policies placed with this trading partner. The Company recognized an
estimated loss contingency of $ 0.3 million and $ 0.2 million as of December 31, 2024 and 2023 , respectively, within
Accounts payable and accrued liabilities on the Consolidated Balance Sheets. Relatedly, the Company has obtained
sufficient evidence from its E&O insurance carriers to conclude that a recovery of the claim for the Replacement Costs, in
excess of the $ 2.5 million retention, is probable. A loss recovery of $ 20.2 million and $ 20.6 million was recorded as of
December 31, 2024 and 2023 , respectively, in Other current assets on the Consolidated Balance Sheets. In the aggregate,
the loss contingency and related loss recovery resulted in a $ 2.5 million expense recognized in the year ended December
31, 2022, and no further expense related to this matter has been recognized since.
It is at least reasonably possible that the estimate of Replacement Costs will change in the near term as policies are
adjusted . Further, exposure to additional losses may arise from policies that had expired prior to, or shortly after, the
discovery of this unusual circumstance, adjustable premiums arising from the addition or deletion of properties over the
policy term, unpaid covered claims, or other damages for losses incurred by our customers. An estimate of these potential
losses cannot be made at this time but could change in the future as more information becomes known.
17. RELATED PARTIES
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 a 53 % interest in RIH. 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, Ltd.
(“Geneva Re”), a Bermuda-regulated reinsurance company, and GR Bermuda SAC Ltd. (the “Segregated Account
Company”). The Segregated Account Company has one segre gated 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. 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.
The following table summarizes the change in the balance of the Company’s equity method investment in Geneva Re:
Year Ended December 31,
2024
2023
Balance at beginning of period
$ 46,099
$ 38,514
Income from equity method investment in related party
18,231
8,731
Change in share of equity method investment in related party other comprehensive
income (loss)
6,547
( 1,146 )
Balance at end of period
$ 70,877
$ 46,099
123
Geneva Re
The Company has a service agreement with Geneva Re to provide both administrative services to, as well as disburse
payments for costs directly incurred by, Geneva Re. These direct costs include compensation expenses incurred by
employees of Geneva Re. The Company had $ 0.3 million and $ 0.2 million due from Geneva Re under this agreement as of
December 31, 2024 and 2023 , 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 $ 1.5 million , $ 1.5 million , and $ 1.6 million for the years ended December 31, 2024 , 2023 , and 2022 ,
respectively. Receivables due from Geneva Re under this agreement were $ 0.7 million as of December 31, 2024 and 2023 .
On April 2, 2023, Ryan Re entered into a services agreement with Geneva Re in accordance with which Ryan Re
subcontracted certain services to Geneva Re that Ryan Re is required to provide to the segregated account of the
Segregated Account Company on behalf of the Third-party Insurer. The Company incurred expense of $ 10.5 million and
$ 7.5 million during the years ended December 31, 2024 and 2023 , respectively. The Company had prepaid expenses of
$ 5.2 million and $ 5.3 million as of December 31, 2024 and 2023 , respectively, related to this services agreement. The
prepaid expenses are included in Other currents assets on the Consolidated Balance Sheets.
Company Leasing of Corporate Jets
In the ordinary course of its business, the Company charters executive jets for business purposes from Executive Jet
Management (“EJM”), a third-party service provider. Mr. Ryan indirectly owns aircraft that he leases to EJM for EJM’s
charter operations for which he receives remuneration from EJM. The Company pays market rates for chartering aircraft
through EJM, unless the particular aircraft chartered is Mr. Ryan’s, in which case the Company receives a discount below
market rates. Historically, the Company has been able to charter Mr. Ryan’s aircraft and make use of this discount. The
Company recognized expense related to business usage of the aircraft of $ 1.2 million , $ 1.0 million , and $ 1.3 million for the
years ended December 31, 2024 , 2023 , and 2022 , respectively.
Personal Guarantee
In April 2021, Mr. Ryan personally guaranteed up to $ 10.0 million of the financial obligations of the Company under an
agency agreement with certain insurance companies that are affiliated with National Indemnity Company. The Company
did not pay Mr. Ryan any consideration for this guarantee. Mr. Ryan’s guarantee may be replaced by the Company with a
letter of credit at any time, subject to the prior approval of the insurance companies. Mr. Ryan will not personally guarantee
any further additional financial obligations of the Company or any of its subsidiaries.
18. INCOME TAXES
The Company is taxed as a corporation for income tax purposes and is subject to federal, state, and local taxes with respect
to its allocable share of any net taxable income from the LLC. The LLC is a limited liability company taxed as a
partnership for income tax purposes, and its taxable income or loss is passed through to its members, including the
Company. The LLC is subject to income taxes on its taxable income in certain foreign countries, in certain state and local
jurisdictions that impose income taxes on partnerships, and on the taxable income of its U.S. corporate subsidiaries.
