RYAN 10-K & 10-Q changes, risk factors and insider trading

Our operating and financial results are subject to various risks and uncertainties. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that affect us. If any of the following risks occur, our business, financial condition, operating resultsresults, and prospects could be materially and adversely affected. Because of the following factors, as well as other factors affecting our businesses, financial condition, operating resultsresults, and prospects, past financial performance should not be considered a reliable indicator of future performance, and investors should not rely on historical trends to anticipate trends or results in the future.

•our failure to successfully recruit and retain our senior management team, revenue producersproducers, or other key employees and to successfully plan and prepare for the succession of our senior management team;

•errors in, or ineffectiveness of, our underwriting models and the risks presentedimpact to our reputation and relationships with insurance carriers, retail brokersbrokers, and agents;

•the unsatisfactory evaluation of potential acquisitions or the failure to successfully integrate acquired businesses and/or introduce of new products, lines of business, and/or markets;

•a decrease in the amount of supplemental or contingent commissions we receive;

Risks Related to Intellectual Property, Data PrivacyPrivacy, and Cybersecurity

•the impact of improper disclosure of confidential, personalpersonal, or proprietary data, misuse of information by employees or counterpartiescounterparties, or as a result of cyber incidents and cyberattacks;

•our inability to gain internal efficiencies through the application of technologytechnology, or effectively apply technology in driving value for our clientsclients, or the failure of technology and automated systems to function or perform as expected;

•the impact of infringement, misappropriationmisappropriation, or dilution of our intellectual property;

•being subject to E&O claimsclaims, as well as other contingencies and legal proceedings;

•risks related to the payments required by our Tax Receivable Agreement; and

•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.stock; and

These and other risks are more fully described below. If any of these risks actually occurs, our business, financial condition, results of operations, cash flowsflows, and prospects could be materially and adversely affected.

Our success depends on our ability to attract, retainretain, and develop skilled and experienced personnel. There is significant competition within the insurance industry and from businesses outside the industry for exceptional employees, especially in key positions. If we are not able to successfully attract, retain, developdevelop, and motivate our employees, and plan and prepare for the succession of our senior management, our business, financial resultsresults, and reputation could be materially and adversely affected. Our success and future performance depend in part upon the continued services of our executive officers, senior management, and other highly skilled personnel. In 2024, we effectuated our management transition plan involving our Chief Executive Officer, PresidentPresident, and Chief Financial Officer. Effective management of future succession planning, including succession plans for our current CEO and other senior management positions, is important for the continued success of the Company. Inadequate succession planning, and the execution thereof, could have an adverse effect on our business, results of operations, financial conditioncondition, and liquidity.

Our business may be harmed if we lose our relationships with retail brokers, insurance carrierscarriers, or other trading partners, we fail to maintain good relationships with retail brokers, insurance carrierscarriers, or other trading partners, we become dependent upon a limited number of retail brokers, insurance carrierscarriers, or other trading partners or we fail to develop new retail broker, insurance carriercarrier, or other trading partner relationships.

Our business typically enters into contractual relationships with insurance carriers, retail brokersbrokers, and other trading partners that are sometimes unique to us, but nonexclusive and terminable on short notice by either party for any reason. In many cases, insurance carriers also have the ability to amend the terms of our agreements unilaterally on short notice.

In the future, we may have a reduced number of insurance carriers or retail brokers with which we trade or derive a greater portion of our commissions and fees from a more concentrated number of insurance carriers, retail brokers or other trading partners as our business and the insurance industry evolve. The top five insurance carriers (excluding all Lloyd’s syndicates combined) for which we place business represented an aggregate of 21.8%20.6% and 22.7%20.9% of our revenues for the years ended December 31, 20242025 and 2023,2024, respectively. The top five retail brokers with which we place business represented 25.7%25.2% and 27.6%26.9% of our revenues for the years ended December 31, 20242025 and 2023,2024, respectively. Should our dependence on a smaller number of insurance carriers, retail brokers or other trading partners increase, whether as a result of the termination of relationships, consolidation or otherwise, we may become more vulnerable to adverse changes in our relationships with these counterparties, particularly in states where we offer insurance products from a relatively small number of insurance carriers or where a small number of insurance companies or retail brokers dominate a geographic area, lines of businessbusiness, or market segment. The termination, amendment or consolidation of our relationships with our insurance carriers could harm our business, financial conditioncondition, and results of operations.

