Forward-looking statements notice
Summary of Fourth Quarter and Full Year 2025 Results Fourth Quarter 2025 Review* Fourth Quarter 2025 and Full Year Net Commissions and Fees by Specialty and Revenue by Type Liquidity and Financial Condition Forward-Looking Statements Adjusted compensation and benefits expense: Adjusted compensation and benefits expense is defined as costs for each addback, refer to the Adjusted compensation and benefits expense and Adjusted general and Contacts: 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 Year Ended December 31,(in thousands)20252024CASH FLOWS FROM OPERATING ACTIVITIESNet income$214,157$229,913Adjustments to reconcile net income to cash flows provided by operating activities:Income from equity method investments(21,236)(18,231)Amortization274,426157,845Depreciation13,0899,785Prepaid and deferred compensation expense38,77930,834Non-cash equity-based compensation69,45178,995Amortization of deferred debt issuance costs9,56723,930Amortization of interest rate cap premium6,9556,955Deferred income tax expense26,04716,798Deferred income tax expense from common control reorganizations48,5979,519Loss (gain) on Tax Receivable Agreement1,112(2,099)Changes in operating assets and liabilities, net of acquisitions:Commissions and fees receivable - net(57,559)(22,007)Accrued interest liability9,36220,337Other current and non-current assets1,255(20,668)Other current and non-current liabilities9,665(7,038)Total cash flows provided by operating activities$643,667$514,868CASH FLOWS FROM INVESTING ACTIVITIESBusiness combinations - net of cash acquired and cash held in a fiduciary capacity(746,485)(1,708,737)Capital expenditures(67,953)(47,001)Equity method investment in VSIC(16,561) - Asset acquisitions(3,014) - Total cash flows used in investing activities$(834,013)$(1,755,738)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from Senior Secured Notes - 1,187,400Borrowings on Revolving Credit Facility1,333,3281,250,000Repayments on Revolving Credit Facility(1,261,928)(1,250,000)Debt issuance costs paid(2,889)(25,536)Proceeds from term debt - 107,625Repayment of term debt(17,000)(8,250)Receipt of contingently returnable consideration1,927 - Payment of contingent consideration(29,252) - Tax distributions to non-controlling LLC Unitholders(64,126)(82,702)Receipt of taxes related to net share settlement of equity awards35,90027,930Taxes paid related to net share settlement of equity awards(37,045)(27,460)Payment of Tax Receivable Agreement liabilities(25,169)(21,578)Class A common stock dividends and Dividend Equivalents paid(62,339)(80,236)Distributions and Declared Distributions paid to non-controlling LLC Unitholders(27,174)(22,209)Payments related to Ryan Re preferred units(3,733)(2,130)Net change in fiduciary liabilities237,616114,003Total cash flows provided by financing activities$78,116$1,166,857Effect of changes in foreign exchange rates on cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity15,895(1,514)NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY$(96,335)$(75,527)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$1,584,470$1,680,805Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacityCash and cash equivalents$158,322$540,203Cash and cash equivalents held in a fiduciary capacity1,426,1481,140,602Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity$1,584,470$1,680,805 administrative expense tables above. The most directly comparable GAAP financial metric to Adjusted Compensation and benefits expense adjusted to reflect items such as (i) equity-based compensation, (ii) Reconciliation of Credit Adjusted EBITDAC to Net Income Three Months EndedDecember 31,Change Year EndedDecember 31,Change (in thousands, except percentages and per share data)20252024$% 20252024$% GAAP financial measuresTotal revenue$751,213$663,529$87,68413.2%$3,051,126$2,515,710$535,41621.3%Net commissions and fees738,045649,40788,63813.62,994,5822,455,671538,91121.9Compensation and benefits447,402410,25237,1509.11,803,3971,591,077212,32013.3General and administrative122,754104,53218,22217.4453,452352,050101,40228.8Total operating expenses659,651554,211105,44019.02,557,4862,087,898469,58822.5Operating income91,562109,318(17,756)(16.2)493,640427,81265,82815.4Net