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Ryan Specialty Reports Third Quarter 2025 Results

- Total Revenue grew 24.8% year-over-year to $754.6 million -

- Organic Revenue Growth Rate* of 15.0% year-over-year -

- Net Income of $62.6 million, or $0.20 per diluted share -

- Adjusted EBITDAC* grew 23.8% year-over-year to $235.5 million -

- Adjusted Net Income increased 15.9% year-over-year to $131.7 million -

- Adjusted Diluted Earnings Per Share grew 14.6% or $0.47 per diluted share -

Ryan Specialty Holdings, Inc. (NYSE: RYAN) (“Ryan Specialty” or the “Company”), a leading international specialty insurance firm, today announced results for the third quarter ended September 30, 2025.

Third Quarter 2025 Highlights

  • Revenue grew 24.8% year-over-year to $754.6 million, compared to $604.7 million in the prior-year period
  • Organic Revenue Growth Rate* was 15.0% for the quarter, compared to 11.8% in the prior-year period
  • Net Income increased 118.6% year-over-year to $62.6 million, compared to $28.6 million in the prior-year period. Diluted Earnings Per Share was $0.20
  • Adjusted EBITDAC* increased 23.8% to $235.5 million, compared to $190.3 million in the prior-year period
  • Adjusted EBITDAC Margin* of 31.2%, compared to 31.5% in the prior-year period
  • Adjusted Net Income* increased 15.9% to $131.7 million, compared to $113.6 million in the prior-year period
  • Adjusted Diluted Earnings Per Share* increased 14.6% to $0.47, compared to $0.41 in the prior-year period
  • Capital return to stockholders and LLC unit holders was $22.1 million of regular dividends and distributions

“It was a strong quarter for Ryan Specialty, demonstrating the strength and resilience of our firm throughout a challenging insurance and macro environment,” said Patrick G. Ryan, Founder and Executive Chairman of Ryan Specialty. “We grew total revenue 25%, supported by strong organic growth of 15%, and another quarter of excellent contributions from our recent M&A transactions. We grew Adjusted EBITDAC 23.8% and Adjusted Diluted EPS by 14.6%. I am especially proud of what we’ve achieved while making substantial strategic investments during the quarter to capitalize on excellent opportunities to add broking and underwriting talent to our world-class team, as well as making continued investments in technology. We are well positioned to strengthen our position as an international leader in the specialty lines industry for years to come.”

“Our team’s relentless execution this quarter underscores the power of our platform, the depth of our expertise, and our unwavering commitment to serving our clients and trading partners,” added Timothy W. Turner, Chief Executive Officer of Ryan Specialty. “We are navigating this challenging and transitioning market with confidence, driven by our diverse product offerings, durable business model, and a culture that continues to attract talented professionals. The runway ahead of us is significant, and we remain focused on delivering industry-leading organic growth and long-term value for our shareholders.”

Summary of Third Quarter 2025 Results

 

Three Months Ended

September 30,

 

Change

 

Nine Months Ended

September 30,

 

Change

 

(in thousands, except percentages and per share data)

 

2025

 

 

 

2024

 

 

$

 

%

 

 

2025

 

 

 

2024

 

 

$

 

%

 

GAAP financial measures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue

$

754,577

 

 

$

604,694

 

 

$

149,883

 

24.8

%

 

$

2,299,913

 

 

$

1,852,181

 

 

$

447,732

 

 

24.2

%

 

Net commissions and fees

 

739,552

 

 

 

588,129

 

 

 

151,423

 

25.7

 

 

 

2,256,537

 

 

 

1,806,264

 

 

 

450,273

 

 

24.9

 

 

Compensation and benefits

 

440,434

 

 

 

393,249

 

 

 

47,185

 

12.0

 

 

 

1,355,995

 

 

 

1,180,825

 

 

 

175,170

 

 

14.8

 

 

General and administrative

 

117,589

 

 

 

88,684

 

 

 

28,905

 

32.6

 

 

 

330,698

 

 

 

247,518

 

 

 

83,180

 

 

33.6

 

 

Total operating expenses

 

643,786

 

 

 

523,217

 

 

 

120,569

 

23.0

 

 

 

1,897,835

 

 

 

1,533,687

 

 

 

364,148

 

 

23.7

 

 

Operating income

 

110,791

 

 

 

81,477

 

 

 

29,314

 

36.0

 

 

 

402,078

 

 

 

318,494

 

 

 

83,584

 

 

26.2

 

 

Net income

 

62,603

 

 

 

28,643

 

 

 

33,960

 

118.6

 

 

 

182,919

 

 

 

187,358

 

 

 

(4,439

)

 

(2.4

)

 

Net income attributable to Ryan Specialty Holdings, Inc.

 

31,085

 

 

 

17,589

 

 

 

13,496

 

76.7

 

 

 

55,419

 

 

 

80,911

 

 

 

(25,492

)

 

(31.5

)

 

Compensation and benefits expense ratio (1)

 

58.4

%

 

 

65.0

%

 

 

 

 

 

 

59.0

%

 

 

63.8

%

 

 

 

 

 

General and administrative expense ratio (2)

 

15.6

%

 

 

14.7

%

 

 

 

 

 

 

14.4

%

 

 

13.4

%

 

 

 

 

 

Net income margin (3)

 

8.3

%

 

 

4.7

%

 

 

 

 

 

 

8.0

%

 

 

10.1

%

 

 

 

 

 

Earnings per share (4)

$

0.24

 

 

$

0.15

 

 

 

 

 

 

$

0.44

 

 

$

0.67

 

 

 

 

 

 

Diluted earnings per share (4)

$

0.20

 

 

$

0.09

 

 

 

 

 

 

$

0.41

 

 

$

0.59

 

 

 

 

 

 

Non-GAAP financial measures*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Organic revenue growth rate

 

15.0

%

 

 

11.8

%

 

 

 

 

 

 

11.4

%

 

 

13.3

%

 

 

 

 

 

Adjusted compensation and benefits expense

$

417,217

 

 

$

343,442

 

 

$

73,775

 

21.5

%

 

$

1,268,059

 

 

$

1,057,424

 

 

$

210,635

 

 

19.9

%

 

Adjusted compensation and benefits expense ratio

 

55.3

%

 

 

56.8

%

 

 

 

 

 

 

55.1

%

 

 

57.1

%

 

 

 

 

 

Adjusted general and administrative expense

$

101,827

 

 

$

70,991

 

 

$

30,836

 

43.4

%

 

$

287,414

 

 

$

199,583

 

 

$

87,831

 

 

44.0

%

 

Adjusted general and administrative expense ratio

 

13.5

%

 

 

11.7

%

 

 

 

 

 

 

12.5

%

 

 

10.8

%

 

 

 

 

 

Adjusted EBITDAC

$

235,533

 

 

$

190,261

 

 

$

45,272

 

