Open the filing on EDGARConsolidated Statements of Cash Flows (Unaudited)
Six Months EndedJune 30,(in thousands)20262025CASH FLOWS FROM OPERATING ACTIVITIESNet income$148,978$120,316Adjustments to reconcile net income to cash flows provided by operating activities:Income from equity method investments(12,570)(10,093)Amortization129,727134,653Depreciation8,1955,527Prepaid and deferred compensation expense18,35823,418Non-cash equity-based compensation38,74039,798Amortization of deferred debt issuance costs4,8564,760Amortization of interest rate cap premium - 3,477Deferred income tax expense20,2859,502Deferred income tax expense from common control reorganization - 47,978Loss on Tax Receivable Agreement380356Impairment of internally-developed software11,982 - Changes in operating assets and liabilities, net of acquisitions:Commissions and fees receivable - net(210,425)(98,353)Accrued interest liability3589,771Other current and non-current assets21,40236,646Other current and non-current liabilities(54,648)(116,996)Total cash flows provided by operating activities$125,618$210,760CASH FLOWS FROM INVESTING ACTIVITIESBusiness combinations - net of cash acquired and cash held in a fiduciary capacity - (565,133)Capital expenditures(30,432)(36,546)Equity method investment in VSIC - (16,637)Asset acquisitions(1,556)(664)Total cash flows used in investing activities$(31,988)$(618,980)CASH FLOWS FROM FINANCING ACTIVITIESBorrowings on Revolving Credit Facility895,574680,536Repayments on Revolving Credit Facility(610,882)(492,788)Debt issuance costs paid - (2,889)Repayment of term debt(8,500)(8,500)Receipt of contingently returnable consideration3,1401,927Payment of contingent consideration(21,960)(29,252)Tax distributions to non-controlling LLC Unitholders(17,953)(34,814)Receipt of taxes related to net share settlement of equity awards7,58912,791Taxes paid related to net share settlement of equity awards(7,322)(14,688)Class A common stock dividends and Dividend Equivalents paid(33,741)(30,510)Distributions and Declared Distributions paid to non-controlling LLC Unitholders(16,153)(13,580)Repurchases of Class A common stock(300,182) - Payments related to Ryan Re preferred units - (167)Net change in fiduciary liabilities200,640166,304Total cash flows provided by financing activities$90,250$234,370Effect of changes in foreign exchange rates on cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity(5,465)11,807NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY$178,415$(162,043)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$1,762,885$1,518,762Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacityCash and cash equivalents$140,119$172,589Cash and cash equivalents held in a fiduciary capacity1,622,7661,346,173Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity$1,762,885$1,518,762 “It was another standout quarter for Ryan Specialty as we continued to focus on delivering for our clients," added (1)Compensation and benefits expense ratio is defined as Compensation and benefits divided by Total revenue. Second Quarter 2026 Net Commissions and Fees by Specialty and Revenue by Type Liquidity and Financial Condition relating to the restructuring plan, or its plans and objectives for future operations, growth initiatives, or strategies Adjusted compensation and benefits expense ratio: Adjusted compensation and benefits expense ratio is defined Adjusted diluted earnings per share: Adjusted diluted earnings per share is defined as Adjusted net income divided 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 Timothy W. Turner, Chief Executive Officer of Ryan Specialty. "Positioned at the top of both specialty distribution and the statements under the caption “Full Year 2026 Outlook” are forward-looking statements. Words such as as the Adjusted compensation and benefits expense as a percentage of Total revenue. The most directly comparable by diluted shares outstanding after adjusting for the effect if 100% of the outstanding LLC Common Units (“LLC (2)General and administrative expense ratio is defined as General and administrative expense divided by Total revenue. Growth in Net commissions and fees in all specialties was primarily driven by solid organic growth. As of June 30, 2026, the Company had Cash and cash equivalents of $140.1 million and outstanding debt principal of Three Months Ended June 30,Six Months Ended June 30,(in thousands, except percentages and per share data)2026202520262025RevenueNet commissions and fees$902,728$840,857$1,685,631$1,516,985Fiduciary investment income13,91914,31326,24528,351Total revenue$916,647$855,170$1,711,876$1,545,336ExpensesCompensation and benefits531,617485,2721,026,793915,561General and administrative118,643107,049227,404213,109Amortization64,38769,668129,727134,653Depreciation4,1332,8888,1955,527Change in contingent consideration17,551(759)44,845(14,801)Total operating expenses$736,331$664,118$1,436,964$1,254,049Operating income$180,316$191,052$274,912$291,287Interest expense, net56,64958,334110,382112,842Income from equity method investments(7,039)(5,156)(12,570)(10,093)Other non-operating loss (income)(25)143(736)(234)Income before income taxes$130,731$137,731$177,836$188,772Income tax expense22,35013,02628,85868,456Net income$108,381$124,705$148,978$120,316GAAP financial measuresTotal revenue$916,647$855,170$1,711,876$1,545,336Net commissions and fees902,728840,8571,685,6311,516,985Compensation and benefits531,617485,2721,026,793915,561General and administrative118,643107,049227,404213,109Net income108,381124,705148,978120,316Compensation and benefits expense ratio (1)58.0 %56.7 %60.0 %59.2 %General and administrative expense ratio (2)12.9 %12.5 %13.3 %13.8 %Net income margin (3)11.8 %14.6 %8.7 %7.8 %Earnings per share (4)$0.34$0.41$0.47$0.19Diluted earnings per share (4)$0.33$0.38$0.45$0.18 (in thousands, except share and per share data)June 30, 2026December 31, 2025ASSETSCURRENT ASSETSCash and cash equivalents$140,119$158,322Commissions and fees receivable - net697,564488,951Fiduciary cash and receivables5,709,5684,298,920Prepaid incentives - net15,56013,550Other current assets79,758100,437Total current assets$6,642,569$5,060,180NON-CURRENT ASSETSGoodwill3,215,6843,225,021Customer relationships1,373,3791,496,885Other intangible assets127,132119,621Prepaid incentives - net27,96827,849Equity method investments121,680109,982Property and equipment - net64,55469,461Lease right-of-use assets126,931130,480Deferred tax assets256,595310,138Other non-current assets10,14314,554Total non-current assets$5,324,066$5,503,991TOTAL ASSETS$11,966,635$10,564,171LIABILITIES AND STOCKHOLDERS’ EQUITYCURRENT LIABILITIESAccounts payable and accrued liabilities$340,815$284,403Accrued compensation484,505519,251Operating lease liabilities27,90625,987Tax Receivable Agreement liabilities30,343 - Short-term debt and current portion of long-term debt62,46660,187Fiduciary liabilities5,709,5684,298,920Total current liabilities$6,655,603$5,188,748NON-CURRENT LIABILITIESAccrued compensation82,65870,096Operating lease liabilities146,505153,089Long-term debt3,570,6893,291,462Tax Receivable Agreement liabilities433,317458,997Deferred tax liabilities45,62449,834Other non-current liabilities16,09497,894Total non-current liabilities$4,294,887$4,121,372TOTAL LIABILITIES$10,950,490$9,310,120STOCKHOLDERS’ EQUITYClass A common stock ($0.001 par value; 1,000,000,000 shares authorized, 121,430,732 and 129,603,426 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively)121130Class B common stock ($0.001 par value; 984,502,112 shares authorized and 134,111,822 shares issued and outstanding at June 30, 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 June 30, 2026, and December 31, 2025) - - Additional paid-in capital355,762513,610Retained earnings145,333120,353Accumulated other comprehensive income8,06413,845Total stockholders’ equity attributable to Ryan Specialty Holdings, Inc.$509,414$648,073Non-controlling interests506,731605,978Total stockholders’ equity$1,016,145$1,254,051TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$11,966,635$10,564,171 Three Months EndedJune 30,Six Months EndedJune 30,(in thousands, except percentages)2026202520262025Current period Net commissions and fees revenue$902,728$840,857$1,685,631$1,516,985Less: Current period contingent commissions(24,149)(27,392)(66,522)(57,854)Less: Revenue attributable to sold businesses(79)(144)(92)(290)Net commissions and fees revenue excluding contingent commissions$878,500$813,321$1,619,017$1,458,841Prior period Net commissions and fees revenue$840,857$680,248$1,516,985$1,218,135Less: Prior year contingent commissions(27,392)(5,396)(57,854)(29,899)Less: Revenue attributable to sold businesses(524)(581)(1,181)(1,120)Prior period Net commissions and fees revenue excluding contingent commissions$812,941$674,270$1,457,950$1,187,116Change in Net commissions and fees revenue excluding contingent commissions$65,559$139,051$161,067$271,725Less: Mergers and acquisitions Net commissions and fees revenue excluding contingent commissions(11,430)(89,419)(26,675)(156,597)Impact of change in foreign exchange rates(389)(1,203)(4,238)(952)Organic revenue growth (Non-GAAP)$53,740$48,429$130,154$114,176Net commissions and fees revenue growth rate (GAAP)7.4 %23.6 %11.1 %24.5 %Less: Impact of contingent commissions (1)0.7(3.0)(0.1)(1.6)Net commissions and fees revenue excluding contingent commissions growth rate (2)8.1 %20.6 %11.0 %22.9 %Less: Mergers and acquisitions Net commissions and fees revenue excluding contingent commissions (3)(1.4)(13.3)(1.8)(13.2)Impact of change in foreign exchange rates (4) - (0.2)(0.3)(0.1)Organic Revenue Growth Rate (Non-GAAP)6.7 %7.1 %8.9 %9.6 % Three Months EndedJune 30,Six Months EndedJune 30,(in thousands, except percentages)2026202520262025Total revenue$916,647$855,170$1,711,876$1,545,336Compensation and benefits expense$531,617$485,272$1,026,793$915,561Acquisition-related expense(1,849)(1,484)(5,260)(4,963)Acquisition related long-term incentive compensation(1,107)(9,321)(10,394)(17,652)Restructuring and related expense(11,634) - (14,099) - Amortization and expense related to discontinued prepaid incentives(692)(1,128)(1,522)(2,306)Equity-based compensation(18,411)(14,853)(32,720)(29,422)Initial public offering related expense(2,978)(5,072)(6,020)(10,376)Adjusted compensation and benefits expense (1)$494,946$453,414$956,778$850,842Compensation and benefits expense ratio58.0%56.7%60.0%59.2%Adjusted compensation and benefits expense ratio54.0%53.0%55.9%55.1% Three Months EndedJune 30,Six Months EndedJune 30,(in thousands, except percentages)2026202520262025Total revenue$916,647$855,170$1,711,876$1,545,336Net income$108,381$124,705$148,978$120,316Interest expense, net56,64958,334110,382112,842Income tax expense22,35013,02628,85868,456Depreciation4,1332,8888,1955,527Amortization64,38769,668129,727134,653Change in contingent consideration (1)17,551(759)44,845(14,801)EBITDAC$273,451$267,862$470,985$426,993Acquisition-related expense3,90315,18311,30532,485Acquisition related long-term incentive compensation1,1079,32110,39417,652Restructuring and related expense33,426 - 39,297 - Amortization and expense related to discontinued prepaid incentives6921,1281,5222,306Other non-operating loss (income)(25)143(736)(234)Equity-based compensation18,41114,85332,72029,422IPO related expenses2,9785,0726,02010,376Income from equity method investments(7,039)(5,156)(12,570)(10,093)Adjusted EBITDAC$326,904$308,406$558,937$508,907Net income margin11.8%14.6%8.7%7.8%Adjusted EBITDAC margin35.7%36.1%32.7%32.9% Three Months EndedJune 30,Six Months EndedJune 30,(in thousands, except