Ryan Specialty Reports First Quarter 2025 Results

Published: 2025-05-01 16:27:03 ET RYAN

Published on 05/01/2025 at 16:27

- Total Revenue grew 25.0% year-over-year to $690.2 million - - Organic Revenue Growth Rate* of 12.9% year-over-year - - Net Income of $(4.4) million, or $(0.22) per diluted share - - Adjusted EBITDAC* grew 27.5% year-over-year to $200.5 million - - Adjusted Net Income increased 13.0% year-over-year to $107.8 million - - Adjusted Diluted Earnings Per Share grew 11.4% or $0.39 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 first quarter ended March 31, 2025.

First Quarter 2025 Highlights

“It was a strong start to 2025 for Ryan Specialty as we continue to deliver the innovative solutions our clients and trading partners have come to expect,” said Patrick G. Ryan, Founder and Executive Chairman of Ryan Specialty. “We grew total revenue 25%, supported by organic growth of nearly 13% and excellent contributions from M&A, which also added 13% to our top line, partially offset by a slight decline in fiduciary investment income. We grew Adjusted EBITDAC 27.5% while continuing to expand our margins and grew Adjusted Diluted EPS by 11.4%. We believe we remain well positioned to deliver another strong year across the firm.”

“We picked up nicely from the close of 2024, leveraging our differentiated talent to win additional new business and gain market share,” added Tim Turner, Chief Executive Officer of Ryan Specialty. “We remain confident that we will be able to navigate through the current challenging macro environment given our diverse product and services offering, durable business model, and the resiliency of the specialty and E&S markets. As a result, we continue to believe we have a tremendous runway to deliver sustainable growth over the long term, and to create additional value for our shareholders.”

Summary of First Quarter 2025 Results

Three Months Ended March 31,

Change

(in thousands, except percentages and per share data)

2025

2024

GAAP financial measures

Total revenue

690,166

552,046

138,120

25.0

Net commissions and fees

676,128

537,887

138,241

25.7

Compensation and benefits

430,289

373,527

56,762

15.2

General and administrative

106,060

75,867

30,193

39.8

Total operating expenses

589,931

479,397

110,534

23.1

Operating income

100,235

72,649

27,586

38.0

Net income (loss)

(4,389

)

40,677

(45,066

)

Net income (loss) attributable to Ryan Specialty Holdings, Inc.

(27,642

)

16,535

(44,177

)

Compensation and benefits expense ratio (1)

62.3

67.7

General and administrative expense ratio (2)

15.4

13.7

Net income (loss) margin (3)

(0.6

7.4

Earnings (loss) per share (4)

(0.22

)

0.14

Diluted earnings (loss) per share (4)

(0.22

)

0.13

Non-GAAP financial measures*

Organic revenue growth rate

12.9

13.7

Adjusted compensation and benefits expense

397,428

330,022

67,406

20.4

Adjusted compensation and benefits expense ratio

57.6

59.8

Adjusted general and administrative expense

92,237

64,802

27,435

42.3

Adjusted general and administrative expense ratio

13.4

11.7

Adjusted EBITDAC

200,501

157,222

43,279

27.5

Adjusted EBITDAC margin

29.1

28.5

Adjusted net income

107,839

95,417

12,422

13.0

Adjusted net income margin

15.6

17.3

Adjusted diluted earnings per share

0.39

0.35

0.04

11.4

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.

Not Meaningful

Compensation and benefits expense ratio is defined as Compensation and benefits divided by Total revenue.

General and administrative expense ratio is defined as General and administrative expense divided by Total revenue.

Net income margin is defined as Net income divided by Total revenue.

See “Note 9, Earnings (Loss) Per Share” of the unaudited quarterly consolidated financial statements.

First Quarter 2025 Review*

Total revenue for the first quarter of 2025 was $690.2 million, an increase of 25.0% compared to $552.0 million in the prior-year period. This increase was primarily due to continued solid Organic revenue growth of 12.9%, driven by new client wins and expanded relationships with existing clients, coupled with continued expansion of the E&S market, revenue from acquisitions completed within the trailing twelve months ended March 31, 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.