23.8

%

 

$

744,440

 

 

$

595,174

 

 

$

149,266

 

 

25.1

%

 

Adjusted EBITDAC margin

 

31.2

%

 

 

31.5

%

 

 

 

 

 

 

32.4

%

 

 

32.1

%

 

 

 

 

 

Adjusted net income

$

131,704

 

 

$

113,633

 

 

$

18,071

 

15.9

%

 

$

424,225

 

 

$

369,604

 

 

$

54,621

 

 

14.8

%

 

Adjusted net income margin

 

17.5

%

 

 

18.8

%

 

 

 

 

 

 

18.4

%

 

 

20.0

%

 

 

 

 

 

Adjusted diluted earnings per share

$

0.47

 

 

$

0.41

 

 

$

0.06

 

14.6

%

 

$

1.52

 

 

$

1.34

 

 

$

0.18

 

 

13.4

%

 

*

For a definition and a reconciliation of Organic revenue growth rate, Adjusted compensation and benefits expense, Adjusted compensation and benefits 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 to the most directly comparable GAAP measure, see “Non-GAAP Financial Measures and Key Performance Indicators” below.

 

(1)

Compensation and benefits expense ratio is defined as Compensation and benefits 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 Per Share” of the unaudited quarterly consolidated financial statements.

Third Quarter 2025 Review*

Total revenue for the third quarter of 2025 was $754.6 million, an increase of 24.8% compared to $604.7 million in the prior-year period. This increase was primarily due to continued organic revenue growth of 15.0%, driven by new client wins and expanded relationships with existing clients, coupled with continued expansion of the specialty and E&S markets, revenue from acquisitions completed within the trailing twelve months ended September 30, 2025, changes in contingent commissions, and the impact of foreign exchange rates. We experienced growth across the majority of our casualty lines and modest growth in property lines across all three specialties.

Total operating expenses for the third quarter of 2025 were $643.8 million, a 23.0% increase compared to $523.2 million in the prior-year period. This increase was primarily due to higher Compensation and benefits expenses compared to the prior-year period resulting from higher compensation due to growth in headcount and revenue, partially offset by a decrease in Restructuring and related expenses due to the completion of the ACCELERATE 2025 program, lower Equity-based compensation, and lower Acquisition related long-term incentive compensation. General and administrative expense also increased compared to the prior-year period due to an increase in professional services and IT charges associated with ongoing technology and data initiatives as well as costs directly linked to revenue growth, recruiter fees, and higher expenses to accommodate both organic and inorganic revenue growth, partially offset by lower Restructuring and related expenses due to the completion of the ACCELERATE 2025 program.

Net income for the third quarter of 2025 increased 118.6% to $62.6 million, compared to $28.6 million in the prior-year period. The increase was due to strong revenue growth, Other non-operating income compared to a loss in the prior-year period, partially offset by higher Total operating expenses, higher Interest expense, net, and a lower Income tax benefit compared to the prior-year period.

Adjusted EBITDAC grew 23.8% to $235.5 million from $190.3 million in the prior-year period. Adjusted EBITDAC margin for the quarter was 31.2%, compared to 31.5% in the prior-year period. The increase in Adjusted EBITDAC was driven primarily by strong revenue growth, partially offset by higher Adjusted compensation and benefits expense, as well as higher Adjusted general and administrative expense.

Adjusted net income for the third quarter of 2025 increased 15.9% to $131.7 million, compared to $113.6 million in the prior-year period. Adjusted net income margin was 17.5%, compared to 18.8% in the prior-year period. Adjusted diluted earnings per share for the third quarter of 2025 increased 14.6% to $0.47, compared to $0.41 in the prior-year period.

*

For the definition of each of the non-GAAP measures referred to above, as well as a reconciliation of such non-GAAP measures to their most directly comparable GAAP measures, see “Non-GAAP Financial Measures and Key Performance Indicators” below.

Third Quarter 2025 Net Commissions and Fees by Specialty and Revenue by Type

Growth in Net commissions and fees in all specialties was primarily driven by strong organic growth.

 

Three Months Ended September 30,

 

 

 

 

 

(in thousands, except percentages)

2025

 

% of

total

 

2024

 

% of

total

 

Change

 

Wholesale Brokerage

$

376,788

 

50.9

%

 

$

346,666

 

58.9

%

 

$

30,122

 

8.7

%

 

Binding Authority

 

89,636

 

12.1

 

 

 

76,497

 

13.0

 

 

 

13,139

 

17.2

 

 

Underwriting Management

 

273,128

 

37.0

 

 

 

164,966

 

28.1

 

 

 

108,162

 

65.6

 

 

Total Net commissions and fees

$

739,552

 

 

 

$

588,129

 

 

 

$

151,423

 

25.7

%

 

 

Nine Months Ended September 30,

 

 

 

 

 

(in thousands, except percentages)

2025

 

% of

total

 

2024

 

% of

total

 

Change

 

Wholesale Brokerage

$

1,214,741

 

53.8

%

 

$

1,114,240

 

61.7

%

 

$

100,501

 

9.0

%

 

Binding Authority

 

286,110

 

12.7

 

 

 

245,762

 

13.6

 

 

 

40,348

 

16.4

 

 

Underwriting Management

 

755,686

 

33.5

 

 

 

446,262

 

24.7

 

 

 

309,424

 

69.3

 

 

Total Net commissions and fees

$

2,256,537

 

 

 

$

1,806,264

 

 

 

$

450,273

 

24.9

%

 

The following tables sets forth our revenue by type of commission and fees:

 

Three Months Ended September 30,

 

 

 

 

 

(in thousands, except percentages)

2025

 

% of

total

 

2024

 

% of

total

 

Change

 

Net commissions and policy fees

$

672,942

 

91.0

%

 

$

555,282

 

94.4

%

 

$

117,660

 

21.2

%

 

Supplemental and contingent commissions

 

29,782

 

4.0

 

 

 

20,455

 

3.5

 

 

 

9,327

 

45.6

 

 

Loss mitigation and other fees

 

36,828

 

5.0

 

 

 

12,392

 

2.1

 

 

 

24,436

 

197.2

 

 

Total Net commissions and fees

$

739,552

 

 

 

$

588,129

 

 

 

$

151,423

 

25.7

%

 

 

Nine Months Ended September 30,

 

 

 

 

 

(in thousands, except percentages)

2025

 

% of

total

 

2024

 

% of

total

 

Change

 

Net commissions and policy fees

$

2,083,983

 

92.4

%

 

$

1,706,781

 

94.5

%

 

$

377,202

 

22.1

%

 

Supplemental and contingent commissions

 

103,185

 

4.6

 

 

 

58,618

 

3.2

 

 

 

44,567

 

76.0

 

 

Loss mitigation and other fees

 

69,369

 

3.0

 

 

 

40,865

 

2.3

 

 

 

28,504

 

69.8

 

 

Total Net commissions and fees

$

2,256,537

 

 

 

$

1,806,264

 

 

 

$

450,273

 

24.9

%

 

Liquidity and Financial Condition

As of September 30, 2025, the Company had Cash and cash equivalents of $153.5 million and outstanding debt principal of $3.4 billion.