percentages)2026202520262025Total revenue$916,647$855,170$1,711,876$1,545,336Net income$108,381$124,705$148,978$120,316Income tax expense22,35013,02628,85868,456Amortization64,38769,668129,727134,653Amortization of deferred debt issuance costs (1)2,4342,3864,8564,760Change in contingent consideration17,551(759)44,845(14,801)Acquisition-related expense3,90315,18311,30532,485Acquisition related long-term incentive compensation1,1079,32110,39417,652Restructuring and related expense33,426 - 39,297 - Amortization and expense related to discontinued prepaid incentives6921,1281,5222,306Other non-operating loss (income)(25)143(736)(234)Equity-based compensation18,41114,85332,72029,422IPO related expenses2,9785,0726,02010,376Income from equity method investments(7,039)(5,156)(12,570)(10,093)Adjusted income before income taxes (2)$268,556$249,570$445,216$395,298Adjusted income tax expense (3)(69,825)(64,888)(115,756)(102,777)Adjusted net income$198,731$184,682$329,460$292,521Net income margin11.8%14.6%8.7%7.8%Adjusted net income margin21.7%21.6%19.2%18.9% Three Months EndedJune 30,Six Months EndedJune 30,2026202520262025Earnings per share of Class A common stock - diluted$0.33$0.38$0.45$0.18Less: Net income attributed to dilutive shares (1)(0.01)(0.19) - - Plus: Impact of all LLC Common Units exchanged for Class A shares (2)0.090.260.100.26Plus: Adjustments to Adjusted net income (3)0.340.220.680.63Plus: Dilutive impact of unvested equity awards (4)(0.01)(0.01)(0.01)(0.02)Adjusted diluted earnings per share$0.74$0.66$1.22$1.05(Share count in ’000)Weighted-average shares of Class A common stock outstanding - diluted131,326274,145134,322138,167Plus: Impact of all LLC Common Units exchanged for Class A shares (2)134,190 - 134,332135,804Plus: Dilutive impact of unvested equity awards (4)3,8675,2751,4265,422Adjusted diluted earnings per share diluted share count269,383279,420270,080279,393 (in thousands)Twelve Months EndedJune 30, 2026Total Revenue$3,217,666Net Income$242,819Interest expense, net219,924Income tax expense39,429Depreciation15,757Amortization269,500Change in contingent consideration72,768EBITDAC$860,197Acquisition-related expense50,921Acquisition related long-term incentive compensation19,323Restructuring and related expense39,297Amortization and expense related to discontinued prepaid incentives3,548Other non-operating loss (income)(1,194)Equity-based compensation52,962IPO related expenses15,431Income from equity method investments(23,713)Adjusted EBITDAC (1)$1,016,772Credit adjustments (2)60,565Credit Adjusted EBITDAC$1,077,337 and underwriting, the platform we've built over the past 16 years enables us to anticipate, identify, and meet the “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” GAAP financial metric is Compensation and benefits expense ratio. Common Units”), together with the shares of Class B common stock, vested Class C Incentive Units, vested but (3)Net income margin is defined as Net income divided by Total revenue. $3.6 billion. most pressing needs of our clients, even in the most challenging environments. Propelled by incredible talent and and variations of such words and similar expressions are intended to identify such forward-looking statements. All unexercised Options, and unvested equity awards were exchanged into shares of Class A common stock as if 100% Three Months Ended June 30,(in thousands, except percentages)2026% oftotal2025% oftotalChangeWholesale Brokerage$498,80255.3%$477,16556.7%$21,6374.5%Binding Authority100,17011.194,52411.25,6466.0Underwriting Management303,75633.6269,16832.134,58812.8Total Net commissions and fees$902,728$840,857$61,8717.4% Adjusted general and administrative expense ratio: Adjusted general and administrative expense ratio is defined as deep client and carrier relationships, and enhanced by our ongoing investments in technology, AI, and data that will forward-looking statements are subject to risks and uncertainties, known and unknown, that may cause actual of unvested equity awards were vested. The most directly comparable GAAP financial metric is Diluted earnings per (4)See “Note 10, Earnings Per Share” of the unaudited quarterly consolidated financial statements Capital Return the Adjusted general and administrative expense as a percentage of Total revenue. The most directly comparable extend our moat, we are confident these advantages will continue to compound, driving durable, long-term value results to differ materially from those that the Company expected. Specific factors that could cause such a difference share.
RYAN SPECIALTY REPORTS SECOND QUARTER 2026 RESULTS
Second Quarter 2026 Review* GAAP financial metric is General and administrative expense ratio. for our shareholders." include, but are not limited to, those disclosed previously in the Company’s filings with the Securities and Exchange In the second quarter, the Company returned approximately $284.5 million to shareholders through $260.0 million Credit Adjusted EBITDAC: Credit Adjusted EBITDAC is defined as Adjusted EBITDAC as further adjusted without Commission (“SEC”). - Total Revenue grew 7.2% year-over-year to $916.6 million of Class A common stock repurchases, representing 8.1 million shares, and $24.5 million in dividends and Total revenue for the second quarter of 2026 was $916.6 million, an increase of 7.2% compared to $855.2 million in Adjusted EBITDAC: Adjusted EBITDAC is defined as Net income before Interest expense, net, Income tax expense, Summary of Second Quarter 2026 Results duplication for: acquired EBITDAC from the beginning of the applicable twelve month reference period through the distributions. As of June 30, 2026, the Company had $300.0 million of remaining authorization under its share - Organic Revenue Growth Rate* of 6.7% year-over-year - the prior-year period. This increase was primarily