Forward-looking statements notice
Summary of Third Quarter 2025 Results Third Quarter 2025 Review* Third Quarter 2025 Net Commissions and Fees by Specialty and Revenue by Type Quarterly Dividend Forward-Looking Statements and restructuring related compensation expenses, and (iii) other exceptional or non-recurring compensation the impact of federal and state statutory tax rates on 100% of the Company’s adjusted pre-tax income as if the Consolidated Statements of Income (Unaudited) Consolidated Balance Sheets (Unaudited) Reconciliation of Organic Revenue Growth Rate Reconciliation of Adjusted Compensation and Benefits Expense to Compensation and Benefits Expense Reconciliation of Adjusted EBITDAC to Net Income Reconciliation of Adjusted Net Income to Net Income Reconciliation of Adjusted Diluted Earnings per Share to Diluted Earnings per Share Reconciliation of Credit Adjusted EBITDAC to Net Income Nine Months EndedSeptember 30,(in thousands)20252024CASH FLOWS FROM OPERATING ACTIVITIESNet income$182,919$187,358Adjustments to reconcile net income to cash flows provided by operating activities:Income from equity method investments(15,050)(13,510)Amortization204,84197,711Depreciation9,1346,820Prepaid and deferred compensation expense33,61325,220Non-cash equity-based compensation50,98861,664Amortization of deferred debt issuance costs7,15721,838Amortization of interest rate cap premium5,2165,216Deferred income tax expense (benefit)11,472(1,959)Deferred income tax expense from common control reorganization47,978 - Loss on Tax Receivable Agreement783646Changes in operating assets and liabilities, net of acquisitions:Commissions and fees receivable - net(6,392)21,514Accrued interest liability(12,489)2,260Other current and non-current assets19,520(12,826)Other current and non-current accrued liabilities(159,269)(146,724)Total cash flows provided by operating activities$380,421$255,228CASH FLOWS FROM INVESTING ACTIVITIESBusiness combinations - net of cash acquired and cash held in a fiduciary capacity(636,925)(1,256,732)Capital expenditures(50,678)(29,705)Equity method investment in VSIC(16,561) - Asset acquisitions(3,014) - Total cash flows used in investing activities$(707,178)$(1,286,437)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from Senior Secured Notes - 595,200Borrowings on Revolving Credit Facility1,114,872850,000Repayments on Revolving Credit Facility(990,857)(850,000)Debt issuance costs paid(2,889)(16,771)Proceeds from term debt - 107,625Repayment of term debt(12,750)(8,250)Receipt of contingently returnable consideration1,927 - Payment of contingent consideration(29,252) - Tax distributions to non-controlling LLC Unitholders(45,695)(65,833)Receipt of taxes related to net share settlement of equity awards35,17426,502Taxes paid related to net share settlement of equity awards(36,051)(18,516)Class A common stock dividends and Dividend Equivalents paid(46,825)(66,507)Distributions and Declared Distributions paid to non-controlling LLC Unitholders(20,428)(16,754)Payment of accrued return on Ryan Re preferred units(249)(2,047)Net change in fiduciary liabilities38,34190,700Total cash flows provided by financing activities$5,318$625,349Effect of changes in foreign exchange rates on cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity14,5075,641NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY$(306,932)$(400,219)CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY - Beginning balance1,680,8051,756,332CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY - Ending balance$1,373,873$1,356,113Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacityCash and cash equivalents$153,485$235,199Cash and cash equivalents held in a fiduciary capacity1,220,3881,120,914Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity$1,373,873$1,356,113 expenses, as applicable. The most directly