Open the filing on EDGARConsolidated Statements of Cash Flows (Unaudited)
Three Months EndedMarch 31,(in thousands)20262025CASH FLOWS FROM OPERATING ACTIVITIESNet income (loss)$40,597$(4,389)Adjustments to reconcile net income (loss) to cash flows provided by operating activities:Income from equity method investments(5,531)(4,937)Amortization65,34064,985Depreciation4,0622,639Prepaid and deferred compensation expense13,70010,799Non-cash equity-based compensation17,35119,873Amortization of deferred debt issuance costs2,4222,374Amortization of interest rate cap premium - 1,739Deferred income tax expense3,1422,720Deferred income tax expense from common control reorganization - 48,115Changes in operating assets and liabilities, net of acquisitions:Commissions and fees receivable - net(77,800)(17,088)Accrued interest liability(21,470)(11,801)Other current and non-current assets18,52441,130Other current and non-current liabilities(227,748)(298,984)Total cash flows used in operating activities$(167,411)$(142,825)CASH FLOWS FROM INVESTING ACTIVITIESBusiness combinations - net of cash acquired and cash held in a fiduciary capacity - (555,641)Capital expenditures(13,265)(16,730)Asset acquisitions - (664)Total cash flows used in investing activities$(13,265)$(573,035)CASH FLOWS FROM FINANCING ACTIVITIESBorrowings on Revolving Credit Facility524,942574,056Repayments on Revolving Credit Facility(279,375)(150,000)Debt issuance costs paid - (1,548)Repayment of term debt(4,250)(4,250)Receipt of contingently returnable consideration3,1401,927Payment of contingent consideration(17)(25,150)Tax distributions to non-controlling LLC Unitholders(1,294) - Receipt of taxes related to net share settlement of equity awards1,7141,569Taxes paid related to net share settlement of equity awards(1,496)(1,700)Class A common stock dividends and Dividend Equivalents paid(16,795)(15,074)Distributions and Declared Distributions paid to non-controlling LLC Unitholders(8,071)(6,796)Repurchases of Class A common stock(40,019) - Payments related to Ryan Re preferred units - (85)Net change in fiduciary liabilities(92,194)(36,109)Total cash flows provided by financing activities$86,285$336,840Effect of changes in foreign exchange rates on cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity(5,191)10,081NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY$(99,582)$(368,939)CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY - Beginning balance1,584,4701,680,805CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY - Ending balance$1,484,888$1,311,866Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacityCash and cash equivalents$154,650$203,549Cash and cash equivalents held in a fiduciary capacity1,330,2381,108,317Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity$1,484,888$1,311,866 insurance needs. We remain focused on controlling what we can control given the challenging environment. We are First Quarter 2026 Review* First Quarter 2026 Net Commissions and Fees by Specialty and Revenue by Type *For a definition of Organic revenue growth rate and Adjusted EBITDAC margin, see “Non-GAAP Financial Measures and Key Non-GAAP Financial Measures and Key Performance Indicators seller reimbursement of acquisition-related retention incentives, and $0.1 million of sublease income. For the three 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 Reconciliation of Credit Adjusted EBITDAC to Net Income Performance Indicators” below. enhancing our competitive advantage and continuing to build and expand a platform that is designed to endure months ended March 31, 2025, Other non-operating income consisted of $0.3 million of seller reimbursement of Total revenue for the first quarter of 2026 was $795.2 million, an increase of 15.2% compared to $690.2 million in Growth in Net commissions and fees in all specialties was primarily driven by strong organic growth. In assessing the performance of the Company’s business, non-GAAP financial measures are used that are derived 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 EndedMarch 31,(in thousands, except percentages and per share data)20262025RevenueNet commissions and fees$782,903$676,128Fiduciary investment income12,32614,038Total revenue$795,229$690,166ExpensesCompensation and benefits495,176430,289General and administrative108,761106,060Amortization65,34064,985Depreciation4,0622,639Change in contingent consideration27,294(14,042)Total operating expenses$700,633$589,931Operating income$94,596$100,235Interest expense, net53,73354,508Income from equity method investments(5,531)(4,937)Other non-operating income(711)(377)Income before income taxes$47,105$51,041Income tax expense6,50855,430Net income (loss)$40,597$(4,389)GAAP financial measuresTotal revenue$795,229$690,166Net commissions and fees782,903676,128Compensation and benefits495,176430,289General and administrative108,761106,060Net income (loss)40,597(4,389)Compensation and benefits expense ratio (1)62.3 %62.3 %General and administrative expense ratio (2)13.7 %15.4 %Net income (loss) margin (3)5.1 %(0.6 %)Earnings (loss) per share (4)$0.14$(0.22)Diluted earnings (loss) per share (4)$0.13$(0.22) (in thousands, except share and per share data)March 31, 