If our underwriting models contain errors or are otherwise ineffective or our underwriters do not demonstrate sufficient skill, our reputation and relationships with insurance carriers, retail brokersbrokers, and agents could be harmed.

Our ability to attract insurance carriers, retail brokersbrokers, and agents to our MGAs and MGUs, programsprograms, and binding authority operations is significantly dependent on our ability to effectively evaluate risks in accordance with insurer underwriting policies.guidelines. Our business depends significantly on the accuracy and success of our underwriting modelmodels and the skill of our underwriters. To conduct this evaluation, we use proprietary underwriting models and third-party tools. If our underwriters do not perform with the expected level of skill orskill, any of the models or tools that we use are ineffective or contain programming or other errors, are ineffective or the data provided by clients or third parties is incorrect or stale, or if we are unable to obtain accurate data from clients or third parties,parties our pricing and approval process could be negatively affected, resulting in potential violations of underwriting authority and loss of business. This could damage our reputation and relationships with insurance carriers, retail brokersbrokers, and agents,agents which could harm our business, financial conditioncondition, and results of operations.

WeDamage to our reputation could have a material adverse effect on our business and we are subject to economic and reputational harm if companies with which we do business engage in negligent, grossly negligent, misleadingmisleading, or fraudulent behavior and damage to our reputation could have a material adverse effect on our business.behavior.

Our ability to attract and retain clients, employees, investors, capital and insurer trading partnerspartners, and other capital is highly dependent upon the subjective external perceptions of our level of service, trustworthiness, business practices, financial conditioncondition, and other subjective qualities. Negative perceptions or publicity regarding these matters could erode trust and confidence and damage our reputation among existing and potential clientsclients, which in turn could make it difficult for us to maintain existing clients and attract new ones. Damage to our reputation due to a failure to proactively communicate to stakeholders on changes in strategy and business plans could further affect the confidence ofthat our clients, regulators, creditors, investors, insurer trading partnerspartners, and other parties that are important to our business,business havinghave in us, which could have a material adverse effect on our business, ability to raise capital, financial condition, and results of operations.

Our business depends on a strong brand, and any failure to maintain, protectprotect, and enhance our brand would hurt our ability to grow our business, particularly in new markets where we have limited brand recognition.

Maintaining, protectingprotecting, and enhancing the Ryan Specialty brand is critical to growing our business, particularly in new markets where we have limited brand recognition. If we do not successfully build and maintain a strong brand, our business could be materially harmed. Maintaining and enhancing the quality of our brand may require us to make substantial investments in areas such as marketing, community relations, outreachoutreach, and employee training. We actively engage in advertisements, targeted promotional mailings and email communications, and engage on a regular basis in public relations and sponsorship activities. These investments may be substantial and may fail to encompass the optimal range of traditional, onlineonline, and social advertising media to achieve maximum exposure and benefit to the brand.

Our business strategy includes plans to continue to make acquisitions and we face risks associated with the evaluation of potential acquisitions, the integration of acquired businesses, and the introduction of new products, lines of business, geographiesgeographies, and markets.

As part of our business strategy, we have made, and intend to continue to make, acquisitions, including acquisitions in lines of business that are natural adjacencies. The success of our acquisition strategy is dependent upon our ability to identify appropriate acquisition targets, negotiate transactions on favorable terms, complete transactions, have adequate access to financing and the ability to finance acquisitions on acceptable terms, and successfully integrate them into our existing businesses.

In addition, many of the businesses that we acquire and develop will likely have smaller scales of operations prior to integration into the Company. If we are not able to manage the growing complexity of these businesses, including improving, refining, or revising our systems and operational practices, enlarging the scale and scope of the businesses, and integrating the new business into our culture and operations, our business may be adversely affected. Many of these companies may not have robust controls, proceduresprocedures, and policies typical of a U.S. based public company, in particular, with respect to the effectiveness of cyber and information security practices and incident response plans, which creates a risk following acquisition and prior to the completion of integration.

