Ryan Specialty Holdings Inc.

05/02/2025 | Press release | Distributed by Public on 05/02/2025 05:25

Quarterly Report for Quarter Ending March 31, 2025 (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM 10-Q
____________
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended March 31, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _________to
Commission File Number: 001-40645
____________
RYAN SPECIALTY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
____________
Delaware
86-2526344
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
155 N. Wacker Drive, Suite 4000
Chicago, IL
60606
(Address of principal executive offices)
(Zip Code)
(312) 784-6001
(Registrant's telephone number, including area code)
____________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
symbol
Name of each exchange
on which registered
Class A Common Stock, $0.001 par value per share
RYAN
The New York Stock Exchange(NYSE)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth
company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
On April 30, 2025,the Registrant had 262,429,241shares of common stock outstanding, consisting of 126,642,917shares of Class A common stock,
$0.001 par value, and 135,786,324shares of Class B common stock, $0.001 par value.
Ryan Specialty Holdings, Inc.
INDEX
PART I. FINANCIAL INFORMATION
1
Item 1.
Financial Statements
1
Consolidated Statements of Income (Loss) (Unaudited)
1
Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
2
Consolidated Balance Sheets (Unaudited)
3
Consolidated Statements of Cash Flows (Unaudited)
4
Consolidated Statements of Stockholders' Equity (Unaudited)
5
Notes to the Consolidated Financial Statements (Unaudited)
6
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
31
Item 3.
Quantitative and Qualitative Disclosure About Market Risk
49
Item 4.
Controls and Procedures
50
PART II. OTHER INFORMATION
51
Item 1.
Legal Proceedings
51
Item 1A.
Risk Factors
51
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
51
Item 3.
Defaults Upon Senior Securities
51
Item 4.
Mine Safety Disclosures
51
Item 5.
Other Information
51
Item 6.
Exhibits
52
i
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements, other than statements of
historical fact included in this Quarterly Report on Form 10-Q, are forward-looking statements. Forward-looking
statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future
performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to
historical or current facts. These statements may include words such as "anticipate," "estimate," "expect," "project,"
"plan," "intend," "believe," "may," "will," "should," "can have," "likely" and other words and terms of similar meaning in
connection with any discussion of the timing or nature of future operating or financial performance or other events. For
example, all statements we make relating to our estimated costs, expenditures, cash flows, growth rates and financial
results, any future dividends, our plans, and objectives for future operations, growth or initiatives, strategies or the expected
outcome or impact of pending or threatened litigation, are forward-looking statements. All forward-looking statements are
subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:
•our failure to successfully recruit and retain our senior management team, revenue producers or other key
employees and to successfully plan and prepare for the succession of our senior management team;
•the potential loss of our relationships with insurance carriers or our clients, failure to maintain good
relationships with insurance carriers or clients, becoming dependent upon a limited number of insurance
carriers or clients or the failure to develop new insurance carrier and client relationships;
•errors in, or ineffectiveness of, our underwriting models and the risks presented to our reputation and
relationships with insurance carriers, retail brokers and agents;
•failure to maintain, protect, and enhance our brand or prevent damage to our reputation;
•the unsatisfactory evaluation of potential acquisitions or the failure to successfully integrate acquired
businesses and/or introduce new products, lines of business, and/or markets;
•our inability to successfully recover upon experiencing a disaster or other interruption in business continuity;
•the impact of third parties that perform key functions of our business operations acting in ways that harm our
business;
•the cyclicality of, and the economic conditions in, the markets in which we operate and conditions that result
in reduced insurer capacity or a migration of business away from the E&S market and into the Admitted
market;
•a reduction in insurer capacity to adequately and appropriately underwrite risk and provide coverage;
•our international operations expose us to various international risks, including required compliance with
evolving legal and regulatory obligations, that are different, and at times more burdensome, than those set
forth in the United States;
•changes in interest rates and deterioration of credit quality could reduce the value of our cash balances or
interest income;
•failure to maintain the valuable aspects of our Company's culture;
•significant competitive pressures in each of our businesses;
•decreases in premiums or commission rates set by insurers, or actions by insurers seeking repayment of
commissions;
•decrease in the amount of supplemental or contingent commissions we receive;
•our inability to collect our receivables;
•disintermediation within the insurance industry and shifts away from traditional insurance markets;
•changes in the mode of compensation in the insurance industry;
•impairment of goodwill and intangibles;
•the impact on our operations and financial condition from the effects of a pandemic or the outbreak of a
contagious disease and resulting governmental and societal responses;
•the inability to maintain strong growth and generate sufficient revenue to maintain profitability;
ii
•the loss of clients or business as a result of consolidation within the retail insurance brokerage industry;
•the impact if our MGA or MGU programs are terminated or changed;
•significant investment in our growth strategy and whether expectation of internal efficiencies are realized;
•the unavailability or inaccuracy of our clients' and third parties' data for pricing and underwriting insurance
policies;
•the competitiveness and cyclicality of the reinsurance industry;
•the occurrence of natural or man-made disasters;
•the challenges with properly assessing, adapting to, and managing the adoption and use of artificial
intelligence and other evolving technologies;
•the economic and political conditions of the countries and regions in which we operate;
•the failure, or take-over by the FDIC, of one of the financial institutions that we use;
•our inability to respond quickly to operational or financial problems or promote the desired level of
cooperation and interaction among our offices;
•our international operations expose us to various international risks, including exchange rate fluctuations;
•changing expectations over corporate responsibility and stakeholder interests;
•the impact of breaches in security that cause significant system or network disruption or business interruption;
•the impact of improper disclosure of confidential, personal or proprietary data, misuse of information by
employees or counterparties or as a result of cyber incidents and cyberattacks;
•our inability to gain internal efficiencies through the application of technology or effectively apply
technology in driving value for our clients or the failure of technology and automated systems to function or
perform as expected;
•the impact of infringement, misappropriation or dilution of our intellectual property;
•the impact of the failure to protect our intellectual property rights, or allegations that we have infringed on the
intellectual property rights of others;
•the impact of evolving governmental regulations, legal proceedings, and governmental inquiries related to our
business;
•being subject to E&O claims as well as other contingencies and legal proceedings;
•our handling of client funds and surplus lines taxes that exposes us to complex fiduciary regulations;
•changes in tax laws or regulations;
•decreased commission revenues due to proposed tort reform legislation;
•the impact of regulations affecting insurance carriers;
•our outstanding debt potentially adversely affecting our financial flexibility and subjecting us to contractual
restrictions and limitations that could significantly affect our ability to operate and manage our business;
•not being able to generate sufficient cash flow to service all of our indebtedness and being forced to take other
actions to satisfy our obligations under such indebtedness;
•being affected by further changes in the U.S. based credit markets;
•changes in our credit ratings;
•risks related to the payments required by our Tax Receivable Agreement;
•risks relating to our organizational structure that could result in conflicts of interests between the LLC
Unitholders, the Ryan Parties, and the holders of our Class A common stock; and
•other factors disclosed in the section entitled "Risk Factors" in our Annual Report on Form 10-K and our
Quarterly Reports on Form 10-Q.
iii
We derive many of our forward-looking statements from our operating budgets and forecasts that are based on many
detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict
the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results.
Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are
disclosed under the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in this Quarterly Report on Form 10-Q and under the Section entitled "Risk Factors" in the
Company's Annual Report on Form 10-K for the year ended December 31, 2024. All written and oral forward-looking
statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary
statements as well as other cautionary statements that are made from time to time in our filings with the SEC and other
public communications. You should evaluate all forward-looking statements made in this Quarterly Report on Form 10-Q
in the context of these risks and uncertainties.
In addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject.
These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and
while we believe such information forms a reasonable basis for such statements, such information may be limited or
incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review
of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not
to unduly rely upon these statements.
We caution you that the important factors referenced above may not contain all of the factors that are important to you. In
addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if
substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The
forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date hereof. We
undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or
otherwise, except as otherwise required by law.
Commonly Used Defined Terms
As used in this Quarterly Report on Form 10-Q, unless the context indicates or otherwise requires, the following terms
have the following meanings:
•"we," "us," "our," the "Company," "Ryan Specialty," and similar references refer: (i) Following the
consummation of the Organizational Transactions, including our IPO, to Ryan Specialty Holdings, Inc., and,
unless otherwise stated, all of its subsidiaries, including the LLC, and (ii) prior to the completion of the
Organizational Transactions, including our IPO, to the LLC and, unless otherwise stated, all of its
subsidiaries.
•"2030 Senior Secured Notes": The 4.375% senior secured notes due 2030 issued under an Indenture dated
February 3, 2022.
•"2032 Senior Secured Notes": The 5.875% senior secured notes due 2032 issued under an Indenture dated
September 19, 2024, as supplemented on December 9, 2024.
•"Adjusted Term SOFR": Prior to January 19, 2024, the interest rate per annum based on the Secured
Overnight Financing Rate ("SOFR") plus a credit spread adjustment of 10 basis points, 15 basis points, or 25
basis points for the one-month, three-month, or six-month borrowing periods, respectively, subject to a 75
basis point floor. After January 19, 2024, the interest rate per annum based on SOFR, without any credit
spread adjustment, subject to a 75 basis point floor. After September 13, 2024, the interest rate per annum
based on SOFR, without any credit spread adjustment, subject to a 0 basis point floor.
•"Admitted": The insurance market comprising insurance carriers licensed to write business on an "admitted"
basis by the insurance commissioner of the state in which the risk is located. Insurance rates and forms in this
market are highly regulated by each state and coverages are largely uniform.
•"Binding Authority": Our Binding Authority receives submissions for insurance directly from retail brokers,
evaluates price and makes underwriting decisions regarding these submissions based on narrowly prescribed
guidelines provided by carriers, and binds and issues policies on behalf of insurance carriers who retain the
insurance underwriting risk.
•"Board" or "Board of Directors": The board of directors of Ryan Specialty.
iv
•"Class C Incentive Units": Class C common incentive units, initially of the LLC on and prior to September
30, 2021, and then subsequently of New LLC, that are subject to vesting and will be exchangeable into LLC
Common Units.
•"Credit Agreement": The credit agreement, as amended, dated September 1, 2020, among Ryan Specialty,
LLC and JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto.
•"Credit Facility": The Term Loan and the Revolving Credit Facility.
•"E&O": Errors and omissions.
•"E&S": Excess and surplus lines. In this insurance market, carriers are licensed on a "non-admitted" basis.
The excess and surplus lines market often offers carriers more flexibility in terms, conditions, and rates than
does the Admitted market.
•"Exchange Act": Securities Exchange Act of 1934, as amended.
•"IPO": Initial public offering.
•"LLC": Ryan Specialty, LLC, together with its parent New LLC, and their subsidiaries.
•"LLC Common Units": Non-voting common interest units initially of the LLC on and prior to September 30,
2021, and then subsequently of New LLC or LLC, as the context requires.
•"LLC Operating Agreement": The Eighth Amended and Restated Limited Liability Company Agreement of
the LLC, as amended.
•"LLC Units": Class A common units and Class B common units of the LLC prior to the Organizational
Transactions.
•"LLC Unitholders": Holders of the LLC Units or the LLC Common Units, as the context requires.
•"MGA": Managing general agent.
•"MGU": Managing general underwriter.
•"New LLC": New Ryan Specialty, LLC is a Delaware limited liability company and a direct subsidiary of
Ryan Specialty Holdings, Inc.
•"New LLC Operating Agreement": The Third Amended and Restated Limited Liability Company Agreement
of New LLC, as amended.
•"Organizational Transactions": The series of organizational transactions completed by the Company in
connection with the IPO, as described in Note 1 to the consolidated audited financial statements contained in
the Form 10-K filed with the SEC on March 16, 2022.
•"Revolving Credit Facility": Prior to July 30, 2024, the $600 million revolving credit facility under the Credit
Agreement. After July 30, 2024, the $1,400 million revolving credit facility under the Credit Agreement.
•"Ryan Parties": Patrick G. Ryan and certain members of his family and various entities and trusts over which
Patrick G. Ryan and his family exercise control.
•"SEC": The Securities and Exchange Commission.
•"Senior Secured Notes": The 2030 Senior Secured Notes and the 2032 Senior Secured Notes.
•"Specialty": One of the three Ryan Specialty primary distribution channels, which includes Wholesale
Brokerage, Binding Authority, and Underwriting Management.
•"Stock Option": A non-qualified stock option award that gives the grantee the option to buy a specified
number of shares of Class A common stock at the grant date price.
•"Tax Receivable Agreement" or "TRA": The tax receivable agreement entered into in connection with the
IPO.
v
•"Term Loan": Prior to September 13, 2024, the senior secured Term Loan B for $1,650 million in aggregate
principal amount senior secured Term Loan B under the Credit Agreement. After September 13, 2024, the
$1,700 million in aggregate principal amount senior secured Term Loan B under the Credit Agreement.
•"U.S. GAAP": Accounting principles generally accepted in the United States of America.
•"Underwriting Management": Our Underwriting Management Specialty administers a number of MGUs,
MGAs, and programs that offer commercial and personal insurance for specific product lines or industry
classes. Underwriters act with delegated underwriting authority based on varying degrees of prescribed
guidelines as provided by carriers, quoting, binding and issuing policies on behalf of Ryan Specialty's carrier
trading partners which retain the insurance underwriting risk.
•"Wholesale Brokerage": Our Wholesale Brokerage Specialty distributes a wide range and diversified mix of
specialty property, casualty, professional lines, personal lines and workers' compensation insurance products,
as a broker between the carriers and retail brokerage firms.
1
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Ryan Specialty Holdings, Inc.
Consolidated Statements of Income (Loss) (Unaudited)
(In thousands, except share and per share data)
Three Months Ended March 31,
2025
2024
REVENUE
Net commissions and fees
$676,128
$537,887
Fiduciary investment income
14,038
14,159
Total revenue
$690,166
$552,046
EXPENSES
Compensation and benefits
430,289
373,527
General and administrative
106,060
75,867
Amortization
64,985
27,988
Depreciation
2,639
2,080
Change in contingent consideration
(14,042)
(65)
Total operating expenses
$589,931
$479,397
OPERATING INCOME
$100,235
$72,649
Interest expense, net
54,508
29,400
Income from equity method investment in related party
(4,937)
(5,606)
Other non-operating loss (income)
(377)
1,752
INCOME BEFORE INCOME TAXES
$51,041
$47,103
Income tax expense
55,430
6,426
NET INCOME (LOSS)
$(4,389)
$40,677
Net income attributable to non-controlling interests, net of tax
23,253
24,142
NET INCOME (LOSS) ATTRIBUTABLE TO RYAN SPECIALTY
HOLDINGS, INC.
$(27,642)
$16,535
NET INCOME (LOSS) PER SHARE OF CLASS A COMMON STOCK:
Basic
$(0.22)
$0.14
Diluted
$(0.22)
$0.13
WEIGHTED-AVERAGE SHARES OF CLASS A COMMON STOCK
OUTSTANDING:
Basic
125,419,656
117,811,805
Diluted
125,419,656
269,922,368
See accompanying Notes to the Consolidated Financial Statements (Unaudited)
2
Ryan Specialty Holdings, Inc.
Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(In thousands)
Three Months Ended March 31,
2025
2024
NET INCOME (LOSS)
$(4,389)
$40,677
Net income attributable to non-controlling interests, net of tax
23,253
24,142
NET INCOME (LOSS) ATTRIBUTABLE TO RYAN SPECIALTY
HOLDINGS, INC.
$(27,642)
$16,535
Other comprehensive income, net of tax:
Gain on interest rate cap
627
4,208
(Gain) on interest rate cap reclassified to earnings
(1,525)
(2,290)
Foreign currency translation adjustments
8,481
(408)
Change in share of equity method investment in related party other
comprehensive income (loss)
(1,315)
1,510
Total other comprehensive income, net of tax
$6,268
$3,020
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO RYAN
SPECIALTY HOLDINGS, INC.
$(21,374)
$19,555
See accompanying Notes to the Consolidated Financial Statements (Unaudited)
3
Ryan Specialty Holdings, Inc.
Consolidated Balance Sheets (Unaudited)
(In thousands, except share and per share data)
March 31, 2025
December 31, 2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$203,549
$540,203
Commissions and fees receivable - net
432,476
389,758
Fiduciary cash and receivables
3,888,694
3,739,727
Prepaid incentives - net
9,248
9,219
Other current assets
75,143
109,951
Total current assets
$4,609,110
$4,788,858
NON-CURRENT ASSETS
Goodwill
3,024,348
2,646,676
Customer relationships
1,554,690
1,392,048
Other intangible assets
97,993
83,674
Prepaid incentives - net
15,824
17,442
Equity method investment in related party
72,443
70,877
Property and equipment - net
60,396
50,209
Lease right-of-use assets
131,585
133,256
Deferred tax assets
308,862
448,289
Other non-current assets
14,788
18,589
Total non-current assets
$5,280,929
$4,861,060
TOTAL ASSETS
$9,890,039
$9,649,918
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities
$197,177
$249,200
Accrued compensation
229,821
486,322
Operating lease liabilities
22,297
22,107
Tax Receivable Agreement liabilities
24,411
-
Short-term debt and current portion of long-term debt
36,208
51,732
Fiduciary liabilities
3,888,694
3,739,727
Total current liabilities
$4,398,608
$4,549,088
NON-CURRENT LIABILITIES
Accrued compensation
57,558
49,362
Operating lease liabilities
155,735
159,231
Long-term debt
3,652,783
3,231,128
Tax Receivable Agreement liabilities
422,975
436,296
Deferred tax liabilities
38,943
39,922
Other non-current liabilities
106,124
86,606
Total non-current liabilities
$4,434,118
$4,002,545
TOTAL LIABILITIES
$8,832,726
$8,551,633
STOCKHOLDERS' EQUITY
Class A common stock ($0.001par value; 1,000,000,000shares authorized,126,032,889and 125,411,089shares issued and
outstanding at March 31, 2025and December 31, 2024, respectively)
126
125
Class B common stock ($0.001par value; 1,000,000,000shares authorized, 135,957,649and 136,456,313shares issued and
outstanding at March 31, 2025and December 31, 2024, respectively)
136
136
Class X common stock ($0.001par value; 10,000,000shares authorized, 640,784shares issued and 0outstanding at March 31,
2025and December 31, 2024)
-
-
Preferred stock ($0.001par value; 500,000,000shares authorized, 0shares issued and outstanding at March 31, 2025and
December 31, 2024)
-
-
Additional paid-in capital
458,446
506,258
Retained earnings
79,338
122,939
Accumulated other comprehensive income (loss)
4,472
(1,796)
Total stockholders' equity attributable to Ryan Specialty Holdings, Inc.