2026December 31, 2025ASSETSCURRENT ASSETSCash and cash equivalents$154,650$158,322Commissions and fees receivable - net565,259488,951Fiduciary cash and receivables4,764,3384,298,920Prepaid incentives - net15,32613,550Other current assets79,255100,437Total current assets$5,578,828$5,060,180NON-CURRENT ASSETSGoodwill3,217,4503,225,021Customer relationships1,433,3971,496,885Other intangible assets127,052119,621Prepaid incentives - net29,71827,849Equity method investments116,431109,982Property and equipment - net66,13869,461Lease right-of-use assets125,802130,480Deferred tax assets305,565310,138Other non-current assets11,25714,554Total non-current assets$5,432,810$5,503,991TOTAL ASSETS$11,011,638$10,564,171LIABILITIES AND STOCKHOLDERS’ EQUITYCURRENT LIABILITIESAccounts payable and accrued liabilities$341,742$284,403Accrued compensation257,275519,251Operating lease liabilities27,18925,987Tax Receivable Agreement liabilities30,047 - Short-term debt and current portion of long-term debt35,36460,187Fiduciary liabilities4,764,3384,298,920Total current liabilities$5,455,955$5,188,748NON-CURRENT LIABILITIESAccrued compensation81,36270,096Operating lease liabilities146,200153,089Long-term debt3,533,9133,291,462Tax Receivable Agreement liabilities430,797458,997Deferred tax liabilities47,35449,834Other non-current liabilities97,00397,894Total non-current liabilities$4,336,629$4,121,372TOTAL LIABILITIES$9,792,584$9,310,120STOCKHOLDERS’ EQUITYClass A common stock ($0.001 par value; 1,000,000,000 shares authorized, 128,867,457 and 129,603,426 shares issued and outstanding at March 31, 2026, and December 31, 2025, respectively)129130Class B common stock ($0.001 par value; 984,748,069 shares authorized and 134,351,649 shares issued and outstanding at March 31, 2026; 1,000,000,000 shares authorized and 134,508,885 shares issued and outstanding at December 31, 2025)134135Preferred stock ($0.001 par value; 500,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2026, and December 31, 2025) - - Additional paid-in capital506,021513,610Retained earnings120,528120,353Accumulated other comprehensive income9,39013,845Total stockholders’ equity attributable to Ryan Specialty Holdings, Inc.$636,202$648,073Non-controlling interests582,852605,978Total stockholders’ equity$1,219,054$1,254,051TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$11,011,638$10,564,171 Three Months EndedMarch 31,(in thousands, except percentages)20262025Current period Net commissions and fees revenue$782,903$676,128Less: Current period contingent commissions(42,373)(30,463)Less: Revenue attributable to sold businesses(13)(146)Net commissions and fees revenue excluding contingent commissions$740,517$645,519Prior period Net commissions and fees revenue$676,128$537,887Less: Prior year contingent commissions(30,463)(24,503)Less: Revenue attributable to sold businesses(657)(539)Prior period Net commissions and fees revenue excluding contingent commissions$645,008$512,845Change in Net commissions and fees revenue excluding contingent commissions$95,509$132,674Less: Mergers and acquisitions Net commissions and fees revenue excluding contingent commissions(15,246)(67,155)Impact of change in foreign exchange rates(3,863)430Organic revenue growth (Non-GAAP)$76,400$65,949Net commissions and fees revenue growth rate (GAAP)15.8 %25.7 %Less: Impact of contingent commissions (1)(1.0)0.2Net commissions and fees revenue excluding contingent commissions growth rate (2)14.8 %25.9 %Less: Mergers and acquisitions Net commissions and fees revenue excluding contingent commissions (3)(2.4)(13.1)Impact of change in foreign exchange rates (4)(0.6)0.1Organic Revenue Growth Rate (Non-GAAP)11.8 %12.9 % Three Months EndedMarch 31,(in thousands, except percentages)20262025Total revenue$795,229$690,166Compensation and benefits expense$495,176$430,289Acquisition-related expense(3,411)(3,479)Acquisition related long-term incentive compensation(9,287)(8,331)Restructuring and related expense(2,465) - Amortization and expense related to discontinued prepaid incentives(830)(1,178)Equity-based compensation(14,309)(14,569)Initial public offering related expense(3,042)(5,304)Adjusted compensation and benefits expense (1)$461,832$397,428Compensation and benefits expense ratio62.3%62.3%Adjusted compensation and benefits expense ratio58.1%57.6% Three Months EndedMarch 31,(in thousands, except percentages)20262025Total revenue$795,229$690,166Net income (loss)$40,597$(4,389)Interest expense, net53,73354,508Income tax expense6,50855,430Depreciation4,0622,639Amortization65,34064,985Change in contingent consideration (1)27,294(14,042)EBITDAC$197,534$159,131Acquisition-related expense7,40217,302Acquisition related long-term incentive compensation9,2878,331Restructuring and related expense5,871 - Amortization and expense related to discontinued prepaid incentives8301,178Other non-operating income(711)(377)Equity-based compensation14,30914,569IPO related expenses3,0425,304Income from equity method investments(5,531)(4,937)Adjusted EBITDAC$232,033$200,501Net income (loss) margin5.1%(0.6)%Adjusted EBITDAC margin29.2%29.1% Three Months EndedMarch 31,(in thousands, except percentages)20262025Total revenue$795,229$690,166Net income (loss)$40,597$(4,389)Income tax expense6,50855,430Amortization65,34064,985Amortization of deferred debt issuance costs (1)2,4222,374Change in contingent consideration27,294(14,042)Acquisition-related expense7,40217,302Acquisition related long-term incentive compensation9,2878,331Restructuring and related expense5,871 - Amortization and expense related to discontinued prepaid incentives8301,178Other non-operating income(711)(377)Equity-based compensation14,30914,569IPO related expenses3,0425,304Income from equity method investments(5,531)(4,937)Adjusted income before income taxes (2)$176,660$145,728Adjusted income tax expense (3)(45,932)(37,889)Adjusted net income$130,728$107,839Net income (loss) margin5.1%(0.6)%Adjusted net income margin16.4%15.6% Three Months EndedMarch 31,20262025Earnings (loss) per share of Class A common stock - diluted$0.13$(0.22)Less: Net income attributed to dilutive shares (1) - - Plus: Impact of all LLC Common Units exchanged for Class A shares (2)0.020.20Plus: Adjustments to Adjusted net income (3)0.330.43Plus: Dilutive impact of unvested equity awards (4)(0.01)(0.02)Adjusted diluted earnings per share$0.47$0.39(Share count in ’000)Weighted-average shares of Class A common stock outstanding - diluted137,341125,420Plus: Impact of all LLC Common Units exchanged for Class A shares (2)134,476136,064Plus: Dilutive impact of unvested equity awards (4)6,82417,783Adjusted diluted earnings per share diluted share count278,641279,267 (in thousands)Twelve Months EndedMarch 31, 2026Total Revenue$3,156,189Net Income$259,143Interest expense, net221,609Income tax expense30,105Depreciation14,512Amortization274,781Change in contingent consideration54,458EBITDAC$854,608Acquisition-related expense62,201Acquisition related long-term incentive compensation27,537Restructuring and related expense5,871Amortization and expense related to discontinued prepaid incentives3,984Other non-operating income(1,026)Equity-based compensation49,404IPO related expenses17,525Income from equity method investments(21,830)Adjusted EBITDAC (1)$998,274Credit adjustments (2)48,387Credit Adjusted EBITDAC$1,046,661 across market cycles.” acquisition-related retention incentives and $0.1 million of sublease income. Equity-based compensation reflects Executive Chairman Stock Option Program the prior-year period. This increase was primarily due to continued organic revenue growth of 11.8%, driven by new from the Company’s consolidated financial information, but which are not presented in the Company’s consolidated non-cash equity-based expense. IPO related expenses consist of compensation-related expense primarily related to Three Months Ended March 31,(in thousands, except percentages)2026% oftotal2025% oftotalChangeWholesale Brokerage$377,79648.3%$360,78853.4%$17,0084.7%Binding Authority110,00014.0101,95015.18,0507.9Underwriting Management295,10737.7213,39031.581,71738.3Total Net commissions and fees$782,903$676,128$106,77515.8% Summary of First Quarter 2026 Results client wins and expanded relationships with existing clients, coupled with continued expansion of the specialty and financial statements prepared in accordance with GAAP. The Company considers these non-GAAP financial measures the expense for new awards issued at IPO, as well as expense related to the revaluation of existing equity awards at On April 30, 2026, the Company announced a special, one-time stock option grant program, funded entirely by E&S markets, revenue from acquisitions completed within the trailing twelve months ended March 31, 2026, and to be useful metrics for management and investors to facilitate operating performance comparisons from period to IPO. RYAN SPECIALTY REPORTS FIRST QUARTER 2026 RESULTS Executive Chairman, Patrick G. Ryan, through the Ryan Stock Option Trust. The program is designed to be net neutral Three Months EndedMarch 31,Change(in thousands, except percentages and per share data)20262025$%GAAP financial measuresTotal revenue$795,229$690,166$105,06315.2%Net commissions and fees782,903676,128106,77515.8Compensation and benefits495,176430,28964,88715.1General and administrative108,761106,0602,7012.5Total operating expenses700,633589,931110,70218.8Operating income94,596100,235(5,639)(5.6)Net income (loss)40,597(4,389)44,986NMNet income (loss) attributable to Ryan Specialty Holdings, Inc.17,646(27,642)45,288NMCompensation and benefits expense ratio (1)62.3 %62.3 %General and administrative expense ratio (2)13.7 %15.4 %Net income (loss) margin (3)5.1 %(0.6 %)Earnings (loss) per share (4)$0.14$(0.22)Diluted earnings (loss) per share (4)$0.13$(0.22)Non-GAAP financial measures*Organic revenue growth rate11.8 %12.9 %Adjusted compensation and benefits expense$461,832$397,428$64,40416.2 %Adjusted compensation and benefits expense ratio58.1 %57.6 %Adjusted general and administrative expense$101,365$92,237$9,1289.9 %Adjusted general and administrative expense ratio12.7 %13.4 %Adjusted EBITDAC$232,033$200,501$31,53215.7 %Adjusted EBITDAC margin29.2 %29.1 %Adjusted net income$130,728$107,839$22,88921.2 %Adjusted net income margin16.4 %15.6 %Adjusted diluted earnings per share$0.47$0.39$0.0820.5 % growth in contingent commissions. We experienced growth across the majority of our casualty lines, offset by a period by excluding potential differences caused by variations in capital structures, tax positions, depreciation, to the Company's outstanding share count and is intended to support employee alignment. Please refer to the moderate decline in our property portfolio. amortization, and certain other items that the Company believes are not representative of its core business. The Adjusted EBITDAC margin: Adjusted EBITDAC margin is defined as Adjusted EBITDAC as a percentage of Total