Quarterly Dividend

On October 30, 2025, the Company’s board of directors declared a regular quarterly dividend of $0.12 per share on the outstanding Class A common stock. The regular quarterly dividend will be payable on November 25, 2025, to stockholders of record as of the close of business on November 11, 2025. A portion of the dividend, $0.05 per share, will be funded by free cash flow from Ryan Specialty, LLC and will be paid to all holders of the Company’s Class A common stock and the holders of the LLC Common Units (as defined below).

Full Year 2025 Guidance*

The Company is updating its full year 2025 guidance for Organic Revenue Growth Rate and Adjusted EBITDAC Margin as follows:

  • We are guiding to an Organic Revenue Growth Rate of double digits for the full year 2025.
  • We are guiding to an Adjusted EBITDAC Margin of flat to modestly down for the full year 2025, as compared to the prior year.

The Company has revised the manner in which it is presenting its guidance in response to, among other factors, a significantly increased and unpredictable opportunity to hire broking and underwriting talent and to make other investments in its business, which the Company anticipates will persist for at least the near term and will impact Adjusted EBITDAC Margin. In addition, the revised presentation more closely aligns with common industry practices for guidance.

The Company is unable to provide a comparable outlook for, or a reconciliation to, Total revenue growth rate or Net income margin because it cannot provide a meaningful or accurate calculation or estimation of certain reconciling items without unreasonable effort. Its inability to do so is due to the inherent difficulty in forecasting the timing of items that have not yet occurred and quantifying certain amounts that are necessary for such reconciliation, including variations in effective tax rate, expenses to be incurred for acquisition activities, and other one-time or exceptional items.

*

For a definition of Organic revenue growth rate and Adjusted EBITDAC margin, see “Non-GAAP Financial Measures and Key Performance Indicators” below.

Conference Call Information

Ryan Specialty will hold a conference call to discuss the financial results at 4:45pm Eastern Time on October 30, 2025. Interested parties may access the conference call through the live webcast, which can be accessed at https://ryan-specialty-q3-2025-earnings-call.open-exchange.net/registration or by visiting the Company’s Investor Relations website. Please join the live webcast at least 10 minutes prior to the scheduled start time.

A webcast replay of the call will be available on the Company’s website at ryanspecialty.com in its Investors section for one year following the call.

About Ryan Specialty

Founded in 2010, Ryan Specialty (NYSE: RYAN) is a service provider of specialty products and solutions for insurance brokers, agents, and carriers. Ryan Specialty provides distribution, underwriting, product development, administration, and risk management services by acting as a wholesale broker and a managing underwriter with delegated authority from insurance carriers. Our mission is to provide industry-leading innovative specialty insurance solutions for insurance brokers, agents, and carriers. Learn more at ryanspecialty.com.

Forward-Looking Statements

All statements in this release and in the corresponding earnings call that are not historical are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve substantial risks and uncertainties. For example, all statements the Company makes relating to its estimated and projected costs, expenditures, cash flows, growth rates and financial results, its plans, anticipated amount and timing of cost savings relating to the restructuring plan, or its plans and objectives for future operations, growth initiatives, or strategies and the statements under the caption “Full Year 2025 Outlook” are forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and variations of such words and similar expressions are intended to identify such forward-looking statements. All forward-looking statements are subject to risks and uncertainties, known and unknown, that may cause actual results to differ materially from those that the Company expected. Specific factors that could cause such a difference include, but are not limited to, those disclosed previously in the Company’s filings with the Securities and Exchange Commission (“SEC”).

For more detail on the risk factors that may affect the Company’s results, see the section entitled “Risk Factors” in our most recent annual report on Form 10-K filed with the SEC, and in other documents filed with, or furnished to, the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Given these factors, as well as other variables that may affect the Company’s operating results, you are cautioned not to place undue reliance on these forward-looking statements, not to assume that past financial performance will be a reliable indicator of future performance, and not to use historical trends to anticipate results or trends in future periods. The forward-looking statements included in this press release and on the related earnings call relate only to events as of the date hereof. The Company does not undertake, and expressly disclaims, any duty or obligation to update publicly any forward-looking statement after the date of this release, whether as a result of new information, future events, changes in assumptions, or otherwise.

Non-GAAP Financial Measures and Key Performance Indicators

In assessing the performance of the Company’s business, non-GAAP financial measures are used that are derived from the Company’s consolidated financial information, but which are not presented in the Company’s consolidated financial statements prepared in accordance with GAAP. The Company considers 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 structures, tax positions, depreciation, amortization, and certain other items that the Company believes are not representative of its core business. The Company uses the following non-GAAP measures for business planning purposes, in measuring performance relative to that of its competitors, to help investors to understand the nature of the Company’s 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 in the Company’s Quarterly Report on form 10-Q filed with the SEC. Industry peers may provide similar supplemental information but may not define similarly-named metrics in the same way and may not make identical adjustments.

Organic revenue growth rate: Organic revenue growth rate represents 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.

Adjusted compensation and benefits expense: Adjusted compensation and benefits expense is defined as Compensation and benefits expense adjusted to reflect items such as (i) equity-based compensation, (ii) acquisition and restructuring related compensation expenses, and (iii) other exceptional or non-recurring compensation expenses, as applicable. The most directly comparable GAAP financial metric is Compensation and benefits expense.

Adjusted general and administrative expense: Adjusted general and administrative expense is defined as General and administrative expense adjusted to reflect items such as (i) acquisition and restructuring related general and administrative expenses, and (ii) other exceptional or non-recurring general and administrative expenses, as applicable. The most directly comparable GAAP financial metric is General and administrative expense.

Adjusted compensation and benefits expense ratio: Adjusted compensation and benefits expense ratio is defined as the Adjusted compensation and benefits expense as a percentage of Total revenue. The most directly comparable GAAP financial metric is Compensation and benefits expense ratio.

Adjusted general and administrative expense ratio: Adjusted general and administrative expense ratio is defined as the Adjusted general and administrative expense as a percentage of Total revenue. The most directly comparable GAAP financial metric is General and administrative expense ratio.