The components of income before income taxes are as follows:
Year Ended December 31,
2024
2023
2022
United States
$ 270,345
$ 224,813
$ 159,778
Foreign
2,209
13,112
19,414
Income before income taxes
$ 272,554
$ 237,925
$ 179,192
124
The components of income tax expense are as follows:
Year Ended December 31,
2024
2023
2022
Current income tax expense
Federal
$ 3,494
$ 9,179
$ 408
State
3,704
3,338
1,840
Foreign
9,126
5,438
4,701
Current income tax expense
$ 16,324
$ 17,955
$ 6,949
Deferred income tax expense (benefit)
Federal
20,497
31,941
13,164
State
7,429
( 5,454 )
( 4,198 )
Foreign
( 1,609 )
( 997 )
20
Deferred income tax expense
$ 26,317
$ 25,490
$ 8,986
Income tax expense
$ 42,641
$ 43,445
$ 15,935
Reconciliations of income tax expense computed at the U.S. federal statutory income tax rate to the recognized income tax
expense and the U.S. statutory income tax rate to our effective tax rates are as follows:
Year Ended December 31,
2024
2023
2022
Income taxes at U.S. federal statutory rate
$ 57,236
21.0 %
$ 49,964
21.0 %
$ 37,630
21.0 %
Income attributable to non-controlling interests
and nontaxable income
( 29,998 )
( 11.0 )
( 26,195 )
( 11.0 )
( 18,662 )
( 10.4 )
Nondeductible expenses
3,215
1.2
2,943
1.2
2,474
1.4
State and local taxes, net of federal benefit
7,804
2.9
6,642
2.8
4,671
2.6
Equity-based compensation
( 13,876 )
( 5.1 )
( 2,481 )
( 1.0 )
( 2,374 )
( 1.3 )
Common Control Reorganizations
9,519
3.5
18,356
7.7
—
—
Foreign rate differential
190
0.1
259
0.1
376
0.2
Change in state rate
2,968
1.1
( 12,091 )
( 5.1 )
( 7,477 )
( 4.2 )
Change in valuation allowance
3,571
1.3
2,908
1.2
—
—
Other TRA related (income) loss
( 772 )
( 0.3 )
2,785
1.2
—
—
Other
2,784
1.0
355
0.1
( 703 )
( 0.4 )
Income tax expense
$ 42,641
15.7 %
$ 43,445
18.2 %
$ 15,935
8.9 %
The effective tax rate for the year ended December 31, 2024 , was lower than the 21 % statutory rate primarily as a result of
the income attributable to non-controlling interests and equity-based compensation, offset by an increase related to the
change in the deferred income tax rates and $ 9.5 million of non-cash deferred income tax expense from the Common
Control Reorganizations (“CCRs”), which are described below. The effective tax rate for the year ended December 31,
2023 , was lower than the 21 % statutory rate primarily as a result of the income attributable to non-controlling interests,
change in the deferred income tax rates, and equity-based compensation, offset by an increase of $ 18.4 million non-cash
deferred income tax expense related to the CCRs.
Uncertain Tax Positions
The Company does not believe it has any significant uncertain tax positions and therefore has no unrecognized tax benefits
as of December 31, 2024 , that if recognized would affect the annual effective tax rate. The Company’s 2021 through 2023
tax years are considered open for federal examination purposes. The 2020 through 2023 tax years are considered open for
purposes of federal examination under the statutes of limitations for the LLC, which continues to file an annual U.S. Return
of Partnership Income, and the Company’s C-Corporation subsidiaries. As of the issuance date of this Form 10-K, one of
the LLC’s subsidiaries is under U.S. federal and state examination for the 2020 tax year and another is under U.S. federal
examination for the 2022 tax year. The Company is under examination by a local tax jurisdiction for the 2021 tax year.
125
There are no other on-going U.S. federal, state, or foreign tax audits or examinations as of the date of issuance of this Form
10-K.
Common Control Reorganizations (CCRs)
Subsequent to the acquisition of Innovisk, which was purchased by Ryan Specialty Holdings, Inc., the Company
reorganized Innovisk and transferred the resulting LLCs and foreign subsidiaries to Ryan Specialty, LLC. This legal entity
reorganization was considered a transaction between entities under common control. The CCR resulted in deferred tax
liabilities of $ 40.7 million and a non-cash deferred income tax expense of $ 11.4 million . Additionally, the difference
between the carrying value and the fair value of the investments transferred under common control resulted in an increase
of $ 7.3 million to Non-controlling interests on the Consolidated Statements of Stockholders’ Equity during the year ended
December 31, 2024 .
Subsequent to the acquisitions of Socius and AccuRisk, which were purchased by a wholly owned subsidiary of Ryan
Specialty Holdings, Inc., the Company converted Socius to an LLC and reorganized AccuRisk and transferred those LLCs
to Ryan Specialty, LLC. These legal entity reorganizations were considered transactions between entities under common
control. The CCRs resulted in a net, non-cash deferred income tax expense of $ 18.4 million . Additionally, the difference
between the carrying value and the fair value of the investments transferred under common control resulted in an increase
of $ 18.9 million to Non-controlling interests on the Consolidated Statements of Stockholders’ Equity during the year ended
December 31, 2023 . During the year ended December 31, 2024 , as a result of the measurement period adjustments for
AccuRisk, the Company recognized $ 1.9 million of non-cash deferred income tax benefit.