- Total Revenue grew 15.2% year-over-year to $795.2 million - Company's 8-K filed with the SEC for more information. Company uses the following non-GAAP measures for business planning purposes, in measuring performance relative revenue. The most directly comparable GAAP financial metric is Net income margin.
- Organic Revenue Growth Rate* of 11.8% year-over-year - Total operating expenses for the first quarter of 2026 were $700.6 million, an 18.8% increase compared to $589.9 to that of its competitors, to help investors to understand the nature of the Company’s growth, and to enable Conference Call Information million in the prior-year period. This increase was primarily due to higher Compensation and benefits expenses Adjusted net income: Adjusted net income is defined as tax-effected earnings before amortization and certain items investors to evaluate the run-rate performance of the Company. Non-GAAP financial measures should be viewed as
- Net Income of $40.6 million, or $0.13 per diluted share resulting from growth in headcount and revenue and an increase in Restructuring and related expense due to the of income and expense, gains and losses, equity-based compensation, acquisition related long-term incentive supplementing, and not as an alternative or substitute for, the consolidated financial statements prepared and Ryan Specialty will hold a conference call to discuss the financial results at 4:45pm Eastern Time on April 30, 2026. Empower Program initiated in the first quarter of 2026. General and administrative expense also increased - Adjusted EBITDAC* grew 15.7% year-over-year to $232.0 million compensation, acquisition-related expenses, costs associated with our IPO, and certain exceptional or non-recurring presented in accordance with GAAP. The footnotes to the reconciliation tables below should be read in conjunction Interested parties may access the conference call through the live webcast, which can be accessed at https://ryan- compared to the prior-year period due to an increase in professional services and IT charges, as well as costs directly items. The Company will be subject to United States federal income taxes, in addition to state, local, and foreign with the unaudited consolidated quarterly financial statements in the Company’s Quarterly Report on form 10-Q The following tables sets forth our revenue by type of commission and fees: - Adjusted Net Income increased 21.2% year-over-year to $130.7 million specialty-q1-2026-earnings-call.open-exchange.net/registration or by visiting the Company’s Investor Relations linked to revenue growth, recruiter fees, higher expenses to accommodate both organic and inorganic revenue taxes, with respect to its allocable share of any net taxable income of Ryan Specialty, LLC (together with its parent filed with the SEC. Industry peers may provide similar supplemental information but may not define similarly-named website. Please join the live webcast at least 10 minutes prior to the scheduled start time. growth, and an increase in Restructuring and related expense due to the Empower Program, partially offset by lower - Adjusted Diluted Earnings Per Share grew 20.5% or $0.47 per diluted share - New Ryan Specialty, LLC and their subsidiaries, the “LLC”). For comparability purposes, this calculation incorporates metrics in the same way and may not make identical adjustments. Three Months Ended March 31,(in thousands, except percentages)2026% oftotal2025% oftotalChangeNet commissions and policy fees$717,55391.7%$623,96692.3%$93,58715.0%Supplemental and contingent commissions49,1176.337,7735.611,34430.0Loss mitigation and other fees16,2332.014,3892.11,84412.8Total Net commissions and fees$782,903$676,128$106,77515.8% Acquisition-related expenses. the impact of federal and state statutory tax rates on 100% of the Company’s adjusted pre-tax income as if the - Returned approximately $64.8 million to shareholders, including $40.0 million of share repurchases, and A webcast replay of the call will be available on the Company’s website at ryanspecialty.com in its Investors section Organic revenue growth rate: Organic revenue growth rate represents the percentage change in Net commissions Company owned 100% of Ryan Specialty, LLC. The most directly comparable GAAP financial metric is Net income. $24.8 million of dividends and distributions for one year following the call. Net income for the first quarter of 2026 increased to $40.6 million, compared to a loss of $(4.4) million in the priorand fees, as compared to the same period for the prior year, adjusted to eliminate revenue attributable to year period. The increase was due to strong revenue growth and lower Income tax