From time to time, either through acquisitions or internal development, we enter new distribution channels, geographiesgeographies, or lines of business or offer new products and services within existing lines of business. These new distribution channels, lines of business, or new products and services present additional risks, particularly in instances where the markets are not fully developed. Such risks include the investment of significant time and resources to recruit, hire, and retain personnel and develop the products, the risks involved with the management of the integration process and development of new processes and systems to accommodate complex programs, and the risk of financial guarantees and additional liabilities associated with these efforts.

Our inability to successfully recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harmharm, or legal liability.

Our operations are dependent upon our ability to protect our personnel, officesoffices, and technology infrastructure against damage from business continuity events that could have a significant disruptive effect on our operations. Should we experience a local or regional disaster or other business continuity problem, such as a security incident or attack, a natural disaster, climate event, terrorist attack, civil unrest, pandemic, power loss, telecommunications failure, or other natural or man-made disaster, our continued success will depend, in part, on the availability of our personnel and office facilities, and the proper functioning of computer systems, telecommunications, and other related systems and operations. In events like these, while our operational size, the multiple locations from which we operate, and our existing backup systems provide us with some degree of flexibility, we still can experience near-term operational challenges in particular areas of our operations. We could potentially lose access to key executives, personnelpersonnel, or client data or experience material adverse interruptions to our operations or delivery of services to our clients in a disaster recovery scenario. A disaster on a significant scale or affecting certain of our key operating areas within or across regions, or our inability to successfully recover should we experience a disaster or other business continuity problem, could materially interrupt our business operations and cause material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships, or legal liability. We have certain disaster recovery procedures in place and insurance to protect against such contingencies. However, such procedures may not be effective and any insurance or recovery procedures may not continue to be available at reasonable prices and may not address all such losses.

We rely on third parties, and in some cases subcontractors, to provide services, data, and information, such as technology, information security, funds transfers, data processing, support functions, and administration that are critical to the operations of our business. These third parties include correspondents, agents and other brokerage and intermediaries, insurance markets, data providers, plan trustees, transaction processors, IT service providers, payroll service providers, benefits administrators, software and system vendors, health plan providers, and providers of human resources, among others. As we do not fully control the actions of these third parties, we are subject to the risk that their decisions, actions, or inactions may adversely impact us, and replacing these service providers could create significant delay and expense. A failure by third parties to comply with service-level agreements or regulatory or legal requirements in a high-quality and timely manner, particularly during periods of our peak demand for their services, could result in economic and reputational harm to us. In addition, we face risks when we transition from in-house functions to third-party support functions and providers that there may be disruptions in service or other unintended results that may adversely affect our business operations. These third parties face their own technology, operating, businessbusiness, and economic risks, and any significant failures by them, including the improper use or disclosure of our confidential client, employeeemployee, or company information, could cause harm to our business and reputation. An interruption in or the cessation of service by any service provider as a result of systems failures, cybersecurity incidents, capacity constraints, financial difficulties, or for any other reason could disrupt our operations, impact our ability to offer certain products and services, and result in contractual or regulatory penalties, liability claims from clients or employees, damage to our reputation, and harm to our business.

Premium pricing within the commercial property and casualty insurance markets in which we operate has historically been cyclical based on the underwriting capacity of the insurance carriers operating in this market, general economic conditionsconditions, and other social, economiceconomic, and business factors. In a period of decreasing insurance capacity or higher than typical loss ratios across an insurance segment or segments, insurance carriers may raise premium rates. This type of market frequently is referred to as a “hard” market. In a period of increasing insurance capacity or lower than typical loss ratios across an insurance segment or segments, insurance carriers may reduce premium rates and business might migrate away from the E&S market (where we conduct most of our business) and into the Admitted market. This type of market frequently is referred to as a “soft” market. Because our commissions usually are calculated as a percentage of the gross premium charged for the insurance products that we place, and most of our business is transacted in the E&S market, our revenues are affected by the cyclicality of the market. The frequency and severity of natural disasters, other catastrophic events (such as hurricanes, wildfireswildfires, and pandemics), social inflation, and reductions or increases in insurance capacity can affect the timing, durationduration, and extent of industry cycles for many of the product lines we distribute. It is very difficult to predict the severity, timingtiming, or duration of these cycles.