due to continued organic revenue growth of 6.7%, driven by new Depreciation, Amortization, and Change in contingent consideration, adjusted to reflect items such as (i) equity- For more detail on the risk factors that may affect the Company’s results, see the section entitled “Risk Factors” in acquisition close date, certain annualized run rate expected cost savings and initiatives, and certain other repurchase program. Three Months EndedJune 30,ChangeSix Months EndedJune 30,Change (in thousands, except percentages and per share data)20262025$%20262025$% GAAP financial measuresTotal revenue$916,647$855,170$61,4777.2%$1,711,876$1,545,336$166,54010.8%Net commissions and fees902,728840,85761,8717.41,685,6311,516,985168,64611.1Compensation and benefits531,617485,27246,3459.61,026,793915,561111,23212.1General and administrative118,643107,04911,59410.8227,404213,10914,2956.7Total operating expenses736,331664,11872,21310.91,436,9641,254,049182,91514.6Operating income180,316191,052(10,736)(5.6)274,912291,287(16,375)(5.6)Net income108,381124,705(16,324)(13.1)148,978120,31628,66223.8Net income attributable to Ryan Specialty Holdings, Inc.42,31551,976(9,661)(18.6)59,96124,33435,627146.4Compensation and benefits expense ratio (1)58.0 %56.7 %60.0 %59.2 %General and administrative expense ratio (2)12.9 %12.5 %13.3 %13.8 %Net income margin (3)11.8 %14.6 %8.7 %7.8 %Earnings per share (4)$0.34$0.41$0.47$0.19Diluted earnings per share (4)$0.33$0.38$0.45$0.18Non-GAAP financial measures*Organic revenue growth rate6.7 %7.1 %8.9 %9.6 %Adjusted compensation and benefits expense$494,946$453,414$41,5329.2 %$956,778$850,842$105,93612.5 %Adjusted compensation and benefits expense ratio54.0 %53.0 %55.9 %55.1 %Adjusted general and administrative expense$94,797$93,350$1,4471.6 %$196,162$185,587$10,5755.7 %Adjusted general and administrative expense ratio10.3 %10.9 %11.5 %12.0 %Adjusted EBITDAC$326,904$308,406$18,4986.0 %$558,937$508,907$50,0309.8 %Adjusted EBITDAC margin35.7 %36.1 %32.7 %32.9 %Adjusted net income$198,731$184,682$14,0497.6 %$329,460$292,521$36,93912.6 %Adjusted net income margin21.7 %21.6 %19.2 %18.9 %Adjusted diluted earnings per share$0.74$0.66$0.0812.1 %$1.22$1.05$0.1716.2 % client wins, strong renewal retention, and expanded relationships with existing clients, coupled with continued flow based compensation, (ii) acquisition-related expenses, and (iii) other exceptional or non-recurring items, as our most recent annual report on Form 10-K filed with the SEC, and in other documents filed with, or furnished to, adjustments as permitted in calculating leverage ratios under our debt agreements. The Company presents Credit
- Net Income of $108.4 million, or $0.33 per diluted share into the specialty and E&S markets, and modest amounts of revenue from acquisitions completed within the trailing applicable. Acquisition-related expense includes one-time diligence, transaction-related, and integration costs. the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove Adjusted EBITDAC as an additional measure of liquidity and leverage. The calculation of Credit Adjusted EBITDAC Additionally, on July 30, 2026, the Company’s board of directors declared a quarterly dividend of $0.13 per share on - Adjusted EBITDAC* grew 6.0% year-over-year to $326.9 million - twelve months ended June 30, 2026. We experienced growth across the majority of our casualty lines, offset by a Acquisition-related long-term incentive compensation arises from long-term incentive plans associated with incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. pursuant to our debt agreements permits certain estimates and assumptions that may differ from actual results. the outstanding Class A common stock. The quarterly dividend will be payable on August 25, 2026, to stockholders moderate decline in our property portfolio. acquisitions. These plans require service requirements, and in some cases performance targets, to be met in order to Given these factors, as well as other variables that may affect the Company’s operating results, you are cautioned Six Months Ended June 30,(in thousands, except percentages)2026% oftotal2025% oftotalChangeWholesale Brokerage$876,59852.0%$837,95355.2%$38,6454.6%Binding Authority210,17012.5196,47413.013,6967.0Underwriting Management598,86335.5482,55831.8116,30524.1Total Net commissions and fees$1,685,631$1,516,985$168,64611.1% - Adjusted Net Income increased 7.6% year-over-year to $198.7 million of record as of the close of business on August 11, 2026. A portion of the dividend, $0.06 per share, will be funded be earned. Restructuring and related expense consists of compensation and benefits, contractors, professional The summary unaudited consolidated financial data presented for the twelve months ended June 30, 2026, was not to place undue reliance on these forward-looking statements, not to assume that past financial performance will
- Adjusted Diluted Earnings Per Share grew 12.1% or $0.74 per diluted share - by free cash flow from Ryan Specialty, LLC and will be paid to all holders of the Company’s Class A common stock Total operating expenses for the second quarter of 2026 were $736.3 million, a 10.9% increase compared to $664.1 services, and license fees related to the Empower Program, which was initiated at the beginning of 2026. derived by adding the consolidated financial data of the Company for the twelve months ended December 31, 2025, be a reliable indicator of future performance, and not to use historical trends to anticipate results or trends in future and the holders of the LLC Common Units (as defined below). million in the prior-year period. This increase was primarily due to higher Compensation and benefits expenses Restructuring expense within general and administrative expense includes costs relating to professional services, to