expense, partially offset by higher Adjusted net income margin: Adjusted net income margin is defined as Adjusted net income as a percentage of acquisitions for the first twelve months of ownership, revenue attributable to sold businesses for the subsequent April 30, 2026 | CHICAGO, IL - Ryan Specialty Holdings, Inc. (NYSE: RYAN) (“Ryan Specialty” or the “Company”), a About Ryan Specialty Total operating expenses compared to the prior-year period. (1)Adjustments made to Compensation and benefits expense are described in the definition of Adjusted EBITDAC in Total revenue. The most directly comparable GAAP financial metric is Net income margin. twelve months after the sale, and other items such as contingent commissions and the impact of changes in foreign leading international specialty insurance firm, today announced results for the first quarter ended March 31, 2026. (1)Adjustment removes the impact of Net income attributed to dilutive awards to arrive at Net income (loss) “Non-GAAP Financial Measures and Key Performance Indicators.” exchange rates. attributable to Ryan Specialty Holdings, Inc. For the three months ended March 31, 2026, this removes $0.2 million Founded in 2010, Ryan Specialty (NYSE: RYAN) is a service provider of specialty products and solutions for insurance Adjusted EBITDAC grew 15.7% to $232.0 million from $200.5 million in the prior-year period. Adjusted EBITDAC Adjusted diluted earnings per share: Adjusted diluted earnings per share is defined as Adjusted net income divided First Quarter 2026 Highlights of Net income on 137.3 million Weighted-average shares of Class A common stock outstanding - diluted, brokers, agents, and carriers. Ryan Specialty provides distribution, underwriting, product development, margin for the quarter was 29.2%, compared to 29.1% in the prior-year period. The increase in Adjusted EBITDAC by diluted shares outstanding after adjusting for the effect if 100% of the outstanding LLC Common Units (“LLC Adjusted compensation and benefits expense: Adjusted compensation and benefits expense is defined as respectively. See “Note 10, Earnings (Loss) Per Share” of the unaudited quarterly consolidated financial was driven primarily by strong revenue growth, partially offset by higher Adjusted compensation and benefits administration, and risk management services by acting as a wholesale broker and a managing underwriter with statements. Common Units”), together with the shares of Class B common stock, vested Class C Incentive Units, vested but Compensation and benefits expense adjusted to reflect items such as (i) equity-based compensation, (ii) acquisition •Revenue grew 15.2% year-over-year to $795.2 million, compared to $690.2 million in the prior-year period Reconciliation of Adjusted General and Administrative Expense to General and Administrative Expense expense, as well as higher Adjusted general and administrative expense. delegated authority from insurance carriers. Our mission is to provide industry-leading innovative specialty unexercised Options, and unvested equity awards were exchanged into shares of Class A common stock as if 100% and restructuring related compensation expenses, and (iii) other exceptional or non-recurring compensation (2)For comparability purposes, this calculation incorporates the Net income that would be distributable if all LLC Liquidity and Financial Condition insurance solutions for insurance brokers, agents, and carriers. Learn more at ryanspecialty.com. •Organic Revenue Growth Rate* was 11.8% for the quarter, compared to 12.9% in the prior-year period of unvested equity awards were vested. The most directly comparable GAAP financial metric is Diluted earnings per expenses, as applicable. The most directly comparable GAAP financial metric is Compensation and benefits expense. Common Units (together with shares of Class B common stock) were exchanged for shares of Class A common Three Months EndedMarch 31,(in thousands, except percentages)20262025Total revenue$795,229$690,166General and administrative expense$108,761$106,060Acquisition-related expense(3,990)(13,823)Restructuring and related expense(3,406) - Adjusted general and administrative expense (1)$101,365$92,237General and administrative expense ratio13.7%15.4%Adjusted general and administrative expense ratio12.7%13.4% Adjusted net income for the first quarter of 2026 increased 21.2% to $130.7 million, compared to $107.8 million in share. •Net Income increased year-over-year to $40.6 million, compared to a loss of $(4.4) million in the prior-year stock. For the three months ended March 31, 2026 and 2025, this includes $23.0 million and $23.3 million of Net the prior-year period. Adjusted net income margin was 16.4%, compared to 15.6% in the prior-year period. Adjusted As of March 31, 2026, the Company had Cash and cash equivalents of $154.7 million and outstanding debt principal Forward-Looking Statements income, respectively, on 271.8 million and 261.5 million Weighted-average shares of Class A common stock Adjusted general and administrative expense: Adjusted general and administrative expense is defined as General period. Diluted Earnings Per Share was $0.13 (1)Adjustments made to Net income are described