$542,518
$627,662
Non-controlling interests
514,795
470,623
Total stockholders' equity
$1,057,313
$1,098,285
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$9,890,039
$9,649,918
See accompanying Notes to the Consolidated Financial Statements (Unaudited)
4
Ryan Specialty Holdings, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
Three Months Ended March 31,
2025
2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)
$(4,389)
$40,677
Adjustments to reconcile net income (loss) to cash flows provided by operating activities:
Income from equity method investment in related party
(4,937)
(5,606)
Amortization
64,985
27,988
Depreciation
2,639
2,080
Prepaid and deferred compensation expense
10,799
918
Non-cash equity-based compensation
19,873
17,310
Amortization of deferred debt issuance costs
2,374
3,409
Amortization of interest rate cap premium
1,739
1,739
Deferred income tax expense
2,720
2,139
Deferred income tax expense from common control reorganization
48,115
-
Changes in operating assets and liabilities, net of acquisitions:
Commissions and fees receivable - net
(17,088)
(4,751)
Accrued interest liability
(11,801)
5,958
Other current and non-current assets
41,130
2,061
Other current and non-current accrued liabilities
(298,984)
(210,461)
Total cash flows used in operating activities
$(142,825)
$(116,539)
CASH FLOWS FROM INVESTING ACTIVITIES
Business combinations - net of cash acquired and cash held in a fiduciary capacity
(555,641)
-
Capital expenditures
(16,730)
(7,628)
Asset acquisitions
(664)
-
Total cash flows used in investing activities
$(573,035)
$(7,628)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on Revolving Credit Facility
574,056
-
Repayments on Revolving Credit Facility
(150,000)
-
Debt issuance costs paid
(1,548)
-
Repayment of term debt
(4,250)
-
Receipt of contingently returnable consideration
1,927
-
Payment of contingent consideration
(25,150)
-
Receipt of taxes related to net share settlement of equity awards
1,569
130
Taxes paid related to net share settlement of equity awards
(1,700)
(130)
Class A common stock dividends and Dividend Equivalents paid
(15,074)
(40,021)
Distributions and Declared Distributions paid to non-controlling LLC Unitholders
(6,796)
(5,617)
Payment of accrued return on Ryan Re preferred units
(85)
(1,883)
Net change in fiduciary liabilities
(36,109)
37,326
Total cash flows provided by (used in) financing activities
$336,840
$(10,195)
Effect of changes in foreign exchange rates on cash, cash equivalents, and cash and cash equivalents held in a
fiduciary capacity
10,081
(657)
NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A
FIDUCIARY CAPACITY
$(368,939)
$(135,019)
CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY
CAPACITY-Beginning balance
1,680,805
1,756,332
CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY
CAPACITY-Ending balance
$1,311,866
$1,621,313
Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity
Cash and cash equivalents
$203,549
$665,420
Cash and cash equivalents held in a fiduciary capacity
1,108,317
955,893
Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity
$1,311,866
$1,621,313
See accompanying Notes to the Consolidated Financial Statements (Unaudited)
5
Ryan Specialty Holdings, Inc.
Consolidated Statements of Stockholders' Equity (Unaudited)
(In thousands, except share data)
Class A
Common Stock
Class B
Common Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Non-
controlling
Interests
Total
Stockholders'
Equity
Shares
Amount
Shares
Amount
Balance at December 31, 2024
125,411,089
$125
136,456,313
$136
$506,258
$122,939
$(1,796)
$470,623
$1,098,285
Net income (loss)
-
-
-
-
-
(27,642)
-
23,253
(4,389)
Issuance of common stock
81,137
-
-
-
-
-
-
-
-
Exchange of LLC equity for common stock
540,663
1
(498,664)
-
803
-
-
(804)
-
Class A common stock dividends and Dividend Equivalents
-
-
-
-
-
(15,959)
-
-
(15,959)
Distributions and Declared Distributions to non-controlling
LLC Unitholders
-
-
-
-
-
-
-
(6,925)
(6,925)
Tax Receivable Agreement liability and deferred taxes arising
from LLC interest ownership changes
-
-
-
-
(68,593)
-
-
29,746
(38,847)
Distributions declared for non-controlling interest holders' tax
-
-
-
-
-
-
-
(8,443)
(8,443)
Change in share of equity method investment in related party
other comprehensive loss
-
-
-
-
-
-
(1,315)
(1,594)
(2,909)
Loss on interest rate cap, net
-
-
-
-
-
-
(898)
(1,107)
(2,005)
Foreign currency translation adjustments
-
-
-
-
-
-
8,481
10,151
18,632
Equity-based compensation
-
-
-
-
19,978
-
-
(105)
19,873
Balance at March 31, 2025
126,032,889
$126
135,957,649
$136
$458,446
$79,338
$4,472
$514,795
$1,057,313
Class A
Common Stock
Class B
Common Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income
Non-
controlling
Interests
Total
Stockholders'
Equity
Shares
Amount
Shares
Amount
Balance at December 31, 2023
118,593,062
$119
141,621,188
$142
$441,997
$114,420
$3,076
$419,890
$979,644
Net income
-
-
-
-
-
16,535
-
24,142
40,677
Issuance of common stock
9,449
-
-
-
-
-
-
-
-
Exchange of LLC equity for common stock
134,959
-
(134,959)
-
240
-
-
(240)
-
Class A common stock dividends and Dividend Equivalents
-
-
-
-
-
(42,418)
-
-
(42,418)
Distributions and Declared Distributions to non-controlling
LLC Unitholders
-
-
-
-
-
-
-
(5,766)
(5,766)
Tax Receivable Agreement liability and deferred taxes arising
from LLC interest ownership changes
-
-
-
-
(78)
-
-
-
(78)
Distributions declared for non-controlling interest holders' tax
-
-
-
-
-
-
-
(22,177)
(22,177)
Change in share of equity method investment in related party
other comprehensive income
-
-
-
-
-
-
1,510
2,270
3,780
Gain on interest rate cap, net
-
-
-
-
-
-
1,918
2,887
4,805
Foreign currency translation adjustments
-
-
-
-
-
-
(408)
(616)
(1,024)
Equity-based compensation
-
-
-
-
17,297
-
-
13
17,310
Balance at March 31, 2024
118,737,470
$119
141,486,229
$142
$459,456
$88,537
$6,096
$420,403
$974,753
See accompanying Notes to the Consolidated Financial Statements (Unaudited)
6
Ryan Specialty Holdings, Inc.
Notes to the Consolidated Financial Statements (Unaudited)
(Tabular amounts presented in thousands, except share and per share data)
1. Basis of Presentation
Nature of Operations
Ryan Specialty Holdings, Inc., (the "Company") is a service provider of specialty products and solutions for insurance
brokers, agents, and carriers. These services encompass distribution, underwriting, product development, administration,
and risk management by acting as a wholesale broker and a managing underwriter or a program administrator with
delegated authority from insurance carriers. The Company's offerings cover a wide variety of sectors including
commercial, industrial, institutional, governmental, and personal through oneoperating segment, Ryan Specialty. With the
exception of the Company's equity method investment, the Company does not take on any underwriting risk.
The Company is headquartered in Chicago, Illinois, and has operations in the United States, the United Kingdom, Europe,
Canada, India, and Singapore. The Company's Class A common stock is traded on the New York Stock Exchange under
the ticker symbol "RYAN".
Organization
Ryan Specialty Holdings, Inc., was formed as a Delaware corporation on March 5, 2021, for the purpose of completing an
IPO and to carry on the business of the LLC. New Ryan Specialty, LLC, or New LLC, was formed as a Delaware limited
liability company on April 20, 2021, for the purpose of becoming, subsequent to our IPO, an intermediate holding
company between Ryan Specialty Holdings, Inc., and the LLC. The Company is the sole managing member of New LLC.
New LLC is a holding company with its sole material asset being a controlling equity interest in the LLC. The Company
operates and controls the business and affairs of the LLC through New LLC and, through the LLC, conducts its business.
Accordingly, the Company consolidates the financial results of New LLC, and therefore the LLC, and reports the non-
controlling interests of New LLC's Common Units on its consolidated financial statements. As the LLC is substantively
the same as New LLC, for the purpose of this document, we will refer to both New LLC and the LLC as the "LLC".As of
March 31, 2025, the Company owned 48.1%of the outstanding LLC Common Units.
Basis of Presentation
The accompanying unaudited consolidated interim financial statements and notes thereto have been prepared in accordance
with U.S. GAAP. Certain information and disclosures normally included in the financial statements prepared in accordance
with U.S. GAAP have been omitted pursuant to the rules and regulations of the SEC for interim financial information.
These consolidated interim financial statements should be read in conjunction with the audited consolidated financial
statements and notes thereto included in the Company's Annual Report on Form 10-K filed with the SEC on February 21,
2025. Interim results are not necessarily indicative of results for the full fiscal year due to seasonality and other factors.
In the opinion of management, the unaudited consolidated interim financial statements include all normal recurring
adjustments necessary to present fairly the Company's consolidated financial position, results of operations, and cash flows
for all periods presented.
Principles of Consolidation
The unaudited consolidated interim financial statements include the accounts of the Company and its subsidiaries that it
controls due to ownership of a majority voting interest or pursuant to variable interest entity ("VIE") accounting. All
intercompany transactions and balances have been eliminated in consolidation.
The Company, through its intermediate holding company New LLC, owns a minority economic interest in, and operates
and controls the businesses and affairs of, the LLC. The LLC is a VIE of the Company and the Company is the primary
beneficiary of the LLC as the Company has both the power to direct the activities that most significantly impact the LLC's
economic performance and has the obligation to absorb losses of, and receive benefits from, the LLC, which could be
significant to the Company. Accordingly, the Company has prepared these consolidated financial statements in accordance
with Accounting Standards Codification 810, Consolidation("ASC 810"). ASC 810 requires that if an entity is the primary
beneficiary of a VIE, the assets, liabilities, and results of operations of the VIE should be included in the consolidated
financial statements of such entity. The Company's relationship with the LLC results in no recourse to the general credit of
the Company and the Company has no contractual requirement to provide financial support to the LLC. The Company
shares in the income and losses of the LLC in direct proportion to the Company's ownership percentage.
7
Use of Estimates
The preparation of the unaudited consolidated interim financial statements and notes thereto requires management to make
estimates, judgments, and assumptions that affect the amounts reported in the unaudited consolidated interim financial
statements and in the notes thereto. Such estimates and assumptions could change in the future as circumstances change or
more information becomes available, which could affect the amounts reported and disclosed herein.
Significant Accounting Policies
There have been no material changes in the Company's significant accounting policies from those that were disclosed for
the year ended December 31, 2024, in the Company's Annual Report on Form 10-K filed with the SEC on February 21,
2025.
Recently Issued Accounting Pronouncements
Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740) - Improvements to Income Tax Disclosures,
which includes amendments that further enhance income tax disclosures, primarily through standardization and
disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. This ASU is effective for annual
periods beginning after December 15, 2024, with early adoption permitted. The amendments in this ASU should be applied
on a prospective basis, however, retrospective application is permitted. The Company is currently evaluating the impact of
adopting this ASU on its income tax disclosures.
In November 2024, the FASB issued ASU 2024-03Income Statement - Reporting Comprehensive Income - Expense
Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses, which requires the
disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial
statements. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal
years beginning after December 15, 2027, withearly adoption permitted. The amendments in this ASU may be applied
either prospectively or retrospectively. The Company is currently evaluating the impact of adopting this ASU on its
disclosures.
2. Revenue from Contracts with Customers
Disaggregation of Revenue
The following table summarizes revenue from contracts with customers by Specialty:
Three Months Ended March 31,
2025
2024
Wholesale Brokerage
$360,788
$323,445
Binding Authority
101,950
88,635
Underwriting Management
213,390
125,807
Total Net commissions and fees
$676,128
$537,887
Contract Balances
Contract assets, which arise primarily from the Company's supplemental and contingent commission arrangements and
medical stop loss business, are included within Commissions and fees receivable - net on the Consolidated Balance Sheets.
The contract assets balance was $35.5 millionand $35.6 millionas of March 31, 2025and December 31, 2024,
respectively. For contract assets, payment is typically due within one year of the completed performance obligation. The
contract liability balance related to deferred revenue, which is included in Accounts payable and accrued liabilities on the
Consolidated Balance Sheets, was $8.2 millionand $8.7 millionas of March 31, 2025and December 31, 2024,
respectively. During the threemonths ended March 31, 2025, $3.8 millionof the contract liabilities outstanding as of
December 31, 2024, were recognized in revenue.
8
3. Mergers and Acquisitions
2025 Acquisitions
On February 3, 2025, the Company completed the acquisition of Velocity Risk Underwriters, LLC ("Velocity"), an MGU
specializing in first-party insurance coverage for catastrophe exposed properties, headquartered in Nashville, Tennessee,
for cash consideration of $548.6 millionand contingent consideration of $21.1 million.
The $21.1 millionof contingent consideration established for the Velocity acquisition was measured at the estimated
acquisition date fair value and was a non-cash investing transaction. The contingent consideration is based on specified
EBITDA targets over the next two fiscal years.
The following table summarizes the estimated fair value of the aggregate assets and liabilities acquired during the three
months ended March 31, 2025:
Velocity
Cash and cash equivalents
$17,736
Commissions and fees receivable - net
23,650
Fiduciary cash and receivables
105,779
Goodwill
365,392
Customer relationships1
216,400
Other intangible assets
12,000
Lease right-of-use assets
3,757
Other current and non-current assets
4,310
Total assets acquired
$749,024
Accounts payable and accrued liabilities
5,042
Accrued compensation
7,457
Fiduciary liabilities
105,779
Operating lease liabilities
3,757
Deferred tax liabilities
57,298
Total liabilities assumed
$179,333
Net assets acquired
$569,691
1 The acquired customer relationships have a weighted average amortization period of 13.3 years.
The Company recognized acquisition-related expenses, which include advisory, legal, accounting, valuation, and other
costs related to diligence, for Velocity of $3.9 millionduring the threemonths ended March 31, 2025, in General and
administrative expense on the Consolidated Statements of Income (Loss).
2024Acquisitions
On May 1, 2024, the Company completed the acquisition of Castel Underwriting Agencies Limited ("Castel"), a managing
general underwriting platform headquartered in London, England, for cash consideration of $247.6 million, $2.2 millionof
RYAN Class A common stock, and contingently returnable consideration of $4.9 million. Measurement period adjustments
related to deferred tax liabilities of $1.6 million, taxes payable of $0.9 million, and working capital of $0.5 millionwere
recognized as a net $2.0 milliondecrease in Goodwill on the Consolidated Balance Sheets as of December 31, 2024.
On August 30, 2024, the Company completed the acquisition of US Assure Insurance Services of Florida, Inc. ("US
Assure"), a program specializing in builder's risk insurance headquartered in Jacksonville, Florida, for cash consideration
of $1,079.8 millionand contingent consideration of $103.8 million. A measurement period adjustment related to working
capital of $5.2 millionwas recognized as an increase in Goodwill on the Consolidated Balance Sheets as of December 31,
2024.
On September 1, 2024, the Company completed the acquisition of certain assets of Greenhill Underwriting Insurance
Services, LLC,an MGU focused on the allied health industry headquartered in Houston, Texas, for cash consideration of
$11.7 million. Measurement period adjustments related to working capital of $0.4 millionand the initial
valuation of customer relationships of $0.1 millionwere recognized as a net $0.3 millionincrease in Goodwill on the
Consolidated Balance Sheets as of December 31, 2024.
9
On September 13, 2024, the Company completed the acquisition of the Property and Casualty ("P&C") MGUs owned by
Ethos Specialty Insurance, LLC ("Ethos P&C") for cash consideration of $44.0 million. Ethos P&C is composed of eight
programs which underwrite on behalf of insurance carriers.
On October 1, 2024, the Company completed the acquisition of certain assets of EverSports & Entertainment Insurance,
Inc., an MGU focused on sports, leisure, and entertainment headquartered in Carmel, Indiana, for $43.1 millionof cash
consideration. Total consideration for this acquisition also includes contingent consideration, however, the contingent
consideration value was de minimis as of the acquisition date.
On November 4, 2024, the Company completed the acquisition of Innovisk Capital Partners ("Innovisk"), which is
composed of sevenspecialty MGUs headquartered in London, England, for cash consideration of $426.8 million.
Estimatesand assumptions used in the acquisition valuations are subject to change within the measurement period up to
one year from each acquisition date.
Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information presents the combined results of operations of the Company as if
the 2025and 2024acquisitions occurred on January 1, 2024. The unaudited pro forma financial information is presented
for informational purposes only and is not indicative of the results of operations that would have been achieved if the
acquisitions had taken place on the date indicated or of results that may occur in the future.
Three Months Ended March 31,
2025
2024
Total revenue
$696,242
$619,505
Net income (loss)
42,215
(89,576)
The adjustments to the unaudited pro forma financial information primarily include (i) a decrease of $48.1 millionof
income tax expense related to the Common Control Reorganization ("CCR") resulting from the Velocity acquisition for the
three months ended March 31, 2025, with an increase of $59.6 millionin such income tax expense for the three months
ended March 31, 2024, related to the CCRs resulting from the Velocity and Innovisk acquisitions,(ii) an increase in
financing costs and interest expense resulting from the debt activity related to the US Assure and Innovisk acquisitions of
$48.4 millionfor the three months ended March 31, 2024, (iii) incremental amortization expense on acquired intangible
assets of $34.0 millionfor the three months ended March 31, 2024, (iv) a decrease in transaction costs of $5.3 millionfor
the threemonths ended March 31, 2025, and an increase in such costs of $10.7 millionfor the threemonths ended
March 31, 2024, and (v) a reduction in tax expenses related to the pro forma adjustments of $12.8 millionfor the three
months ended March 31, 2024.
Contingent Consideration
Total consideration for certain acquisitions includes contingent consideration or contingently returnable consideration,
which is generally based on the EBITDA or revenue of the acquired business following a defined period after purchase.
Further information regarding fair value measurements of contingent consideration and contingently returnable
consideration is detailed in Note 12, Fair Value Measurements. The Company recognizes income or loss for the changes in
fair value of estimated contingent consideration and contingently returnable consideration within Change in contingent
consideration, and recognizes accretion of the discount on these assets or liabilities within Interest expense, net, on the
Consolidated Statements of Income (Loss).The table below summarizes the amounts recognized:
Three Months Ended March 31,
2025
2024
Change in contingent consideration
$(14,042)
$(65)
Interest expense, net
2,332
936
Total
$(11,710)
$871
As of March 31, 2025, the aggregate amount of maximum consideration related to acquisitions was $532.5 millionof
contingent consideration and $12.9 millionof contingently returnable consideration.
10
4. Receivables and Other Current Assets
Receivables
The Company had receivables of $432.5 millionand $389.8 millionoutstanding as of March 31, 2025and December 31,
2024, respectively, which were recognized within Commissions and fees receivable - net on the Consolidated Balance
Sheets. Commission and fees receivable is net of an allowance for credit losses. The Company's allowance for credit losses
is based on a combination of factors, including evaluation of historical write-offs, current economic conditions, aging of
balances, and other qualitative and quantitative analyses.
The following table provides a summary of changes in the Company's allowance for expected credit losses:
Three Months Ended March 31,
2025
2024
Beginning of period
$3,018
$2,458
Write-offs
(1,135)
(787)
Increase in provision
1,511
390
End of period
$3,394
$2,061
Other Current Assets
Major classes of other current assets consisted of the following:
March 31, 2025
December 31, 2024
Prepaid expenses
$39,082
$51,701
Insurance recoverable
1,475
20,155
Interest rate cap
9,879
13,936
Other current receivables
24,707
24,159
Total Other current assets
$75,143
$109,951
Other current receivables contain service receivables from Geneva Re, Ltd. See Note 14, Related Parties, for further
information regarding related parties. See Note 13, Commitments and Contingencies, for further information on the
insurance recoverable. See Note 10, Derivatives, for further information on the interest rate cap.