Adjusted EBITDAC: Adjusted EBITDAC is defined as Net income 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-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 included a $4.5 million charge for the nine months ended September 30, 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 long-term incentive plans associated with acquisitions. These plans require service requirements, and in some cases performance targets, to be met in order to be earned. 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 September 30, 2025, Other non-operating loss (income) consisted of $0.3 million of forfeitures of vested equity awards, $0.2 million of seller reimbursement of acquisition-related retention incentives, $0.2 million of sublease income offset by $0.4 million of TRA contractual interest and related charges. For the three months ended September 30, 2024, Other non-operating loss (income) consisted of $16.2 million of term loan modification expense and $0.5 million of TRA contractual interest and related charges offset by $0.1 million of sublease income. For the nine months ended September 30, 2025, Other non-operating loss (income) consisted of $0.6 million of seller reimbursement of acquisition-related retention incentives, $0.4 million of sublease income, and $0.3 million of forfeitures of vested equity awards offset by $0.8 million of TRA contractual interest and related charges. For the nine months ended September 30, 2024, Other non-operating loss (income) consisted of $18.1 million of expense related to term loan modifications and $0.8 million of TRA contractual interest and related charges offset by $0.4 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.

Adjusted EBITDAC margin: Adjusted EBITDAC margin is defined as Adjusted EBITDAC as a percentage of Total revenue. The most directly comparable GAAP financial metric is Net income margin.

Adjusted net income: Adjusted net income is defined 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 our IPO, and certain exceptional or non-recurring items. The Company will be subject to United States federal income taxes, in addition to state, local, and foreign taxes, with respect to its allocable share of any net taxable income of Ryan Specialty, LLC (together with its parent New Ryan Specialty, LLC and their subsidiaries, the “LLC”). For comparability purposes, this calculation incorporates the impact of federal and state statutory tax rates on 100% of the Company’s adjusted pre-tax income as if the Company owned 100% of Ryan Specialty, LLC. The most directly comparable GAAP financial metric is Net income.

Adjusted net income margin: Adjusted net income margin is defined as Adjusted net income as a percentage of Total revenue. The most directly comparable GAAP financial metric is Net income margin.

Adjusted diluted earnings per share: Adjusted diluted earnings per share is defined as Adjusted net income divided by diluted shares outstanding after adjusting for the effect if 100% of the outstanding LLC Common Units (“LLC Common Units”), together with the shares of Class B common stock, vested Class C Incentive Units, vested but unexercised Options, 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.

Credit Adjusted EBITDAC: Credit Adjusted EBITDAC is defined as Adjusted EBITDAC as further adjusted without duplication for: acquired EBITDAC from the beginning of the applicable twelve month reference period through the acquisition close date, certain annualized run rate expected cost savings and initiatives, and certain other adjustments as permitted in calculating leverage ratios under our debt agreements. The Company presents Credit Adjusted EBITDAC as an additional measure of liquidity and leverage. The calculation of Credit Adjusted EBITDAC pursuant to our debt agreements permits certain estimates and assumptions that may differ from actual results.

The summary unaudited consolidated financial data presented for the twelve months ended September 30, 2025, was derived by adding the consolidated financial data of the Company for the twelve months ended December 31, 2024, to the consolidated financial data of the Company for the nine months ended September 30, 2025, and subtracting the consolidated financial data of the Company for the nine months ended September 30, 2024. The summary unaudited consolidated financial data for the twelve months ended September 30, 2025, has been prepared for illustrative purposes only and is not necessarily representative of our results of operations for any future period or our financial condition at any future date.

The reconciliation of the above non-GAAP measures to each of their most directly comparable GAAP financial measure is set forth in the reconciliation table accompanying this release.

With respect to the Organic revenue growth rate and Adjusted EBITDAC margin outlook presented in the “Full Year 2025 Outlook” section of this press release, the Company is unable to provide a comparable outlook for, or a reconciliation to, Total revenue growth rate or Net income margin because it cannot provide a meaningful or accurate calculation or estimation of certain reconciling items without unreasonable effort. Its inability to do so is due to the inherent difficulty in forecasting the timing of items that have not yet occurred and quantifying certain amounts that are necessary for such reconciliation, including variations in effective tax rate, expenses to be incurred for acquisition activities, and other one-time or exceptional items.

Consolidated Statements of Income (Unaudited)

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

(in thousands, except percentages and per share data)

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

 

Revenue

 

 

 

 

 

 

 

 

Net commissions and fees

$

739,552

 

 

$

588,129

 

 

$

2,256,537

 

 

$

1,806,264

 

 

Fiduciary investment income

 

15,025

 

 

 

16,565

 

 

 

43,376

 

 

 

45,917

 

 

Total revenue

$

754,577

 

 

$

604,694

 

 

$

2,299,913

 

 

$

1,852,181

 

 

Expenses

 

 

 

 

 

 

 

 

Compensation and benefits

 

440,434

 

 

 

393,249

 

 

 

1,355,995

 

 

 

1,180,825

 

 

General and administrative

 

117,589

 

 

 

88,684

 

 

 

330,698

 

 

 

247,518

 

 

Amortization

 

70,188

 

 

 

39,182

 

 

 

204,841

 

 

 

97,711

 

 

Depreciation

 

3,607

 

 

 

2,467

 

 

 

9,134

 

 

 

6,820

 

 

Change in contingent consideration

 

11,968

 

 

 

(365

)

 

 

(2,833

)

 

 

813

 

 

Total operating expenses

$

643,786

 

 

$

523,217

 

 

$

1,897,835

 

 

$

1,533,687

 

 

Operating income

$

110,791

 

 

$

81,477

 

 

$

402,078

 

 

$

318,494

 

 

Interest expense, net

 

56,344

 

 

 

49,388

 

 

 

169,186

 

 

 

109,916

 

 

(Income) from equity method investments

 

(4,957

)

 

 

(4,182

)

 

 

(15,050

)

 

 

(13,510

)

 

Other non-operating loss (income)

 

(402

)

 

 

16,590

 

 

 

(636

)

 

 

18,575

 

 

Income before income taxes

$

59,806

 

 

$

19,681

 

 

$

248,578

 

 

$

203,513

 

 

Income tax expense (benefit)

 

(2,797

)

 

 

(8,962

)

 

 

65,659

 

 

 

16,155

 

 

Net income

$

62,603

 

 

$

28,643

 

 

$

182,919

 

 

$

187,358

 

 

GAAP financial measures

 

 

 

 

 

 

 

 

Total revenue

$

754,577

 

 

$

604,694

 

 

$

2,299,913

 

 

$

1,852,181

 

 

Net commissions and fees

 

739,552

 

 

 

588,129

 

 

 

2,256,537

 

 

 

1,806,264

 

 

Compensation and benefits

 

440,434

 

 

 

393,249

 

 

 

1,355,995

 

 

 

1,180,825

 

 

General and administrative

 

117,589

 

 

 

88,684

 

 

 

330,698

 

 

 

247,518

 

 

Net income

 

62,603

 

 

 

28,643

 

 

 

182,919

 

 

 

187,358

 

 

Compensation and benefits expense ratio (1)

 

58.4

%

 

 

65.0

%

 

 

59.0

%

 

 

63.8

%

 

General and administrative expense ratio (2)