in the definition of Adjusted EBITDAC in “Non-GAAP Financial diluted earnings per share for the first quarter of 2026 increased 20.5% to $0.47, compared to $0.39 in the prior- of $3.6 billion. outstanding - diluted, respectively. See “Note 10, Earnings (Loss) Per Share” of the unaudited quarterly Credit Adjusted EBITDAC: Credit Adjusted EBITDAC is defined as Adjusted EBITDAC as further adjusted without and administrative expense adjusted to reflect items such as (i) acquisition and restructuring related general and Measures and Key Performance Indicators”. (1)For the three months ended March 31, 2025, Change in contingent consideration included a $12.4 million decrease in year period. All statements in this release and in the corresponding earnings call that are not historical are “forward-looking (1)Interest expense, net includes amortization of deferred debt issuance costs. •Adjusted EBITDAC* increased 15.7% to $232.0 million, compared to $200.5 million in the prior-year period consolidated financial statements. duplication for: acquired EBITDAC from the beginning of the applicable twelve month reference period through the administrative expenses, and (ii) other exceptional or non-recurring general and administrative expenses, as valuation of the US Assure contingent consideration as a result of increased loss ratios impacting projected profit Capital Return statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve substantial risks (2)Adjustments made to Net income are described in the definition of Adjusted EBITDAC in “Non-GAAP Financial acquisition close date, certain annualized run rate expected cost savings and initiatives, and certain other (2)Adjustments made to Adjusted EBITDAC represent (without duplication) additional adjustments permitted under •Adjusted EBITDAC Margin* of 29.2%, compared to 29.1% in the prior-year period (3)Adjustments to Adjusted net income are described in the footnotes of the reconciliation of Adjusted net income to applicable. The most directly comparable GAAP financial metric is General and administrative expense. commissions. *For the definition of each of the non-GAAP measures referred to above, as well as a reconciliation of such non-GAAP and uncertainties. For example, all statements the Company makes relating to its estimated and projected costs, Measures and Key Performance Indicators.” Net income (loss) in “Adjusted Net Income and Adjusted Net Income Margin” on 271.8 million and 261.5 million our debt agreements. adjustments as permitted in calculating leverage ratios under our debt agreements. The Company presents Credit measures to their most directly comparable GAAP measures, see “Non-GAAP Financial Measures and Key Performance In the first quarter, the Company returned approximately $64.8 million to shareholders through $40.0 million of expenditures, cash flows, growth rates and financial results, its plans, anticipated amount and timing of cost savings •Adjusted Net Income* increased 21.2% to $130.7 million, compared to $107.8 million in the prior-year period Weighted-average shares of Class A common stock outstanding - diluted for the three months ended March 31, Adjusted compensation and benefits expense ratio: Adjusted compensation and benefits expense ratio is defined Adjusted EBITDAC as an additional measure of liquidity and leverage. The calculation of Credit Adjusted EBITDAC (3)The Company is subject to United States federal income taxes, in addition to state, local, and foreign taxes, with Indicators” below. Class A common stock repurchases, representing 1.0 million shares, and $24.8 million of dividends and distributions. relating to the restructuring plan, or its plans and objectives for future operations, growth initiatives, or strategies (1)Calculated by subtracting Net commissions and fees revenue growth rate from net commissions and fees revenue 2026 and 2025, respectively.
- Adjusted Diluted Earnings Per Share* increased 20.5% to $0.47, compared to $0.39 in the prior-year period as the Adjusted compensation and benefits expense as a percentage of Total revenue. The most directly comparable pursuant to our debt agreements permits certain estimates and assumptions that may differ from actual results. respect to our allocable share of any net taxable income of the LLC. For the three months ended March 31, 2026 As of March 31, 2026, the Company had $260.0 million of remaining authorization under its share repurchase Non-GAAP Financial Measures (Unaudited) and the statements under the caption “Full Year 2026 Outlook” are forward-looking statements. Words such as excluding contingent commissions growth rate and revenue from sold businesses. and 2025, this calculation of adjusted income tax expense is based on a federal statutory rate of 21% and a GAAP financial metric is Compensation and benefits expense ratio. (4)For comparability purposes and to be consistent with the treatment of the adjustments to arrive at Adjusted net program. •Returned approximately $64.8 million to shareholders through $40.0 million of Class A common stock “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” combined state income tax rate net of federal benefits of 5.00% on 100% of our