11
5. Leases
The Company has operating leases with various terms through September 2038, primarily for office space and office
equipment. The following table provides additional information about the Company's leases:
Three Months Ended March 31,
2025
2024
Lease costs
Operating lease costs
$8,305
$7,878
Short-term lease costs
Operating lease costs
506
245
Sublease income
(108)
(148)
Lease costs - net
$8,703
$7,975
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases
$9,689
$8,031
Non-cash related activities
Right-of-use assets obtained in exchange for new operating lease liabilities
4,135
4,007
Amortization of right-of-use assets for operating lease activity
5,903
5,708
Weighted average discount rate (percent)
Operating leases
5.4 %
5.2 %
Weighted average remaining lease term (years)
Operating leases
7.4
8.0
12
6. Debt
Substantially all of the Company's debt is carried at outstanding principal balance, less debt issuance costs and any
unamortized discount. The following table is a summary of the Company's outstanding debt:
March 31, 2025
December 31, 2024
Term debt
7-year term loan facility, periodic interest and quarterly principal
payments, Adjusted Term SOFR + 2.25%as of March 31, 2025and
December 31, 2024, matures September 13, 2031
$1,669,315
$1,672,532
Senior secured notes
8-year senior secured notes, semi-annual interest payments, 4.38%,
mature February 1, 2030
397,547
401,676
8-year senior secured notes, semi-annual interest payments, 5.88%,
mature August 1, 2032
1,190,525
1,198,183
Revolving debt
5-year revolving loan facility, periodic interest payments, Adjusted Term
SOFR + up to 2.50%as of March 31, 2025and December 31, 2024, plus
commitment fees of 0.25%-0.50%, matures July 30, 2029
425,979
1,207
Premium financing notes
Commercial notes, periodic interest and principal payments, 6.25%,
expire May 1, 2025
674
2,673
Commercial notes, periodic interest and principal payments, 6.25%,
expire June 1, 2025
221
548
Commercial notes, periodic interest and principal payments, 6.25%,
expire June 21, 2025
1,331
2,642
Units subject to mandatory redemption
3,399
3,399
Total debt
$3,688,991
$3,282,860
Less: Short-term debt and current portion of long-term debt
(36,208)
(51,732)
Long-term debt
$3,652,783
$3,231,128
Term Loan
In September 2024, the Term Loan principal increased from $1,650.0 millionto $1,700.0 million. As of March 31, 2025,
$1,695.8 millionof the principal was outstanding, $0.3 millionof interest was accrued, and the related unamortized
deferred issuance costs were $26.7 million. As of December 31, 2024, $1,700.0 millionof the principal was outstanding,
$0.3 millionof interest was accrued, and the related unamortized deferred issuance costs were $27.8 million.
Revolving Credit Facility
The Revolving Credit Facility had a borrowing capacity of $1,400.0 millionas of March 31, 2025and December 31, 2024.
Due to the nature of the instrument, the deferred issuance costs related to the facility of $9.1 millionand $9.6 millionas of
March 31, 2025and December 31, 2024, respectively, were included in Other non-current assets on the Consolidated
Balance Sheets. The commitments available to be borrowed under the Revolving Credit Facility were $975.6 millionas of
March 31, 2025, as the facility was drawn on by $424.1 millionand was further reduced by $0.3 millionof undrawn letters
of credit. The commitments available to be borrowed under the Revolving Credit Facility were $1,399.7 millionas of
December 31, 2024, as the facility was reduced by $0.3 millionof undrawn letters of credit.
The Company pays a commitment fee on undrawn amounts under the facility of 0.25%- 0.50%. As of March 31, 2025and
December 31, 2024, the Company accrued $0.9 millionand $1.2 million, respectively, of unpaid commitment fees related
to the Revolving Credit Facility in Short-term debt and current portion of long-term debt on the Consolidated Balance
Sheets. As of March 31, 2025, accrued interest on the facility was $1.0 million.
Senior Secured Notes due 2030
In February 2022, the LLC issued $400.0 millionof Senior Secured Notes. As of March 31, 2025and December 31, 2024,
accrued interest on the notes was $2.9 millionand $7.3 million, respectively, and the related unamortized deferred issuance
costs were $5.4 millionand $5.6 million, respectively.
13
Senior Secured Notes due 2032
In September 2024, the LLC issued $600.0 millionof Senior Secured Notes at par. In December 2024, the LLC issued an
additional $600.0 millionaggregate principal amount of Senior Secured Notes at a price of 99.5%of their face value plus
accrued interest from September 19, 2024. The notes issued in December 2024 were issued as additional notes under the
same indenture as the notes that were issued in September 2024 and, as such, form a single series and trade interchangeably
with the previously issued senior secured notes due 2032. As of March 31, 2025and December 31, 2024, accrued interest
on the notes was $11.8 millionand $20.0 million, respectively, and the related unamortized deferred issuance costs,
including discount, were $21.2 millionand $21.8 million, respectively.
Subsidiary Units Subject to Mandatory Redemption
Ryan Re Underwriting Managers, LLC ("Ryan Re") has the obligation to settle its outstanding preferredunits in the
amount of the aggregate unreturned capital and unpaid dividends on June 13, 2034, 15 yearsfrom original issuance. As
these units are mandatorily redeemable, they are classified as Long-term debt on the Consolidated Balance Sheets. The
historical cost of the units is $3.3 million, which was valued using an implicit rate of 9.8%. Accretion of the discount using
the implicit rate is recognized within Interest expense, net on the Consolidated Statements of Income (Loss). Interest
accrued on these unitswas $0.1 millionas of March 31, 2025and December 31, 2024. $0.1 millionof accrued return on
the Ryan Re preferred units was paid during the threemonths ended March 31, 2025. See Note 14, Related Parties, for
further information on Ryan Re.
7. Stockholders' Equity
Ryan Specialty's amended and restated certificate of incorporation authorizes the issuance of up to 1,000,000,000shares of
Class A common stock, 1,000,000,000shares of Class B common stock, 10,000,000shares of Class X common stock, and
500,000,000shares of preferred stock, each having a par value of $0.001per share.
The New LLC Operating Agreement requires that the Company and the LLC at all times maintain a one-to-one ratio
between the number of shares of Class A common stock issued by the Company and the number of LLC Common Units
owned by the Company, except as otherwise determined by the Company.
Class A and Class B Common Stock
Each share of Class A common stock is entitled to onevote per share. Each share of Class B common stock is initially
entitled to 10votes per share but, upon the occurrence of certain events as set forth in the Company's amended and restated
certificate of incorporation, will be entitled to onevote per share in the future.All holders of Class A common stock and
Class B common stock vote together as a single class except as otherwise required by applicable law or our amended and
restated certificate of incorporation. Holders of Class B common stock do not have any right to receive dividends or
distributions upon the liquidation or winding up of the Company.
In accordance with the New LLC Operating Agreement, the LLC Unitholders are entitled to exchange LLC Common Units
for shares of Class A common stock,or, at the Company's election, for cash from a substantially concurrent public offering
or private sale (based on the price of our Class A common stock in such public offering or private sale).The LLC
Unitholders are also required to deliver to the Company an equivalent number of shares of Class B common stock to
effectuate such an exchange. Any shares of Class B common stock so delivered will be canceled. Shares of Class B
common stock are not issued for Class C Incentive Units that are exchanged for LLC Common Units as these LLC
Common Units are immediately exchanged for Class A common stock as discussed in Note 8, Equity-Based
Compensation.
Class X Common Stock
There were noshares of Class X common stock outstanding as of March 31, 2025or December 31, 2024. Shares of Class
X common stock have no economic, voting, or dividend rights.
Preferred Stock
There were noshares of preferred stock outstanding as of March 31, 2025or December 31, 2024. Under the terms of the
amended and restated certificate of incorporation, the Board is authorized to direct the Company to issue shares of
preferred stock in one or more series without stockholder approval. The Board has the discretion to determine the rights,
preferences, privileges, and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges,
and liquidation preferences, of each series of preferred stock.
14
Dividends
During the three months ended March 31, 2025, the Company's Board of Directors declared a regular quarterly cash
dividend of $0.12per share on the Company's outstanding Class A common stock. During the threemonths ended
March 31, 2025, $15.1 millionof dividends were paid on Class A common stock.
Non-controlling Interests
The Company is the sole managing member of the LLC. As a result, the Company consolidates the LLC in its consolidated
financial statements, resulting in non-controlling interests related to the LLC Common Units not held by the Company. As
of March 31, 2025and December 31, 2024, the Company owned 48.1%and 47.9%, respectively, of the economic interests
in the LLC, while the non-controlling interest holders owned the remaining 51.9%and 52.1%, respectively, of the
economic interests in the LLC.
Weighted average ownership percentages for the applicable reporting periods are used to attribute net income (loss) and
other comprehensive income (loss) to the Company and the non-controlling interest holders. The non-controlling interest
holders' weighted average ownership percentage was 51.4%and 54.9%for the three months ended March 31, 2025and
2024, respectively.
During the three months ended March 31, 2025, the Company declared a regular quarterly cash distribution of $0.05per
unit on the LLC's outstanding LLC Common Units. During the threemonths ended March 31, 2025, $6.8 millionin
distributions werepaid to the non-controlling interest holders of the LLC Common Units.
8. Equity-Based Compensation
The Ryan Specialty Holdings, Inc., 2021 Omnibus Incentive Plan (the "Omnibus Plan") governs, among other things, the
types of awards the Company can grant to employees as equity-based compensation awards. The Omnibus Plan provides
for potential grants of the following awards: (i) stock options, (ii) stock appreciation rights, (iii) restricted stock awards,
(iv) performance awards, (v) other stock-based awards, (vi) other cash-based awards, and (vii) analogous equity awards
made in equity of the LLC.
IPO-Related Awards
As a result of the Organizational Transactions, pre-IPO holders of LLC Units that were granted as incentive awards, which
had historically been classified as equity and vested pro rata over five years, were required to exchange their LLC Units for
either Restricted Stock or Restricted Common Units. Additionally, Reload Options or Reload Class C Incentive Units were
issued to employees in order to protect against the dilution of their existing awards upon exchange to the new awards.
Separately, certain employees were granted one or more of the following new awards: (i) Restricted Stock Units ("RSUs"),
(ii) Staking Options, (iii) Restricted LLC Units ("RLUs"), or (iv) Staking Class C Incentive Units. The terms of these
awards are described below. All awards granted as part of the Organizational Transactions and the IPO are subject to non-
linear transfer restrictions for at least the five-yearperiod following the IPO.
Incentive Awards
As part of the Company's annual compensation process, the Company issues certain employees and directors equity-based
compensation awards ("Incentive Awards"). Additionally, the Company offers Incentive Awards to certain new hires.
These Incentive Awards typically take the form of (i) RSUs, (ii) RLUs, (iii) Class C Incentive Units, (iv) Stock Options,
(v) Performance Stock Units ("PSUs"), and (vi) Performance LLC Units ("PLUs"). The terms of these awards are
described below.
15
Restricted Stock and Restricted Common Units
As part of the Organizational Transactions, certain existing employee unitholders were granted Restricted Stock or
Restricted Common Units in exchange for their LLC Units. The Restricted Stock and Restricted Common Units follow the
vesting schedule of the LLC Units for which they were exchanged. LLC Units historically vested pro rata over 5 years.
Three Months Ended March 31, 2025
Restricted Stock
Weighted Average
Grant Date
Fair Value
Restricted
Common Units
Weighted Average
Grant Date
Fair Value
Unvested at beginning of period
413,820
$21.15
135,991
$23.84
Granted
-
-
-
-
Vested
-
-
-
-
Forfeited
-
-
-
-
Unvested at end of period
413,820
$21.15
135,991
$23.84
Restricted Stock Units (RSUs)
IPO RSUs
Related to the IPO, the Company granted RSUs to certain employees. The IPO RSUs vest either pro rata over 5 yearsfrom
the grant date or over 10 yearsfrom the grant date, with 10%vesting in each of years 3through 9and 30%vesting in year
10.
Incentive RSUs
Incentive RSUsvest either 100% 3or 5 yearsfrom the grant date, pro rata over 3or 5 yearsfrom the grant date, over 5
yearsfrom the grant date, with one-third of the grant vesting in each of years 3, 4and 5, orover 7 yearsfrom the grant
date, with 20%vesting in each of years 3through 7.
Upon vesting, RSUs automatically convert on a one-for-one basis into Class A common stock.
Three Months Ended March 31, 2025
IPO RSUs
Incentive RSUs
Restricted
Stock Units
Weighted Average
Grant Date
Fair Value
Restricted
Stock Units
Weighted Average
Grant Date
Fair Value
Unvested at beginning of period
2,699,966
$23.14
2,374,687
$43.33
Granted
-
-
444,725
69.47
Vested
(15,993)
23.11
(18,825)
37.20
Forfeited
(8,572)
23.34
(8,889)
56.24
Unvested at end of period
2,675,401
$23.14
2,791,698
$47.49
Stock Options
Reload and Staking Options
As part of the Organizational Transactions and IPO, certain employees were granted Reload Options or Staking Options
that entitle the award holder to future purchases of Class A common stock, on a one-for-one basis, at the IPO price of
$23.50. The Reload Options either vested 100% 3 yearsfrom the grant date or vest over 5 yearsfrom the grant date, with
one-third of the grant vesting in each of years 3, 4and 5. In general, vested Reload Options are exercisable up to the tenth
anniversary of the grant date. The Staking Options vest over 10 yearsfrom the grant date, with 10%vesting in each of
years 3through 9and 30%vesting in year 10.In general, vested Staking Options are exercisable up to the eleventh
anniversary of the grant date.
Incentive Options
Incentive Options entitle the award holder to future purchases of Class A common stock, on a one-for-one basis, at the
respective exercise prices. The Incentive Options vest either over 5 yearsfrom the grant date, with one-third of the grant
16
vesting in each of years 3, 4and 5or pro rata over 7 yearsfrom the grant date. In general, vested Incentive Options are
exercisable up to the tenth anniversary of the grant date.
Three Months Ended March 31, 2025
Reload
Options1
Staking
Options1
Incentive
Options
Incentive Options
Weighted Average
Exercise Price
Outstanding at beginning of period
3,870,764
66,667
281,652
$43.97
Granted
-
-
-
-
Exercised
(71,135)
-
-
-
Forfeited
-
-
-
-
Outstanding at end of period
3,799,629
66,667
281,652
$43.97
1As the Reload and Staking Options were one-time grants at the IPO, the weighted average exercise price for any
movements in these awards will perpetually be $23.50. As such, the values are not presented in the table above.
As of March 31, 2025, there were 6,666and 1,486,150exercisable Staking and Reload Options, respectively, and no
exercisable Incentive Options. The aggregate intrinsic values and weighted average remaining contractual terms of Stock
Options outstanding and exercisable as of March 31, 2025, were as follows:
Aggregate intrinsic value ($ in thousands):
Reload Options outstanding
$191,387
Reload Options exercisable
74,857
Staking Options outstanding
3,358
Staking Options exercisable
336
Incentive Options outstanding
8,421
Incentive Options exercisable
-
Weighted-average remaining contractual term (in years):
Reload Options outstanding
6.1
Reload Options exercisable
6.0
Staking Options outstanding
7.3
Staking Options exercisable
7.3
Incentive Options outstanding
8.0
Incentive Options exercisable
-
Restricted LLC Units (RLUs)
IPO RLUs
Related to the IPO, the Company granted RLUs to certain employees that vest either pro rata over 5 yearsfrom the grant
date or over 10 yearsfrom the grant date, with 10%vesting in each of years 3through 9and 30%vesting in year 10.
Incentive RLUs
Incentive RLUs vest either 100% 3 yearsfrom the grant date, pro rata over 3or 5 yearsfrom the grant date, or over 7 years
from the grant date, with 20%vesting in each of years 3through 7.
17
Upon vesting, RLUs convert on a one-for-one basis into either LLC Common Units or Class A common stock at the
election of the Company.
Three Months Ended March 31, 2025
IPO RLUs
Incentive RLUs
Restricted
LLC Units
Weighted Average
Grant Date
Fair Value
Restricted
LLC Units
Weighted Average
Grant Date
Fair Value
Unvested at beginning of period
1,293,538
$25.10
686,712
$44.30
Granted
-
-
-
-
Vested
-
-
-
-
Forfeited
-
-
-
-
Unvested at end of period
1,293,538
$25.10
686,712
$44.30
Class C Incentive Units
Reload and Staking Class C Incentive Units
As part of the Organizational Transactions and IPO, certain employees were granted Reload Class C Incentive Units or
Staking Class C Incentive Units, which are profits interests. When the value of Class A common stock exceeds the
participation threshold, vested profits interests may be exchanged for LLC Common Units of equal value. On exchange,
the LLC Common Units are immediately redeemed on a one-for-one basis for Class A common stock. The Reload Class C
Incentive Units either vested 100% 3 yearsfrom the grant date or vest over 5 yearsfrom the grant date, with one-third of
the grant vesting in each of years 3, 4and 5. The Staking Class C Incentive Units vest either pro rata over 5 yearsfrom the
grant date or over 10 yearsfrom the grant date, with 10%vesting in each of years 3through 9and 30%vesting in year 10.
Class C Incentive Units
Class C Incentive Units are profits interests. When the value of Class A common stock exceeds the participation threshold,
vested profits interests may be exchanged for LLC Common Units of equal value. On exchange, the LLC Common Units
are immediately redeemed on a one-for-onebasis for Class A common stock. The Class C Incentive Units vest over 8 years
from the grant date, with 15%vesting in each of years 3through 7and 25%vesting in year 8, or over 7 yearsfrom the
grant date, with 20%vesting in each of years 3through 7.
Three Months Ended March 31, 2025
Reload Class C
Incentive Units
Staking Class C
Incentive Units
Class C
Incentive Units
Class C Incentive
Units Weighted
Average
Participation
Threshold
Unvested at beginning of period
952,595
1,605,003
495,822
$36.80
Granted
-
-
-
-
Vested
-
-
-
-
Forfeited
-
-
-
-
Unvested at end of period
952,595
1,605,003
495,822
$36.75
As the Reload and Staking Class C Incentive Units were one-time grants at the IPO, the weighted average participation
threshold for these awards will be consistent across any type of movement. The weighted average participation threshold
for Reload and Staking Class C Incentive Units was $23.29and $23.34as of March 31, 2025and December 31, 2024,
respectively. The decrease in the participation thresholds for the various types of Class C Incentive Units was due to the
distributions declared with respect to these awardsduring the threemonths ended March 31, 2025.
Performance Based Awards
Performance Stock Units (PSUs) and Performance LLC Units (PLUs)
Performance-based equity awards, PSUs and PLUs, are subject to the achievement of several defined performance and
market metrics. All performance awards are subject to a total shareholder return ("TSR") compound annual growth rate
("CAGR") target and one or more of the following metrics: (i) an Adjusted EBITDAC margin target, (ii) an Organic
18
revenue CAGR target, or (iii) an individual revenue target. The TSR CAGR is calculated from the base price, as outlined in
the respective grant agreements, to the volume weighted average price ("VWAP") of Class A common stock for the period
specified by the grant agreement plus dividends paid to Class A common shareholders. A minimum threshold for the TSR
CAGR, as well as the targets for the other metrics, as applicable, must all be met in order for the awards to vest.
In general, the PSUs and PLUs vest 5 years from the grant date. PSUs represent the right to receive Class A common
shares and PLUs represent the right to receive LLC Common Units upon vesting. If the minimum threshold of the TSR
CAGR is achieved, and the other required targets are achieved, the TSR CAGR target and, if applicable, the individual
revenue target, will determine how many Class A common shares or LLC Common Units, as applicable, the awards vest
into. Assuming the minimum thresholds are met, the awards will vest into between 75%and 150%of the applicable target
stock or units, which will be calculated on a graduated basis. Confirmation of the targets will not occur until after earnings
are reported for the final fiscal year in the award's performance period. The probability of achieving the performance
metrics is assessed each reporting period for expense purposes.
Three Months Ended March 31, 2025
PSUs
PLUs
Performance
Stock Units
Weighted Average
Grant Date
Fair Value
Performance
LLC Units
Weighted Average
Grant Date
Fair Value
Unvested at beginning of period
366,996
$27.99
487,218
$24.40
Granted
1,291,255
27.53
-
-
Vested
-
-
-
-
Forfeited
-
-
-
-
Unvested at end of period
1,658,251
$27.63
487,218
$24.40
The fair value of the performance-based awards granted during the threemonths ended March 31, 2025, was determined
using the Monte Carlo simulation valuation model with the following assumptions:
Volatility
23.6%
Time to maturity (years)
4.8
Risk-free rate
4.0%
RYAN stock price at valuation date
$69.47
The use of a valuation model for the PSUs requires management to make certain assumptions with respect to selected
model inputs. Expected volatility was calculated based on the observed volatility for comparable companies. The time to
maturity was based on the stock price CAGR target through the end of the performance period. The risk-free interest rate
was based on U.S. Treasury rates commensurate with the performance period. The RYAN stock price at the valuation date
is the base for the stock price CAGR target.