 

15.6

%

 

 

14.7

%

 

 

14.4

%

 

 

13.4

%

 

Net income margin (3)

 

8.3

%

 

 

4.7

%

 

 

8.0

%

 

 

10.1

%

 

Earnings per share (4)

$

0.24

 

 

$

0.15

 

 

$

0.44

 

 

$

0.67

 

 

Diluted earnings per share (4)

$

0.20

 

 

$

0.09

 

 

$

0.41

 

 

$

0.59

 

 

Non-GAAP Financial Measures (Unaudited)

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

(in thousands, except percentages and per share data)

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

 

Non-GAAP financial measures*

 

 

 

 

 

 

 

 

Organic revenue growth rate

 

15.0

%

 

 

11.8

%

 

 

11.4

%

 

 

13.3

%

 

Adjusted compensation and benefits expense

$

417,217

 

 

$

343,442

 

 

$

1,268,059

 

 

$

1,057,424

 

 

Adjusted compensation and benefits expense ratio

 

55.3

%

 

 

56.8

%

 

 

55.1

%

 

 

57.1

%

 

Adjusted general and administrative expense

$

101,827

 

 

$

70,991

 

 

$

287,414

 

 

$

199,583

 

 

Adjusted general and administrative expense ratio

 

13.5

%

 

 

11.7

%

 

 

12.5

%

 

 

10.8

%

 

Adjusted EBITDAC

$

235,533

 

 

$

190,261

 

 

$

744,440

 

 

$

595,174

 

 

Adjusted EBITDAC margin

 

31.2

%

 

 

31.5

%

 

 

32.4

%

 

 

32.1

%

 

Adjusted net income

$

131,704

 

 

$

113,633

 

 

$

424,225

 

 

$

369,604

 

 

Adjusted net income margin

 

17.5

%

 

 

18.8

%

 

 

18.4

%

 

 

20.0

%

 

Adjusted diluted earnings per share

$

0.47

 

 

$

0.41

 

 

$

1.52

 

 

$

1.34

 

 

Consolidated Balance Sheets (Unaudited)

(in thousands, except share and per share data)

September 30, 2025

 

December 31, 2024

 

ASSETS

 

 

 

 

CURRENT ASSETS

 

 

 

 

Cash and cash equivalents

$

153,485

 

$

540,203

 

 

Commissions and fees receivable – net

 

439,796

 

 

389,758

 

 

Fiduciary cash and receivables

 

3,747,095

 

 

3,739,727

 

 

Prepaid incentives – net

 

10,112

 

 

9,219

 

 

Other current assets

 

96,353

 

 

109,951

 

 

Total current assets

$

4,446,841

 

$

4,788,858

 

 

NON-CURRENT ASSETS

 

 

 

 

Goodwill

 

3,129,889

 

 

2,646,676

 

 

Customer relationships

 

1,508,880

 

 

1,392,048

 

 

Other intangible assets

 

110,978

 

 

83,674

 

 

Prepaid incentives – net

 

16,809

 

 

17,442

 

 

Equity method investments

 

101,845

 

 

70,877

 

 

Property and equipment – net

 

69,790

 

 

50,209

 

 

Lease right-of-use assets

 

134,513

 

 

133,256

 

 

Deferred tax assets

 

318,076

 

 

448,289

 

 

Other non-current assets

 

14,237

 

 

18,589

 

 

Total non-current assets

$

5,405,017

 

$

4,861,060

 

 

TOTAL ASSETS

$

9,851,858

 

$

9,649,918

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

Accounts payable and accrued liabilities

$

257,493

 

$

249,200

 

 

Accrued compensation

 

360,614

 

 

486,322

 

 

Operating lease liabilities

 

24,565

 

 

22,107

 

 

Tax Receivable Agreement liabilities

 

25,320

 

 

 

 

Short-term debt and current portion of long-term debt

 

41,814

 

 

51,732

 

 

Fiduciary liabilities

 

3,747,095

 

 

3,739,727

 

 

Total current liabilities

$

4,456,901

 

$

4,549,088

 

 

NON-CURRENT LIABILITIES

 

 

 

 

Accrued compensation

 

75,881

 

 

49,362

 

 

Operating lease liabilities

 

159,263

 

 

159,231

 

 

Long-term debt

 

3,349,380

 

 

3,231,128

 

 

Tax Receivable Agreement liabilities

 

447,904

 

 

436,296

 

 

Deferred tax liabilities

 

37,718

 

 

39,922

 

 

Other non-current liabilities

 

92,940

 

 

86,606

 

 

Total non-current liabilities

$

4,163,086

 

$

4,002,545

 

 

TOTAL LIABILITIES

$

8,619,987

 

$

8,551,633

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

Class A common stock ($0.001 par value; 1,000,000,000 shares authorized, 128,703,235 and 125,411,089 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively)

 

129

 

 

125

 

 

Class B common stock ($0.001 par value; 1,000,000,000 shares authorized, 135,082,847 and 136,456,313 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively)

 

135

 

 

136

 

 

Class X common stock (0.001 par value; 0 shares authorized, issued, and outstanding at September 30, 2025; 10,000,000 shares authorized, 640,784 shares issued and 0 outstanding at December 31, 2024)

 

 

 

 

 

Preferred stock ($0.001 par value; 500,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2025 and December 31, 2024)

 

 

 

 

 

Additional paid-in capital

 

490,284

 

 

506,258

 

 

Retained earnings

 

128,849

 

 

122,939

 

 

Accumulated other comprehensive income (loss)

 

11,076

 

 

(1,796

)

 

Total stockholders’ equity attributable to Ryan Specialty Holdings, Inc.

$

630,473

 

$

627,662

 

 

Non-controlling interests

 

601,398

 

 

470,623

 

 

Total stockholders’ equity

$

1,231,871

 

$

1,098,285

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$

9,851,858

 

$

9,649,918

 

 

Consolidated Statements of Cash Flows (Unaudited)

 

Nine Months Ended

September 30,

 

(in thousands)

 

2025

 

 

 

2024

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

Net income

$

182,919

 

 

$

187,358

 

 

Adjustments to reconcile net income to cash flows provided by operating activities:

 

 

 

 

Income from equity method investments

 

(15,050

)

 

 

(13,510

)

 

Amortization

 

204,841

 

 

 

97,711

 

 

Depreciation

 

9,134

 

 

 

6,820

 

 

Prepaid and deferred compensation expense

 

33,613

 

 

 

25,220

 

 

Non-cash equity-based compensation

 

50,988

 

 

 

61,664

 

 

Amortization of deferred debt issuance costs

 

7,157

 

 

 

21,838

 

 

Amortization of interest rate cap premium

 

5,216

 

 

 

5,216

 

 

Deferred income tax expense (benefit)

 

11,472

 

 

 

(1,959

)

 

Deferred income tax expense from common control reorganization

 