income31,23842,555(11,317)(26.6)214,157229,913(15,756)(6.9)Net income attributable to Ryan Specialty Holdings, Inc.7,98013,754(5,774)(42.0)63,39994,665(31,266)(33.0)Compensation and benefits expense ratio (1)59.6%61.8%59.1%63.2%General and administrative expense ratio (2)16.3%15.8%14.9%14.0%Net income margin (3)4.2%6.4%7.0%9.1%Earnings per share (4)$0.06$0.11$0.50$0.78Diluted earnings per share (4)$0.06$0.10$0.47$0.71Non-GAAP financial measures*Organic revenue growth rate6.6%11.0%10.1%12.8%Adjusted compensation and benefits expense$423,941$369,250$54,69114.8%$1,692,000$1,426,674$265,32618.6%Adjusted compensation and benefits expense ratio56.4%55.6%55.5%56.7%Adjusted general and administrative expense$104,970$78,230$26,74034.2%$392,384$277,813$114,57141.2%Adjusted general and administrative expense ratio14.0%11.8%12.9%11.0%Adjusted EBITDAC$222,302$216,049$6,2532.9%$966,742$811,223$155,51919.2%Adjusted EBITDAC margin29.6%32.6%31.7%32.2%Adjusted net income$123,994$123,317$6770.5%$548,219$493,521$54,69811.1%Adjusted net income margin16.5%18.6%18.0%19.6%Adjusted diluted earnings per share$0.45$0.45$ - - %$1.96$1.79$0.179.5% Total revenue for the fourth quarter of 2025 was $751.2 million, an increase of 13.2% compared to $663.5 Growth in Net commissions and fees in all specialties was primarily driven by solid organic growth. As of December 31, 2025, the Company had Cash and cash equivalents of $158.3 million and outstanding debt All statements in this release and in the corresponding earnings call that are not historical are “forward- Investor RelationsNicholas MezickVP, Investor RelationsRyan SpecialtyIR@ryanspecialty.comPhone: (312) 784-6152Media RelationsAlice Phillips ToppingSVP, Chief Marketing & Communications OfficerRyan SpecialtyAlice.Topping@ryanspecialty.comPhone: (312) 635-5976 Three Months EndedDecember 31,Year EndedDecember 31,(in thousands, except percentages and per share data)2025202420252024RevenueNet commissions and fees$738,045$649,407$2,994,582$2,455,671Fiduciary investment income13,16814,12256,54460,039Total revenue$751,213$663,529$3,051,126$2,515,710ExpensesCompensation and benefits447,402410,2521,803,3971,591,077General and administrative122,754104,532453,452352,050Amortization69,58560,134274,426157,845Depreciation3,9552,96513,0899,785Change in contingent consideration15,955(23,672)13,122(22,859)Total operating expenses$659,651$554,211$2,557,486$2,087,898Operating income$91,562$109,318$493,640$427,812Interest expense, net53,19848,532222,384158,448Income from equity method investments(6,186)(4,721)(21,236)(18,231)Other non-operating loss (income)(56)(3,534)(692)15,041Income before income taxes$44,606$69,041$293,184$272,554Income tax expense13,36826,48679,02742,641Net income$31,238$42,555$214,157$229,913GAAP financial measuresTotal revenue$751,213$663,529$3,051,126$2,515,710Net commissions and fees738,045649,4072,994,5822,455,671Compensation and benefits447,402410,2521,803,3971,591,077General and administrative122,754104,532453,452352,050Net income31,23842,555214,157229,913Compensation and benefits expense ratio (1)59.6%61.8%59.1%63.2%General and administrative expense ratio (2)16.3%15.8%14.9%14.0%Net income margin (3)4.2%6.4%7.0%9.1%Earnings per share (4)$0.06$0.11$0.50$0.78Diluted earnings per share (4)$0.06$0.10$0.47$0.71 (in thousands, except share and per share data)December 31, 2025December 31, 2024ASSETSCURRENT ASSETSCash and cash equivalents$158,322$540,203Commissions and fees receivable - net488,951389,758Fiduciary cash and receivables4,298,9203,739,727Prepaid incentives - net13,5509,219Other current assets100,437109,951Total current assets$5,060,180$4,788,858NON-CURRENT ASSETSGoodwill3,225,0212,646,676Customer relationships1,496,8851,392,048Other intangible assets119,62183,674Prepaid incentives - net27,84917,442Equity method investments109,98270,877Property and equipment - net69,46150,209Lease right-of-use assets130,480133,256Deferred tax assets310,138448,289Other non-current assets14,55418,589Total non-current assets$5,503,991$4,861,060TOTAL ASSETS$10,564,171$9,649,918LIABILITIES AND STOCKHOLDERS’ EQUITYCURRENT LIABILITIESAccounts payable and accrued liabilities$284,403$249,200Accrued compensation519,251486,322Operating lease liabilities25,98722,107Short-term debt and current portion of long-term