Non-Employee Director Stock Grants
The Company grants RSUs to non-employee directors serving as members of the Company's Board of Directors ("Director
Stock Grants"), with the exception of the onedirector who has agreed to forgo any compensation fortheirservice to the
Board. The Director Stock Grants are fully vested upon grant. The next grant is anticipated to occur in the second quarter
of 2025 concurrent with the annual shareholders' meeting.
Dividend Equivalents and Declared Distributions
A majority of the Company's unvested equity-based compensation awards, with the exception of Options and Class C
Incentive Units, are entitled to accrue dividend equivalents if the award vests into Class A common stock ("Dividend
Equivalents") or declared distributions if the award vests into LLC Common Units ("Declared Distributions") over the
period the underlying award vests. The Dividend Equivalents and Declared Distributions will be paid in cash to award
holders at the time the underlying award vests. If an award holder forfeits their underlying award, the accrued Dividend
Equivalents or Declared Distributions will also be forfeit. Class C Incentive Units do not accrue cash distributions but
instead have their participation thresholds lowered by each Declared Distribution. Options do not participate in dividends.
As of March 31, 2025, theCompany accrued $1.1 millionand $0.1 millionrelated to Dividend Equivalents and Declared
Distributions, respectively, in Accounts payable and accrued liabilities, and $3.6 millionand $0.5 millionrelated to
Dividend Equivalents and Declared Distributions, respectively, in Other non-current liabilities on the Consolidated Balance
19
Sheets. As of December 31, 2024, the Company accrued $0.9 millionand $0.1 millionrelated to Dividend Equivalents and
Declared Distributions, respectively, in Accounts payable and accrued liabilities, and $2.9 millionand $0.4 millionrelated
to Dividend Equivalents and Declared Distributions, respectively, in Other non-current liabilities on the Consolidated
Balance Sheets.
Equity-Based Compensation Expense
As of March 31, 2025, the unrecognized equity-based compensation expense related to each type of equity-based
compensation award described above and the related weighted-average remaining expense period were as follows:
Amount
Weighted Average
Remaining Expense
Period (Years)
Restricted Stock
$568
0.2
IPO RSUs
24,582
3.1
Incentive RSUs
78,160
2.8
Reload Options
713
0.5
Staking Options
146
0.2
Incentive Options
1,416
1.2
PSUs
42,651
5.0
Restricted Common Units
297
0.1
IPO RLUs
15,598
4.4
Incentive RLUs
17,265
1.7
Reload Class C Incentive Units
467
0.7
Staking Class C Incentive Units
8,290
3.9
Class C Incentive Units
4,852
3.4
PLUs
9,224
3.8
Total unrecognized equity-based compensation expense
$204,229
20
The following table includes the equity-based compensation the Company recognized by award type from the view of
expense related to pre-IPO and post-IPO awards. The table also presents the unrecognized equity-based compensation
expense as of March 31, 2025, in the same view.
Recognized
Unrecognized
Three Months Ended March 31,
As of
March 31, 2025
2025
2024
IPO awards
IPO RSUs and Staking Options
$2,666
$3,013
$24,728
IPO RLUs and Staking Class C Incentive Units
1,964
2,548
23,888
Incremental Restricted Stock and Reload Options
402
954
997
Incremental Restricted Common Units and Reload Class C
Incentive Units
271
1,279
675
Pre-IPO incentive awards
Restricted Stock
164
427
284
Restricted Common Units
48
208
89
Post-IPO incentive awards
Incentive RSUs
8,834
5,983
78,160
Incentive RLUs
2,013
1,578
17,265
Incentive Options
813
201
1,416
Class C Incentive Units
509
515
4,852
PSUs
1,083
125
42,651
PLUs
606
198
9,224
Other expense
Director Stock Grants
500
281
-
Total equity-based compensation expense
$19,873
$17,310
$204,229
21
9. Earnings (Loss) Per Share
Basic earnings (loss) per share is computed by dividing net income (loss) attributable to Ryan Specialty Holdings, Inc., by
the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings (loss) per
share is computed giving effect to potentially dilutive shares, including LLC equity awards and the non-controlling
interests' LLC Common Units that are exchangeable into Class A common stock. As shares of Class B common stock do
not share in earnings and are not participating securities, they are not included in the Company's calculation. A
reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings (loss) per share of
Class A common stock is as follows:
Three Months Ended March 31,
2025
2024
Net income (loss)
$(4,389)
$40,677
Less: Net income attributable to non-controlling interests
23,253
24,142
Net income (loss) attributable to Ryan Specialty Holdings, Inc.
$(27,642)
$16,535
Numerator:
Net income (loss) attributable to Class A common shareholders
$(27,642)
$16,535
Less: Income attributed to substantively vested RSUs
-
(550)
Net income (loss) attributable to Class A common shareholders - basic
$(27,642)
$15,985
Add: Income attributed to dilutive shares
-
18,242
Net income (loss) attributable to Class A common shareholders - diluted
$(27,642)
$34,227
Denominator:
Weighted-average shares of Class A common stock outstanding - basic
125,419,656
117,811,805
Add: Dilutive shares
-
152,110,563
Weighted-average shares of Class A common stock outstanding - diluted
125,419,656
269,922,368
Earnings (loss) per share
Earnings (loss) per share of Class A common stock - basic
$(0.22)
$0.14
Earnings (loss) per share of Class A common stock - diluted
$(0.22)
$0.13
The following number of shares were excluded from the calculation of diluted earnings (loss) per share because the effect
of including such potentially dilutive shares would have been antidilutive:
Three Months Ended March 31,
2025
2024
Conversion of non-controlling interest LLC Common Units1
136,063,929
-
Restricted Stock
413,820
-
IPO RSUs
2,597,398
-
Incentive RSUs
2,791,698
-
Incentive PSUs
1,658,251
-
Reload Options
3,799,629
-
Staking Options
66,667
-
Incentive Options
281,652
150,000
Restricted Common Units
135,991
-
IPO RLUs
1,293,538
-
Incentive RLUs
686,712
-
Incentive PLUs
487,218
-
Reload Class C Incentive Units
3,573,527
-
Staking Class C Incentive Units
2,078,334
-
Class C Incentive Units
495,822
195,822
1Weighted average units outstanding during the period.
22
10. Derivatives
Deal-Contingent Foreign Currency Forward
In December 2023, the Company entered into the deal-contingent foreign currency forward (the "Deal-Contingent
Forward") to manage the risk of appreciation of the GBP-denominated purchase price of the acquisition of Castel. The
Deal-Contingent Forward had a 200.0 millionGBP notional amount and was executed when the Castel acquisition closed
on May 1, 2024. As the Deal-Contingent Forward was an economic hedge and had not been designated as an accounting
hedge, losses resulting from the Deal-Contingent Forward were recognized through earnings in the periods incurred.
Interest Rate Cap
In April 2022, the Company entered into an interest rate cap agreement to manage its exposure to interest rate fluctuations
related to the Company's Term Loan in the amount of $25.5 million. The interest rate cap has a $1,000.0 millionnotional
amount, 2.75%strike, and terminates on December 31, 2025. At inception, the Company formally designated the interest
rate cap as a cash flow hedge. As of March 31, 2025, the interest rate cap continued to be an effective hedge.
For the three months ended March 31, 2025and 2024, the decrease of $4.1 millionand increase of $3.7 million,
respectively, in the fair value of the interest rate cap were recognized in other comprehensive income (loss) ("OCI"). As of
March 31, 2025, the Company expects $9.9 millionof unrealized gains from the interest rate cap to be reclassified into
earnings over the next nine months through the instrument's expiration date. See Note 15, Income Taxes, for further
information on the tax effects on other comprehensive income related to the interest rate cap.
The location and gains (losses) on derivatives are reported in the Consolidated Statements of Income (Loss)as follows:
Three Months Ended March 31,
Income Statement Caption
2025
2024
Change in the fair value of the Deal-Contingent
Forward
General and administrative
$-
$(2,482)
Total impact of derivatives not designated as hedging instruments
$-
$(2,482)
Interest rate cap premium amortization
Interest expense, net
$(1,739)
$(1,739)
Amounts reclassified out of other comprehensive
income related to the interest rate cap
Interest expense, net
3,953
6,544
Total impact of derivatives designated as hedging instruments
$2,214
$4,805
The location and fair value of derivatives designated as hedging instruments are reported on the Consolidated Balance
Sheets as follows:
Balance Sheet Caption
March 31, 2025
December 31, 2024
Interest rate cap
Other current assets
$9,879
$13,936
See Note 12, Fair Value Measurements, for further information on the fair value of derivatives.
11. Variable Interest Entities
As discussed in Note 1, Basis of Presentation, the Company consolidates the LLC as a VIE under ASC 810. The
Company's financial position, financial performance, and cash flows effectively represent those of the LLC as of and for
the threemonths ended March 31, 2025, with the exception of Cash and cash equivalents of $18.7 million, Other current
assets of $11.2 million, Deferred tax assets of $308.7 million, Accounts payable and accrued liabilities of $1.3 million,
Other non-current liabilities of $3.6 million, and the entire balance of the Tax Receivable Agreement liabilities of $447.4
millionon the Consolidated Balance Sheets, which are attributable solely to Ryan Specialty Holdings, Inc. As of
December 31, 2024, Cash and cash equivalents of $27.2 million, Other current assets of $15.4 million, Deferred tax assets
of $448.1 million, Accounts payable and accrued liabilities of $0.9 million, Other non-current liabilities of $2.9 million,
and the entire balance of the Tax Receivable Agreement liabilities of $436.3 millionon the Consolidated Balance Sheet
were attributable solely to Ryan Specialty Holdings, Inc.
23
12. Fair Value Measurements
Accounting standards establish a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair values as
follows:
Level 1:Observable inputs such as quoted prices for identical assets in active markets;
Level 2:Inputs other than quoted prices for identical assets in active markets, that are observable either directly or
indirectly; and
Level 3:Unobservable inputs in which there is little or no market data which requires the use of valuation techniques and
the development of assumptions.
The level in the fair value hierarchy within which the fair value measurement is classified is determined based on the
lowest level of input that is significant to the fair value measure in its entirety.
The carrying amount of financial assets and liabilities reported on the Consolidated Balance Sheets for commissions and
fees receivable - net, other current assets, accounts payable, short-term debt, and other accrued liabilities as of March 31,
2025and December 31, 2024, approximate fair value because of the short-term duration of these instruments. The fair
value of long-term debt, including the Term Loan, Senior Secured Notes, the units subject to mandatory redemption, and
any current portion of such debt, was $3,263.6 millionand $3,275.1 millionas of March 31, 2025and December 31, 2024,
respectively. The fair value of the Term Loan and Senior Secured Notes would be classified as Level 2 in the fair value
hierarchy and the units subject to mandatory redemption would be classified as Level 3. See Note 6, Debt, for the carrying
values of the Company's debt.
Derivative Instruments
Deal-Contingent Foreign Currency Forward
The Company entered into the Deal-Contingent Forward to manage the risk of appreciation of the GBP-denominated
purchase price of the Castel acquisition. The fair value of the Deal-Contingent Forward was determined by comparing the
contractual foreign exchange rates to forward market rates for various future dates, probability weighted for when the
acquisition was anticipated to close, and discounted to the valuation date. The lowest level of inputs used that were
significant in determining the fair value were considered Level 3 inputs. See Note 10, Derivatives, for further information
on the Deal-Contingent Forward.
Interest Rate Cap
The Company uses an interest rate cap to manage its exposure to interest rate fluctuations related to the Company's Term
Loan. The fair value of the interest rate cap is determined using the market standard methodology of discounting the future
expected cash receipts that would occur if variable interest rates rise above the strike rate of the cap. The variable interest
rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived
from observable market interest rate curves and volatilities. The inputs used in determining the fair value of the interest rate
cap are considered Level 2 inputs. See Note 10, Derivatives, for further information on the interest rate cap.
Contingent Consideration
The fair values of contingent consideration and contingently returnable consideration are based on the present value of the
future expected payments to be made to the sellers and to be received from the sellers, respectively, of certain acquired
businesses in accordance with the provisions outlined in the respective purchase agreements, which are Level 3 fair value
measurements. In determining fair value, the Company estimates cash payments and receipts based on management's
financial projections of the performance of each acquired business relative to the formula specified by each purchase
agreement. The Company utilizes Monte Carlo simulations to evaluate financial projections of each acquired business. The
Monte Carlo models consider forecasted revenue and EBITDA and market risk-adjusted revenue and EBITDA, which are
run through a series of simulations. As of March 31, 2025, the models used risk-free rates, expected volatility, and a credit
spread that ranged from 3.5%to 4.3%, 6.5%to 17.3%, and 0.7%to 2.7%, respectively. As of December 31, 2024, the
models used risk-free rates, expected volatility, and a credit spread that ranged from 3.5%to 5.4%, 6.8%to 18.7%, and
0.7%to 2.6%, respectively. The Company discounts the expected payments created by the Monte Carlo model to present
value using a risk-adjusted rate that takes into consideration the market-based rates of return that reflect the ability of the
acquired entity to achieve its targets. The discount rate ranges used to present value the cash payments were 5.0%to 7.0%
and 5.0%to 6.6%as of March 31, 2025and December 31, 2024, respectively.
Each period, the Company revalues the contingent consideration and contingently returnable consideration associated with
certain prior acquisitions to their fair value and records the related changes of the fair value in Change in contingent
24
consideration on the Consolidated Statements of Income (Loss). Changes in contingent consideration result from changes
in the assumptions regarding probabilities of successful achievement of related EBITDA and revenue milestones, the
estimated timing in which milestones are achieved, and the discount rate used to estimate the fair value of the liability.
Contingent consideration may change significantly as the Company's revenue growth rate and EBITDA estimates evolve
and additional data is obtained, impacting the Company's assumptions. The use of different assumptions and judgments
could result in a materially different estimate of fair value which may have a material impact on the results from operations
and financial position. See Note 3, Mergers and Acquisitions, for further information on contingent consideration.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table presents information about the Company's assets and liabilities measured at fair value on a recurring
basis by fair value hierarchy input level:
March 31, 2025
December 31, 2024
Level 1
Level 2
Level 3
Level 1
Level 2
Level 3
Assets
Interest rate cap
$-
$9,879
$-
$-
$13,936
$-
Contingently returnable
consideration
-
-
5,110
-
-
5,483
Liabilities
Contingent consideration
-
-
96,333
-
-
129,059
Total assets and liabilities
measured at fair value
$-
$9,879
$101,443
$-
$13,936
$134,542
Contingently returnable consideration of $2.3 millionand $1.3 millionwas recorded in Other current assets on the
Consolidated Balance Sheets as of March 31, 2025and December 31, 2024, respectively. Contingently returnable
consideration of $2.8 millionand $4.2 millionwas recorded in Other non-current assets on the Consolidated Balance
Sheets as of March 31, 2025and December 31, 2024, respectively. Contingent consideration of $5.6 millionand $48.2
millionwas recorded in Accounts payable and accrued liabilities on the Consolidated Balance Sheets as of March 31, 2025
and December 31, 2024, respectively. Contingent consideration of $90.7 millionand $80.9 millionwas recorded in Other
non-current liabilities on the Consolidated Balance Sheets as of March 31, 2025and December 31, 2024, respectively.
Level 3 Assets and Liabilities Measured at Fair Value
The following is a reconciliation of the beginning and ending balances of the Level 3 assets and liabilities measured at fair
value:
Three Months Ended March 31,
2025
2024
Assets
Balance at beginning of period
$5,483
$-
Total gains included in earnings
1,354
-
Total gains included in OCI
200
-
Settlements
(1,927)
-
Balance at end of period
$5,110
$-
Liabilities
Balance at beginning of period
$129,059
$41,902
Newly established liability due to acquisitions
21,130
-
Total (gains) losses included in earnings
(10,356)
3,353
Settlements
(43,500)
-
Acquisition measurement period adjustments
-
943
Balance at end of period
$96,333
$46,198
For the threemonths ended March 31, 2025, the $1.9 millionsettlement of contingently returnable consideration is
presented in the financing section of the Consolidated Statements of Cash Flows. For the threemonths ended March 31,
25
2025, $18.3 millionand $25.2 millionsettlements of contingent consideration are presented in the operating and financing
sections, respectively, of the Consolidated Statements of Cash Flows.
13. Commitments and Contingencies
Legal - E&O and Other Considerations
As an E&S and Admitted markets intermediary, the Company faces ordinary course of business E&O exposure. The
Company also has potential E&O risk if an insurance carrier with which Ryan Specialty placed coverage denies coverage
for a claim or pays less than the insured believes is the full amount owed. The Company seeks to resolve, through
commercial accommodations, certain matters to limit the economic exposure, including potential legal fees, and
reputational risk created by a disagreement between a carrier and the insured, as well as other E&O matters.
The Company utilizes insurance to provide protection from E&O liabilities that may arise during the ordinary course of
business. Ryan Specialty's E&O insurance provides aggregate coverage for E&O losses up to $150.0 millionin excess of a
per claim retention amount of $5.0 million. The Company's aggregate coverage for E&O losses increased from $100.0
millionto $150.0 millionas of June 1, 2024. The Company periodically determines a range of possible outcomes using the
best available information that relies, in part, on projecting historical claim data into the future. Loss contingencies of $5.9
millionand $4.9 millionwere recorded for outstanding matters as of March 31, 2025and December 31, 2024, respectively.
Loss contingencies exclude the impact of any loss recoveries. The Company recognized the net impact of the loss
contingencies and any loss recoveries of $1.6 millionand $1.1 millionof E&O expense for the three months ended
March 31, 2025and 2024, respectively, in General and administrative expense on the Consolidated Statements of Income
(Loss). The historical claim and commercial accommodation data used to project the current estimates may not be
indicative of future claim activity. Thus, the estimates could change in the future as more information becomes known,
which could materially impact the amounts reported and disclosed herein.
During 2022, the Company placed certain insurance policies through a trading partner with the understanding that the
policies were underwritten by highly rated insurance capital. The policies were instead underwritten by an insurance carrier
that was not considered satisfactory by the Company or the insureds. The Company committed to securing replacement
coverage, to the extent commercially available, from highly rated insurance companies on terms substantially similar to the
insurance coverage originally agreed upon. As a result of this unusual circumstance, the Company has incurred, and may
incur additional, losses arising from the original placements and unpaid covered claims (collectively, the "Replacement
Costs"). The Company has determined that it is probable that it will be exposed to further Replacement Costs on policies
placed with this trading partner.
The Companyrecognized an estimated loss contingency of $0.2 million and $0.3 millionas of March 31, 2025and
December 31, 2024, respectively, within Accounts payable and accrued liabilities on the Consolidated Balance Sheets.
During the three months ended March 31, 2025, the Company collected $20.1 millionfrom its E&O insurance carriers
related to the claim for the Replacement Costs. The Company has also obtained sufficient evidence that additional
recoveries under the claim are probable. A loss recovery of $1.5 millionand $20.2 millionwas recorded as of March 31,
2025and December 31, 2024, respectively, in Other current assets on the Consolidated Balance Sheets. In the aggregate,
the loss contingency and related loss recovery resulted in a $2.5 millionexpense recognized in 2022 and nofurther expense
related to this matter has been recognized since.
It is at least reasonably possible that the estimate of Replacement Costs will change in the near term due to additional
unpaid covered claims or other damages for losses incurred by our customers. An estimate of these potential losses cannot
be made at this time but could change in the future as more information becomes known.
14. Related Parties
Ryan Investment Holdings
Ryan Investment Holdings, LLC ("RIH") was formed as an investment holding company designed to aggregate the funds
of Ryan Specialty and Geneva Ryan Holdings, LLC ("GRH") for investment in Geneva Re Partners, LLC ("GRP"). GRH
was formed as an investment holding company designed to aggregate investment funds of Patrick G. Ryan and other
affiliated investors. Twoaffiliated investors are LLC Unitholders and directors of the Company, and another is an LLC
Unitholder and employee of the Company. Ryan Specialty does not consolidate GRH as the Company does not have a
direct investment in or variable interest in this entity.