Economic downturns, volatility, or uncertainty in some markets may cause changes to insurance coverage decisions by our clients, which may result in reductions in the growth of new business or reductions in existing business. If our clients become financially less stable, enter bankruptcy, liquidate their operationsoperations, or consolidate,consolidate our revenues and collectability of receivables could be adversely affected. An increase in the number of insolvencies associated with an economic downturn, especially insolvencies in the insurance industry, could adversely affect our business through the loss of clients and insurance markets and by hampering our ability to place insurance business or by exposing us to E&O claims.

If insurance intermediaries or insurance companies experience liquidity problems or other financial difficulties, we could encounter delays in payments owed to us, which could harm our business, financial conditioncondition, and results of operations.

Our operations are conducted in numerous locations and geographies including the United States, the United Kingdom, Europe, Canada, India, and Singapore. Accordingly, we are subject to regulatory, legal, economiceconomic, and market risks associated with operating in, and sourcing from, foreign countries, including the potential for:

•difficulties in staffing and managing our foreign offices, including due to unexpected wage inflation or job turnover, and the increased travel, infrastructure, andlegal, legalregulatory, and compliance costs and risks associated with multiple international locations;

Our performance can be affected by global economic conditionsconditions, as well as geopolitical tensions and other circumstances with global reach. In recent years, concerns about the global economic outlook have adversely affected economic markets and business conditions in general. Geopolitical tensions, such as Russia’s incursion into Ukraine, tension betweenamong the United StatesStates, China, and China,other trading partners, conflict in the middleMiddle east,East, supply chain issues, economic sanctions, the volatility of oil prices, and heightened concerns about cyber attackscyberattacks have, in general, adversely affected economic markets and business conditions. Inflation and hyper-inflation have resulted in market volatility and highervariable interest rates, increasing global tensions and uncertainty for global commercecommerce, and instability in the global capital markets and the newevolving U.S. tariffstariff policy on goods imported from severalmany countries hashave the potential to do the same. Sustained or worsening of these and other global economic conditions and increasing geopolitical tensions may negatively impact our business, financial condition, and results of operations.

Operating funds available for corporate use were $540.2$158.3 million and $838.8$540.2 million at December 31, 20242025 and 2023,2024, respectively, and are reported in Cash and cash equivalents. Funds held on behalf of clients and insurers were $1,140.6$1,426.1 million and $917.5$1,140.6 million at December 31, 20242025 and 2023,2024, respectively, are reported in Fiduciary cash and receivables on the balanceConsolidated sheet,Balance Sheets, and are held in fiduciary bank accounts. We may experience reduced investment earnings on our cash and short-term investments of fiduciary and operating funds within Fiduciary investment income and Interest expense, net, respectively, if the yields on investments deemed to be low risk fall below their current levels. On the other hand, higher interest rates could result in a higher discount rate used by investors to value our future cash flows thereby resulting in a lower valuation of the Company. In addition, during times of stress in the banking industry, counterparty risk can quickly escalate, potentially resulting in substantial losses for us as a result of our cash or other investments with such counterparties, as well as substantial losses for our clients and the insurance companies with which we work

Wholesale brokerage, binding authority, underwriting managementmanagement, and other intermediary and underwriting and claims administration specialties are highly competitive. We believe that our ability to compete is dependent on the quality of our people, service, product features, price, commission structure, financial strength, and the ability to access certain insurance markets. We compete with a large number of national, regional, and local organizations. Additionally, the industry in which we operate is dynamic and creates opportunities for, and pressure from, our competitors and trading partners. For example, certain emerging industry trends in 2025 created additional opportunities for retail brokers to place property coverage directly. New or increased competition as a result of these matters or regulatory or other industry developments could harm our business, financial conditioncondition, and results of operations.

Underwriting Management and Binding Authority are dependent upon contracts between us and the insurance carriers. Those contracts can, in many cases, be terminated by the insurance carrier with very littleminimal advance notice.