Deferred Tax Assets and Liabilities
The components of deferred tax assets and liabilities are as follows:
As of December 31,
2024
2023
Deferred tax assets
Net operating losses
$ 14,687
$ 1,681
Investment in the LLC
429,850
375,218
Start-up costs
6,246
6,820
Equity-based compensation
1,628
686
Tax credits
5,491
2,908
Capitalized research and development
890
—
Other accrued items
151
—
Total deferred tax assets
$ 458,943
$ 387,313
Valuation allowances
( 7,759 )
( 3,272 )
Deferred tax assets, net of valuation allowance
$ 451,184
$ 384,041
Deferred tax liabilities
Intangibles
( 42,817 )
( 53 )
Fixed assets
—
( 149 )
Other accrued items
—
( 78 )
Deferred tax liabilities
$ ( 42,817 )
$ ( 280 )
Net Deferred tax assets
$ 408,367
$ 383,761
During the years ended December 31, 2024 and 2023 , the changes in Deferred tax assets were primarily the result of
reductions to the deferred tax assets from the CCRs of $ 41.2 million and $ 77.0 million , respectively, offset by increases in
the investment in the LLC’s deferred tax assets of $ 97.1 million and $ 63.9 million , respectively, due to exchanges of LLC
Common Units for Class A common stock. Additionally, during the year ended December 31, 2024 , Deferred tax assets
increased by $ 13.9 million due to equity-based compensation. The change in the Deferred tax liabilities during the year
ended December 31, 2024 , was primarily the result Deferred tax liabilities established on acquired intangibles in
connection with the acquisitions of Castel and Innovisk of $ 21.8 million and $ 21.0 million , respectively.
126
As of December 31, 2024 , the Company had $ 40.2 million of federal net operating loss (“NOL”) carryforwards with an
indefinite carryforward period, $ 37.2 million of state NOL carryforwards that will begin to expire in 2036 , and $ 14.1
million of foreign NOL carryforwards with an indefinite carryforward period. The Company has recorded valuation
allowances of $ 4.4 million and $ 9.0 million against the state and foreign NOLs, respectively.
As of December 31, 2024 , the Company had $ 5.5 million in foreign tax credit carryforwards that will begin to expire in
2031 . The Company assessed the available positive and negative evidence, including tax planning strategies and recent
results of foreign operations, to determine whether it was more likely than not that the existing deferred tax asset would be
realized. A significant piece of objective negative evidence evaluated was the inability to use all available foreign tax
credits for the year ended December 31, 2024 . On the basis of this evaluation, a full valuation allowance of $ 5.5 million
was recorded with respect to this deferred tax asset as of December 31, 2024 . The amount of the deferred tax asset
considered realizable, however, could be adjusted in the future if estimates of the Company’s ability to use the available
foreign tax credits change.
As of December 31, 2024 , 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, start-up costs,
and U.S. net operating losses are more likely than not to be realized. As such, no valuation allowance has been recognized
against those deferred tax assets. The Company has recorded a full valuation allowance against its foreign tax credits and
valuation allowances against certain state and foreign NOLs . The valuation allowances will be maintained until there is
sufficient evidence to support the reversal of all or some portion of the allowances.
Tax Receivable Agreement (TRA)
The Company recognizes a liability on the Consolidated Balance Sheets based on the undiscounted estimated future
payments under the TRA. The amounts payable under the TRA will vary depending upon a number of factors, including
the amount, character, and timing of the taxable income of the Company in the future. Based on current projections, the
Company anticipates having sufficient taxable income to be able to realize the benefits and has recorded Tax Receivable
Agreement liabilities of $ 436.3 million related to these benefits on the Consolidated Balance Sheets as of December 31,
2024 . The following summarizes activity related to the Tax Receivable Agreement liabilities:
Exchange Tax
Attributes
Pre-IPO M&A
Tax Attributes
TRA Payment
Tax Attributes
TRA
Liabilities
Balance at December 31, 2022
$ 150,311
$ 85,016
$ 60,020
$ 295,347
Exchange of LLC Common Units
47,409
6,489
14,689
68,587
Remeasurement – change in state rate
5,910
905
3,549
10,364
Interest expense
—
—
806
806
Payments
( 8,962 )
( 6,596 )
( 648 )
( 16,206 )
Balance at December 31, 2023
$ 194,668
$ 85,814
$ 78,416
$ 358,898
Exchange of LLC Common Units
73,433
5,660
21,982
101,075
Remeasurement – change in state rate
( 932 )
( 391 )
( 1,183 )
( 2,506 )
Remeasurement – foreign tax credits
( 895 )
—
—
( 895 )
Interest expense
—
—
1,302
1,302
Payments
( 13,041 )
( 7,668 )
( 869 )
( 21,578 )
Balance at December 31, 2024
$ 253,233
$ 83,415
$ 99,648
$ 436,296
The increases in the TRA liabilities due to exchanges of LLC Common Units for Class A common stock were recognized
in Additional paid-in capital on the Consolidated Statements of Stockholders’ Equity. During the year ended December 31,
2024 , the Company remeasured the TRA liabilities due to changes in state tax rates, which decreased its estimated cash tax
savings rate from 26.12 % to 26.00 % . During the year ended December 31, 2023 , the Company remeasured the TRA
liabilities due to changes in state tax rates, which increased its estimated cash tax savings from 25.53 % to 26.12 % . The
changes were recognized in Other non-operating loss on the Consolidated Statements of Income. Total realized tax savings
in 2024 for the year ended December 31, 2023 , from each of the tax attributes associated with the TRA were $ 24.4 million ;
$ 20.7 million , exclusive of the related accrued interest, was paid to current and certain former LLC unitholders,
representing 85 % of the realized tax savings. The remaining 15 % , or $ 3.7 million , of the realized tax savings was retained
by the Company.