debt60,18751,732Fiduciary liabilities4,298,9203,739,727Total current liabilities$5,188,748$4,549,088NON-CURRENT LIABILITIESAccrued compensation70,09649,362Operating lease liabilities153,089159,231Long-term debt3,291,4623,231,128Tax Receivable Agreement liabilities458,997436,296Deferred tax liabilities49,83439,922Other non-current liabilities97,89486,606Total non-current liabilities$4,121,372$4,002,545TOTAL LIABILITIES$9,310,120$8,551,633STOCKHOLDERS’ EQUITYClass A common stock ($0.001 par value; 1,000,000,000 shares authorized, 129,603,426 and 125,411,089 shares issued and outstanding at December 31, 2025 and 2024, respectively)130125Class B common stock ($0.001 par value; 1,000,000,000 shares authorized, 134,508,885 and 136,456,313 shares issued and outstanding at December 31, 2025 and 2024, respectively)135136Class X common stock ($0.001 par value; 0 shares authorized, issued, and outstanding at December 31, 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 December 31, 2025 and 2024) - - Additional paid-in capital513,610506,258Retained earnings120,353122,939Accumulated other comprehensive income (loss)13,845(1,796)Total stockholders’ equity attributable to Ryan Specialty Holdings, Inc.$648,073$627,662Non-controlling interests605,978470,623Total stockholders’ equity$1,254,051$1,098,285TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$10,564,171$9,649,918 Three Months EndedDecember 31,Year EndedDecember 31,(in thousands, except percentages)2025202420252024Current period Net commissions and fees revenue$738,045$649,407$2,994,582$2,455,671Less: Current period contingent commissions(39,385)(28,434)(121,549)(73,175)Less: Revenue attributable to sold businesses(7) - (361) - Net Commissions and fees revenue excluding contingent commissions$698,653$620,973$2,872,672$2,382,496Prior period Net commissions and fees revenue$649,407$518,718$2,455,671$2,026,596Less: Prior period contingent commissions(28,434)(8,404)(73,175)(39,028)Less: Revenue attributable to sold businesses(394) - (1,941) - Prior period Net commissions and fees revenue excluding contingent commissions$620,579$510,314$2,380,555$1,987,568Change in Net commissions and fees revenue excluding contingent commissions$78,074$110,659$492,117$394,928Less: Mergers and acquisitions Net commissions and fees revenue excluding contingent commissions(34,666)(54,282)(246,914)(141,972)Impact of change in foreign exchange rates(2,228)(272)(4,863)(791)Organic revenue growth (Non-GAAP)$41,180$56,105$240,340$252,165Net commissions and fees revenue growth rate (GAAP)13.6 %25.2 %21.9 %21.2 %Less: Impact of contingent commissions (1)(1.0)(3.5)(1.2)(1.3)Net commissions and fees revenue excluding contingent commissions growth rate (2)12.6 %21.7 %20.7 %19.9 %Less: Mergers and acquisitions Net commissions and fees revenue excluding contingent commissions (3)(5.6)(10.6)(10.4)(7.1)Impact of change in foreign exchange rates (4)(0.4)(0.1)(0.2)0.0Organic Revenue Growth Rate (Non-GAAP)6.6 %11.0 %10.1 %12.8 % Three Months EndedDecember 31,Year EndedDecember 31,(in thousands, except percentages)2025202420252024Total Revenue$751,213$663,529$3,051,126$2,515,710Compensation and benefits expense$447,402$410,252$1,803,397$1,591,077Acquisition-related expense(2,487)(10,202)(11,033)(15,373)Acquisition related long-term incentive compensation(1,466)(7,907)(26,581)(24,946)Restructuring and related expense - (4,253) - (39,929)Amortization and expense related to discontinued prepaid incentives(1,045)(1,309)(4,332)(5,160)Equity-based compensation (1)(12,810)(12,382)(49,664)(52,038)IPO related expenses(5,653)(4,949)(19,787)(26,957)Adjusted compensation and benefits expense (2)$423,941$369,250$1,692,000$1,426,674Compensation and benefits expense ratio59.6%61.8%59.1%63.2%Adjusted compensation and benefits expense ratio56.4%55.6%55.5%56.7% Three Months EndedDecember 31,Year EndedDecember 31,(in thousands, except percentages)2025202420252024Total Revenue$751,213$663,529$3,051,126$2,515,710Net Income$31,238$42,555$214,157$229,913Interest expense, net53,19848,532222,384158,448Income tax expense13,36826,48679,02742,641Depreciation3,9552,96513,0899,785Amortization69,58560,134274,426157,845Change in contingent consideration (1)15,955(23,672)13,122(22,859)EBITDAC$187,299$157,000$816,205$575,773Acquisition-related