adjusted income before income The summary unaudited consolidated financial data presented for the twelve months ended March 31, 2026, was (2)Calculated by dividing the change in Total net commissions & fees revenue excluding contingent commissions by income, the dilutive effect of unvested equity awards as well as outstanding vested options and vested Class C Three Months EndedMarch 31,(in thousands, except percentages and per share data)20262025Non-GAAP financial measures*Organic revenue growth rate11.8 %12.9 %Adjusted compensation and benefits expense$461,832$397,428Adjusted compensation and benefits expense ratio58.1 %57.6 %Adjusted general and administrative expense$101,365$92,237Adjusted general and administrative expense ratio12.7 %13.4 %Adjusted EBITDAC$232,033$200,501Adjusted EBITDAC margin29.2 %29.1 %Adjusted net income$130,728$107,839Adjusted net income margin16.4 %15.6 %Adjusted diluted earnings per share$0.47$0.39 repurchases, representing 1.0 million shares, and $24.8 million of dividends and distributions and variations of such words and similar expressions are intended to identify such forward-looking statements. All taxes as if the Company owned 100% of the LLC. prior year net commissions and fees excluding contingent commissions and revenue from sold businesses. Adjusted general and administrative expense ratio: Adjusted general and administrative expense ratio is defined as derived by adding the consolidated financial data of the Company for the twelve months ended December 31, 2025, Incentive Units is calculated using the treasury stock method as if the weighted-average unrecognized cost Additionally, on April 30, 2026, the Company’s board of directors declared a quarterly dividend of $0.13 per share on forward-looking statements are subject to risks and uncertainties, known and unknown, that may cause actual the Adjusted general and administrative expense as a percentage of Total revenue. The most directly comparable to the consolidated financial data of the Company for the three months ended March 31, 2026, and subtracting the associated with the awards was $0 over the period, less any unvested equity awards determined to be dilutive (3)Calculated by taking the mergers and acquisitions net commissions and fees revenue excluding contingent the outstanding Class A common stock. The quarterly dividend will be payable on May 26, 2026, to stockholders of “It was a strong start to 2026 for Ryan Specialty in the face of continued and increasing industry headwinds,” said results to differ materially from those that the Company expected. Specific factors that could cause such a difference *For a definition and a reconciliation of Organic revenue growth rate, Adjusted compensation and benefits expense, within the Diluted EPS calculation disclosed in “Note 10, Earnings (Loss) Per Share” of the unaudited quarterly GAAP financial metric is General and administrative expense ratio. consolidated financial data of the Company for the three months ended March 31, 2025. The summary unaudited commissions, representing the first 12 months of net commissions and fees revenue generated from acquisitions, (1)Adjustments made to General and administrative expense are described in the definition of Adjusted EBITDAC in record as of the close of business on May 12, 2026. A portion of the dividend, $0.06 per share, will be funded by free Patrick G. Ryan, Founder and Executive Chairman of Ryan Specialty. “We grew total revenue 15%, driven by organic Adjusted compensation and benefits ratio, Adjusted general and administrative expense, Adjusted general and include, but are not limited to, those disclosed previously in the Company’s filings with the Securities and Exchange consolidated financial statements. For the three months ended March 31, 2026 and 2025, 6.8 million and 17.8 consolidated financial data for the twelve months ended March 31, 2026, has been prepared for illustrative divided by prior period net commissions and fees revenue excluding contingent commissions and revenue from “Non-GAAP Financial Measures and Key Performance Indicators.” cash flow from Ryan Specialty, LLC and will be paid to all holders of the Company’s Class A common stock and the administrative expense ratio, Adjusted EBITDAC, Adjusted EBITDAC margin, Adjusted net income, Adjusted net income growth of 11.8% and contributions from M&A. We grew Adjusted EBITDAC by 15.7% and Adjusted Diluted EPS by Commission (“SEC”). million shares were added to the calculation, respectively. Adjusted EBITDAC: Adjusted EBITDAC is defined as Net income before Interest expense, net, Income tax expense, purposes only and is not necessarily representative of our results of operations for any future period or our financial sold businesses. margin, and Adjusted diluted earnings per share to the most directly comparable GAAP measure, see “Non-GAAP Financial holders of the LLC Common Units (as defined below). 