127
Non-controlling Interest Holders’ Tax Distributions
The Company declared tax distributions to the non-controlling interest holders of $ 84.8 million , $ 74.6 million , and $ 28.7
million during the years ended December 31, 2024 , 2023 , and 2022 , respectively. Non-controlling interest holders ’ tax
distributions for quarterly estimates are generally paid throughout the year they relate to, and a final payment is made in the
first half of the subsequent year.
Other Comprehensive Income (Loss)
The following table summarizes the tax effects on the components of Other comprehensive income (loss):
Year Ended December 31,
2024
2023
2022
Gain on interest rate cap
$ ( 1,945 )
$ ( 1,628 )
$ ( 2,727 )
Gain on interest rate cap reclassified to earnings
3,101
2,734
—
Foreign currency translation adjustments
1,370
( 272 )
538
Change in share of equity method investment in related party
( 842 )
173
713
19. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Changes in the balance of Accumulated other comprehensive income (loss), net of tax, are as follows:
Gain on
Interest Rate
Cap
Foreign
Currency
Translation
Adjustments
Change in EMI
Other
Comprehensive
Income (Loss) 1
Total
Balance at December 31, 2021
$ —
$ 1,827
$ ( 113 )
$ 1,714
Other comprehensive income (loss) before
reclassifications
24,389
( 4,684 )
( 5,774 )
13,931
Amounts reclassified to earnings
( 2,175 )
—
—
( 2,175 )
Other comprehensive income (loss)
$ 22,214
$ ( 4,684 )
$ ( 5,774 )
$ 11,756
Less: Non-controlling interests
14,149
( 3,014 )
( 3,700 )
7,435
Balance at December 31, 2022
$ 8,065
$ 157
$ ( 2,187 )
$ 6,035
Other comprehensive income (loss) before
reclassifications
12,028
2,125
( 973 )
13,180
Amounts reclassified to earnings
( 20,161 )
—
—
( 20,161 )
Other comprehensive income (loss)
$ ( 8,133 )
$ 2,125
$ ( 973 )
$ ( 6,981 )
Less: Non-controlling interests
( 4,765 )
1,300
( 557 )
( 4,022 )
Balance at December 31, 2023
$ 4,697
$ 982
$ ( 2,603 )
$ 3,076
Other comprehensive income (loss) before
reclassifications
14,003
( 8,914 )
5,708
10,797
Amounts reclassified to earnings
( 21,623 )
—
—
( 21,623 )
Other comprehensive income (loss)
$ ( 7,620 )
$ ( 8,914 )
$ 5,708
$ ( 10,826 )
Less: Non-controlling interests
( 4,358 )
( 4,922 )
3,326
( 5,954 )
Balance at December 31, 2024
$ 1,435
$ ( 3,010 )
$ ( 221 )
$ ( 1,796 )
1 Change in share of equity method investment in related party other comprehensive income (loss) on the Consolidated
Statements of Comprehensive Income .
128
20 . SEGMENT REPORTING
Segment Information
Ryan Specialty is organized as a single operating and reporting segment. The Company’s chief operating decision maker
(“CODM”) is its Chief Executive Officer. The Company has identified its single operating segment utilizing a management
approach that aligns with the manner in which the CODM utilizes the Company’s consolidated financial information for
resource allocation and performance evaluation. Refer to Note 1 , Basis of Presentation , for a description of the Company’s
products and services and to Note 3 , Revenue from Contracts with Customers , for the disaggregation of revenue by
Specialty.