The Company holds a 47%interest in RIH and GRH holds the remaining 53%interest. RIH has a 50%non-controlling
interest in GRP and the other 50%is owned by Nationwide Mutual Insurance Company. GRP wholly owns Geneva Re, Ltd
("Geneva Re"), a Bermuda-regulated reinsurance company, and GR Bermuda SAC Ltd (the "Segregated Account
26
Company"). The Segregated Account Company has onesegregated account, which is beneficially owned by a third-party
insurance company (the "Third-party Insurer"). RIH is considered a related party variable interest entity under common
control with the Company. The Company is not most closely associated with the variable interest entity and therefore does
not consolidate RIH. The assets of RIH are restricted to settling obligations of RIH, pursuant to Delaware limited liability
company statutes.
The Company is not required to contribute any additional capital to RIH, and its maximum exposure to loss on the equity
method investment is the total invested capital of $47.0 million. The Company may be exposed to losses arising from the
equity method investment as a result of underwriting losses recognized at Geneva Re or losses on Geneva Re's investment
portfolio. RIH has committed to contribute additional capital to GRP over the next several years. Patrick G. Ryan, through
a trust of which he is the beneficiary and co-trustee, has committed to personally fund any such additional capital
contributions. Any such additional capital contributions under this commitment will not affect the relative ownership of
RIH's common equity.
Geneva Re
The Company has a service agreement with Geneva Re to provide both administrative services to, as well as disburse
payments for costs directly incurred by, Geneva Re. These direct costs include compensation expenses incurred by
employees of Geneva Re. The Company had $0.1 millionand $0.3 milliondue from Geneva Re under this agreement as of
March 31, 2025and December 31, 2024, respectively.
Ryan Re Services Agreements with Geneva Re
Ryan Re, a wholly owned subsidiary of the Company, is party to a services agreement with Geneva Re to provide, among
other services, certain underwriting and administrative services to Geneva Re. Ryan Re receives a service fee equal to
115%of the administrative costs incurred by Ryan Re in providing these services to Geneva Re. Revenue earned from
Geneva Re was $0.4 millionfor the three months ended March 31, 2025and 2024. Receivables due from Geneva Re under
this agreement were $0.4 millionand $0.7 millionas of March 31, 2025and December 31, 2024, respectively.
Ryan Re is party to a services agreement with Geneva Re under which Ryan Re subcontracts certain services to Geneva Re
that are required for the segregated account of the Segregated Account Company on behalf of the Third-party Insurer. The
Company incurred expense of $2.7 millionand $2.3 millionduring the three months ended March 31, 2025and 2024,
respectively. As of March 31, 2025and December 31, 2024, the Company had prepaid expenses of $3.2 millionand $5.2
million, respectively, related to this services agreement. The prepaid expenses are included in Other currents assets on the
Consolidated Balance Sheets.
Company Leasing of Corporate Jets
In the ordinary course of its business, the Company charters executive jets for business purposes from Executive Jet
Management ("EJM"), a third-party service provider. Mr. Ryan indirectly owns aircraft that he leases to EJM for EJM's
charter operations for which he receives remuneration from EJM. The Company pays market rates for chartering aircraft
through EJM, unless the particular aircraft chartered is Mr. Ryan's, in which case the Company receives a discount below
market rates. Historically, the Company has been able to charter Mr. Ryan's aircraft and make use of this discount. The
Company recognized expense related to business usage of aircraft of $0.1 millionand $0.4 millionfor the three months
ended March 31, 2025and 2024, respectively.
15. Income Taxes
The Company is taxed as a corporation for income tax purposes and is subject to federal, state, and local taxes with respect
to its allocable share of any net taxable income from the LLC. The LLC is a limited liability company taxed as a
partnership for income tax purposes, and its taxable income or loss is passed through to its members, including the
Company. The LLC is subject to income taxes on its taxable income in certain foreign countries, in certain state and local
jurisdictions that impose income taxes on partnerships, and on the taxable income of its U.S. corporate subsidiaries.
Effective Tax Rate
The Company's effective tax rate from continuing operations was 108.60%and 13.70%for the three months ended
March 31, 2025and 2024, respectively. The effective tax rate for the three months ended March 31, 2025, was higher than
the 21%statutory rate primarily as a result of the non-cash deferred income tax expense from the CCR related to the
acquisition of Velocity, which is described below, offset by a decrease related to income attributable to the non-controlling
interests. The effective tax rate for the three months ended March 31, 2024, was lowerthanthe 21%statutory rate primarily
as a result of the income attributable to the non-controlling interests.
27
The Company does not believe it has any significant uncertain tax positions and therefore has nounrecognized tax benefits
as of March 31, 2025, that, if recognized, would affect the annual effective tax rate. The Company does not anticipate
material changes in unrecognized tax benefits within the next twelve-month period.
Deferred Taxes
The Company reported Deferred tax assets, net of deferred tax liabilities where appropriate, of $308.9 millionand $448.3
millionas of March 31, 2025and December 31, 2024, respectively, on the Consolidated Balance Sheets. The decrease in
the Deferred tax assets during the threemonths ended March 31, 2025, wasprimarily the result of the CCR.As of
March 31, 2025, the Company concluded that, based on the weight of all available positive and negative evidence, the
deferred tax assets with respect to the Company's basis difference in its investment in the LLC are more likely than not to
be realized. As such, novaluation allowance has been recognized against that basis difference.
Common Control Reorganization (CCR)
Subsequent to the acquisition of Velocity, which was acquired by a wholly owned subsidiary of Ryan Specialty Holdings,
Inc., the Company converted Velocity into an LLC ("Velocity LLC") and transferred Velocity LLC to the LLC. This legal
entity reorganization was considered a transaction between entities under common control. The CCR resulted in a
reduction of deferred tax assets in the Company's basis difference in its investment in the LLC of $145.2 millionand a
non-cash deferred income tax expense of $48.1 millionfor the three months ended March 31, 2025. Additionally, the
difference between the carrying value and the fair value of the investment transferred under common control resulted in an
increase of $29.8 millionto Non-controlling interests on the Consolidated Statements of Stockholders' Equity during the
three months ended March 31, 2025.
Tax Receivable Agreement (TRA)
The Company is party to a TRA with current and certain former LLC Unitholders. The TRA provides for the payment by
the Company to the current and certain former LLC Unitholders of 85%of the net cash savings, if any, in U.S. federal,
state, and local income taxes that the Company actually realizes (or under certain circumstances is deemed to realize) from
(i) certain increases in the tax basis of the assets of the LLC resulting from purchases or exchanges of LLC Common Units
("Exchange Tax Attributes"), (ii) certain tax attributes of the LLC that existed prior to the IPO ("Pre-IPO M&A Tax
Attributes"), (iii) certain favorable "remedial" partnership tax allocations to which the Company becomes entitled (if any),
and (iv) certain other tax benefits related to the Company entering into the TRA, including certain tax benefits attributable
to payments that the Company makes under the TRA ("TRA Payment Tax Attributes"). The Company recognizes a
liability on the Consolidated Balance Sheets based on the undiscounted estimated future payments under the TRA. The
amounts payable under the TRA will vary depending upon a number of factors, including the amount, character, and timing
of the taxable income of the Company in the future.
Based on current projections, the Company anticipates having sufficient taxable income to be able to realize the benefits
and has recorded Tax Receivable Agreement liabilities of $447.4 millionrelated to these benefits on the Consolidated
Balance Sheets as of March 31, 2025. The following summarizes activity related to the Tax Receivable Agreement
liabilities:
Exchange Tax
Attributes
Pre-IPO M&A
Tax Attributes
TRA Payment
Tax Attributes
TRA Liabilities
Balance at December 31, 2024
$253,233
$83,415
$99,648
$436,296
Exchange of LLC Common Units
7,994
627
2,469
11,090
Balance at March 31, 2025
$261,227
$84,042
$102,117
$447,386
During the threemonths ended March 31, 2025and 2024, increases to the TRA liabilities of $11.1 millionand $2.1
million, respectively, due to exchanges of LLC Common Units for Class A common stock were recognized in Additional
paid-in capital on the Consolidated Statements of Stockholders' Equity.
28
Other Comprehensive Income
The following table summarizes the tax effects on the components of Other comprehensive income:
Three Months Ended March 31,
2025
2024
Gain on interest rate cap
$(220)
$(1,488)
Gain on interest rate cap reclassified to earnings
534
809
Foreign currency translation adjustments
(2,984)
145
Change in share of equity method investment in related party
462
(533)
16. Accumulated Other Comprehensive Income (Loss)
Changes in the balance of Accumulated other comprehensive income (loss), net of tax, were as follows:
Gain on Interest
Rate Cap
Foreign
Currency
Translation
Adjustments
Change in EMI
Other
Comprehensive
Loss 1
Total
Balance at December 31, 2024
$1,435
$(3,010)
$(221)
$(1,796)
Other comprehensive income (loss)
before reclassifications
1,414
18,632
(2,909)
17,137
Amounts reclassified to earnings
(3,419)
-
-
(3,419)
Other comprehensive income (loss)
$(2,005)
$18,632
$(2,909)
$13,718
Less: Non-controlling interests
(1,107)
10,151
(1,594)
7,450
Balance at March 31, 2025
$537
$5,471
$(1,536)
$4,472
Gain on Interest
Rate Cap
Foreign
Currency
Translation
Adjustments
Change in EMI
Other
Comprehensive
Income (Loss) 1
Total
Balance at December 31, 2023
$4,697
$982
$(2,603)
$3,076
Other comprehensive income (loss)
before reclassifications
10,540
(1,024)
3,780
13,296
Amounts reclassified to earnings
(5,735)
-
-
(5,735)
Other comprehensive income (loss)
$4,805
$(1,024)
$3,780
$7,561
Less: Non-controlling interests
2,887
(616)
2,270
4,541
Balance at March 31, 2024
$6,615
$574
$(1,093)
$6,096
1Change in share of equity method investment in related party other comprehensive income(loss) on the Consolidated
Statements of Comprehensive Income (Loss).
17. Segment Reporting
Segment Information
Ryan Specialty is organized as a single operating and reporting segment. The Company's chief operating decision maker
("CODM") is its Chief Executive Officer. The Company has identified its single operating segment utilizing a management
approach that aligns with the manner in which the CODM utilizes the Company's consolidated financial information for
resource allocation and performance evaluation. Refer to Note 1, Basis of Presentation, for a description of the Company's
products and services and to Note 2, Revenue from Contracts with Customers, for the disaggregation of revenue by
Specialty.
29
The CODM utilizes consolidated net income (loss) as the primary metric to monitor budget versus actual results, assess the
performance of the business, and make decisions regarding resource allocation. The following table provides information
about the Company's revenue and includes a reconciliation to net income (loss):
Three Months Ended March 31,
2025
2024
Net commissions and fees
$676,128
$537,887
Fiduciary investment income
14,038
14,159
Total revenue
$690,166
$552,046
Compensation-related expense1
397,428
330,022
General and administrative expense2
92,237
64,802
Other segment items3
46,684
54,570
Depreciation and amortization
67,624
30,068
Change in contingent consideration
(14,042)
(65)
Interest income
(3,103)
(7,995)
Interest expense
57,611
37,395
Income from equity method investment in related party
(4,937)
(5,606)
Income tax expense
55,430
6,426
Other non-operating loss (income)
(377)
1,752
Net income (loss)
$(4,389)
$40,677
1 Compensation-related expense includes salaries, commissions, bonus compensation, benefits, payroll taxes, and
contractor costs, and excludes equity-based compensation expense, acquisition, and restructuring related expenses.
2 General and administrative expense includes travel and entertainment, professional services, occupancy, IT related costs,
and other operating costs, and excludes acquisition and restructuring related expenses.
3 Other segment items include equity-based compensation expense, and acquisition and restructuring related compensation
and general and administrative expenses.
Geographic Information
Revenue is primarily recognized based on the country in which the services are performed. The below table illustrates the
geographic regions for the Company's revenue:
Three Months Ended March 31,
2025
2024
United States
$649,097
$537,165
Foreign
41,069
14,881
Total revenue
$690,166
$552,046
The Company did not have material revenue from operations in any individual foreign country for the three months ended
March 31, 2025 or 2024. Asset information is not presented to the CODM. Substantially all of the Company's tangible
long-lived assets are located in the United States; therefore, geographic information for long-lived assets is not presented.
18. Supplemental Financial Information
Interest Income
The Company earned interest income of $3.1 millionand $8.0 millionduring the three months ended March 31, 2025and
2024, respectively, on its operating Cash and cash equivalents. Interest income is recognized in Interest expense, net on the
Consolidated Statements of Income (Loss).
30
Supplemental Cash Flow Information
The following represents the supplemental cash flow information of the Company:
Three Months Ended March 31,
2025
2024
Cash paid for:
Interest, net1
$62,946
$25,270
Income taxes, net of refunds
530
4,348
Non-cash investing and financing activities:
Non-controlling interest holders' tax distributions declared but unpaid
$8,443
$22,177
Tax Receivable Agreement liabilities
11,090
2,119
Dividend Equivalents and Declared Distributions liabilities
1,014
2,547
Contingent consideration liabilities
21,130
-
1 Interest paid is presented net of $4.0 millionand $6.5 millionof cash received in connection with the Company's interest
rate cap for the threemonths ended March 31, 2025and 2024, respectively. See Note 10, Derivatives, for further
information on the interest rate cap.
19. Subsequent Events
The Company has evaluated subsequent events through May 2, 2025, and has concluded that no events have occurred that
require disclosure other than the events listed below.
On May 1, 2025, the Company's Board of Directors approved a quarterly cash dividend of $0.12per share of outstanding
Class A common stock. The quarterly dividend will be payable on May 27, 2025, to shareholders of record of Class A
common stock as of the close of business on May 13, 2025. Any future dividends will be subject to the approval of the
Company's Board of Directors.
On May 1, 2025, the Company completed the acquisition of certain assets of USQRisk Holdings, LLC, a company based in
New York and London that underwrites, structures, prices, and places specialty insurance for corporate clients seeking
bespoke, multi-year risk solutions, for approximately $30.5 millionof cash consideration, subject to customary purchase
price adjustments. This acquisition will include contingent consideration in its final purchase price, however, the Company
has not yet completed the valuation of the contingent consideration or the purchase price allocation to the acquired assets
and assumed liabilities as of the date of this filing.
On May 1, 2025, the Company acquired a 9.9%interest in Velocity Specialty Insurance Companyfor approximately $16.6
millionof cash consideration.
31
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion and analysis summarizes the significant factors affecting the consolidated operating results,
financial condition, liquidity, and cash flows of the Company as of and for the periods presented below. The following
discussion and analysis should be read in conjunction with our Consolidated Financial Statements and the related notes
included elsewhere in this Quarterly Report on Form 10-Q and in the Annual Report on Form 10-K for the year ended
December 31, 2024, which was filed with the SEC on February 21, 2025. The discussion contains forward-looking
statements that are based on the beliefs of management, as well as assumptions made by, and information currently
available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking
statements as a result of various factors, including those discussed below and in our Annual Report on Form 10-K,
particularly in the sections entitled "Risk Factors" and "Information Concerning Forward-Looking Statements."
The following discussion provides commentary on the financial results derived from our unaudited financial statements for
the three months ended March 31, 2025 and 2024, prepared in accordance with U.S. GAAP. In addition, we regularly
review the following Non-GAAP measures when assessing performance: Organic revenue growth rate, Adjusted
compensation and benefits expense, Adjusted compensation and benefits expense ratio, Adjusted general and
administrative expense, Adjusted general and administrative expense ratio, Adjusted EBITDAC, Adjusted EBITDAC
margin, Adjusted net income, Adjusted net income margin, and Adjusted diluted earnings per share. See "Non-GAAP
Financial Measures and Key Performance Indicators" for further information.
Overview
Founded by Patrick G. Ryan in 2010, we are a service provider of specialty products and solutions for insurance brokers,
agents, and carriers. We provide distribution, underwriting, product development, administration, and risk management
services by acting predominantly as a wholesale broker and a managing underwriter or a program administrator with
delegated authority from insurance carriers. Our mission is to provide industry-leading innovative specialty insurance
solutions for insurance brokers, agents, and carriers.
For retail insurance agents and brokers, we assist in the placement of complex or otherwise hard-to-place risks. For
insurance and reinsurance carriers, we predominantly work with retail and wholesale insurance brokers to source, onboard,
underwrite, and service these same types of risks. A significant majority of the premiums we place are bound in the E&S
market, which includes Lloyd's of London. There is often significantly more flexibility in terms, conditions, and rates in
the E&S market relative to the Admitted or "standard" insurance market. We believe that the additional freedom to craft
bespoke terms and conditions in the E&S market allows us to best meet the needs of our trading partners, provide unique
solutions, and drive innovation. We believe our success has been achieved by providing best-in-class intellectual capital,
leveraging our trusted and long-standing relationships, and developing differentiated solutions at a scale unmatched by
many of our competitors.
Significant Events and Transactions
Corporate Structure
We are a holding company and our sole material asset is a controlling equity interest in New LLC, which is also a holding
company and its sole material asset is a controlling equity interest in the LLC. The Company operates and controls the
business and affairs of, and consolidates the financial results of, the LLC through New LLC. We conduct our business
through the LLC. As the LLC is substantively the same as New LLC, for the purpose of this discussion we will refer to
both New LLC and the LLC as the "LLC."
The LLC is a limited liability company taxed as a partnership for income tax purposes, and its taxable income or loss is
passed through to its members, including the Company. The LLC is subject to income taxes on its taxable income in certain
foreign countries, in certain state and local jurisdictions that impose income taxes on partnerships, and on the taxable
income of its U.S. corporate subsidiaries. As a result of our ownership of LLC Common Units, we are subject to U.S.
federal, state, and local income taxes with respect to our allocable share of any taxable income of the LLC and are taxed at
the prevailing corporate tax rates. We intend to cause the LLC to make distributions in an amount that is at least sufficient
to allow us to pay our tax obligations and operating expenses, including distributions to fund any ordinary course payments
due under the Tax Receivable Agreement. See "Liquidity and Capital Resources - Tax Receivable Agreement" for
additional information about the TRA.
32
Acquisitions
On February 3, 2025, the Company completed the acquisition of Velocity Risk Underwriters, LLC ("Velocity"), an MGU
specializing in first-party insurance coverage for catastrophe exposed properties, based in Nashville, Tennessee.
On May 1, 2025, the Company completed the acquisition of USQRisk Holdings, LLC ("USQ"), a company that
underwrites, structures, prices, and places specialty insurance for corporate clients seeking bespoke, multi-year risk
solutions based in New York and London.
Key Factors Affecting Our Performance
Our historical financial performance has been, and we expect our financial performance in the future to be, driven by our
ability to:
Pursue Strategic Acquisitions
We have successfully integrated businesses complementary to our own to increase both our distribution reach and our
product and service capabilities. We continuously evaluate acquisitions and intend to further pursue targeted acquisitions
that complement our product and service capabilities or provide us access to new markets. We have previously made, and
intend to continue to make, acquisitions with the objective of enhancing our human capital and product and service
capabilities, entering natural adjacencies, and expanding our geographic presence. Our ability to successfully pursue
strategic acquisitions is dependent upon a number of factors, including sustained execution of a disciplined and selective
acquisition strategy which requires acquisition targets to have a cultural and strategic fit, competition for these assets,
purchase price multiples that we deem appropriate and our ability to effectively integrate targeted companies or assets and
grow our business. We do not have agreements or commitments for any material acquisitions at this time.
Deepen and Broaden our Relationships with Retail Broker Trading Partners
We have deep engagement with our retail broker trading partners, and we believe we have the ability to transact in even
greater volume with nearly all of them. For example, in 2024, our revenue derived from the Top 100 firms (as ranked by
Business Insurance) expanded faster than our Organic revenue growth rate of 12.8%. Our ability to deepen and broaden
relationships with our retail broker trading partners and increase sales is dependent upon a number of factors, including
client satisfaction with our distribution reach and our product capabilities, retail brokers continuing to require or desire our
services, competition, pricing, economic conditions, and spending on our product offerings.