47,978

 

 

 

 

 

Loss on Tax Receivable Agreement

 

783

 

 

 

646

 

 

Changes in operating assets and liabilities, net of acquisitions:

 

 

 

 

Commissions and fees receivable – net

 

(6,392

)

 

 

21,514

 

 

Accrued interest liability

 

(12,489

)

 

 

2,260

 

 

Other current and non-current assets

 

19,520

 

 

 

(12,826

)

 

Other current and non-current accrued liabilities

 

(159,269

)

 

 

(146,724

)

 

Total cash flows provided by operating activities

$

380,421

 

 

$

255,228

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

Business combinations – net of cash acquired and cash held in a fiduciary capacity

 

(636,925

)

 

 

(1,256,732

)

 

Capital expenditures

 

(50,678

)

 

 

(29,705

)

 

Equity method investment in VSIC

 

(16,561

)

 

 

 

 

Asset acquisitions

 

(3,014

)

 

 

 

 

Total cash flows used in investing activities

$

(707,178

)

 

$

(1,286,437

)

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

Proceeds from Senior Secured Notes

 

 

 

 

595,200

 

 

Borrowings on Revolving Credit Facility

 

1,114,872

 

 

 

850,000

 

 

Repayments on Revolving Credit Facility

 

(990,857

)

 

 

(850,000

)

 

Debt issuance costs paid

 

(2,889

)

 

 

(16,771

)

 

Proceeds from term debt

 

 

 

 

107,625

 

 

Repayment of term debt

 

(12,750

)

 

 

(8,250

)

 

Receipt of contingently returnable consideration

 

1,927

 

 

 

 

 

Payment of contingent consideration

 

(29,252

)

 

 

 

 

Tax distributions to non-controlling LLC Unitholders

 

(45,695

)

 

 

(65,833

)

 

Receipt of taxes related to net share settlement of equity awards

 

35,174

 

 

 

26,502

 

 

Taxes paid related to net share settlement of equity awards

 

(36,051

)

 

 

(18,516

)

 

Class A common stock dividends and Dividend Equivalents paid

 

(46,825

)

 

 

(66,507

)

 

Distributions and Declared Distributions paid to non-controlling LLC Unitholders

 

(20,428

)

 

 

(16,754

)

 

Payment of accrued return on Ryan Re preferred units

 

(249

)

 

 

(2,047

)

 

Net change in fiduciary liabilities

 

38,341

 

 

 

90,700

 

 

Total cash flows provided by financing activities

$

5,318

 

 

$

625,349

 

 

Effect of changes in foreign exchange rates on cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity

 

14,507

 

 

 

5,641

 

 

NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY

$

(306,932

)

 

$

(400,219

)

 

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

$

1,373,873

 

 

$

1,356,113

 

 

Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity

 

 

 

 

Cash and cash equivalents

$

153,485

 

 

$

235,199

 

 

Cash and cash equivalents held in a fiduciary capacity

 

1,220,388

 

 

 

1,120,914

 

 

Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity

$

1,373,873

 

 

$

1,356,113

 

 

Reconciliation of Organic Revenue Growth Rate

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

(in thousands, except percentages)

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

Current period Net commissions and fees revenue

$

739,552

 

 

$

588,129

 

 

$

2,256,537

 

 

$

1,806,264

 

Less: Current period contingent commissions

 

(24,310

)

 

 

(14,842

)

 

 

(82,164

)

 

 

(44,741

)

Less: Revenue attributable to sold businesses

 

(65

)

 

 

 

 

 

(354

)

 

 

 

Net commissions and fees revenue

excluding contingent commissions

$

715,177

 

 

$

573,287

 

 

$

2,174,019

 

 

$

1,761,523

 

 

 

 

 

 

 

 

 

Prior period Net commissions and fees revenue

$

588,129

 

 

$

487,345

 

 

$

1,806,264

 

 

$

1,507,878

 

Less: Prior year contingent commissions

 

(14,842

)

 

 

(4,487

)

 

 

(44,741

)

 

 

(30,624

)

Less: Revenue attributable to sold businesses

 

(427

)

 

 

 

 

 

(1,548

)

 

 

 

Prior period Net commissions and fees revenue

excluding contingent commissions

$

572,860

 

 

$

482,858

 

 

$

1,759,975

 

 

$

1,477,254

 

 

 

 

 

 

 

 

 

Change in Net commissions and fees revenue excluding contingent commissions

$

142,317

 

 

$

90,429

 

 

$

414,044

 

 

$

284,269

 

Less: Mergers and acquisitions Net commissions and fees revenue excluding contingent commissions

 

(55,650

)

 

 

(33,416

)

 

 

(212,249

)

 

 

(87,690

)

Impact of change in foreign exchange rates

 

(923

)

 

 

(196

)

 

 

(1,324

)

 

 

(521

)

Organic revenue growth (Non-GAAP)

$

85,744

 

 

$

56,817

 

 

$

200,471

 

 

$

196,058

 

 

 

 

 

 

 

 

 

Net commissions and fees revenue growth rate (GAAP)

 

25.7

%

 

 

20.7

%

 

 

24.9

%

 

 

19.8

%

Less: Impact of contingent commissions (1)

 

(0.9

)

 

 

(2.0

)

 

 

(1.4

)

 

 

(0.6

)

Net commissions and fees revenue

excluding contingent commissions growth rate (2)

 

24.8

%

 

 

18.7

%

 

 

23.5

%

 

 

19.2

%

Less: Mergers and acquisitions Net commissions and fees revenue excluding contingent commissions (3)

 

(9.7

)

 

 

(6.9

)

 

 

(12.0

)

 

 

(5.9

)

Impact of change in foreign exchange rates (4)

 

(0.1

)

 

 

0.0

 

 

 

(0.1

)

 

 

0.0

 

Organic Revenue Growth Rate (Non-GAAP)

 

15.0

%

 

 

11.8

%

 

 

11.4

%

 

 

13.3

%

(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.

(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.