The commission rates are set by insurance carriers and are based on the premiums that the insurers charge. The potential for changes in premium rates is significant, due to competition and pricing cyclicality in the insurance market. In addition, the insurance industry has been characterized by periods of intense price competition due to excessive underwriting capacity and periods of favorable premium levels due to shortages of capacity. Capacity could also be reduced by insurers failing or withdrawing from writing certain coverages that we offer our clients. Commission rates and premiums can change based on prevailing legislative, economiceconomic, and competitive factors that affect insurance carriers and brokers. These factors, which are not within our control, include the capacity of insurance carriers to place new business, competition from other brokers or distribution channels, underwriting and non-underwriting profits of insurance carriers, consumer demand for insurance products, the availability of comparable products from other insurance carriers at a lower cost and the availability of alternative insurance products, such as government benefits and self-insurance products, to consumers. We cannot predict the timing or extent of future changes in commission rates or premiums or the effect any of these changes will have on our business, financial conditioncondition, and results of operations.

Approximately fourfive percent of our Net commissions and fees consists of supplemental and contingent commissions we receive from insurance carriers. Supplemental and contingent commissions are paid by insurance carriers based upon the profitability, volumevolume, and/or growth of the business placed with such companies during the prior year. If, due to the current economic environmentenvironment, or for any other reason, we are unable to meet insurance carriers’ profitability, volumevolume, or growth thresholds, or insurance carriers increase their estimate of loss reserves (over which we have no control), actual supplemental and contingent commissions we receive could be less than anticipated, which could adversely affect our business, financial conditioncondition, and results of operations.

Our current market share may decrease as a result of disintermediation within the insurance industry, including increased competition from insurance companies, technology companiescompanies, and the financial services industry, as well as the shift away from traditional insurance markets.

The insurance intermediary business is highly competitive and we actively compete with numerous firms for clients and insurance company trading partners, many of which have relationships with insurance companies or have a significant presence in niche insurance markets that may give them an advantage over us. Other competitive concerns may include the quality of our products and services, our pricing and the ability of some of our clients to self-insureself-insure, and the entrance of technology companies into the insurance intermediary business. A number of insurance companies are engaged in the direct sale of insurance, primarily to individuals, and do not pay commissions to agents or brokers. In addition, the financial services industry may experience further consolidation, and we therefore may experience increased competition from insurance companies and the financial services industry, as a growing number of larger financial institutions increasingly, and aggressively, offer a wider variety of financial services, including insurance intermediary services.

In addition, there has been an increase in alternative insurance markets, such as self-insurance, captives, risk retention groups, parametric insuranceinsurance, and non-insurance capital markets. While we collaborate and compete in these segments on a fee-for-service basis, we cannot be certain that such alternative markets will provide the same level of insurance coverage or profitability as traditional insurance markets.

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 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 relationshipsrelationships, and developing differentiated solutions at a scale unmatched by many of our competitors.

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,discussion we will refer to both New LLC and the LLC as the “LLC.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.

ACCELERATE 2025Empower Program

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 propertiesproperties, based in Nashville, Tennessee.

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 arehave ina nascentlong stages for Binding Authority.runway. 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 OperationOperations and Growth

We have invested heavily in building a durable business that is able to adapt to the continuously evolving specialty and E&S marketmarkets 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 Specialty and E&S MarketMarkets

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 light of the recent geopolitical developments, we could experience macroeconomic uncertainty and volatility that could lead to an unexpected impact to our business. In periods of economic growth andgrowth, liquid credit markets, and favorable interest rates, this underlying activity can accelerate and provide tailwinds to our growth. In periods of economic decline anddecline, tight credit markets, and unfavorable interest rates, 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 Specialty and E&S MarketMarkets

The growing relevance of the specialty and E&S marketmarkets 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 2024,2025, with $110$125 billion of insured catastrophe losses, driven by over $50$52 billion of insured losses related to severe convective storms (“SCS”) with 1719 SCS events abovethat caused losses in excess of $1 billion in losses,billion, which together accounted for the second-highestthird-highest annual total for insured losses on record for SCS events.events and over $41 billion in losses generated from California wildfires. The year also included icefloods stormsin acrosscentral Texas and the countryMississippi valley, causing over 135 fatalities and continued wildfire-related losses. In addition to the SCS events, Hurricanes Helene and Milton caused over $35$3 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 specialty and E&S marketmarkets 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 specialty and E&S marketmarkets might not be linear as risks can and do shift between the E&SS, including the specialty market, 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,losses and losses from 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 2024,2024 and throughout 2025, the specialty and E&S marketmarkets experienced a shift in these trends as insurance capacity for these property risks increased, particularly at the end of the year, which resulted in a decline in property premium rates. We believe these factors have alsocreated createdadditional opportunities for retailers to place some of thatproperty coverage directly.directly, and we believe the market dynamics exist for these factors to potentially continue into 2026.