Build Our Delegated Authority Business
We believe there is substantial opportunity to continue to grow our Delegated Authority business, which includes both our
Binding Authority Specialty and Underwriting Management Specialty. We believe that both M&A consolidation and panel
consolidation are in nascent stages for Binding Authority. We believe that both M&A consolidation and the use and
reliance on scaled delegated Underwriting Management will continue to grow. Our ability to grow this business is
dependent upon a number of factors, including a continuing ability to secure sufficient capital support from insurers, the
quality of our services and product offerings, marketing and sales efforts to drive new business prospects and execution,
new product offerings, the pricing and quality of our competitors' offerings, and the growth in demand for the insurance
products.
Invest in Operation and Growth
We have invested heavily in building a durable business that is able to adapt to the continuously evolving E&S market and
intend to continue to do so. We are focused on enhancing the breadth of our product and service offerings as well as
developing and launching new solutions to address the evolving needs of the specialty insurance industry and markets. Our
future success is dependent upon a number of factors, including our ability to successfully develop, market, and sell
existing and new products and services to both new and existing trading partners.
Generate Commission Regardless of the State of the E&S Market
We earn commissions, which are calculated as a percentage of the total insurance policy premium, and fees. Changes in the
insurance market or specialty lines that are our focus, characterized by a period of increasing (or declining) premium rates,
could positively (or negatively) impact our profitability.
33
Managing Changing Macroeconomic Conditions
Growth in certain lines of business, such as project-based construction and M&A transactional liability insurance, is
partially dependent on a variety of macroeconomic factors inasmuch as binding the underlying insurance coverage is
subject to the underlying activity occurring. In periods of economic growth and liquid credit markets, this underlying
activity can accelerate and provide tailwinds to our growth. In periods of economic decline and tight credit markets, this
underlying activity can slow or be delayed and provide headwinds to our growth. We believe over the long term these lines
of business will continue to grow.
Leverage the Growth of the E&S Market
The growing relevance of the E&S market has been driven by the rapid emergence and sustained prevalence of large,
complex, high-hazard, and otherwise hard-to-place risks across many lines of insurance. This trend continued in 2024, with
$110 billion of insured catastrophe losses, driven by over $50 billion of insured losses related to severe convective storms
("SCS") with 17 SCS events that caused losses in excess of $1 billion, which together accounted for the second-highest
annual total for insured losses on record for SCS events. The year also included ice storms across the country and
continued wildfire-related losses. In addition to the SCS events, Hurricanes Helene and Milton caused over $35 billion in
insured losses. Additionally, these risks include the potential for more severe hurricanes that occur with greater frequency,
more devastating wildfires, more frequent flooding, escalating jury verdicts and social inflation, geographic shifts in
population density, a proliferation of cyber threats, novel health risks, risks associated with large sports and entertainment
venues, building and labor cost inflation relative to insured value, and the transformation of the economy to a "digital first"
mode of doing business. We believe that as the complexity of the E&S market continues to escalate, wholesale brokers and
managing underwriters that do not have sufficient scale, or the financial and intellectual capital to invest in the required
specialty capabilities, will struggle to compete effectively. This will further the trend of market share consolidation among
the wholesale firms that do have these capabilities. We will continue to invest in our intellectual capital to innovate and
offer custom solutions and products to better address these evolving market fundamentals.
Although we believe this growth will continue, we recognize that the growth of the E&S market might not be linear as
risks can and do shift between the E&S and non-E&S markets as market factors change and evolve. For example, we
benefited from a rapid increase in both the flow of property risks into the wholesale channel and the premium rate charged
for those risks in 2023 and the first half of 2024 as the frequency and severity of catastrophe losses, attritional losses and
secondary perils such as severe convective storms, economic inflation, concentration of exposures, higher retentions of
risk, and higher reinsurance costs applied pressure to insurers and capacity tightened. In the second half of 2024 and
through the first quarter of 2025, the E&S market experienced a shift in these trends as insurance capacity for these
property risks increased, particularly at the end of 2024, which resulted in a decline in property premium rates. We believe
these factors have also created opportunities for retailers to place coverage directly.
Components of Results of Operations
Revenue
Net Commissions and Fees
Net commissions and fees are derived primarily from our three Specialties and are paid for our role as an intermediary in
facilitating the placement of coverage in the insurance distribution chain. Net commissions and policy fees are generally
calculated as a percentage of the total insurance policy premium placed, although fees can often be a fixed amount
irrespective of the premium, and we also receive supplemental commissions based on the volume placed or profitability of
a book of business. We share a portion of these net commissions and policy fees with the retail insurance broker and
recognize revenue on a net basis. Additionally, carriers may also pay us a contingent commission or volume-based
commission, both of which represent forms of contingent or supplemental consideration associated with the placement of
coverage and are based primarily on underwriting results, but may also contain considerations for only volume, growth,
and/or retention. Although we have compensation arrangements called contingent commissions in all three Specialties that
are based in whole or in part on the underwriting performance, we do not take any direct insurance risk other than through
our equity method investment in Geneva Re through Ryan Investment Holdings, LLC. We also receive loss mitigation and
other fees, some of which are not dependent on the placement of a risk.
In our Wholesale Brokerage and Binding Authority Specialties, we generally work with retail insurance brokers to secure
insurance coverage for their clients, who are the ultimate insured party. Our Wholesale Brokerage and Binding Authority
Specialties generate revenues through commissions and fees from clients, as well as through supplemental commissions,
which may be contingent commissions or volume-based commissions from carriers. Commission rates and fees vary
depending upon several factors, which may include the amount of premium, the type of insurance coverage provided, the
34
particular services provided to a client or carrier, and the capacity in which we act. Payment terms are consistent with
current industry practice.
In our Underwriting Management Specialty we utilize delegated authority granted to us by carriers and we generally work
with retail insurance brokers and often other wholesale brokers to secure insurance coverage for the ultimate insured party.
Our Underwriting Management Specialty generates revenues through commissions and fees from clients and through
contingent commissions from carriers. Commission rates and fees vary depending upon several factors including the
premium, the type of coverage, and additional services provided to the client. Payment terms are consistent with current
industry practice.
Fiduciary Investment Income
Fiduciary investment income consists of interest earned on insurance premiums and surplus lines taxes that are held in a
fiduciary capacity, in cash and cash equivalents, until disbursed.
Expenses
Compensation and Benefits
Compensation and benefits is our largest expense. It consists of (i) salary, incentives and benefits to employees, and
commissions to our producers and (ii) equity-based compensation associated with the grants of awards to employees,
executive officers, and directors. We operate in competitive markets for human capital and we need to maintain
competitive compensation levels in order to maintain and grow our talent base.
General and Administrative
General and administrative expense includes travel and entertainment expenses, office expenses, accounting, foreign
exchange, legal, insurance and other professional fees, and other costs associated with our operations. Our occupancy-
related costs and professional services expenses, in particular, generally increase or decrease in relative proportion to the
number of our employees and the overall size and scale of our business operations.
Amortization
Amortization expense consists primarily of amortization related to intangible assets we acquired in connection with our
acquisitions. Intangible assets consist of customer relationships, trade names, and internally developed software.
Interest Expense, Net
Interest expense, net consists of interest payable on indebtedness, amortization of the Company's interest rate cap, imputed
interest on contingent consideration, and amortization of deferred debt issuance costs, offset by interest income on the
Company's Cash and cash equivalents balances and payments received in relation to the interest rate cap.
Other Non-Operating Loss (Income)
For the threemonths ended March 31, 2025, Other non-operating loss (income) consisted of seller reimbursement of
acquisition-related retention incentives and sublease income. For the threemonths ended March 31, 2024, Other non-
operating loss (income) consisted of expense related to fees associated with our term loan repricing offset by sublease
income.
Income Tax Expense
Income tax expense includes tax on the Company's allocable share of any net taxable income from the LLC, from certain
state and local jurisdictions that impose taxes on partnerships, as well as earnings from our foreign subsidiaries and C-
Corporations subject to entity level taxation and income tax expense recognized as a result of the Common Control
Reorganization ("CCR") subsequent to the Velocity acquisition in the first quarter of 2025.
Non-Controlling Interests
Net income and Other comprehensive income (loss) are attributed to the non-controlling interests based on the weighted-
average LLC Common Units outstanding during the period and is presented on the Consolidated Statements of Income
(Loss). Refer to "Note 7, Stockholders' Equity" of the unaudited quarterly consolidated financial statements for more
information.
35
Results of Operations
Below is a summary table of the financial results and Non-GAAP measures that we find relevant to our business
operations:
Three Months Ended
March 31,
Change
(in thousands, except percentages and per share data)
2025
2024
$
%
Revenue
Net commissions and fees
$676,128
$537,887
$138,241
25.7 %
Fiduciary investment income
14,038
14,159
(121)
(0.9)
Total revenue
$690,166
$552,046
$138,120
25.0 %
Expenses
Compensation and benefits
430,289
373,527
56,762
15.2
General and administrative
106,060
75,867
30,193
39.8
Amortization
64,985
27,988
36,997
NM
Depreciation
2,639
2,080
559
26.9
Change in contingent consideration
(14,042)
(65)
(13,977)
NM
Total operating expenses
$589,931
$479,397
$110,534
23.1 %
Operating income
$100,235
$72,649
$27,586
38.0 %
Interest expense, net
54,508
29,400
25,108
85.4
(Income) from equity method investment in related party
(4,937)
(5,606)
669
(11.9)
Other non-operating loss (income)
(377)
1,752
(2,129)
NM
Income before income taxes
$51,041
$47,103
$3,938
8.4 %
Income tax expense
55,430
6,426
49,004
NM
Net income (loss)
$(4,389)
$40,677
$(45,066)
NM
GAAP financial measures
Total revenue
$690,166
$552,046
$138,120
25.0 %
Net commissions and fees
676,128
537,887
138,241
25.7
Compensation and benefits
430,289
373,527
56,762
15.2
General and administrative
106,060
75,867
30,193
39.8
Net income (loss)
(4,389)
40,677
(45,066)
NM
Compensation and benefits expense ratio (1)
62.3 %
67.7 %
General and administrative expense ratio (2)
15.4 %
13.7 %
Net income (loss) margin (3)
(0.6)%
7.4 %
Earnings (loss) per share (4)
$(0.22)
$0.14
Diluted earnings (loss) per share (4)
$(0.22)
$0.13
Non-GAAP financial measures*
Organic revenue growth rate
12.9 %
13.7 %
Adjusted compensation and benefits expense
$397,428
$330,022
$67,406
20.4%
Adjusted compensation and benefits expense ratio
57.6 %
59.8 %
Adjusted general and administrative expense
$92,237
$64,802
$27,435
42.3%
Adjusted general and administrative expense ratio
13.4 %
11.7 %
Adjusted EBITDAC
$200,501
$157,222
$43,279
27.5%
Adjusted EBITDAC margin
29.1 %
28.5 %
Adjusted net income
$107,839
$95,417
$12,422
13.0%
Adjusted net income margin
15.6 %
17.3 %
Adjusted diluted earnings per share
$0.39
$0.35
$0.04
11.4%
NM represents "Not Meaningful."
(1)Compensation and benefits expense ratio is defined as Compensation and benefits expense divided by Total revenue.
(2)General and administrative expense ratio is defined as General and administrative expense divided by Total revenue.
(3)Net income margin is defined as Net income divided by Total revenue.
(4)See "Note 9, Earnings (Loss) Per Share" of the unaudited quarterly consolidated financial statements for further
discussion of how these metrics are calculated.
*These measures are Non-GAAP. Please refer to the section entitled "Non-GAAP Financial Measures and Key
Performance Indicators"below for definitions and reconciliations to the most directly comparable GAAP measure.
36
Comparison of the Three Months Ended March 31, 2025and 2024
Revenue
Total Revenue
Total revenue increased by $138.2 million, or 25.0%, from $552.0 millionto $690.2 millionfor the three months ended
March 31, 2025, as compared to the same period in the prior year. The following were the principal drivers of the increase:
•$66.8 million, or 12.1%, of the period-over-period change in Total revenue was due to the acquisitions
completed in 2024and the Velocity acquisition, all of which were completed within twelve months of
March 31, 2025. Acquisition revenue was offset by a $0.4 million decline in revenue period-over-period
relating to the sale of a small non-subscription workers compensation book of business at the end of 2024;
•$65.9 million, or 11.9%, of the period-over-period change in Total revenue was due to organic revenue growth.
Organic revenue growth represents the change in Net commissions and fees revenue, as compared to the same
period for the year prior, adjusted for Net commissions and fees attributable to recent acquisitions during the
first twelve months of Ryan Specialty's ownership, and other adjustments such as the removal of the impact of
contingent commissions and the impact of changes in foreign exchange rates. In aggregate, our net commission
rates were consistent period-over-period. Also, we grew our client relationships, in aggregate, within each of
our three Specialties. The growth of these relationships is due to the combination of a growing E&S market
and winning new business from competitors. We experienced growth across the majority of our casualty lines,
as well as moderategrowth across our property portfolio. Growth in our property portfolio was mitigated by a
decline in rates and retailers realizing additional opportunity to place coverage directly. Growth in the quarter
was balanced across our three Specialties, driven by an increase in the flow of risks into the E&S market;
•$5.6 million, or 1.0%, of the period-over-period change in Total revenue was due to changes in contingent
commissions and the impact of foreign exchange rates on the Company's Net commissions and fees; and
•A decline of $0.1 million, or 0.0%, of the period-over-period change in Total revenue was due to a decrease in
Fiduciary investment income, caused by a decline in interest rates compared to the prior year.
Three Months Ended March 31,
(in thousands, except percentages)
2025
% of
total
2024
% of
total
Change
Wholesale Brokerage
$360,788
53.4 %
$323,445
60.1 %
$37,343
11.5 %
Binding Authorities
101,950
15.1
88,635
16.5
13,315
15.0
Underwriting Management
213,390
31.5
125,807
23.4
87,583
69.6
Total net commissions and fees
$676,128
$537,887
$138,241
25.7 %
Wholesale Brokerage net commissions and fees increased by $37.3 million, or 11.5%, period-over-period, primarily due to
strong organic growth within the Specialty for the quarter.
Binding Authority net commissions and fees increased by $13.3 million, or 15.0%, period-over-period, primarily due to
strong organic growth within the Specialty for the quarter.
Underwriting Management net commissions and fees increased by $87.6 million, or 69.6%, period-over-period, primarily
due to strong organic growth within the Specialty for the quarter as well as contributions from theCastel, US Assure,
Greenhill, Ethos P&C, EverSports, Geo, Innovisk, and Velocity acquisitions.
37
The following table sets forth our revenue by type of commission and fees:
Three Months Ended March 31,
(in thousands, except percentages)
2025
% of
total
2024
% of
total
Change
Net commissions and policy fees
$623,966
92.3 %
$494,445
91.9 %
$129,521
26.2 %
Supplemental and contingent
commissions
37,773
5.6
29,256
5.5
8,517
29.1
Loss mitigation and other fees
14,389
2.1
14,186
2.6
203
1.4
Total net commissions and fees
$676,128
$537,887
$138,241
25.7 %
Net commissions and policy fees grew 26.2%, in line with the overall net commissions and fee revenue growth of 25.7%,
for the three months ended March 31, 2025, as compared to the same period in the prior year. The main drivers of this
growth continue to be the acquisition of new business and expansion of ongoing client relationships in response to the
increasing demand for new, complex E&S products as well as the inflow of risks from the Admitted market into the E&S
market and an increase in the premium rate for risks placed, as well as contributions from recent acquisitions. In aggregate,
we experienced stable commission rates period-over-period.
Supplemental and contingent commissions increased 29.1%period-over-period driven by the performance of risks placed
on eligible business earning profit-based or volume-based commissions.
Loss mitigation and other fees increased 1.4%period-over-period primarily due to increased capital markets activity and
captive management and other risk management service fees from the placement of alternative risk insurance solutions.
Expenses
Compensation and Benefits
Compensation and benefits expense increased by $56.8 million, or 15.2%, from $373.5 millionto $430.3 millionfor the
three months ended March 31, 2025, compared to the same period in 2024. The following were the principal drivers of this
increase:
•Commissions increased $20.6 million, or 12.8%, period-over-period, driven by the 11.5% increase in
Wholesale Brokerage and 15.0% increase in Binding Authority Net commissions and fees;
•An increase of $13.2 million was driven by Acquisition-related expense and Acquisition related long-term
incentive compensation related to recently completed acquisitions;
•The remaining increase of $49.2 million was driven by (i) the addition of 1,155 employees compared to the
same period in the prior year, inclusive of acquired employees, and (ii) growth in the business. Overall
headcount increased to 5,556 full-time employees as of March 31, 2025, from 4,401 as of March 31, 2024.
Benefits and Payroll Taxes are typically more concentrated in the first quarter of the year, and that
concentration was amplified by the 26% headcount increase compared to the same period in the prior year;
and
•The increase was partially offset by a $26.2 million decline in Restructuring and related expense due to the
completion of the ACCELERATE 2025 program at the end of 2024.
The net impact of revenue growth and the factors above resulted in a Compensation and benefits expense ratio decrease of
5.4% from 67.7%to 62.3%period-over-period.
In general, we expect to continue experiencing a rise in commissions, salaries, incentives, and benefits expense
commensurate with our expected growth in business volume, revenue, and headcount.
38
General and Administrative
General and administrative expense increased by $30.2 million, or 39.8%, from $75.9 millionto $106.1 millionfor the
three months ended March 31, 2025, as compared to the same period in the prior year. The following were the principal
drivers of this increase:
•$15.7 million of increased professional services and IT charges associated with ongoing technology and data
initiatives;
•$5.9 million of increased travel and entertainment associated with the timing of events and conferences; and
•$8.6 million was driven by growth in the business. Such expenses incurred to accommodate both organic and
inorganic revenue growth include occupancy, insurance, and foreign exchange.
The net impact of revenue growth and the factors listed above resulted in a General and administrative expense ratio
increase of 1.7% from 13.7% to 15.4% period-over-period.
Amortization
Amortization expense increased by $37.0 millionfrom $28.0 millionto $65.0 millionfor the three months ended
March 31, 2025, compared to the same period in the prior year. The main driver of the increase was the amortization of
intangible assets from recent acquisitions. Our intangible assets increased by $1,060.9 million when comparing the balance
as of March 31, 2025, to the balance as of March 31, 2024.
Interest Expense, Net
Interest expense, net increased $25.1 million, or 85.4%, from $29.4 millionto $54.5 millionfor the three months ended
March 31, 2025, compared to the same period in the prior year. The main driver of the increase in Interest expense, net for
the three months ended March 31, 2025, was an increase in debt from recent acquisition activity. For the three months
ended March 31, 2025, the reduction to Interest expense, net related to our interest rate cap was $2.2 million. For the three
months ended March 31, 2025and 2024, the reduction to Interest expense, net related to interest income earned on
operating cash balances of $3.1 million and $8.0 million, respectively.
Other Non-Operating Loss (Income)
Other non-operating loss (income) increased by $2.1 millionto income of $0.4 millionfor the three months ended
March 31, 2025, as compared to a loss of $1.8 millionin the same period in the prior year. For the three months ended
March 31, 2025, Other non-operating loss (income) consisted of $0.3 million of seller reimbursement of acquisition-related
retention incentives and $0.1 million of sublease income. For the three months ended March 31, 2024, Other non-operating
loss (income) consisted of $1.9 million of expense related to fees associated with our term loan repricing offset by $0.1
million of sublease income.
Income Before Income Taxes
Income before income taxes increased $3.9 millionfrom $47.1 millionto $51.0 millionfor the three months ended
March 31, 2025, compared to the same period in the prior year as a result of the factors described above.