comparable GAAP financial metric is Compensation and benefits expense. Company owned 100% of Ryan Specialty, LLC. The most directly comparable GAAP financial metric is Net income. Three Months EndedSeptember 30,ChangeNine Months EndedSeptember 30,Change (in thousands, except percentages and per share data)20252024$%20252024$% GAAP financial measuresTotal revenue$754,577$604,694$149,88324.8%$2,299,913$1,852,181$447,73224.2%Net commissions and fees739,552588,129151,42325.72,256,5371,806,264450,27324.9Compensation and benefits440,434393,24947,18512.01,355,9951,180,825175,17014.8General and administrative117,58988,68428,90532.6330,698247,51883,18033.6Total operating expenses643,786523,217120,56923.01,897,8351,533,687364,14823.7Operating income110,79181,47729,31436.0402,078318,49483,58426.2Net income62,60328,64333,960118.6182,919187,358(4,439)(2.4)Net income attributable to Ryan Specialty Holdings, Inc.31,08517,58913,49676.755,41980,911(25,492)(31.5)Compensation and benefits expense ratio (1)58.4 %65.0 %59.0 %63.8 %General and administrative expense ratio (2)15.6 %14.7 %14.4 %13.4 %Net income margin (3)8.3 %4.7 %8.0 %10.1 %Earnings per share (4)$0.24$0.15$0.44$0.67Diluted earnings per share (4)$0.20$0.09$0.41$0.59Non-GAAP financial measures*Organic revenue growth rate15.0 %11.8 %11.4 %13.3 %Adjusted compensation and benefits expense$417,217$343,442$73,77521.5 %$1,268,059$1,057,424$210,63519.9 %Adjusted compensation and benefits expense ratio55.3 %56.8 %55.1 %57.1 %Adjusted general and administrative expense$101,827$70,991$30,83643.4 %$287,414$199,583$87,83144.0 %Adjusted general and administrative expense ratio13.5 %11.7 %12.5 %10.8 %Adjusted EBITDAC$235,533$190,261$45,27223.8 %$744,440$595,174$149,26625.1 %Adjusted EBITDAC margin31.2 %31.5 %32.4 %32.1 %Adjusted net income$131,704$113,633$18,07115.9 %$424,225$369,604$54,62114.8 %Adjusted net income margin17.5 %18.8 %18.4 %20.0 %Adjusted diluted earnings per share$0.47$0.41$0.0614.6 %$1.52$1.34$0.1813.4 % Total revenue for the third quarter of 2025 was $754.6 million, an increase of 24.8% compared to $604.7 million in Growth in Net commissions and fees in all specialties was primarily driven by strong organic growth. On October 30, 2025, the Company’s board of directors declared a regular quarterly dividend of $0.12 per share on All statements in this release and in the corresponding earnings call that are not historical are “forward-looking Three Months EndedSeptember 30,Nine Months EndedSeptember 30,(in thousands, except percentages and per share data)2025202420252024RevenueNet commissions and fees$739,552$588,129$2,256,537$1,806,264Fiduciary investment income15,02516,56543,37645,917Total revenue$754,577$604,694$2,299,913$1,852,181ExpensesCompensation and benefits440,434393,2491,355,9951,180,825General and administrative117,58988,684330,698247,518Amortization70,18839,182204,84197,711Depreciation3,6072,4679,1346,820Change in contingent consideration11,968(365)(2,833)813Total operating expenses$643,786$523,217$1,897,835$1,533,687Operating income$110,791$81,477$402,078$318,494Interest expense, net56,34449,388169,186109,916(Income) from equity method investments(4,957)(4,182)(15,050)(13,510)Other non-operating loss (income)(402)16,590(636)18,575Income before income taxes$59,806$19,681$248,578$203,513Income tax expense (benefit)(2,797)(8,962)65,65916,155Net income$62,603$28,643$182,919$187,358GAAP financial measuresTotal revenue$754,577$604,694$2,299,913$1,852,181Net commissions and fees739,552588,1292,256,5371,806,264Compensation and benefits440,434393,2491,355,9951,180,825General and administrative117,58988,684330,698247,518Net income62,60328,643182,919187,358Compensation and benefits expense ratio (1)58.4 %65.0 %59.0 %63.8 %General and administrative expense ratio (2)15.6 %14.7 %14.4 %13.4 %Net income margin (3)8.3 %4.7 %8.0 %10.1 %Earnings per