The CODM utilizes consolidated net income as the primary metric to monitor budget versus actual results, assess the
performance of the business, and make decisions regarding resource allocation. The following table provides information
about the Company’s revenue and includes a reconciliation to net income:
Year Ended December 31,
2024
2023
2022
Net commissions and fees
$ 2,455,671
$ 2,026,596
$ 1,711,861
Fiduciary investment income
60,039
50,953
13,332
Total revenue
$ 2,515,710
$ 2,077,549
$ 1,725,193
Compensation-related expense 1
1,426,674
1,222,342
1,021,823
General and administrative expense 2
277,813
230,467
185,956
Other segment items 3
238,640
144,401
118,173
Depreciation and amortization
167,630
115,837
109,291
Change in contingent consideration
( 22,859 )
5,421
442
Interest income
( 21,509 )
( 31,986 )
( 10,579 )
Interest expense
179,957
151,493
115,408
Loss (income) from equity method investment in related party
( 18,231 )
( 8,731 )
414
Income tax expense
42,641
43,445
15,935
Other non-operating loss
15,041
10,380
5,073
Net income
$ 229,913
$ 194,480
$ 163,257
1 Compensation-related expense includes salaries, commissions, bonus compensation, benefits, payroll taxes, and
contractor costs, and excludes equity-based compensation expense, acquisition, and restructuring related expenses.
2 General and administrative expense includes travel and entertainment, professional services, occupancy, IT related costs,
and other operating costs, and excludes acquisition and restructuring related expenses.
3 Other segment items include equity-based compensation expense, and acquisition and restructuring related compensation
and general and administrative expenses.
Geographic Information
Revenue is primarily recognized based on the country in which the services are performed. The below table illustrates the
geographic regions for the Company’s revenue:
Year Ended December 31,
2024
2023
2022
United States
$ 2,391,980
$ 2,022,579
$ 1,676,042
Foreign
123,730
54,970
49,151
Total revenue
$ 2,515,710
$ 2,077,549
$ 1,725,193
The Company did not have material revenue from operations in any individual foreign country for the years ended
December 31, 2024 , 2023 , and 2022 . Asset information is not presented to the CODM. Substantially all of the Company’s
129
tangible long-lived assets are located in the United States; therefore, geographic information for long-lived assets is not
presented.
21. SUPPLEMENTAL FINANCIAL INFORMATION
Interest Income
The Company earned interest income of $ 21.5 million , $ 32.0 million , and $ 10.6 million during the years ended
December 31, 2024 , 2023 , and 2022 , 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:
Year Ended December 31,
2024
2023
2022
Cash paid for:
Interest, net 1
$ 136,953
$ 128,380
$ 88,504
Income taxes, net of refunds
27,331
16,401
11,226
Non-cash investing and financing activities:
Non-controlling interest holders’ tax distributions declared but
unpaid
$ 2,109
$ 35
$ —
Tax Receivable Agreement liabilities
101,075
68,587
26,003
Dividend Equivalents and Declared Distributions liabilities
4,246
—
—
Contingently returnable consideration
4,868
—
—
Contingent consideration liabilities
103,769
11,238
—
1 Interest paid is presented net of $ 24.7 million , $ 22.9 million , and $ 2.2 million of cash received in connection with the
Company’s interest rate cap for the years ended December 31, 2024 , 2023 , and 2022 , respectively. See Note 13 ,
Derivatives , for further information on the interest rate cap.
22. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through February 21, 2025 , and has concluded that no events have occurred
that require disclosure other than the events listed below.
On February 3, 2025 , the Company completed the acquisition of Velocity Risk Underwriters, LLC, an MGU specializing
in first-party insurance coverage for catastrophe exposed properties headquartered in Nashville, Tennessee, for
approximately $ 525.0 million cash consideration, subject to customary purchase price adjustments . This acquisition will
include contingent consideration in its final purchase price, however, the Company has not yet completed the valuation of
the contingent consideration or the purchase price allocation to the acquired assets and assumed liabilities as of the date of
this filing.
On February 20, 2025 , the Company’s Board of Directors declared a regular quarterly cash dividend of $ 0.12 per share of
outstanding Class A common stock. The regular quarterly dividend will be paid on March 18, 2025 , to shareholders of
record of Class A common stock as of the close of business on March 4, 2025 . Any future dividends will be subject to the
approval of the Company’s Board of Directors.
130
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rule 13a–15(e) and Rule 15d–15(e) under the
Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by the Company
in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the
time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to provide reasonable assurance that information required to be disclosed by the
Company in the reports that we file or submit under the Exchange Act is accumulated and communicated to our
management, including our principal executive and principal financial officers, as appropriate to allow timely decisions
regarding required disclosure. Based on such evaluation, our principal executive officer and principal financial officer have
concluded that as of December 31, 2024, our disclosure controls and procedures were effective at the reasonable assurance
level.
Management’s Report on Internal Control Over Financial Reporting
Management of Ryan Specialty is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control
over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with U.S. GAAP, and includes those policies and
procedures that:
(1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of the assets of the Company;
(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles and that receipts and expenditures
of the Company are being made only in accordance with authorizations of management and directors of the
Company; and
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the Company’s assets that could have a material effect on the financial statements.
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting
objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human
diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal
control over financial reporting can also be circumvented by collusion or improper management override. Because of such
limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control
over financial reporting. However, these inherent limitations are known features of the financial reporting process.
Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
Under the supervision and with the participation of our senior management, including our Chief Executive
Officer and Chief Financial Officer, we assessed the effectiveness of our internal control over financial reporting as of
December 31, 2024. In making this assessment, we used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in the Internal Control - Integrated Framework (2013 Framework). Ryan
Specialty acquired Castel Underwriting Agencies Limited (“Castel”) on May 1, 2024, US Assure Insurance Services of
Florida, Inc. (“US Assure”) on August 30, 2024, and Innovisk Capital Partners (“Innovisk”) on November 4, 2024.
Management excluded Castel, US Assure, and Innovisk from its assessment of the effectiveness of the Company’s int ernal
control over financial reporting as of December 31, 2024. This exclusion is in accordance with SEC guidance that an
assessment of a recently acquired business’s internal control over financial reporting may be omitted from management’s
report on internal control over financial reporting in the year of acquisition of the business. As of the year ended December
31, 2024, each of the acquisition’s assets (excluding goodwill and intangibles, which are included in the scope of the
assessment) as a percentage of the Company ’ s total assets were: Castel 1.9%, US Assure 1.5%, and Innovisk 0.7% and for
the year ended December 31, 2024, each of the acquisition ’ s revenue as a percentage of the Company ’ s revenue were:
131
Castel 1.6%, US Assure 1.9%, and Innovisk 0.4%. Based on this assessment, management has concluded that the Company
maintained effective internal control over financial reporting as of December 31, 2024.
The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by
Deloitte & Touche LLP, the Company’s independent registered public accounting firm. The attestation report of our
independent registered public accounting firm on the effectiveness of our internal control over financial reporting is set
forth in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There have been no changes in internal control over financial reporting during the three months ended
December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
ITEM 9B. OTHER INFORMATION
Insider Trading Arrangements and Policies
During the quarter ended December 31, 2024, none of our directors or officers (as defined in Section 16 of the
Securities Exchange Act of 1934, as amended), adopted or terminated a “ Rule 10b5-1 trading arrangement t” or a “non-
Rule 10b5-1 trading arrangement ” (each as defined in Item 408 of Regulation S-K).
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable
132
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item regarding directors and executive officers is incorporated herein by reference to
our definitive Proxy Statement to be filed with the SEC in connection with the Annual Meeting of Shareholders to be held
in 2025 (the “Proxy Statement”).
We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal
accounting officer, and controller. A copy of our Code of Conduct that applies to all our employees including our principal
executive officer, principal financial officer, principal accounting officer, and controller and other persons performing
similar functions is available on our website at www.ryanspecialty.com. Any substantive amendments to or waivers from
the Code of Conduct (to the extent applicable to our Chief Executive Officer, Chief Financial Officer or officers
responsible for financial reporting) will be disclosed on the Company’s website. We will provide a copy of the Code of
Conduct without charge upon written request to the Company’s Corporate Secretary, 155 North Wacker Drive, Suite 4000,
Chicago, IL 60606.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item regarding director and executive officer compensation and compensation
committee interlocks and insider participation is incorporated herein by reference to our Proxy Statement.
The material incorporated herein by reference to the information set forth under the heading “Compensation
Committee Report” in the Proxy Statement shall be deemed furnished, and not filed, in this Form 10-K and shall not be
deemed incorporated by reference into any filing under the Securities Act or the Exchange Act as a result of this furnishing,
except to the extent that it is specifically incorporated by reference by Ryan Specialty.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information regarding equity compensation plans and the security ownership of certain beneficial owners and
management of Ryan Specialty’s common stock is incorporated herein by reference to our Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this Item regarding certain relationships and related transactions, and director
independence is incorporated herein by reference to our Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The Information required by this Item regarding fees billed to us by our principal accountant, Deloitte &Touche LLP
(PCAOB ID No. 34 ) and other matters is incorporated herein by reference to our Proxy Statement.
133
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) and (2).
The following documents have been included in Part II, Item 8.
• Report of Deloitte & Touche LLP Independent Registered Public Accounting Firm, on Financial Statements
• Consolidated Statements of Income for the Years Ended December 31, 2024, 2023, and 2022
• Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023, and 2022
• Consolidated Balance Sheets as of December 31, 2024 and 2023
• Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022
• Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2024, 2023 and 2022
• Notes to Consolidated Financial Statements
All schedules are omitted because the required information is either inapplicable or presented within the consolidated
financial statements or related notes.
(a)(3).
List of Exhibits (numbered in accordance with Item 601 of Regulation S-K)
Exhibit
Number
Description
3.1
3.2
3.3
4.1
4.2
4.3
4.4
4.5
4.6
134
4.7
10.1
10.2
10.3
+
10.4
+
10.5
10.6
+
10.7
+
10.8
+
10.9
+
10.1
+
10.11
+
10.12
+
10.13
+
10.14
+
10.15
+
10.16
10.17
135
10.18
10.19
+
19.1
21.1
23.1
31.1
31.2
32.1
*
32.2
*
97.1
101.INS
Inline XBRL (Extensible Business Reporting Language) Instance Document – the instance document does
not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL
document.