Reconciliation of Adjusted Compensation and Benefits Expense to Compensation and Benefits Expense

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

(in thousands, except percentages)

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

 

Total revenue

$

754,577

 

 

$

604,694

 

 

$

2,299,913

 

 

$

1,852,181

 

 

Compensation and benefits expense

$

440,434

 

 

$

393,249

 

 

$

1,355,995

 

 

$

1,180,825

 

 

Acquisition-related expense

 

(3,583

)

 

 

(3,785

)

 

 

(8,546

)

 

 

(5,171

)

 

Acquisition related long-term incentive compensation

 

(7,463

)

 

 

(15,775

)

 

 

(25,115

)

 

 

(17,039

)

 

Restructuring and related expense

 

 

 

 

(5,693

)

 

 

 

 

 

(35,676

)

 

Amortization and expense related to discontinued prepaid incentives

 

(981

)

 

 

(1,095

)

 

 

(3,287

)

 

 

(3,851

)

 

Equity-based compensation (1)

 

(7,432

)

 

 

(17,385

)

 

 

(36,854

)

 

 

(39,656

)

 

Initial public offering related expense

 

(3,758

)

 

 

(6,074

)

 

 

(14,134

)

 

 

(22,008

)

 

Adjusted compensation and benefits expense (2)

$

417,217

 

 

$

343,442

 

 

$

1,268,059

 

 

$

1,057,424

 

 

Compensation and benefits expense ratio

 

58.4

%

 

 

65.0

%

 

 

59.0

%

 

 

63.8

%

 

Adjusted compensation and benefits expense ratio

 

55.3

%

 

 

56.8

%

 

 

55.1

%

 

 

57.1

%

 

(1)

For the three months ended September 30, 2025, $5.8 million of expense was reversed associated with certain executive performance-based awards. For the three months ended September 30, 2024, Equity-based compensation included $4.6 million of expense associated with the removal of equity transfer restrictions for an executive officer of the Company. See Note 8, Equity-Based Compensation” of the unaudited quarterly financial statements for additional discussion.

(2)

Adjustments made to Compensation and benefits expense are described in the definition of Adjusted EBITDAC in “Non-GAAP Financial Measures and Key Performance Indicators.”

Reconciliation of Adjusted General and Administrative Expense to General and Administrative Expense

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

(in thousands, except percentages)

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

 

Total revenue

$

754,577

 

 

$

604,694

 

 

$

2,299,913

 

 

$

1,852,181

 

 

General and administrative expense

$

117,589

 

 

$

88,684

 

 

$

330,698

 

 

$

247,518

 

 

Acquisition-related expense

 

(15,762

)

 

 

(12,560

)

 

 

(43,284

)

 

 

(35,779

)

 

Restructuring and related expense

 

 

 

 

(5,133

)

 

 

 

 

 

(12,156

)

 

Adjusted general and administrative expense (1)

$

101,827

 

 

$

70,991

 

 

$

287,414

 

 

$

199,583

 

 

General and administrative expense ratio

 

15.6

%

 

 

14.7

%

 

 

14.4

%

 

 

13.4

%

 

Adjusted general and administrative expense ratio

 

13.5

%

 

 

11.7

%

 

 

12.5

%

 

 

10.8

%

 

(1)

Adjustments made to General and administrative expense are described in the definition of Adjusted EBITDAC in “Non-GAAP Financial Measures and Key Performance Indicators.”

Reconciliation of Adjusted EBITDAC to Net Income

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

(in thousands, except percentages)

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

 

Total revenue

$

754,577

 

 

$

604,694

 

 

$

2,299,913

 

 

$

1,852,181

 

 

Net income

$

62,603

 

 

$

28,643

 

 

$

182,919

 

 

$

187,358

 

 

Interest expense, net

 

56,344

 

 

 

49,388

 

 

 

169,186

 

 

 

109,916

 

 

Income tax expense (benefit)

 

(2,797

)

 

 

(8,962

)

 

 

65,659

 

 

 

16,155

 

 

Depreciation

 

3,607

 

 

 

2,467

 

 

 

9,134

 

 

 

6,820

 

 

Amortization

 

70,188

 

 

 

39,182

 

 

 

204,841

 

 

 

97,711

 

 

Change in contingent consideration

 

11,968

 

 

 

(365

)

 

 

(2,833

)

 

 

813

 

 

EBITDAC

$

201,913

 

 

$

110,353

 

 

$

628,906

 

 

$

418,773

 

 

Acquisition-related expense

 

19,345

 

 

 

16,345

 

 

 

51,830

 

 

 

40,950

 

 

Acquisition related long-term incentive compensation

 

7,463

 

 

 

15,775

 

 

 

25,115

 

 

 

17,039

 

 

Restructuring and related expense

 

 

 

 

10,826

 

 

 

 

 

 

47,832

 

 

Amortization and expense related to discontinued prepaid incentives

 

981

 

 

 

1,095

 

 

 

3,287

 

 

 

3,851

 

 

Other non-operating loss (income)

 

(402

)

 

 

16,590

 

 

 

(636

)

 

 

18,575

 

 

Equity-based compensation

 

7,432

 

 

 

17,385

 

 

 

36,854

 

 

 

39,656

 

 

IPO related expenses

 

3,758

 

 

 

6,074

 

 

 

14,134

 

 

 

22,008

 

 

(Income) from equity method investments

 

(4,957

)

 

 

(4,182

)

 

 

(15,050

)

 

 

(13,510

)

 

Adjusted EBITDAC

$

235,533

 

 

$

190,261

 

 

$

744,440

 

 

$

595,174

 

 

Net income margin

 

8.3

%

 

 

4.7

%

 

 

8.0

%

 

 

10.1

%

 

Adjusted EBITDAC margin

 

31.2

%

 

 

31.5

%

 

 

32.4

%

 

 

32.1

%

 

Reconciliation of Adjusted Net Income to Net Income

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

(in thousands, except percentages)

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

 

Total revenue

$

754,577

 

 

$

604,694

 

 

$

2,299,913

 

 

$

1,852,181

 

 

Net income

$

62,603

 

 

$

28,643

 

 

$

182,919

 

 

$

187,358

 

 

Income tax expense (benefit)

 

(2,797

)

 

 

(8,962

)

 

 

65,659

 

 

 

16,155

 

 

Amortization

 

70,188

 

 

 

39,182

 

 

 

204,841

 

 

 

97,711

 

 

Amortization of deferred debt issuance costs (1)

 

2,397

 

 

 

15,402

 

 

 

7,157

 

 

 

21,838

 

 

Change in contingent consideration

 

11,968

 

 

 

(365

)

 

 

(2,833

)

 

 

813

 

 

Acquisition-related expense

 

19,345

 

 

 

16,345

 

 

 

51,830

 

 

 

40,950

 

 

Acquisition related long-term incentive compensation

 

7,463

 

 

 

15,775

 

 

 

25,115

 

 

 

17,039

 

 

Restructuring and related expense

 

 

 

 

10,826

 

 

 

 

 

 

47,832

 

 

Amortization and expense related to discontinued prepaid incentives

 

981

 

 

 

1,095

 

 

 

3,287

 

 

 

3,851

 

 

Other non-operating loss (income)

 

(402

)

 

 

16,590

 

 

 

(636

)

 

 

18,575

 

 

Equity-based compensation

 

7,432

 

 

 

17,385

 

 

 

36,854

 

 

 

39,656

 

 

IPO related expenses

 

3,758

 

 

 

6,074

 

 

 

14,134

 

 

 

22,008

 

 

(Income) from equity method investments

 

(4,957

)

 

 

(4,182

)

 

 

(15,050

)

 

 

(13,510

)

 

Adjusted income before income taxes (2)

$

177,979

 

 

$

153,808

 

 

$

573,277

 

 

$

500,276

 

 

Adjusted income tax expense (3)

 

(46,275

)

 

 

(40,175

)

 

 

(149,052

)

 

 

(130,672

)

 

Adjusted net income

$

131,704

 

 

$

113,633

 

 

$

424,225

 

 

$

369,604

 

 

Net income margin

 

8.3

%

 

 

4.7

%

 

 

8.0

%

 

 

10.1

%

 

Adjusted net income margin

 

17.5

%

 

 

18.8

%

 

 

18.4

%

 

 

20.0

%

 

(1)

Interest expense, net includes amortization of deferred debt issuance costs.