the consolidated financial data of the Company for the six months ended June 30, 2026, and subtracting the periods. The forward-looking statements included in this press release and on the related earnings call relate only to - Returned approximately $284.5 million to shareholders, including $260.0 million of share repurchases, and $24.5 resulting from growth in headcount and revenue and an increase in Restructuring and related expense due to the technology and data initiatives, license fees, and third-party contractors, as well as non-cash expenses associated consolidated financial data of the Company for the six months ended June 30, 2025. The summary unaudited events as of the date hereof. The Company does not undertake, and expressly disclaims, any duty or obligation to million of dividends and distributions - Full Year 2026 Guidance* Empower Program, partially offset by a decrease in Acquisition related long-term incentive compensation related to with the impairment of internally-developed software. Compensation and benefits restructuring costs include consolidated financial data for the twelve months ended June 30, 2026, has been prepared for illustrative purposes update publicly any forward-looking statement after the date of this release, whether as a result of new information, the decline in acquisition activity compared to the prior period. General and administrative expense also increased severance as well as employment costs for services rendered between the notification and termination dates and only and is not necessarily representative of our results of operations for any future period or our financial condition future events, changes in assumptions, or otherwise. July 30, 2026 | CHICAGO, IL - Ryan Specialty Holdings, Inc. (NYSE: RYAN) (“Ryan Specialty” or the “Company”), a The Company is maintaining its full year 2026 guidance for Organic Revenue Growth Rate and updating its full year compared to the prior-year period due to an increase in costs directly linked to revenue growth and an increase in other termination payments. The compensation and benefits expense includes severance as well as employment at any future date. leading international specialty insurance firm, today announced results for the second quarter ended June 30, 2026. (1)Adjustments made to Compensation and benefits expense are described in the definition of Adjusted EBITDAC in Restructuring and related expense due to the Empower Program, partially offset by lower Acquisition-related 2026 guidance for Adjusted EBITDAC Margin as follows: Non-GAAP Financial Measures and Key Performance Indicators costs related to services rendered between the notification and termination dates and other termination payments. “Non-GAAP Financial Measures and Key Performance Indicators.” expenses. Change in contingent consideration also increased compared to the prior-year period. The reconciliation of the above non-GAAP measures to each of their most directly comparable GAAP financial Amortization and expense is composed of charges related to discontinued prepaid incentive programs. For the three Second Quarter 2026 Highlights (1)Adjustment removes the impact of Net income attributed to dilutive awards to arrive at Net income attributable to •We are guiding to an Organic Revenue Growth Rate in the mid-single digits for 2026 The following tables sets forth our revenue by type of commission and fees: In assessing the performance of the Company’s business, non-GAAP financial measures are used that are derived measure is set forth in the reconciliation table accompanying this release. months ended June 30, 2026, Other non-operating loss (income) consisted of $0.1 million of sublease income, $0.1 Ryan Specialty Holdings, Inc. For the three months ended June 30, 2026 and 2025, this removes $0.5 million and Net income for the second quarter of 2026 decreased 13.1% to $108.4 million, compared to $124.7 million in the from the Company’s consolidated financial information, but which are not presented in the Company’s consolidated •Revenue grew 7.2% year-over-year to $916.6 million, compared to $855.2 million in the prior-year period million of proceeds from the sale of a small non-subscription workers compensation book of business, $0.1 million of $52.4 million of Net income, respectively, on 131.3 million and 274.1 million Weighted-average shares of Class A prior-year period, primarily driven by an increase in Total operating expenses and a higher Income tax expense, Three Months Ended June 30,(in thousands, except percentages)2026% oftotal2025% oftotalChangeNet commissions and policy fees$852,38594.4%$787,07493.6%$65,3118.3%Supplemental and contingent commissions32,1683.635,6304.2(3,462)(9.7)Loss mitigation and other fees18,1752.018,1532.2220.1Total Net commissions and fees$902,728$840,857$61,8717.4% •We are guiding to an Adjusted EBITDAC Margin that is down 50 - 100 basis points for 2026, as compared to With respect to the Organic revenue growth rate and Adjusted EBITDAC margin outlook presented in the “Full Year financial statements prepared in accordance with GAAP. The Company considers these non-GAAP financial measures forfeitures of vested equity awards, and de minimis seller reimbursement of acquisition-related retention incentives Reconciliation of Adjusted General and Administrative Expense to General and Administrative Expense common stock outstanding - diluted, respectively. For the six months ended June 30, 2026 and 2025, this removes •Organic Revenue Growth Rate* was 6.7% for the quarter, compared to 7.1% in the prior-year period partially offset by strong revenue growth. the prior year 2026 Outlook” section of this press release, the Company is unable to provide a comparable outlook for, or a to be useful metrics for management and investors to facilitate