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* The certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are to be deemed "furnished" with this Annual
Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act, except to the
extent that the registrant specifically incorporates it by reference.
+  Management contract or compensatory plan or arrangement
ITEM 16. FORM 10-K SUMMARY
None
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date February 20, 2025
Ryan Specialty Holding, Inc
By:
/s/ Timothy W. Turner
Timothy W. Turner, Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Patrick G. Ryan
Executive Chairman and Chairman of the Board of Director
February 20, 2025
Patrick G. Ryan
/s/ Timothy W. Turner
Chief Executive Officer and Director (Principal Executive
Officer)
February 20, 2025
Timothy W. Turner
/s/ Janice M. Hamilton
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
February 20, 2025
Janice M. Hamilton
/s/ Henry S. Bienen
Director
February 20, 2025
Henry S. Bienen
/s/ David P. Bolger
Director
February 20, 2025
David P. Bolger
/s/ Michelle L. Collins
Director
February 20, 2025
Michelle L. Collins
/s/ Francesca Cornelli
Director
February 20, 2025
Francesca Cornelli
/s/ Nicholas D. Cortezi
Director
February 20, 2025
Nicholas D. Cortezi
/s/ D. Cameron Findlay
Director
February 20, 2025
D. Cameron Findlay
/s/ Anthony J. Kuczinski
Director
February 20, 2025
Anthony J. Kuczinski
/s/ Robert Le Blanc
Director
February 20, 2025
Robert Le Blanc
/s/ Michael D. O’Halleran
Director
February 20, 2025
Michael D. O’Halleran
/s/ John W. Rogers, Jr
Director
February 20, 2025
John W. Rogers, Jr
/s/ Patrick G. Ryan, Jr.
Director
February 20, 2025
Patrick G. Ryan, Jr.
[Signature Page to 10-K]
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsNote 16, Commitments and ContingenciesItem 4. Mine Safety DisclosurePart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters andItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results OfItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting andItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management andItem 13. Certain Relationships and Related Transactions, and DirectorItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Amended and Restated Certificate of Incorporation of Ryan Specialty Holdings, Inc., dated July 21, 2021(incorporated by reference to Exhibit 3.1 to the Registrants Form 8-K filed on July 27, 2021). 3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Ryan SpecialtyHoldings, Inc., dated June 3, 2022 (incorporated by reference to Exhibit 3.1 to the Registrants Form 8-Kfiled on June 8, 2022). 3.3 Amended and Restated Bylaws of Ryan Specialty Holdings, Inc., dated July 21, 2021 (incorporated byreference to Exhibit 3.2 to the Registrants Form 8-K filed on June 8, 2022). 4.1 Registration Rights Agreement, dated July 26, 2021, by and among Ryan Specialty Holdings, Inc. and theother signatories party thereto (incorporated by reference to Exhibit 4.1 to the Registrants Form 8-K filedon July 27, 2021). 4.2 Indenture, dated as of February 3, 2022, by and among Ryan Specialty, LLC, the guarantors party theretoand U.S. Bank National Association as trustee and as notes collateral agent (incorporated by reference toExhibit 4.1 to the Registrants Form 8-K filed on February 7, 2022). 4.3 Form of 4.375% Senior Secured Notes due 2030 (incorporated by reference to Exhibit A to Exhibit 4.1 tothe Registrants Form 8-K filed on February 7, 2022). 4.4 Indenture, dated as of September 19, 2024, by and among Ryan Specialty, LLC, the guarantors party theretoand U.S. Bank National Association as trustee and as notes collateral agent (incorporated by reference toExhibit 4.1 to the Registrants Form 8-K filed on September 19, 2024). 4.5 Form of 5.875% Senior Secured Notes due 2032 (incorporated by reference to Exhibit A to Exhibit 4.1 tothe Registrants Form 8-K filed on September 19, 2024). 4.6 First Supplemental Indenture to that certain Indenture, dated as of September 19, 2024, by and among RyanSpecialty, LLC, the guarantors party thereto and U.S. Bank National Association as trustee and as notescollateral agent (incorporated by reference to Exhibit 4.2 to the Registrants Form 8-K filed on December 9,2024) 4.7 Description of Capital Stock (incorporated by reference to Exhibit 4.4 to the Registrants Form 10-K filedon March 16, 2022). 10.1 Amended and Restated Tax Receivable Agreement, dated as of August 9, 2022, by and among RyanSpecialty Holdings, Inc. and the other signatories party thereto (incorporated by reference to Exhibit 10.1 tothe Registrants Quarterly Report on Form 10-Q filed on August 12, 2022). 10.2 Eighth Amended and Restated Limited Liability Company Agreement of Ryan Specialty, LLC, dated as ofJuly 5, 2023, by and among Ryan Specialty, LLC and the other signatories party thereto, (incorporated byreference to Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q filed on November 03, 2023). 