expense20,27128,89272,10169,842Acquisition related long-term incentive compensation1,4667,90726,58124,946Restructuring and related expense - 11,865 - 59,697Amortization and expense related to discontinued prepaid incentives1,0451,3094,3325,160Other non-operating loss (income)(56)(3,534)(692)15,041Equity-based compensation12,81012,38249,66452,038IPO related expenses5,6534,94919,78726,957Income from equity method investments(6,186)(4,721)(21,236)(18,231)Adjusted EBITDAC (2)$222,302$216,049$966,742$811,223Net Income Margin4.2%6.4%7.0%9.1%Adjusted EBITDAC Margin29.6%32.6%31.7%32.2% Three Months EndedDecember 31,Year EndedDecember 31,(in thousands, except percentages)2025202420252024Total Revenue$751,213$663,529$3,051,126$2,515,710Net Income$31,238$42,555$214,157$229,913Income tax expense13,36826,48679,02742,641Amortization69,58560,134274,426157,845Amortization of deferred debt issuance costs (1)2,4102,0929,56723,930Change in contingent consideration15,955(23,672)13,122(22,859)Acquisition-related expense20,27128,89272,10169,842Acquisition related long-term incentive compensation1,4667,90726,58124,946Restructuring and related expense - 11,865 - 59,697Amortization and expense related to discontinued prepaid incentives1,0451,3094,3325,160Other non-operating loss (income)(56)(3,534)(692)15,041Equity-based compensation12,81012,38249,66452,038IPO related expenses5,6534,94919,78726,957Income from equity method investments(6,186)(4,721)(21,236)(18,231)Adjusted Income before Income Taxes (2)$167,559$166,644$740,836$666,920Adjusted tax expense (3)(43,565)(43,327)(192,617)(173,399)Adjusted Net Income$123,994$123,317$548,219$493,521Net Income Margin4.2%6.4%7.0%9.1%Adjusted Net Income Margin16.5%18.6%18.0%19.6% Three Months EndedDecember 31,Year EndedDecember 31,2025202420252024Earnings per share of Class A common stock - diluted$0.06$0.10$0.47$0.71Less: Net income attributed to dilutive shares and substantively vested RSUs (1) - - (0.01) - Plus: Impact of all LLC Common Units exchanged for Class A shares (2)0.050.060.320.14Plus: Adjustments to Adjusted net income (3)0.340.291.220.97Plus: Dilutive impact of unvested equity awards (4) - - (0.04)(0.03)Adjusted diluted earnings per share$0.45$0.45$1.96$1.79(Share count in '000s)Weighted-average shares of Class A common stock outstanding - diluted138,695137,265138,246132,891Plus: Impact of all LLC Common Units exchanged for Class A shares (2)134,793136,370135,429138,980Plus: Dilutive impact of unvested equity awards (4)5,0183,3585,3544,417Adjusted diluted earnings per share diluted share count278,506276,993279,029276,288 EBITDAC is Net income. acquisition and restructuring related compensation expenses, and (iii) other exceptional or non-recurring “Overall, 2025 was a strong year for Ryan Specialty, particularly considering the significant headwinds the million in the prior-year period. This increase was primarily due to Organic revenue growth of 6.6%, driven by principal of $3.4 billion. looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve compensation expenses, as applicable. The most directly comparable GAAP financial metric is Compensation industry faced,” said Patrick G. Ryan, Founder and Executive Chairman of Ryan Specialty. “For the year, we (in thousands)Twelve Months EndedDecember 31, 2025Total Revenue$3,051,126Net Income$214,157Interest expense, net222,384Income tax expense79,027Depreciation13,089Amortization274,426Change in contingent consideration13,122EBITDAC$816,205Acquisition-related expense72,101Acquisition related long-term incentive compensation26,581Amortization and expense related to discontinued prepaid incentives4,332Other non-operating income(692)Equity-based compensation49,664IPO related expenses19,787Income from equity method investments(21,236)Adjusted EBITDAC (1)$966,742Credit adjustments (2)35,455Credit Adjusted EBITDAC$1,002,197 Adjusted EBITDAC margin: Adjusted EBITDAC margin is defined as Adjusted EBITDAC as a percentage of Total Three Months Ended December 31,Period over Period (in thousands, except percentages)2025% oftotal 2024% oftotal Change Wholesale Brokerage$385,68652.3%$374,83757.7%$10,8492.9%Binding Authority84,04511.474,61711.59,42812.6Underwriting Management268,31436.4199,95330.868,36134.2Total Net commissions and