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 for our retail and wholesale broker clients 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 investmentinvestments in Geneva Re through Ryan Investment Holdings, LLC.LLC and Velocity Specialty Insurance Company (“VSIC”). We also receive loss mitigation and other fees, some of which are not dependent on the placement of a risk.

In our Underwriting Management Specialty, we utilize delegated underwriting authority granted to us by carriers and generallywe work with retail andinsurance brokers or wholesale insurance brokers, including our own Wholesale Brokerage,brokers to secure insurance coverage for the ultimate insured party. Our Underwriting Management Specialty generates revenues through insurance and reinsurance 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.

General and administrative expense includes travel and entertainment expenses, officeinformation technology, occupancy-related expenses, accounting, foreign exchange, legal, insurance and other professional fees, and other costs associated with our operations. OurIn particular, our travel and entertainment expenses, information technology expenses, occupancy-related costsexpenses, and professional services expenses, in particular,expenses generally increase or decrease in relative proportion to the number of our employees and the overall size and scale of our business operations.

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, assembled workforce, and internally developed software.

Other Non-Operating Loss (Income)

For year ended December 31, 2025, Other non-operating loss (income) consisted of seller reimbursement of acquisition-related retention incentives, sublease income, and forfeitures of vested equity awards offset by TRA contractual interest and related charges. For the year ended December 31, 2024, Other non-operating loss (income) included expense related to Term Loan modifications and TRA contractual interest and related charges offset by income related to a decrease in our blended state tax rates and foreign tax credit impact on the TRA remeasurement and sublease income. For the yearsyear ended December 31, 2023 and 2022,2023, Other non-operating loss (income) included charges related to the change in the TRA liability caused by a change in our blended state tax rates.

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.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 InterestInterests

The following discussion provides commentary on the financial results derived from our unaudited financial statements for the three and six months ended MarchJune 31,30, 2026 and 2025, 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

We began recognizing costs associated with the restructuring plan in the first quarter of 2026. For the three and six months ended MarchJune 31,30, 2026, we incurred restructuring and related costs of $5.9$33.4 million and $39.3 million, whichrespectively, representwith the $39.3 million recognized over the first six months of 2026 representing cumulative costs since the inception of the program. Of the cumulative $5.9$39.3 million expense, $3.4$25.2 million was incurred in general and administrative expense with the remaining being workforce-related costs. Restructuring expense within general and administrative expense includes costs relating to professional services, technology and data initiatives, license fees, and third-party contractors, as well as non-cash expenses associated with the impairment of internally-developed software. Compensation and benefits restructuring costs include severance as well as employment costs for services rendered between the notification and termination dates and other termination payments. While the current results of the Empower Program are in line with expectations, changes to the total savings estimate and timing of the Empower Program may evolve as we continue to progress through the program and evaluate other potential opportunities. The actual amounts and timing may vary significantly based on various factors.

Although we believe this growth will continue, we recognize that the growth of the specialty and E&S markets might not be linear as risks can and do shift between the E&S, including the specialty market, 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. Beginning in the second half of 2024 and through the first quarterhalf of 2026, the specialty and E&S markets experienced a shift in these trends as insurance capacity for these property risks increased, which resulted in a decline in property premium rates. We believe these factors have created additional opportunities for retailers to place property coverage directly, and we believe the market dynamics exist for these factors to potentially continue throughout 2026.

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, assembled workforce, and internally developedinternally-developed software.

Other Non-Operating Loss (Income)

For the threesix months ended MarchJune 31,30, 2026, Other non-operating loss (income) consisted of seller reimbursement of acquisition-related retention incentives, sublease income, proceeds from the sale of a small non-subscription workers compensation book of business, and forfeitures of vested equity awards.awards offset by TRA contractual interest and related charges. For the threesix months ended MarchJune 31,30, 2025, Other non-operating loss (income) consisted of seller reimbursement of acquisition-related retention incentives and sublease income.income offset by TRA contractual interest and related charges.