operating performance comparisons from period to offset by $0.4 million of TRA contractual interest and related charges. For the three months ended June 30, 2025, $0.5 million and $1.1 million of Net income, respectively, on 134.3 million and 138.2 million Weighted-average reconciliation to, Total revenue growth rate or Net income margin because it cannot provide a meaningful or •Net Income decreased 13.1% year-over-year to $108.4 million, compared to $124.7 million in the prior-year period by excluding potential differences caused by variations in capital structures, tax positions, depreciation, shares of Class A common stock outstanding - diluted, respectively. See “Note 10, Earnings Per Share” of the Three Months EndedJune 30,Six Months EndedJune 30,(in thousands, except percentages)2026202520262025Total revenue$916,647$855,170$1,711,876$1,545,336General and administrative expense$118,643$107,049$227,404$213,109Acquisition-related expense(2,054)(13,699)(6,044)(27,522)Restructuring and related expense(21,792) - (25,198) - Adjusted general and administrative expense (1)$94,797$93,350$196,162$185,587General and administrative expense ratio12.9%12.5%13.3%13.8%Adjusted general and administrative expense ratio10.3%10.9%11.5%12.0% Other non-operating loss (income) consisted of $0.4 million of TRA contractual interest and related charges offset by Adjusted EBITDAC grew 6.0% to $326.9 million from $308.4 million in the prior-year period. Adjusted EBITDAC *For a definition of Organic revenue growth rate and Adjusted EBITDAC margin, see “Non-GAAP Financial Measures and Key accurate calculation or estimation of certain reconciling items without unreasonable effort. Its inability to do so is period. Diluted Earnings Per Share was $0.33 unaudited quarterly consolidated financial statements. amortization, and certain other items that the Company believes are not representative of its core business. The $0.2 million of sublease income. For the six months ended June 30, 2026, Other non-operating loss (income) (1)Adjustments made to Net income are described in the definition of Adjusted EBITDAC in “Non-GAAP Financial Performance Indicators” below. margin for the quarter was 35.7%, compared to 36.1% in the prior-year period. The increase in Adjusted EBITDAC due to the inherent difficulty in forecasting the timing of items that have not yet occurred and quantifying certain Company uses the following non-GAAP measures for business planning purposes, in measuring performance relative Measures and Key Performance Indicators”. consisted of $0.6 million of forfeitures of vested equity awards, $0.3 million of sublease income, $0.1 million of (2)For comparability purposes, this calculation incorporates the Net income that would be distributable if all LLC was driven primarily by strong revenue growth, partially offset by higher Adjusted compensation and benefits •Adjusted EBITDAC* increased 6.0% to $326.9 million, compared to $308.4 million in the prior-year period amounts that are necessary for such reconciliation, including variations in effective tax rate, expenses to be incurred to that of its competitors, to help investors to understand the nature of the Company’s growth, and to enable (1)For the six months ended June 30, 2025, Change in contingent consideration included a $20.3 million decrease in proceeds from the sale of a small non-subscription workers compensation book of business, and $0.1 million of Conference Call Information (1)Interest expense, net includes amortization of deferred debt issuance costs. Common Units (together with shares of Class B common stock) were exchanged for shares of Class A common expense and Adjusted general and administrative expense. (2)Adjustments made to Adjusted EBITDAC represent (without duplication) additional adjustments permitted under •Adjusted EBITDAC Margin* of 35.7%, compared to 36.1% in the prior-year period for acquisition activities, and other one-time or exceptional items. valuation of the US Assure contingent consideration as a result of increased loss ratios impacting projected profit investors to evaluate the run-rate performance of the Company. Non-GAAP financial measures should be viewed as seller reimbursement of acquisition-related retention incentives offset by $0.4 million of TRA contractual interest stock. For the three months ended June 30, 2026 and 2025, this includes $66.1 million and $72.7 million of Net (2)Adjustments made to Net income are described in the definition of Adjusted EBITDAC in “Non-GAAP Financial our debt agreements. commissions. supplementing, and not as an alternative or substitute for, the consolidated financial statements prepared and income, respectively, on 265.5 million and 274.1 million Weighted-average shares of Class A common stock Ryan Specialty will hold a conference call to discuss the financial results at 4:45pm Eastern Time on July 30, 2026. and related charges. For the six months ended June 30, 2025, Other non-operating loss (income) consisted of $0.3 Adjusted net income for the second quarter of 2026 increased 7.6% to $198.7 million, compared to $184.7 million in •Adjusted Net Income* increased 7.6% to $198.7 million, compared to $184.7 million in the prior-year period Measures and Key Performance Indicators.” Contacts: outstanding - diluted, respectively. For the three months ended June 30, 2025, 135.5 million weighted-average 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- million of seller reimbursement of acquisition-related retention incentives and $0.3 million of sublease income offset the prior-year period. Adjusted net income margin was 21.7%, compared to 21.6% in the prior-year period. Adjusted Non-GAAP Financial Measures (Unaudited) •Adjusted Diluted Earnings Per Share* increased 12.1% to $0.74, compared to $0.66 in the prior-year period (3)The Company is subject to United States federal income taxes, in addition to state, local, and foreign taxes, with outstanding LLC Common Units were considered dilutive and included in the 274.1 million Weighted-average with the unaudited consolidated quarterly financial statements in the Company’s Quarterly Report on form 10-Q specialty-q2-2026-earnings-call.open-exchange.net/registration or by visiting the Company’s Investor Relations by $0.4 million of TRA contractual interest and related charges. Equity-based compensation reflects non-cash equity- diluted earnings per share for the second quarter of 2026 increased 12.1% to $0.74, compared to $0.66 in the priorrespect to our allocable share of any net taxable income of the LLC. For the three and six months ended June 30, 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 Six Months Ended June 30,(in thousands, except percentages)2026% oftotal 2025% oftotalChangeNet commissions and policy fees$1,569,93793.1%$1,411,04093.0%$158,89711.3%Supplemental and contingent commissions81,2854.873,4034.87,88210.7Loss mitigation and other fees34,4092.132,5422.21,8675.7Total Net commissions and fees$1,685,631$1,516,985$168,64611.1% shares of Class A common stock outstanding - diluted within Diluted EPS. For the six months ended June 30, 2026 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. based expense. IPO related expenses consist of compensation-related expense primarily related to the expense for year period. •Returned approximately $284.5 million to shareholders through $260.0 million of Class A common stock Three Months Ended June 30,Six Months Ended June 30,(in thousands, except percentages and per share data)2026202520262025Non-GAAP financial measures*Organic revenue growth rate6.7 %7.1 %8.9 %9.6 %Adjusted compensation and benefits expense$494,946$453,414$956,778$850,842Adjusted compensation and benefits expense ratio54.0 %53.0 %55.9 %55.1 %Adjusted general and administrative expense$94,797$93,350$196,162$185,587Adjusted general and administrative expense ratio10.3 %10.9 %11.5 %12.0 %Adjusted EBITDAC$326,904$308,406$558,937$508,907Adjusted EBITDAC margin35.7 %36.1 %32.7 %32.9 %Adjusted net income$198,731$184,682$329,460$292,521Adjusted net income margin21.7 %21.6 %19.2 %18.9 %Adjusted diluted earnings per share$0.74$0.66$1.22$1.05 2026 and 2025, this calculation of adjusted income tax expense is based on a federal statutory rate of 21% and a and 2025, this includes $89.0 million and $96.0 million of Net income, respectively, on 268.7 million and 274.0 metrics in the same way and may not make identical adjustments. new awards issued at IPO, as well as expense related to the revaluation of existing equity awards at IPO. repurchases, representing 8.1 million shares, and $24.5 million in dividends and distributions combined state income tax rate net of federal benefits of 5.00% on 100% of our adjusted income before income million Weighted-average shares of Class A common stock outstanding - diluted, respectively. See “Note 10, (1)Calculated by subtracting Net commissions and fees revenue growth rate from net commissions and fees revenue A webcast replay of the call will be available on the Company’s website at ryanspecialty.com in its Investors section *For the definition of each of the non-GAAP measures referred to above, as well as a reconciliation of such non-GAAP taxes as if the Company owned 100% of the LLC. Earnings Per Share” of the unaudited quarterly consolidated financial statements. excluding contingent commissions growth rate and revenue from sold businesses. Organic revenue growth rate: Organic revenue growth rate represents the percentage change in Net commissions for one year following the call. measures to their most directly comparable GAAP measures, see “Non-GAAP Financial Measures and Key Performance Adjusted EBITDAC margin: Adjusted EBITDAC margin is defined as Adjusted EBITDAC as a percentage of Total “We are proud of our excellent second quarter performance, especially given the very challenging environment, as (3)Adjustments to Adjusted net income are described in the footnotes of the reconciliation of Adjusted net income to Indicators” below. and fees, as compared to the same period for the prior year, adjusted to eliminate revenue attributable to revenue. The most directly comparable GAAP financial metric is Net income margin. (2)Calculated by dividing the change in Total net commissions & fees revenue excluding contingent commissions by we continue to deliver for our clients and carrier trading partners," said Patrick G. Ryan, Founder and Executive Net income in “Adjusted Net Income and Adjusted Net Income Margin” on 265.5 million and 274.1 million About Ryan Specialty (1)Adjustments made to General and administrative expense are described in the definition of Adjusted EBITDAC in acquisitions for the first twelve months of ownership, revenue attributable to sold businesses for the subsequent prior year net commissions and fees excluding contingent commissions and revenue from sold businesses. Chairman of Ryan Specialty. "We grew total revenue 7.2%, driven primarily by organic growth of 6.7%. We grew Weighted-average shares of Class A common stock outstanding - diluted for the three months ended June 30, 2026 “Non-GAAP Financial Measures and Key Performance Indicators.” twelve months after the sale, and other items such as contingent commissions and the impact of changes in foreign Adjusted net income: Adjusted net income is defined as tax-effected earnings before amortization and certain items Adjusted EBITDAC by 6.0% and Adjusted Diluted EPS by 12.1%. These results speak to the exceptional efforts of our (3)Calculated by taking the mergers and acquisitions net commissions and fees revenue excluding contingent and 2025, respectively, and 268.7 million