fees$738,045$649,407$88,63813.6% new client wins and expanded relationships with existing clients, coupled with continued expansion of the E&S substantial risks and uncertainties. For example, all statements the Company makes relating to its estimated and benefits expense. grew total revenue 21%, supported by organic growth of 10.1% and strong contributions from M&A, which revenue. The most comparable GAAP financial metric to Adjusted EBITDAC margin is Net income margin. Quarterly Dividend market, revenue from acquisitions completed within the trailing twelve months ended December 31, 2025, and projected costs, expenditures, cash flows, growth rates and financial results, its plans, anticipated amount added 10% to our top line. This marked our seventh consecutive year growing total revenue by 20% or more. RYAN SPECIALTY REPORTS FOURTH QUARTER 2025 RESULTS higher contingent commissions, and the impact of foreign exchange rates. We experienced growth across the and timing of cost savings relating to the restructuring plan, or its plans and objectives for future operations, Adjusted general and administrative expense: Adjusted general and administrative expense is defined as In addition, we grew Adjusted EBITDAC by 19.2% and Adjusted Diluted EPS by 9.5%. Along with our strong Adjusted net income: Adjusted net income is defined as tax-effected earnings before amortization and certain On February 12, 2026, the Company’s board of directors (the “Board”) declared and increased the Company’s majority of our casualty lines, offset by a decline across our property portfolio. growth initiatives, or strategies and the statements under the caption “Full Year 2026 Outlook” are forward- General and administrative expense adjusted to reflect items such as (i) acquisition and restructuring related results, we executed our M&A strategy by closing 5 high quality acquisitions, which will add over $125 million - Total Revenue grew 13.2% year-over-year to $751.2 million items of income and expense, gains and losses, equity-based compensation, acquisition related long-term regular quarterly dividend by 8.3% to $0.13 per share on the outstanding Class A common stock. The regular looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” general and administrative expenses, and (ii) other exceptional or non-recurring general and administrative in annualized revenue and further distinguish Ryan Specialty as an industry-leading international insurance incentive compensation, acquisition-related expenses, costs associated with our IPO, and certain exceptional quarterly dividend will be payable on March 10, 2026 to stockholders of record as of the close of business on - Organic Revenue Growth Rate* of 6.6% year-over-year - Total operating expenses for the fourth quarter of 2025 were $659.7 million, a 19.0% increase compared to “may,” “will,” “should,” “can have,” “likely” and variations of such words and similar expressions are intended expenses, as applicable. The most directly comparable GAAP financial metric is General and administrative services firm. We have made substantial investments over the past few years in our delegated authority or non-recurring items. The Company will be subject to United States federal income taxes, in addition to February 24, 2026. A portion of the dividend, $0.06 per share, will be funded by free cash flow from Ryan the prior-year period. This increase was primarily due to higher Compensation and benefits expenses resulting to identify such forward-looking statements. All forward-looking statements are subject to risks and expense. specialties, as we continue to build an intentionally diversified platform, capable of powering through - Net Income of $31.2 million, or $0.06 per diluted share state, local, and foreign taxes, with respect to its allocable share of any net taxable income of Ryan Specialty, Specialty, LLC and will be paid to all holders of the Company’s Class A common stock and the holders of the from higher compensation due to growth in headcount and revenue, partially offset by lower Acquisition- uncertainties, known and unknown, that may cause actual results to differ materially from those that the transitioning markets. As we look ahead, we see clear opportunities to invest in our business, optimize our