Net income (loss) 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 8, Stockholders’ Equity” of the unaudited quarterly consolidated financial statements for more information.Income.

(3)Net income (loss) margin is defined as Net income (loss) divided by Total revenue.

(4)See “Note 10, Earnings (Loss) Per Share” of the unaudited quarterly consolidated financial statements for further discussion of how these metrics are calculated.

Comparison of the Three Months Ended MarchJune 31,30, 2026 and 2025

Total revenue increased by $105.1$61.5 million, or 15.2%,7.2%, from $690.2$855.2 million to $795.2$916.6 million for the three months ended MarchJune 31,30, 2026, as compared to the same period in the prior year. The following were the principal drivers of the increase:

•$76.4$53.7 million, or 11.0%,6.3%, of the period-over-period change in Total revenue was due to organic revenue growth in Net commissions and fees. 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 the growing specialty and E&S markets and winning new business from competitors. We experienced moderate growth across the majority of our casualty lines driven by some rate moderation, offset by a moderate pullback across our property portfolio driven by a continued decline in rates and retailers realizing additional opportunities to place coverage directly. This decline was partially offset by strong new business generation.generation and renewal retention. Growth in the quarter was strongestmost pronounced in our Underwriting Management Specialty, with growth across our three Specialties driven by an increase in the flow of risks into the specialty and E&S markets; and

•$14.6$11.0 million, or 2.1%,1.3%, of the period-over-period change in Total revenue was due to acquisitions during their first twelve months of ownership by the Company. Within acquisition revenue is a $0.6$0.4 million offset in revenue period-over-period relating to the sale of a small non-subscription workers compensation book of business at the end of 2024 and a small MGU in 2025; and2025.

•AThese increases were offset by a decline of $1.7$2.8 million, or 0.2%,0.3%, of the period-over-period change in Total revenue that was due to acontingent decreasecommissions in Fiduciary investment income, causeddriven by athe declineperformance inof interestrisks placed on eligible business earning profit-based commissions and the impact of foreign exchange rates compared toon the priorCompany’s yearNet period.commissions and fees; and

Binding Authority Net commissions and fees increased by $8.1$5.6 million, or 7.9%,6.0%, period-over-period, primarily due to organic growth within the Specialty for the quarter as well as an increase in contingent commissions and contributions from the JM Wilson acquisition.

Underwriting Management Net commissions and fees increased by $81.7$34.6 million, or 38.3%,12.8%, period-over-period, primarily due to strong organic growth within the Specialty for the quarter,quarter and contributions from recent acquisitions, and an increase in contingent commissions.acquisitions.

Net commissions and policy fees grew 15.0%,8.3%, in line with the overall net commissions and fee revenue growth of 15.8%,7.4%, for the three months ended MarchJune 31,30, 2026, as compared to the same period in the prior year. The main drivers of this growth continue to be new business wins and expansion of ongoing client relationships in response to the increasing demand for new, complex specialty and E&S products as well asproducts, the inflow of risks from the Admitted market into the specialty and E&S markets, as well asand contributions from recent acquisitions. In aggregate, we experienced stable commission rates period-over-period.

Supplemental and contingent commissions increaseddeclined 30.0%9.7% period-over-period driven by the performance of risks placed on eligible business earning profit-based or volume-based commissions as well as contributions from recent acquisitions.

Loss mitigation and other fees increased 12.8%0.1% period-over-period primarily due to increased capital markets activity, captive managementmanagement, and other risk management service fees from the placement of alternative risk insurance solutions as well as contributions from recent acquisitions.solutions.

Compensation and benefits expense increased by $64.9$46.3 million, or 15.1%,9.6%, from $430.3$485.3 million to $495.2$531.6 million for the three months ended MarchJune 31,30, 2026, compared to the same period in 2025. The following were the principal drivers of this increase:

•$50.0$31.4 million of the increase was driven by (i) the addition of 588479 employees compared to the same period in the prior year, inclusive of acquired employees, and (ii) growth in the business. Overall headcount increased to 6,1446,171 full-time employees as of MarchJune 31,30, 2026, from 5,5565,692 as of MarchJune 31,30, 2025;

•AAn $2.5$11.6 million increase in Restructuring and related expense due to the Empower ProgramProgram. initiatedCompensation inand benefits restructuring costs include severance as well as employment costs for services rendered between the firstnotification quarterand oftermination 2026.dates and other termination payments; and

•The increases were partially offset by aan $2.3$8.2 million decrease in Initial public offeringAcquisition related expenselong-term associatedincentive withcompensation related to the naturaldecline runoffin ofacquisition equity-basedactivity compensation expense as awards continuecompared to vest.the prior period.