and 274.0 million Weighted-average shares of Class A common stock Founded in 2010, Ryan Specialty (NYSE: RYAN) is a service provider of specialty products and solutions for insurance exchange rates. of income and expense, gains and losses, equity-based compensation, acquisition related long-term incentive brokers and underwriters, and to the differentiated, scalable platform we've built - one we believe is exceedingly commissions, representing the first 12 months of net commissions and fees revenue generated from acquisitions, outstanding - diluted for the six months ended June 30, 2026 and 2025, respectively. brokers, agents, and carriers. Ryan Specialty provides distribution, underwriting, product development, compensation, acquisition-related expenses, costs associated with our IPO, and certain exceptional or non-recurring difficult to replicate. Our consistent ability to anticipate specialty insurance needs and deliver unique, innovative divided by prior period net commissions and fees revenue excluding contingent commissions and revenue from administration, and risk management services by acting as a wholesale broker and a managing underwriter with Adjusted compensation and benefits expense: Adjusted compensation and benefits expense is defined as (4)For comparability purposes and to be consistent with the treatment of the adjustments to arrive at Adjusted net items. The Company will be subject to United States federal income taxes, in addition to state, local, and foreign sold businesses. solutions has positioned us with one of the broadest and most diverse product portfolios in the industry, spanning income, the dilutive effect of 100% of the outstanding LLC Common Units (together with shares of Class B common delegated authority from insurance carriers. Our mission is to provide industry-leading innovative specialty Compensation and benefits expense adjusted to reflect items such as (i) equity-based compensation, (ii) acquisition taxes, with respect to its allocable share of any net taxable income of Ryan Specialty, LLC (together with its parent wholesale brokerage, delegated authority, reinsurance, benefits and alternative capital solutions. (4)Calculated by taking the change in foreign exchange rates divided by prior period net commissions and fees stock), vested Class C Incentive Units, vested but unexercised options, and unvested equity awards calculated using insurance solutions for insurance brokers, agents, and carriers. Learn more at ryanspecialty.com. and restructuring related compensation expenses, and (iii) other exceptional or non-recurring compensation New Ryan Specialty, LLC and their subsidiaries, the “LLC”). For comparability purposes, this calculation incorporates revenue excluding contingent commissions and revenue from sold businesses. the treasury stock method as if the weighted-average unrecognized cost associated with the awards was $0 over expenses, as applicable. The most directly comparable GAAP financial metric is Compensation and benefits expense. the impact of federal and state statutory tax rates on 100% of the Company’s adjusted pre-tax income as if the We also continued to return capital to shareholders through our dividend, repurchasing shares worth $260 million the period, less any unvested equity awards determined to be dilutive within the Diluted EPS calculation disclosed Forward-Looking Statements Company owned 100% of Ryan Specialty, LLC. The most directly comparable GAAP financial metric is Net income. during the quarter, and expanding our repurchase authorization by an additional $300 million. As we move through in “Note 10, Earnings Per Share” of the unaudited quarterly consolidated financial statements. For the three Adjusted general and administrative expense: Adjusted general and administrative expense is defined as General *For a definition and a reconciliation of Organic revenue growth rate, Adjusted compensation and benefits expense, the back half of the year, we remain confident that our platform, our talent, and our culture will continue to fuel months ended June 30, 2026 and 2025, 3.9 million and 5.3 million shares were added to the calculation, All statements in this release and in the corresponding earnings call that are not historical are “forward-looking and administrative expense adjusted to reflect items such as (i) acquisition and restructuring related general and Adjusted net income margin: Adjusted net income margin is defined as Adjusted net income as a percentage of Adjusted compensation and benefits ratio, Adjusted general and administrative expense, Adjusted general and durable, industry-leading growth, attractive margins, and further enhance our position as a leader in specialty respectively. For the six months ended June 30, 2026 and 2025, 1.4 million and 5.4 million shares were added to statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve substantial risks administrative expenses, and (ii) other exceptional or non-recurring general and administrative expenses, as administrative expense ratio, Adjusted EBITDAC, Adjusted EBITDAC margin, Adjusted net income, Adjusted net income Total revenue. The most directly comparable GAAP financial metric is Net income margin. insurance for years to come.” the calculation, respectively. and uncertainties. For example, all statements the Company makes relating to its estimated and projected costs, margin, and Adjusted diluted earnings per share to the most directly comparable GAAP measure, see “Non-GAAP Financial applicable. The most directly comparable GAAP financial metric is General and administrative expense. Measures and Key Performance Indicators” below. expenditures, cash flows, growth rates and financial results, its plans, anticipated amount and timing of cost savings 1 2 3 4 5 6 7 8 9 10 12 13 14 15 16 17