Income Tax Expense
Income tax expense increased $49.0 millionfrom $6.4 millionto $55.4 millionfor the three months ended March 31, 2025,
compared to the same period in the prior year primarily as a result of $48.1 million of income tax expense recognized as a
result of the Common Control Reorganization ("CCR") subsequent to the Velocity acquisition in the first quarter of 2025.
Net Income (Loss)
Net income (loss) decreased $45.1 million from income of $40.7 millionto a loss of $4.4 millionfor the three months
ended March 31, 2025, compared to the same period in the prior year as a result of the factors described above.
Non-GAAP Financial Measures and Key Performance Indicators
In assessing the performance of our business, we use non-GAAP financial measures that are derived from our consolidated
financial information, but which are not presented in our consolidated financial statements prepared in accordance with
GAAP. We consider these non-GAAP financial measures to be useful metrics for management and investors to facilitate
operating performance comparisons from period to period by excluding potential differences caused by variations in capital
39
structures, tax positions, depreciation, amortization, and certain other items that we believe are not representative of our
core business. We use the following non-GAAP measures for business planning purposes, in measuring our performance
relative to that of our competitors, to help investors to understand the nature of our growth, and to enable investors to
evaluate the run-rate performance of the Company. Non-GAAP financial measures should be viewed as supplementing,
and not as an alternative or substitute for, the consolidated financial statements prepared and presented in accordance with
GAAP. The footnotes to the reconciliation tables below should be read in conjunction with the unaudited consolidated
quarterly financial statements. Industry peers may provide similar supplemental information but may not define similarly
named metrics in the same way we do and may not make identical adjustments.
Organic Revenue Growth Rate
Organic Revenue Growth Rate is defined as the percentage change in Net commissions and fees, as compared to the same
period for the prior year, adjusted to eliminate revenue attributable to acquisitions for the first twelve months of ownership,
revenue attributable to sold businesses for the subsequent twelve months after the sale, and other items such as contingent
commissions and the impact of changes in foreign exchange rates.
For the avoidance of doubt, prior period references in the tables below represent the same period in the prior year. A
reconciliation of Organic revenue growth rate to Net commissions and fees growth rate, the most directly comparable
GAAP measure, for each of the periods indicated is as follows (in percentages):
Three Months Ended
March 31,
(in thousands, except percentages)
2025
2024
Current period Net commissions and fees revenue
$676,128
$537,887
Less: Current period contingent commissions
(30,463)
(24,503)
Less: Revenue attributable to sold businesses
(146)
-
Net Commissions and fees revenue
excluding contingent commissions
$645,519
$513,385
Prior period Net commissions and fees revenue
$537,887
$447,513
Less: Prior year contingent commissions
(24,503)
(21,635)
Less: Revenue attributable to sold businesses
(539)
-
Prior period Net commissions and fees revenue
excluding contingent commissions
$512,845
$425,878
Change in Net commissions and fees revenue excluding contingent commissions
$132,674
$87,507
Less: Mergers and acquisitions Net commissions and fees revenue excluding contingent
commissions
(67,155)
(28,539)
Impact of change in foreign exchange rates
430
(323)
Organic revenue growth (Non-GAAP)
$65,949
$58,644
Net commissions and fees revenue growth rate (GAAP)
25.7 %
20.2 %
Less: Impact of contingent commissions (1)
0.2
0.3
Net commissions and fees revenue
excluding contingent commissions growth rate (2)
25.9 %
20.5 %
Less: Mergers and acquisitions Net commissions and fees revenue excluding contingent
commissions (3)
(13.1)
(6.7)
Impact of change in foreign exchange rates (4)
0.1
(0.1)
Organic Revenue Growth Rate (Non-GAAP)
12.9 %
13.7 %
(1)Calculated by subtracting Net commissions and fees revenue growth rate from net commissions and fees revenue
excluding contingent commissions growth rate and revenue from sold businesses.
(2)Calculated by dividing the change in Total net commissions & fees revenue excluding contingent commissions by prior
year net commissions and fees excluding contingent commissions and revenue from sold businesses.
40
(3)Calculated by taking the mergers and acquisitions net commissions and fees revenue excluding contingent
commissions, representing the first 12 months of net commissions and fees revenue generated from acquisitions,
divided by prior period net commissions and fees revenue excluding contingent commissions and revenue from sold
businesses.
(4)Calculated by taking the change in foreign exchange rates divided by prior period net commissions and fees revenue
excluding contingent commissions and revenue from sold businesses.
Adjusted Compensation and Benefits Expense and Adjusted Compensation and Benefits Expense Ratio
We define Adjusted compensation and benefits expense as Compensation and benefits expense adjusted to reflect items
such as (i) equity-based compensation, (ii) acquisition and restructuring related compensation expense, and (iii) other
exceptional or non-recurring items, as applicable. The most comparable GAAP financial metric is Compensation and
benefits expense. Adjusted compensation and benefits expense ratio is defined as Adjusted compensation and benefits
expense as a percentage of Total revenue. The most comparable GAAP financial metric is Compensation and benefits
expense ratio.
A reconciliation of Adjusted compensation and benefits expense and Adjusted compensation and benefits expense ratio to
Compensation and benefits expense and Compensation and benefits expense ratio, the most directly comparable GAAP
measures, for each of the periods indicated, is as follows:
Three Months Ended
March 31,
(in thousands, except percentages)
2025
2024
Total revenue
$690,166
$552,046
Compensation and benefits expense
$430,289
$373,527
Acquisition-related expense
(3,479)
(226)
Acquisition related long-term incentive compensation
(8,331)
1,627
Restructuring and related expense
-
(26,184)
Amortization and expense related to discontinued prepaid incentives
(1,178)
(1,412)
Equity-based compensation
(14,569)
(9,515)
Initial public offering related expense
(5,304)
(7,795)
Adjusted compensation and benefits expense (1)
$397,428
$330,022
Compensation and benefits expense ratio
62.3 %
67.7 %
Adjusted compensation and benefits expense ratio
57.6 %
59.8 %
(1)Adjustments to Compensation and benefits expense are described in the definition of Adjusted EBITDAC to Net
income (loss) in "Adjusted EBITDAC and Adjusted EBITDAC Margin."
Adjusted General and Administrative Expense and Adjusted General and Administrative Expense Ratio
We define Adjusted general and administrative expense as General and administrative expense adjusted to reflect items
such as (i) acquisition and restructuring general and administrative related expense and (ii) other exceptional or non-
recurring items, as applicable. The most comparable GAAP financial metric is General and administrative expense.
Adjusted general and administrative expense ratio is defined as Adjusted general and administrative expense as a
percentage of Total revenue. The most comparable GAAP financial metric is General and administrative expense ratio.
41
A reconciliation of Adjusted general and administrative expense and Adjusted general and administrative expense ratio to
General and administrative expense and General and administrative expense ratio, the most directly comparable GAAP
measures, for each of the periods indicated is as follows:
Three Months Ended
March 31,
(in thousands, except percentages)
2025
2024
Total revenue
$690,166
$552,046
General and administrative expense
$106,060
$75,867
Acquisition-related expense
(13,823)
(8,211)
Restructuring and related expense
-
(2,854)
Adjusted general and administrative expense (1)
$92,237
$64,802
General and administrative expense ratio
15.4 %
13.7 %
Adjusted general and administrative expense ratio
13.4 %
11.7 %
(1)Adjustments to General and administrative expense are described in the definition of Adjusted EBITDAC to Net
income (loss) in "Adjusted EBITDAC and Adjusted EBITDAC Margin."
Adjusted EBITDAC and Adjusted EBITDAC Margin
We define Adjusted EBITDAC as Net income (loss) before Interest expense, net, Income tax expense, Depreciation,
Amortization, and Change in contingent consideration, adjusted to reflect items such as (i) equity-based compensation, (ii)
acquisition and restructuring related expenses, and (iii) other exceptional or non-recurring items, as applicable.
Acquisition-related expense includes one-time diligence, transaction-related, and integration costs. Acquisition-related
expense includes a $2.5 million charge for the three months ended March 31, 2024, related to a deal-contingent foreign
exchange forward contract associated with the Castel acquisition. The remaining charges in both years represent typical
one-time diligence, transaction-related, and integration costs. Acquisition-related long-term incentive compensation arises
from changes to long-term incentive plans associated with acquisitions. Restructuring and related expense consists of
compensation and benefits, occupancy, contractors, professional services, and license fees related to the ACCELERATE
2025 program, which concluded at the end of 2024. The compensation and benefits expense included severance as well as
employment costs related to services rendered between the notification and termination dates and other termination
payments. Amortization and expense is composed of charges related to discontinued prepaid incentive programs. For the
three months ended March 31, 2025, Other non-operating loss (income) consisted of $0.3 million of seller reimbursement
of acquisition-related retention incentives and $0.1 million of sublease income. For the three months ended March 31,
2024, Other non-operating loss (income) consisted of $1.9 million of expense related to fees associated with our term loan
repricing offset by $0.1 million of sublease income. Equity-based compensation reflects non-cash equity-based expense.
IPO related expenses include compensation-related expense primarily related to the expense for new awards issued at IPO
as well as expense related to the revaluation of existing equity awards at IPO.
Total revenue less Adjusted compensation and benefits expense and Adjusted general and administrative expense is
equivalent to Adjusted EBITDAC. For a breakout of compensation and general and administrative costs for each addback,
refer to the Adjusted compensation and benefits expense and Adjusted general and administrative expense tables above.
The most directly comparable GAAP financial metric to Adjusted EBITDAC is Net income (loss). Adjusted EBITDAC
margin is defined as Adjusted EBITDAC as a percentage of Total revenue. The most comparable GAAP financial metric is
Net income (loss) margin.
42
A reconciliation of Adjusted EBITDAC and Adjusted EBITDAC margin to Net income (loss) and Net income (loss)
margin, the most directly comparable GAAP measures, for each of the periods indicated is as follows:
Three Months Ended
March 31,
(in thousands, except percentages)
2025
2024
Total revenue
$690,166
$552,046
Net income (loss)
$(4,389)
$40,677
Interest expense, net
54,508
29,400
Income tax expense
55,430
6,426
Depreciation
2,639
2,080
Amortization
64,985
27,988
Change in contingent consideration (1)
(14,042)
(65)
EBITDAC
$159,131
$106,506
Acquisition-related expense
17,302
8,437
Acquisition related long-term incentive compensation
8,331
(1,627)
Restructuring and related expense
-
29,038
Amortization and expense related to discontinued prepaid incentives
1,178
1,412
Other non-operating loss (income)
(377)
1,752
Equity-based compensation
14,569
9,515
IPO related expenses
5,304
7,795
(Income) from equity method investments in related party
(4,937)
(5,606)
Adjusted EBITDAC
$200,501
$157,222
Net income (loss) margin
(0.6)%
7.4 %
Adjusted EBITDAC margin
29.1 %
28.5 %
(1)For the three months ended March 31, 2025, Change in contingent consideration included a $12.4 milliondecrease in
valuation of the US Assure contingent consideration as a result of increased loss ratios impacting projected profit
commissions.
Adjusted Net Income and Adjusted Net Income Margin
We define Adjusted net income as tax-effected earnings before amortization and certain items of income and expense,
gains and losses, equity-based compensation, acquisition related long-term incentive compensation, acquisition-related
expenses, costs associated with the IPO, and certain exceptional or non-recurring items. The most comparable GAAP
financial metric is Net income (loss). Adjusted net income margin is calculated as Adjusted net income as a percentage of
Total revenue. The most comparable GAAP financial metric is Net income (loss) margin.
Following the IPO, the Company is subject to United States federal income taxes, in addition to state, local, and foreign
taxes, with respect to our allocable share of any net taxable income of the LLC. For comparability purposes, this
calculation incorporates the impact of federal and state statutory tax rates on 100% of our adjusted pre-tax income as if the
Company owned 100% of the LLC.
43
A reconciliation of Adjusted net income and Adjusted net income margin to Net income (loss) and Net income (loss)
margin, the most directly comparable GAAP measures, for each of the periods indicated is as follows:
Three Months Ended
March 31,
(in thousands, except percentages)
2025
2024
Total revenue
$690,166
$552,046
Net income (loss)
$(4,389)
$40,677
Income tax expense
55,430
6,426
Amortization
64,985
27,988
Amortization of deferred debt issuance costs (1)
2,374
3,409
Change in contingent consideration
(14,042)
(65)
Acquisition-related expense
17,302
8,437
Acquisition related long-term incentive compensation
8,331
(1,627)
Restructuring and related expense
-
29,038
Amortization and expense related to discontinued prepaid incentives
1,178
1,412
Other non-operating loss (income)
(377)
1,752
Equity-based compensation
14,569
9,515
IPO related expenses
5,304
7,795
(Income) from equity method investments in related party
(4,937)
(5,606)
Adjusted income before income taxes (2)
$145,728
$129,151
Adjusted income tax expense (3)
(37,889)
(33,734)
Adjusted net income
$107,839
$95,417
Net income (loss) margin
(0.6)%
7.4 %
Adjusted net income margin
15.6 %
17.3 %
(1)Interest expense, net includes amortization of deferred debt issuance costs.
(2)Adjustments to Net income (loss) are described in the definition of Adjusted EBITDAC to Net income (loss) in
"Adjusted EBITDAC and Adjusted EBITDAC Margin."
(3)The Company is subject to United States federal income taxes, in addition to state, local, and foreign taxes, with respect
to our allocable share of any net taxable income of the LLC. For the three and threemonths ended March 31, 2025, this
calculation of adjusted income tax expense is based on a federal statutory rate of 21%and a combined state income tax
rate net of federal benefits of 5.00%on 100% of our adjusted income before income taxes as if the Company owned
100% of the LLC. For the three and threemonths ended March 31, 2024, this calculation of adjusted income tax
expense is based on a federal statutory rate of 21%and a combined state income tax rate net of federal benefits of
5.12%on 100% of our adjusted income before income taxes as if the Company owned 100% of the LLC.
Adjusted Diluted Earnings Per Share
We define Adjusted diluted earnings per share as Adjusted net income divided by diluted shares outstanding after adjusting
for the effect if 100% of the outstanding LLC Common Units (together with the shares of Class B common stock), vested
Class C Incentive Units, and unvested equity awards were exchanged into shares of Class A common stock as if 100% of
unvested equity awards were vested. The most directly comparable GAAP financial metric is Diluted earnings per share.
44
A reconciliation of Adjusted diluted earnings per share to Diluted earnings per share, the most directly comparable GAAP
measure, for each of the periods indicated is as follows:
Three Months Ended
March 31,
2025
2024
Earnings (loss) per share of Class A common stock - diluted
$(0.22)
$0.13
Less: Net income attributed to dilutive shares and substantively vested RSUs (1)
-
(0.07)
Plus: Impact of all LLC Common Units exchanged for Class A shares (2)
0.20
0.09
Plus: Adjustments to Adjusted net income (3)
0.43
0.20
Plus: Dilutive impact of unvested equity awards (4)
(0.02)
-
Adjusted diluted earnings per share
$0.39
$0.35
(Share count in '000)
Weighted-average shares of Class A common stock outstanding - diluted
125,420
269,922
Plus: Impact of all LLC Common Units exchanged for Class A shares (2)
136,064
-
Plus: Dilutive impact of unvested equity awards (4)
17,783
4,854
Adjusted diluted earnings per share diluted share count
279,267
274,776
(1)Adjustment removes the impact of Net income (loss) attributed to dilutive awards and substantively vested RSUs to
arrive at Net income (loss) attributable to Ryan Specialty Holdings, Inc. For the three months ended March 31, 2025
and 2024, this removes $0.0 millionand $17.7 millionof Net income (loss), respectively, on 125.4 millionand 269.9
millionWeighted-average shares of Class A common stock outstanding - diluted, respectively. See "Note 9, Earnings
(Loss) Per Share" of the unaudited quarterly consolidated financial statements.
(2)For comparability purposes, this calculation incorporates the Net income (loss) that would be distributable if all LLC
Common Units (together with shares of Class B common stock). For the three months ended March 31, 2025and 2024,
this includes $23.3 millionand $24.1 millionof Net income (loss), respectively, on 261.5 million and 269.9 million
Weighted-average shares of Class A common stock outstanding - diluted, respectively. For the three months ended
March 31, 2024, 140.4 millionweighted average outstanding LLC Common Units were considered dilutive and
included in the 269.9 millionWeighted-average shares of Class A common stock outstanding - diluted within Diluted
EPS. See "Note 9, Earnings (Loss) Per Share" of the unaudited quarterly consolidated financial statements.
(3)Adjustments to Adjusted net income are described in the footnotes of the reconciliation of Adjusted net income to Net
income (loss) in "Adjusted Net Income and Adjusted Net Income Margin" on 261.5 million and 269.9 million
Weighted-average shares of Class A common stock outstanding - diluted for the three months ended March 31, 2025
and 2024, respectively.
(4)For comparability purposes and to be consistent with the treatment of the adjustments to arrive at Adjusted net income,
the dilutive effect of unvested equity awards as well as outstanding vested options and vested Class C Incentive Units is
calculated using the treasury stock method as if the weighted-average unrecognized cost associated with the awards was
$0 over the period, less any unvested equity awards determined to be dilutive within the Diluted EPS calculation
disclosed in "Note 9, Earnings (Loss) Per Share" of the unaudited quarterly consolidated financial statements. For the
three months ended March 31, 2025and 2024, 17.8 millionand 4.9 millionshares were added to the calculation,
respectively.
Liquidity and Capital Resources
Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business
operations. We believe that the balance sheet and strong cash flow profile of our business provides adequate liquidity. The
primary sources of liquidity are Cash and cash equivalents on the Consolidated Balance Sheets, cash flows provided by
operations, and debt capacity available under our Revolving Credit Facility, Term Loan, and Senior Secured Notes. The
primary uses of liquidity are operating expenses, seasonal working capital needs, business combinations, capital
expenditures, obligations under the TRA, taxes, distributions to LLC Unitholders, and dividends to Class A common
stockholders. We believe that Cash and cash equivalents, cash flows from operations, and amounts available under our
Revolving Credit Facility will be sufficient to meet liquidity needs, including principal and interest payments on debt
obligations, capital expenditures, and anticipated working capital requirements, for the next 12 months and beyond. Our
45
future capital requirements will depend on many factors including continuance of historical working capital levels and
capital expenditure needs, investment in de novo offerings, and the flow of deals in our merger and acquisition program.
On February 20, 2025, our Board declared a regular quarterly dividend of $0.12per share on our outstanding Class A
common stock. $0.07of the regular quarterly dividend was funded by current and prior tax distributions from the LLC that
are in excess of both the corporate income taxes payable by the Company as well as the Company's obligations pursuant to
the Tax Receivable Agreement. The remaining $0.05of the regular quarterly dividend was funded by free cash flow from
the LLC and paid to all holders of the Class A common stock and LLC Common Units.
We may be required to seek additional equity or debt financing. In the event that additional financing is required from
outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital
or generate cash flows necessary to expand our operations, this could reduce our ability to compete successfully and harm
the results of our operations.
Cash and cash equivalents on the Consolidated Balance Sheets include funds available for general corporate purposes.
Fiduciary cash and receivables cannot be used for general corporate purposes. Insurance premiums, claims funds, and
surplus lines taxes are held in a fiduciary capacity and the obligation to remit these funds are recorded as Fiduciary
liabilities on the Consolidated Balance Sheets. We recognize fiduciary amounts due to others as Fiduciary liabilities and
fiduciary amounts collectible and held on behalf of others, including insurance carriers, other insurance intermediaries,
surplus lines taxing authorities, clients, and insurance policy holders, as Fiduciary cash and receivables on the Consolidated
Balance Sheets.
In our capacity as an insurance broker or agent, we collect premiums from insureds and, after deducting our commission,
remit the premiums to the respective insurance markets and carriers. We also collect claims prefunding or refunds from
carriers on behalf of insureds, which are then returned to the insureds, and surplus lines taxes, which are then remitted to
surplus lines taxing authorities. Insurance premiums, claims funds, and surplus lines taxes are held in a fiduciary capacity.