share (4)$0.24$0.15$0.44$0.67Diluted earnings per share (4)$0.20$0.09$0.41$0.59 (in thousands, except share and per share data)September 30, 2025December 31, 2024ASSETSCURRENT ASSETSCash and cash equivalents$153,485$540,203Commissions and fees receivable - net439,796389,758Fiduciary cash and receivables3,747,0953,739,727Prepaid incentives - net10,1129,219Other current assets96,353109,951Total current assets$4,446,841$4,788,858NON-CURRENT ASSETSGoodwill3,129,8892,646,676Customer relationships1,508,8801,392,048Other intangible assets110,97883,674Prepaid incentives - net16,80917,442Equity method investments101,84570,877Property and equipment - net69,79050,209Lease right-of-use assets134,513133,256Deferred tax assets318,076448,289Other non-current assets14,23718,589Total non-current assets$5,405,017$4,861,060TOTAL ASSETS$9,851,858$9,649,918LIABILITIES AND STOCKHOLDERS’ EQUITYCURRENT LIABILITIESAccounts payable and accrued liabilities$257,493$249,200Accrued compensation360,614486,322Operating lease liabilities24,56522,107Tax Receivable Agreement liabilities25,320 - Short-term debt and current portion of long-term debt41,81451,732Fiduciary liabilities3,747,0953,739,727Total current liabilities$4,456,901$4,549,088NON-CURRENT LIABILITIESAccrued compensation75,88149,362Operating lease liabilities159,263159,231Long-term debt3,349,3803,231,128Tax Receivable Agreement liabilities447,904436,296Deferred tax liabilities37,71839,922Other non-current liabilities92,94086,606Total non-current liabilities$4,163,086$4,002,545TOTAL LIABILITIES$8,619,987$8,551,633STOCKHOLDERS’ EQUITYClass A common stock ($0.001 par value; 1,000,000,000 shares authorized, 128,703,235 and 125,411,089 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively)129125Class B common stock ($0.001 par value; 1,000,000,000 shares authorized, 135,082,847 and 136,456,313 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively)135136Class X common stock (0.001 par value; 0 shares authorized, issued, and outstanding at September 30, 2025; 10,000,000 shares authorized, 640,784 shares issued and 0 outstanding at December 31, 2024) - - Preferred stock ($0.001 par value; 500,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2025 and December 31, 2024) - - Additional paid-in capital490,284506,258Retained earnings128,849122,939Accumulated other comprehensive income (loss)11,076(1,796)Total stockholders’ equity attributable to Ryan Specialty Holdings, Inc.$630,473$627,662Non-controlling interests601,398470,623Total stockholders’ equity$1,231,871$1,098,285TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$9,851,858$9,649,918 Three Months EndedSeptember 30,Nine Months EndedSeptember 30,(in thousands, except percentages)2025202420252024Current period Net commissions and fees revenue$739,552$588,129$2,256,537$1,806,264Less: Current period contingent commissions(24,310)(14,842)(82,164)(44,741)Less: Revenue attributable to sold businesses(65) - (354) - Net commissions and fees revenue excluding contingent commissions$715,177$573,287$2,174,019$1,761,523Prior period Net commissions and fees revenue$588,129$487,345$1,806,264$1,507,878Less: Prior year contingent commissions(14,842)(4,487)(44,741)(30,624)Less: Revenue attributable to sold businesses(427) - (1,548) - Prior period Net commissions and fees revenue excluding contingent commissions$572,860$482,858$1,759,975$1,477,254Change in Net commissions and fees revenue excluding contingent commissions$142,317$90,429$414,044$284,269Less: Mergers and acquisitions Net commissions and fees revenue excluding contingent commissions(55,650)(33,416)(212,249)(87,690)Impact of change in foreign exchange rates(923)(196)(1,324)(521)Organic revenue growth (Non-GAAP)$85,744$56,817$200,471$196,058Net commissions and fees revenue growth rate (GAAP)25.7 %20.7 %24.9 %19.8 %Less: Impact of contingent commissions (1)(0.9)(2.0)(1.4)(0.6)Net commissions and fees revenue excluding contingent commissions growth rate (2)24.8 %18.7 %23.5 %19.2 %Less: Mergers and acquisitions Net commissions and fees revenue excluding contingent commissions (3)(9.7)(6.9)(12.0)(5.9)Impact of change in foreign exchange rates (4)(0.1)0.0(0.1)0.0Organic Revenue Growth Rate (Non-GAAP)15.0 %11.8 %11.4 %13.3 % Three Months EndedSeptember 30,Nine Months EndedSeptember 30,(in thousands, except percentages)2025202420252024Total revenue$754,577$604,694$2,299,913$1,852,181Compensation and benefits expense$440,434$393,249$1,355,995$1,180,825Acquisition-related expense(3,583)(3,785)(8,546)(5,171)Acquisition related long-term incentive compensation(7,463)(15,775)(25,115)(17,039)Restructuring and related expense - (5,693) - (35,676)Amortization and expense related to discontinued prepaid incentives(981)(1,095)(3,287)(3,851)Equity-based compensation (1)(7,432)(17,385)(36,854)(39,656)Initial public offering related expense(3,758)(6,074)(14,134)(22,008)Adjusted compensation and benefits expense (2)$417,217$343,442$1,268,059$1,057,424Compensation and benefits expense ratio58.4%65.0%59.0%63.8%Adjusted compensation and benefits expense ratio55.3%56.8%55.1%57.1% Three Months EndedSeptember 30,Nine Months EndedSeptember 30,(in thousands, except percentages)2025202420252024Total revenue$754,577$604,694$2,299,913$1,852,181Net income$62,603$28,643$182,919$187,358Interest expense, net56,34449,388169,186109,916Income tax expense (benefit)(2,797)(8,962)65,65916,155Depreciation3,6072,4679,1346,820Amortization70,18839,182204,84197,711Change in contingent consideration11,968(365)(2,833)813EBITDAC$201,913$110,353$628,906$418,773Acquisition-related expense19,34516,34551,83040,950Acquisition related long-term incentive compensation7,46315,77525,11517,039Restructuring and related expense - 10,826 - 47,832Amortization and expense related to discontinued prepaid incentives9811,0953,2873,851Other non-operating loss (income)(402)16,590(636)18,575Equity-based compensation7,43217,38536,85439,656IPO related expenses3,7586,07414,13422,008(Income) from equity method investments(4,957)(4,182)(15,050)(13,510)Adjusted EBITDAC$235,533$190,261$744,440$595,174Net income margin8.3%4.7%8.0%10.1%Adjusted EBITDAC margin31.2%31.5%32.4%32.1% Three Months EndedSeptember 30,Nine Months EndedSeptember 30,(in thousands, except percentages)2025202420252024Total revenue$754,577$604,694$2,299,913$1,852,181Net income$62,603$28,643$182,919$187,358Income tax expense (benefit)(2,797)(8,962)65,65916,155Amortization70,18839,182204,84197,711Amortization of deferred debt issuance costs (1)2,39715,4027,15721,838Change in contingent consideration11,968(365)(2,833)813Acquisition-related expense19,34516,34551,83040,950Acquisition related long-term incentive compensation7,46315,77525,11517,039Restructuring and related expense - 10,826 - 47,832Amortization and expense related to discontinued prepaid incentives9811,0953,2873,851Other non-operating loss (income)(402)16,590(636)18,575Equity-based compensation7,43217,38536,85439,656IPO related expenses3,7586,07414,13422,008(Income) from equity method investments(4,957)(4,182)(15,050)(13,510)Adjusted income before income taxes (2)$177,979$153,808$573,277$500,276Adjusted income tax expense (3)(46,275)(40,175)(149,052)(130,672)Adjusted net income$131,704$113,633$424,225$369,604Net income margin8.3%4.7%8.0%10.1%Adjusted net income margin17.5%18.8%18.4%20.0% Three Months EndedSeptember 30,Nine Months EndedSeptember 30,2025202420252024Earnings per share of Class A common stock - diluted$0.20$0.09$0.41$0.59Less: Net income attributed to dilutive shares and substantively vested RSUs (1)(0.09)(0.03)(0.01)(0.29)Plus: Impact of all LLC Common Units exchanged for Class A shares (2)0.120.050.270.39Plus: Adjustments to Adjusted net income (3)0.250.310.880.67Plus: Dilutive impact