20.5%. Our performance this quarter speaks to the dedication of our team, their ability to succeed in challenging Depreciation, Amortization, and Change in contingent consideration, adjusted to reflect items such as (i) equity- condition at any future date. Measures and Key Performance Indicators” below. (4)Calculated by taking the change in foreign exchange rates divided by prior period net commissions and fees times, and the diversified enterprise we have purposefully built over the years. Through one of the most efficient For more detail on the risk factors that may affect the Company’s results, see the section entitled “Risk Factors” in based compensation, (ii) acquisition-related expenses, and (iii) other exceptional or non-recurring items, as Full Year 2026 Guidance* revenue excluding contingent commissions and revenue from sold businesses. and effective insurance distribution platforms in the word, we are delivering innovative solutions for our clients - our most recent annual report on Form 10-K filed with the SEC, and in other documents filed with, or furnished to, applicable. Acquisition-related expense includes one-time diligence, transaction-related, and integration costs. The reconciliation of the above non-GAAP measures to each of their most directly comparable GAAP financial (1)Compensation and benefits expense ratio is defined as Compensation and benefits divided by Total revenue. brokers, agents, and carriers, that are difficult to replicate elsewhere. While we expect the environment to remain the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove Acquisition-related long-term incentive compensation arises from long-term incentive plans associated with measure is set forth in the reconciliation table accompanying this release. The Company is updating its full year 2026 guidance for Organic Revenue Growth Rate and Adjusted EBITDAC Margin (2)General and administrative expense ratio is defined as General and administrative expense divided by Total revenue. considerably challenging in the near term, we are confident that our continued investment in the platform, paired incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. acquisitions. These plans require service requirements, and in some cases performance targets, to be met in order to as follows: with our ability to innovate alongside our clients and capital trading partners, will further strengthen our position as Given these factors, as well as other variables that may affect the Company’s operating results, you are cautioned (3)Net income margin is defined as Net income divided by Total revenue. With respect to the Organic revenue growth rate and Adjusted EBITDAC margin outlook presented in the “Full Year be earned. Restructuring and related expense consists of compensation and benefits, contractors, professional a leader in specialty insurance.” not to place undue reliance on these forward-looking statements, not to assume that past financial performance will 2026 Outlook” section of this press release, the Company is unable to provide a comparable outlook for, or a services, and license fees related to the Empower Program, which was initiated at the beginning of 2026. The (4)See “Note 10, Earnings (Loss) Per Share” of the unaudited quarterly consolidated financial statements.
- We are guiding to an Organic Revenue Growth Rate in the mid-single digits for 2026 be a reliable indicator of future performance, and not to use historical trends to anticipate results or trends in future reconciliation to, Total revenue growth rate or Net income margin because it cannot provide a meaningful or compensation and benefits expense includes severance as well as employment costs related to services rendered “I am proud of our team's tireless execution during the quarter as we continue to win business and increase market periods. The forward-looking statements included in this press release and on the related earnings call relate only to accurate calculation or estimation of certain reconciling items without unreasonable effort. Its inability to do so is between the notification and termination dates and other termination payments. Amortization and expense is •We are guiding to an Adjusted EBITDAC Margin that is down 100 - 150 basis points for 2026, as compared to share in a very competitive environment,” added Timothy W. Turner, Chief Executive Officer of Ryan Specialty. events as of the date hereof. The Company does not undertake, and expressly disclaims, any duty or obligation to due to the inherent difficulty in forecasting the timing of items that have not yet occurred and quantifying certain composed of charges related to discontinued prepaid incentive programs. For the three months ended March 31, the prior year “Along with our strong performance, we are continuing to invest broadly in our technology, AI, and data capabilities update publicly any forward-looking statement after the date of this release, whether as a result of new information, amounts that are necessary for such reconciliation, including variations in effective tax rate, expenses to be incurred 2026, Other non-operating income consisted of $0.5 million of forfeitures of vested equity awards, $0.1 million of to ensure we are providing our clients with the expertise and advocacy they expect to solve their most complex future events, changes in assumptions, or otherwise. for acquisition activities, and other one-time or exceptional items. 1 2 3 4 5 6 7 8 9 10 12 13 14 15 16 17