10.3 + Form of Director and Officer Indemnification Agreement, by and among Ryan Specialty Holdings, Inc. andthe other signatories party thereto (incorporated by reference to Exhibit 10.4 to the Registrants RegistrationStatement on Form S-1 filed with the Securities and Exchange Commission on June 21, 2021). 10.4 + Indemnification Agreement, by and among Ryan Specialty Holdings, Inc. and Patrick G. Ryan, dated as ofJuly 26, 2021 (incorporated by reference to Exhibit 10.4 to the Registrants Form 8-K filed on July 27,2021). 10.5 Director Nomination Agreement, dated as of July 26, 2021, by and among Ryan Specialty Holdings, Inc.and the other signatories party thereto (incorporated by reference to Exhibit 10.5 to the Registrants Form 8-K filed on July 27, 2021). 10.6 + Ryan Specialty Holdings, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.7 tothe Registrants Quarterly Report on Form 10-Q filed on August 12, 2022). 10.7 + First Amendment to the Ryan Specialty Holdings, Inc. 2021 Omnibus Incentive Plan, (incorporated byreference to Exhibit 10.8 to the Registrants Form 10-K filed on March 1, 2023). 10.8 + Ryan Specialty Holdings, Inc. Form of Class C Common Incentive Unit Grant Agreement (Staking Unit)(incorporated by reference to Exhibit 10.6 to the Registrants Registration Statement on Form S-8 filed onJuly 23, 2021). 10.9 + Ryan Specialty Holdings, Inc. Form of Class C Common Incentive Unit Grant Agreement (Reload Unit)(incorporated by reference to Exhibit 10.7 to the Registrants Registration Statement on Form S-8 filed onJuly 23, 2021). 10.1 + Ryan Specialty Holdings, Inc. Form of Common Unit Grant Agreement (incorporated by reference toExhibit 10.8 to the Registrants Registration Statement on Form S-8 filed on July 23, 2021). 10.11 + Ryan Specialty Holdings, Inc. Form of Restricted Stock Unit Agreement (Non-Employee Directors),(incorporated by reference to Exhibit 10.15 to the Registrants Form 10-K filed on March 16, 2022). 10.12 + Ryan Specialty Holdings, Inc. Form of Restricted LLC Unit Agreement (2022), (incorporated by referenceto Exhibit 10.11 to the Registrants Form 10-K filed on February 28, 2024). 10.13 + Ryan Specialty Holdings, Inc. Form of Class C Common Incentive Unit Grant Agreement (PSI Units),(incorporated by reference to Exhibit 10.12 to the Registrants Form 10-K filed on February 28, 2024). 10.14 + Ryan Specialty Holdings, Inc. Form of Performance-Based Restricted Stock Unit Agreement (DELTAPSUS), (incorporated by reference to Exhibit 10.14 to the Registrants Form 10-Q filed on May 30, 2024). 10.15 + Ryan Specialty Holdings, Inc. Form of Performance-Based Restricted LLC Unit Agreement (DELTAPLUS), (incorporated by reference to Exhibit 10.15 to the Registrants Form 10-Q filed on May 30, 2024). 10.16 Seventh Amendment to the Credit Agreement, dated September 13, 2024, including Exhibit A, a conformedcopy of the Credit Agreement, dated as of September 1, 2020, among Ryan Specialty, LLC and JPMorganChase Bank, N.A., as administrative agent and the other lenders party thereto, as amended March 30, 2021,July 26, 2021, August 13, 2021, April 29, 2022, January 19, 2024, July 30, 2024 and September 13, 2024,(incorporated by reference to Exhibit 10.16 to the Registrants Form 10-Q filed on October 31, 2024). 10.17 Third Amended and Restated Limited Liability Company Operating Agreement of New Ryan Specialty,LLC dated as of July 5, 2023, by and among New Ryan Specialty, LLC and the other signatories partythereto, (incorporated by reference to Exhibit 10.20 to the Registrants Quarterly Report on Form 10-Q filedon November 03, 2023). 10.18 First Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement ofNew Ryan Specialty, LLC, dated as of April 30, 2024, by and among New Ryan Specialty, LLC, and theother signatories party thereto, (incorporated by reference to Exhibit 10.18 to the Registrants QuarterlyReport on Form 10-Q filed on August 02, 2024). 10.19 + Ryan Specialty Group Services, LLC Executive Severance Plan, (incorporated by reference to Exhibit 10.15to the Registrants Form 10-K filed on February 28, 2024). 19.1 Ryan Specialty Holdings, Inc. Insider Trading Policy dated May 1, 2023, filed herewith. 21.1 Subsidiaries of the Registrant, filed herewith. 23.1 Consent of Deloitte & Touche LLP, filed herewith. 31.1 Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuantto Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. 31.2 Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuantto Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. 32.1 * Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, furnished herewith. 32.2 * Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, furnished herewith. 97.1 Clawback Policy Pursuant to Rule 10D-1 under the Securities Exchange Act of 1934 (incorporated byreference to Exhibit 10.15 to the Registrants Form 10-K filed on February 28, 2024).