The net impact of revenue growth and the factors above resulted in a consistent Compensation and benefits expense ratio increase of 62.3%1.3% infrom both56.7% periods.to 58.0% period-over-period.

General and administrative expense increased by $2.7$11.6 million, or 2.5%,10.8%, from $106.1$107.0 million to $108.8$118.6 million for the three months ended MarchJune 31,30, 2026, as compared to the same period in the prior year. The following were the principal drivers of this increase:

•A $1.1$3.5 million increase was driven by growth in the business. Such expenses incurred to accommodate both organic and inorganic revenue growth include travel and entertainment, information technology, occupancy, insurance, and foreign exchange; andinsurance.

•The increase was partially offset by aan $9.8$11.6 million decline in Acquisition-related expense associated with lower diligence, transaction-related, and integration activity in the period.period; and

The net impact of revenue growth and the factors listed above resulted in a General and administrative expense ratio decreaseincrease of 1.7%0.4% from 15.4%12.5% to 13.7%12.9% period-over-period.

Amortization expense increaseddecreased by $0.3$5.3 million from $65.0$69.7 million to $65.3$64.4 million for the three months ended MarchJune 31,30, 2026, compared to the same period in the prior year. The main driver of the increasedecrease was thethat amortization of intangiblecustomer assetsrelationships fromis recentrecognized acquisitions.on an accelerated basis and declines over time. Our intangible assets decreased by $91.8$135.2 million period-over-period.

Interest expense, net decreased $0.8$1.7 million, or 1.4%,2.9%, from $54.5$58.3 million to $53.7$56.6 million for the three months ended MarchJune 31,30, 2026, compared to the same period in the prior year. The main driver of the decrease in Interest expense, net for the three months ended MarchJune 31,30, 2026, was a decrease in interest rates.

Other Non-Operating Loss (Income)

Other non-operating loss (income) increased by $0.3$0.1 million from $0.4a loss of $0.1 million to $0.7de millionminimis income for the three months ended MarchJune 31,30, 2026. For the three months ended MarchJune 31,30, 2026, Other non-operating loss (income) consisted of $0.5$0.1 million of sublease income, $0.1 million of proceeds from the sale of a small non-subscription workers compensation book of business, $0.1 million of forfeitures of vested equity awards, $0.1 million of seller reimbursement of acquisition-related retention incentives, and $0.1de million of sublease income. For the three months ended March 31, 2025, Other non-operating income consisted of $0.3 million ofminimis seller reimbursement of acquisition-related retention incentives offset by $0.4 million of TRA contractual interest and $0.1related charges. For the three months ended June 30, 2025, Other non-operating loss (income) consisted of $0.4 million of TRA contractual interest and related charges offset by $0.2 million of sublease income.

Income before income taxes decreased $3.9$7.0 million from $51.0$137.7 million to $47.1$130.7 million for the three months ended MarchJune 31,30, 2026, compared to the same period in the prior year as a result of the factors described above.

Income tax expense decreasedincreased $48.9$9.3 million from $55.4$13.0 million to $6.5$22.4 million for the three months ended MarchJune 31,30, 2026, compared to the same period in the prior year. The decreaseincrease was primarily a result of $48.1a $5.2 million of deferred income tax expense recognized as a result of the CCR subsequent to the Velocity acquisitiondecrease in the firstdiscrete quarterbenefit from a decline in the fair value of 2025.vested equity compensation period-over-period.

Net Income (loss)

Net income (loss)decreased increased $45.0$16.3 million from a loss of $4.4$124.7 million to income of $40.6$108.4 million for the three months ended MarchJune 31,30, 2026, compared to the same period in the prior year as a result of the factors described above.