The levels of Fiduciary cash and receivables and Fiduciary liabilities can fluctuate significantly depending on when we
collect the premiums, claims prefunding, and refunds, make payments to markets, carriers, surplus lines taxing authorities,
and insureds, and collect funds from clients and make payments on their behalf, and upon the impact of foreign currency
movements. Fiduciary cash, because of its nature, is generally invested in very liquid securities with a focus on
preservation of principal. To minimize investment risk, we maintain cash holdings pursuant to an investment policy which
contemplates all relevant rules established by states with regard to fiduciary cash and is approved by our Board of
Directors. The policy requires broad diversification of holdings across a variety of counterparties utilizing limits set by our
Board of Directors, primarily based on credit rating and type of investment. Fiduciary cash and receivables included cash
of $1,108.3 millionand $955.9 millionas of March 31, 2025and 2024, respectively, and fiduciary receivables of $2,780.4
millionand $2,225.5 millionas of March 31, 2025and 2024, respectively. While we may earn interest income on fiduciary
cash held in cash and investments, the fiduciary cash may not be used for general corporate purposes. Of the $203.5 million
of Cash and cash equivalents on the Consolidated Balance Sheet as of March 31, 2025, $94.4 millionwas held in fiduciary
accounts representing collected revenue and was available to be transferred to operating accounts and used for general
corporate purposes.
Credit Facilities
We expect to have sufficient financial resources to meet our business requirements for the next 12 months. Although cash
from operations is expected to be sufficient to service our activities, including servicing our debt and contractual
obligations, and financing capital expenditures, we have the ability to borrow under our Revolving Credit Facility to
accommodate any timing differences in cash flows. Additionally, under current market conditions, we believe that we
could access capital markets to obtain debt financing for longer-term funding, if needed.
On February 3, 2022, the LLC issued $400.0 millionof 8-year Senior Secured Notes. The notes have a 4.375%interest rate
and will mature on February 1, 2030.
On January 19, 2024, we entered into the Fifth Amendment to the Credit Agreement, which reduced the applicable interest
rate of the Term Loan from Adjusted Term SOFR + 3.00%to Adjusted Term SOFR + 2.75% and no longer contains a
credit spread adjustment. All other material provisions remain unchanged.
On July 30, 2024, the Company entered into the Sixth Amendment to the Credit Agreement, which provided for an
increase in borrowing capacity under the Revolving Credit Facility from $600.0 million to $1,400.0 million. The
amendment also extended the maturity date of the Revolving Credit Facility to July 30, 2029, and reduced the applicable
interest rate from Adjusted Term SOFR plus a margin of 2.50% to 3.00% to Adjusted Term SOFR plus a margin of 2.00%
to 2.50%, based on the first lien net leverage ratio defined in the Credit Agreement.
46
On September 13, 2024, the Company entered into the Seventh Amendment to the Credit Agreement, which refinanced the
existing Term Loan in the aggregate principal amount of $1,588.1 million outstanding as of June 30, 2024, and increased
the size of the Term Loan by $111.9 million to $1,700.0 million as of September 30, 2024. In addition to increasing the
size of the Term Loan, the Seventh Amendment reduced the applicable interest rate of the Term Loan from Adjusted Term
SOFR plus a margin of 2.75% to Adjusted Term SOFR plus a margin of 2.25% and lowered the 75 basis point floor on
Adjusted Term SOFR to a 0 basis point floor. Upon achievement of a stable (or better) corporate family rating from
Moody's of Ba3 or better, the applicable interest rate of the Term Loan will be revised to Adjusted Term SOFR plus a
margin of 2.00%.
On September 19, 2024, the LLC issued $600.0 million of 8-year Senior Secured Notes. On December 9, 2024, the LLC
issued an additional $600.0 million of its 2032 Senior Secured Notes as "additional notes" under a supplement to the
indenture dated as of September 2024. All of the 2032 Senior Secured Notes carry a 5.875% interest rate and will mature
on August 1, 2032.
As of March 31, 2025, the interest rate on the Term Loan was 2.25%plus Adjusted Term SOFR.
As of March 31, 2025, the Company was in compliance with all of the covenants under the Credit Agreement and there
were no events of default for the threemonths ended March 31, 2025.
Tax Receivable Agreement
The Company is party to a TRA with current and certain former LLC Unitholders. The TRA provides for the payment by
the Company, to current and certain former LLC Unitholders, of 85% of the net cash savings, if any, in U.S. federal, state,
and local income taxes that the Company realizes (or is deemed to realize in certain circumstances) as a result of (i) certain
increases in the tax basis of the assets of the LLC resulting from purchases or exchanges of LLC Common Units
("Exchange Tax Attributes"), (ii) certain tax attributes of the LLC that existed prior to the IPO ("Pre-IPO M&A Tax
Attributes"), (iii) certain favorable "remedial" partnership tax allocations to which the Company becomes entitled to (if
any), and (iv) certain other tax benefits related to the Company entering into the TRA, including tax benefits attributable to
payments that the Company makes under the TRA ("TRA Payment Tax Attributes"). The Company recognizes a liability
on the Consolidated Balance Sheets based on the undiscounted estimated future payments under the TRA.
Due to the uncertainty of various factors, we cannot precisely quantify the likely tax benefits we will realize as a result of
the LLC Common Unit exchanges and the resulting amounts we are likely to pay out to current and certain former LLC
Unitholders pursuant to the TRA; however, we estimate that such tax benefits and the related TRA payments may be
substantial. As set forth in the table below, and assuming no changes in the relevant tax law and that we earn sufficient
taxable income to realize all cash tax savings that are subject to the TRA, we expect future payments under the TRA as a
result of transactions as of March 31, 2025, will be $447.4 millionin aggregate. Future payments in respect to subsequent
exchanges would be in addition to these amounts and are expected to be substantial. The foregoing amounts are merely
estimates and the actual payments could differ materially. In the highly unlikely event of an early termination of the TRA
(e.g., a default by the Company or a Change of Control) the Company is required to pay to each holder of the TRA an early
termination payment equal to the discounted present value of all unpaid TRA payments. The Company has not made, and
is not likely to make, an election for an early termination. We expect to fund future TRA payments with tax distributions
from the LLC that come from cash on hand and cash generated from operations.
(in thousands)
Exchange Tax
Attributes
Pre-IPO M&A
Tax Attributes
TRA Payment
Tax Attributes
TRA
Liabilities
Balance at December 31, 2024
$253,233
$83,415
$99,648
$436,296
Exchange of LLC Common Units
7,994
627
2,469
11,090
Balance at March 31, 2025
$261,227
$84,042
$102,117
$447,386
Total expected estimated tax savings from each of the tax attributes associated with the TRA as of March 31, 2025, were
$526.3 millionconsisting of (i) Exchange Tax Attributes of $307.3 million, (ii) Pre-IPO M&A Tax Attributes of $98.9
million, and (iii) TRA Payment Tax Attributes of $120.1 million. The Company will retain the benefit of 15% of these cash
savings.
47
Comparison of Cash Flows for the Three Months Ended March 31, 2025and 2024
Cash and cash equivalents decreased $461.9 millionfrom $665.4 millionat March 31, 2024, to $203.5 millionat March 31,
2025. A summary of the Company's cash flows provided by and used for continuing operations from operating, investing,
and financing activities is as follows:
Cash Flows From Operating Activities
Cash flows used in operating activities for the threemonths ended March 31, 2025, were $142.8 million, an increase of
$26.3 millioncompared to the threemonths ended March 31, 2024. This increase in cash flows used in operating activities
was driven by a decreasein Net income of $45.1 million, a decrease in Other current and non-current assets and Other
current and non-current accrued liabilities of $49.5 million, a decrease in Accrued interest liability of $17.8 million, and an
increase in Commissions and fees receivable - net of $12.3 million. These increases in cash flows used in operating
activities were offset by an increaseof $48.1 millionin Deferred income tax expense from the CCR associated with the
Velocity acquisition, an increaseof $37.0 millionin Amortization associated with recent acquisitions, and an increaseof
$9.9 millionin Prepaid and deferred compensation expense. The change in Other current and non-current accrued liabilities
was primarily driven by an increase in discretionary incentive, formulaic incentive, and commission bonus payments due to
organic and inorganic growth in the business and an increase in acquisition contingent consideration payments. The
decrease in Accrued interest liability was associated with the payment of bond interest in the first quarter of 2025.
Cash Flows From Investing Activities
Cash flows used for investing activities during the threemonths ended March 31, 2025, were $573.0 million, an increase of
$565.4 millioncompared to the $7.6 millionof cash flows used for investing activities during the threemonths ended
March 31, 2024. The main driver of the cash flows used for investing activities in the threemonths ended March 31, 2025,
was $555.6 millionfor Business combinations - net of cash acquired and cash held in a fiduciary capacity and $16.7
millionof Capital expenditures, compared to $7.6 millionof Capital expenditures for the threemonths ended March 31,
2024.
Cash Flows From Financing Activities
Cash flows provided by financing activities during the threemonths ended March 31, 2025, were $336.8 million, an
increaseof $347.0 millioncompared to cash flows used in financing activities of $10.2 millionduring the threemonths
ended March 31, 2024. The main drivers of cash flows provided by financing activities during the threemonths ended
March 31, 2025, were Borrowings on Revolving Credit Facility (net of repayments) of $424.1 million offset by Net change
in fiduciary liabilities of $36.1 million, Payment of contingent consideration of $25.2 million, Dividends paid to Class A
common shareholders of $15.1 million, Distributions to non-controlling LLC Unitholders of $6.8 million, Repayment of
term debt of $4.3 million, and Debt issuance costs paid of $1.5 million. The main drivers of cash flows used in financing
activities during the threemonths ended March 31, 2024, were Dividends paid to Class A common shareholders of $40.0
million, Distributions to non-controlling LLC Unitholders of $5.6 million, and Payment of accrued return on Ryan Re
preferred units of $1.9 millionoffset by the Net change in fiduciary liabilities of $37.3 million.
48
Contractual Obligations and Commitments
Our principal commitments consist of contractual obligations in connection with investing and operating activities. These
obligations are described within "Note 6, Debt" in the notes to our unaudited consolidated financial statements, where we
provide further description on provisions that create, increase, or accelerate obligations, or other pertinent data to the extent
necessary for an understanding of the timing and amount of the specified contractual obligations.
Within Current accrued compensation and Non-current accrued compensation we have various long-term incentive
compensation agreements accrued for. These agreements are typically associated with an acquisition. Below we have
outlined the liabilities accrued as of March 31, 2025, the projected future expense, and the projected timing of future cash
outflows associated with these arrangements.
Long-term Incentive Compensation Agreements
(in thousands)
March 31, 2025
Current accrued compensation
$11,869
Non-current accrued compensation
15,424
Total liability
$27,293
Projected future expense
34,414
Total projected future cash outflows
$61,707
Projected Future Cash Outflows
(in thousands)
2025
$11,677
2026
6,771
2027
14,605
2028
28,603
Thereafter
$51
Within "Note 3, Mergers and Acquisitions" in the notes to our unaudited consolidated financial statements we discuss
various contingent consideration arrangements and their impact. Below we have outlined the liabilities accrued as of
March 31, 2025, the projected future expense, and the projected timing of future cash outflows associated with these
contingent consideration agreements.
Contingent Consideration
(in thousands)
March 31, 2025
Current accounts payable and accrued liabilities
$5,614
Other non-current liabilities
90,719
Total liability
$96,333
Projected future expense
11,756
Total projected future cash outflows
$108,089
Projected Future Cash Outflows
(in thousands)
2025
$5,539
2026
17,853
2027
84,696
2028
-
Thereafter
$-
49
Critical Accounting Policies and Estimates
The methods, assumptions, and estimates that we use in applying the accounting policies may require us to apply
judgments regarding matters that are inherently uncertain. We consider an accounting policy to be a critical estimate if (i)
the Company must make assumptions that were uncertain when the judgment was made and (ii) changes in the estimate
assumptions, or selection of a different estimate methodology, could have a significant impact on our financial position and
the results that we will report in the consolidated financial statements. While we believe that the estimates, assumptions,
and judgments are reasonable, they are based on information available when the estimate was made. The accounting
policies that we believe reflect our more significant estimates, judgments, and assumptions that are most critical to
understanding and evaluating our reported financial results are: revenue recognition, business combinations, goodwill and
intangibles, income taxes, and tax receivable agreement liabilities.
Our critical accounting policies are described under the heading "Management's Discussion and Analysis of Financial
Condition and Results of Operations-Critical Accounting Policies"in the Annual Report on Form 10-K for the year
ended December 31, 2024, filed with the SEC on February 21, 2025. Additionally, the changes, if any, to our critical
accounting policies and estimates disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024, are
included in "Note 1, Basis of Presentation," to our unaudited consolidated financial statements.
Recent Accounting Pronouncements
For a description of recently adopted accounting pronouncements and recently issued accounting standards not yet adopted
(if any), see "Note 1, Basis of Presentation" in the notes to our unaudited consolidated financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We are exposed to various market risks in our day-to-day operations. Market risk is the potential loss arising from adverse
changes in market rates and prices, such as interest and foreign currency exchange rates.
Foreign Currency Risk
For the threemonths ended March 31, 2025, approximately 6%of revenues were generated from activities in the United
Kingdom, Europe, Canada, India, and Singapore. We are exposed to currency risk from the potential changes between the
exchange rates of the US Dollar, British Pound, Euro, Swedish Krona, Danish Krone, Canadian Dollar, Singapore Dollar,
and other currencies. The exposure to foreign currency risk from the potential changes between the exchange of USD and
other currencies is immaterial.
Interest Rate Risk and Credit Risk
Certain of the Company's revenues, expenses, assets, and liabilities are exposed to the impact of interest rate changes.
Interest rate risk and credit risk to counterparties generated from the Company's Cash and cash equivalents, and Cash and
cash equivalents held in a fiduciary capacity, will fluctuate with the general level of interest rates.
As of March 31, 2025, we had $1,695.8 millionof outstanding principal on our Term Loan borrowings, which bears
interest on a floating rate, subject to a 0.0%floor. We are subject to Adjusted Term SOFR interest rate changes and
exposure in excess of the floor. The fair value of the Term Loan approximates the carrying amount as of March 31, 2025
and December 31, 2024, as determined based upon information available.
On April 7, 2022, the Company entered into an interest rate cap agreement to manage its exposure to interest rate
fluctuations related to the Company's Term Loan for an upfront cost of $25.5 million. The interest rate cap has a $1,000.0
millionnotional amount, 2.75%strike, and terminates on December 31, 2025.
50
Based on the below balances as of March 31, 2025, the impact of a hypothetical 100 basis point (BPS) increase or decrease
in quarter-end prevailing short-term interest rates for one year would be:
(in thousands)
Balance at
March 31, 2025
100 BPS
Increase
100 BPS
Decrease
Cash and cash equivalents
$203,549
$(2,035)
$2,035
Term Loan principal outstanding (1)
1,695,800
16,958
(16,958)
Interest rate cap notional amount (2)
1,000,000
(10,000)
10,000
Net exposure to Interest expense, net
$4,923
$(4,923)
Cash and cash equivalents held in a fiduciary capacity
1,108,317
11,083
$(11,083)
Net exposure to Fiduciary investment income
$11,083
$(11,083)
Impact to Net income
$6,161
$(6,161)
(1)To the extent SOFR falls below 0.0%, the impact of the change in interest rates is zero.
(2)To the extent interest rates fall below 2.75%, the impact of the change in interest rates is zero.
In addition to interest rate risk, our cash investments and fiduciary cash holdings are subject to potential loss of value due
to counterparty credit risk. To minimize this risk, the Company and its subsidiaries hold funds pursuant to an investment
policy approved by our Board. The policy mandates the preservation of principal and liquidity and requires broad
diversification with counter-party limits assigned based primarily on credit rating and type of investment. The Company
carefully monitors its cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity, and plans to
further restrict the portfolio as appropriate with respect to market conditions. The majority of Cash and cash equivalents
and Cash and cash equivalents held in a fiduciary capacity are held in demand deposit accounts and short-term investments,
consisting principally of AAA-rated money market funds and treasury bills, having original maturities of 90 days or less.
Other financial instruments consist of Cash and cash equivalents, Commissions and fees receivable - net, Other current
assets, and Accounts payable and accrued liabilities. The carrying amounts of Cash and cash equivalents, Commissions and
fees receivable - net, and Accounts payable and accrued liabilities approximate fair value because of the short-term nature
of the instruments.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain "disclosure controls and procedures," as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), that are designed to provide reasonable assurance that
information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that
information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is
accumulated and communicated to our management, including our principal executive and principal financial officers, as
appropriate, to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive
officer and principal financial officer have concluded that as of March 31, 2025, our disclosure controls and procedures
were effective at the reasonable assurance level.
Changes in Internal Control
There have been no changes in internal control over financial reporting during the quarter ended March 31, 2025, that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations of Internal Control Over Financial Reporting
Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives as
specified above. Management does not expect, however, that our disclosure controls and procedures will prevent or detect
all errors and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and
51
can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can
provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of
fraud, if any, within the Company have been detected.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may be involved in various legal proceedings and subject to claims that arise in the ordinary course
of business. Although the results of litigation and claims are inherently unpredictable and uncertain, we are not presently a
party to any litigation the outcome of which, we believe, if determined adversely to us, would individually or taken
together have a material adverse effect on our business, operating results, cash flows or financial condition.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors disclosed under the heading "Risk Factors" in our annual report on
Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 21, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER
PURCHASES OF EQUITY SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Insider Trading Arrangements and Policies
During the quarter ended March 31, 2025, Mark S. Katz, Executive Vice President, General Counsel and Corporate
Secretary, adopteda "Rule 10b5-1 trading arrangement" on March 14, 2025(as such term is defined in Item 408(a) of
Regulation S-K) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a
"10b5-1 Plan") to sell a number of shares of Class A common stock issuable upon conversion of up to 22,000Class C
Incentive Units of New LLC (the "Class C Units"), between the first potential sale date on June 13, 2025 and the expiration
of his 10b5-1 Plan on November 1, 2025. The Class C Units are profits interests with a participation threshold, as of March
31, 2025, of $23.29. Pursuant to the terms of the award agreement for the Class C Units, the participation threshold is
adjusted downward for distributions that the LLC makes to the Company. When the value of the Class A common stock
exceeds the participation threshold of the Class C Units, the vested profits interests may be exchanged for LLC Common
Units of equal value where the value of each Class C Unit is equal to the difference between the 20-day VWAP of the
Class A common stock immediately preceding the date of exchange and the participation threshold. On exchange, the LLC
Common Units are immediately redeemed on a one-for-one basis for Class A common stock of the Company. For more
information regarding Class C Incentive Units of New LLC and applicable participation threshold information, see "Note
8, Equity-Based Compensation" of the unaudited quarterly consolidated financial statements included herein.
52
Item 6. Exhibits
The following is a list of all exhibits filed or furnished as part of this report:
Exhibit
Number
Description
3.1
3.2
3.3
4.1
4.2
4.3
4.4
4.5
4.6
10.1
10.2
10.3
10.4
10.5
10.6
10.7
53
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
19.1
31.1
Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.2
Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.1*
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, filed herewith.
32.2*
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, filed herewith.
97.1
101.INS
Inline XBRL (Extensible Business Reporting Language) Instance Document - the instance document does
not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL
document.
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
54
*The certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Quarterly Report on
Form 10-Q and will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, except to the extent that the registrant specifically incorporates it by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.
RYAN SPECIALTY HOLDINGS, INC. (Registrant)
Date: May 1, 2025
By:
/s/ Janice M. Hamilton
Janice M. Hamilton
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting
Officer)
Ryan Specialty Holdings Inc. published this content on May 02, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on May 02, 2025 at 11:25 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io