of unvested equity awards (4)(0.01)(0.01)(0.03)(0.02)Adjusted diluted earnings per share$0.47$0.41$1.52$1.34(Share count in ’000)Weighted-average shares of Class A common stock outstanding - diluted273,462272,686138,090271,283Plus: Impact of all LLC Common Units exchanged for Class A shares (2) - - 135,644 - Plus: Dilutive impact of unvested equity awards (4)5,5263,4675,4074,445Adjusted diluted earnings per share diluted share count278,988276,153279,141275,728 (in thousands)Twelve Months EndedSeptember 30, 2025Total Revenue$2,963,442Net Income$225,474Interest expense, net217,718Income tax expense92,145Depreciation12,099Amortization264,975Change in contingent consideration (1)(26,505)EBITDAC$785,906Acquisition-related expense80,722Acquisition related long-term incentive compensation33,022Restructuring and related expense11,865Amortization and expense related to discontinued prepaid incentives4,596Other non-operating (income)(4,170)Equity-based compensation49,236IPO related expenses19,083(Income) from equity method investments(19,771)Adjusted EBITDAC (2)$960,489Credit adjustments (3)26,357Credit Adjusted EBITDAC$986,846 the prior-year period. This increase was primarily due to continued organic revenue growth of 15.0%, driven by new the outstanding Class A common stock. The regular quarterly dividend will be payable on November 25, 2025, to statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve substantial risks Adjusted general and administrative expense: Adjusted general and administrative expense is defined as General Adjusted net income margin: Adjusted net income margin is defined as Adjusted net income as a percentage of Three Months Ended September 30,(in thousands, except percentages)2025% oftotal2024% oftotalChangeWholesale Brokerage$376,78850.9%$346,66658.9%$30,1228.7%Binding Authority89,63612.176,49713.013,13917.2Underwriting Management273,12837.0164,96628.1108,16265.6Total Net commissions and fees$739,552$588,129$151,42325.7% client wins and expanded relationships with existing clients, coupled with continued expansion of the specialty and stockholders of record as of the close of business on November 11, 2025. A portion of the dividend, $0.05 per share, and uncertainties. For example, all statements the Company makes relating to its estimated and projected costs, and administrative expense adjusted to reflect items such as (i) acquisition and restructuring related general and Total revenue. The most directly comparable GAAP financial metric is Net income margin. E&S markets, revenue from acquisitions completed within the trailing twelve months ended September 30, 2025, will be funded by free cash flow from Ryan Specialty, LLC and will be paid to all holders of the Company’s Class A expenditures, cash flows, growth rates and financial results, its plans, anticipated amount and timing of cost savings administrative expenses, and (ii) other exceptional or non-recurring general and administrative expenses, as RYAN SPECIALTY REPORTS THIRD QUARTER 2025 RESULTS Adjusted diluted earnings per share: Adjusted diluted earnings per share is defined as Adjusted net income divided changes in contingent commissions, and the impact of foreign exchange rates. We experienced growth across the common stock and the holders of the LLC Common Units (as defined below). relating to the restructuring plan, or its plans and objectives for future operations, growth initiatives, or strategies applicable. The most directly comparable GAAP financial metric is General and administrative expense. by diluted shares outstanding after adjusting for the effect if 100% of the outstanding LLC Common Units (“LLC majority of our casualty lines and modest growth in property lines across all three specialties. and the statements under the caption “Full Year 2025 Outlook” are forward-looking statements. Words such as