(2)

Adjustments made to Net income are described in the definition of Adjusted EBITDAC in “Non-GAAP Financial Measures and Key Performance Indicators.”

(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 nine months ended September 30, 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 nine months ended September 30, 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.

Reconciliation of Adjusted Diluted Earnings per Share to Diluted Earnings per Share

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

 

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

 

Earnings per share of Class A common stock – diluted

$

0.20

 

 

$

0.09

 

 

$

0.41

 

 

$

0.59

 

 

Less: Net income attributed to dilutive shares and substantively vested RSUs (1)

 

(0.09

)

 

 

(0.03

)

 

 

(0.01

)

 

 

(0.29

)

 

Plus: Impact of all LLC Common Units exchanged for Class A shares (2)

 

0.12

 

 

 

0.05

 

 

 

0.27

 

 

 

0.39

 

 

Plus: Adjustments to Adjusted net income (3)

 

0.25

 

 

 

0.31

 

 

 

0.88

 

 

 

0.67

 

 

Plus: Dilutive impact of unvested equity awards (4)

 

(0.01

)

 

 

(0.01

)

 

 

(0.03

)

 

 

(0.02

)

 

Adjusted diluted earnings per share

$

0.47

 

 

$

0.41

 

 

$

1.52

 

 

$

1.34

 

 

 

 

 

 

 

 

 

 

 

(Share count in ’000)

 

 

 

 

 

 

 

 

Weighted-average shares of Class A common stock outstanding – diluted

 

273,462

 

 

 

272,686

 

 

 

138,090

 

 

 

271,283

 

 

Plus: Impact of all LLC Common Units exchanged for Class A shares (2)

 

 

 

 

 

 

 

135,644

 

 

 

 

 

Plus: Dilutive impact of unvested equity awards (4)

 

5,526

 

 

 

3,467

 

 

 

5,407

 

 

 

4,445

 

 

Adjusted diluted earnings per share diluted share count

 

278,988

 

 

 

276,153

 

 

 

279,141

 

 

 

275,728

 

 

(1)

Adjustment removes the impact of Net income attributed to dilutive awards and substantively vested RSUs to arrive at Net income attributable to Ryan Specialty Holdings, Inc. For the three months ended September 30, 2025 and 2024, this removes $23.4 million and $8.3 million of Net income, respectively, on 273.5 million and 272.7 million Weighted-average shares of Class A common stock outstanding - diluted, respectively. For the nine months ended September 30, 2025, and 2024, this removes $1.2 million and $78.3 million of Net income, respectively on 138.1 million and 271.3 million Weighted average shares of Class A common stock outstanding - diluted, respectively. See “Note 9, Earnings Per Share” of the unaudited quarterly consolidated financial statements.

(2)

For comparability purposes, this calculation incorporates the Net income that would be distributable if all LLC Common Units (together with shares of Class B common stock) were exchanged for shares of Class A common stock. For the three months ended September 30, 2025 and 2024, this includes $31.5 million and $11.1 million of Net income, respectively, on 273.5 million and 272.7 million Weighted-average shares of Class A common stock outstanding - diluted, respectively. For the nine months ended September 30, 2025, and 2024, this includes $127.5 million and $106.4 million of Net income, respectively, on 273.7 million and 271.3 million Weighted-average shares of Class A common stock outstanding - diluted, respectively. For the nine months ended September 30, 2025, 135.6 million weighted average outstanding LLC Common Units were considered dilutive and included in the 273.7 million Weighted-average shares of Class A common stock outstanding - diluted within Diluted EPS. See “Note 9, Earnings 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 in “Adjusted Net Income and Adjusted Net Income Margin” on 273.5 million and 272.7 million Weighted-average shares of Class A common stock outstanding - diluted for the three months ended September 30, 2025 and 2024, respectively, and 273.7 million and 271.3 million Weighted-average shares of Class A common stock outstanding - diluted for the nine months ended September 30, 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 Per Share” of the unaudited quarterly consolidated financial statements. For the three months ended September 30, 2025 and 2024, 5.5 million and 3.5 million shares were added to the calculation, respectively. For the nine months ended September 30, 2025 and 2024, 5.4 million and 4.4 million shares were added to the calculation, respectively.

Reconciliation of Credit Adjusted EBITDAC to Net Income

(in thousands)

Twelve Months Ended

September 30, 2025

 

Total Revenue

$

2,963,442

 

 

Net Income

$

225,474

 

 

Interest expense, net

 

217,718

 

 

Income tax expense

 

92,145

 

 

Depreciation

 

12,099

 

 

Amortization

 

264,975

 

 

Change in contingent consideration (1)

 

(26,505

)

 

EBITDAC

$

785,906

 

 

Acquisition-related expense

 

80,722

 

 

Acquisition related long-term incentive compensation

 

33,022

 

 

Restructuring and related expense

 

11,865

 

 

Amortization and expense related to discontinued prepaid incentives

 

4,596

 

 

Other non-operating (income)

 

(4,170

)

 

Equity-based compensation

 

49,236

 

 

IPO related expenses

 

19,083

 

 

(Income) from equity method investments

 

(19,771

)

 

Adjusted EBITDAC (2)

$

960,489

 

 

Credit adjustments (3)

 

26,357

 

 

Credit Adjusted EBITDAC

$

986,846

 

 

(1)

For the twelve months ended September 30, 2025, Change in contingent consideration included a $39.8 million decrease in valuation of the US Assure contingent consideration as a result of increased loss ratios impacting projected profit commissions and business performance.

(2)

Adjustments made to Net income are described in the definition of Adjusted EBITDAC in “Non-GAAP Financial Measures and Key Performance Indicators.”

(3)

Adjustments made to Adjusted EBITDAC represent (without duplication) additional adjustments permitted under our debt agreements.

 

Contacts

Investor Relations

Nicholas Mezick

VP, Investor Relations

Ryan Specialty

IR@ryanspecialty.com

Phone: (312) 784-6152

Media Relations

Alice Phillips Topping

SVP, Chief Marketing & Communications Officer

Ryan Specialty

Alice.Topping@ryanspecialty.com

Phone: (312) 635-5976

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