Total operating expenses for the first quarter of 2025 were $589.9 million, a 23.1% increase compared to the prior-year period. This increase was primarily due to an increase in Compensation and benefits expense compared to the prior-year period resulting from higher compensation due to growth in headcount and revenue growth, and an increase in Acquisition related long-term incentive compensation, partially offset by lower Change in contingent consideration due to a downward adjustment on the US Assure earn-out, and lower Restructuring and related expenses due to the completion of the ACCELERATE 2025 program. General and administrative expense also increased compared to the prior-year period due to an increase in IT and professional services, higher expenses to accommodate revenue growth, and higher travel and entertainment expense.

Net income for the first quarter of 2025 decreased $45.1 million to a loss of $(4.4) million, compared to $40.7 million of income in the prior-year period. The decrease was mainly due to higher Income tax expense during the period related to the legal entity reorganization associated with and subsequent to the Velocity acquisition, which is non-recurring and non-cash, partially offset by stronger year-over-year revenue growth.

Adjusted EBITDAC grew 27.5% to $200.5 million from $157.2 million in the prior-year period. Adjusted EBITDAC margin for the quarter was 29.1%, compared to 28.5% in the prior-year period. The increase in Adjusted EBITDAC was driven primarily by solid 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 first quarter of 2025 increased 13.0% to $107.8 million, compared to $95.4 million in the prior-year period. Adjusted net income margin was 15.6%, compared to 17.3% in the prior-year period. Adjusted diluted earnings per share for the first quarter of 2025 increased 11.4% to $0.39, compared to $0.35 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.

First 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 solid organic growth.

Three Months Ended March 31,

(in thousands, except percentages)

2025

% of

total

2024

% of

total

Change

Wholesale Brokerage

360,788

53.4

323,445

60.1

37,343

11.5

Binding Authorities

101,950

15.1

88,635

16.5

13,315

15.0

Underwriting Management

213,390

31.5

125,807

23.4

87,583

69.6

Total net commissions and fees

676,128

537,887

138,241

25.7

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

Three Months Ended March 31,

(in thousands, except percentages)

2025

% of

total

2024

% of

total

Change

Net commissions and policy fees

623,966

92.3

494,445

91.9

129,521

26.2

Supplemental and contingent commissions

37,773

5.6

29,256

5.5

8,517

29.1

Loss mitigation and other fees

14,389

2.1

14,186

2.6

203

1.4

Total net commissions and fees

676,128

537,887

138,241

25.7

Liquidity and Financial Condition

As of March 31, 2025, the Company had Cash and cash equivalents of $203.5 million and outstanding debt principal of $3.7 billion.

Quarterly Dividend

On May 1, 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 May 27, 2025 to stockholders of record as of the close of business on May 13, 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 Outlook*

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

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 May 1, 2025. Interested parties may access the conference call through the live webcast, which can be accessed at https://ryan-specialty-q1-2025-earnings-call.open-exchange.net/welcome 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 (loss) before Interest expense, net, Income tax expense, Depreciation, Amortization, and Change in contingent consideration, adjusted to reflect items such as (i) equity-based compensation, (ii) acquisition-related expenses, and (iii) other exceptional or non-recurring items, as applicable. Acquisition-related expense includes one-time diligence, transaction-related, and integration costs. Acquisition-related expense includes a $2.5 million charge for the three months ended March 31, 2024, related to a deal-contingent foreign exchange forward contract associated with the Castel acquisition. The remaining charges in both years represent typical one-time diligence, transaction-related, and integration costs. Acquisition-related long-term incentive compensation arises from changes to long-term incentive plans associated with acquisitions. Restructuring and related expense consists of compensation and benefits, occupancy, contractors, professional services, and license fees related to the ACCELERATE 2025 program. The compensation and benefits expense included severance as well as employment costs related to services rendered between the notification and termination dates and other termination payments. Amortization and expense is composed of charges related to discontinued prepaid incentive programs. For the three months ended March 31, 2025, Other non-operating loss (income) was composed of $0.3 million income from seller reimbursement of acquisition-related retention incentives and $0.1 million sublease income. For the three months ended March 31, 2024, Other non-operating loss (income) included $1.9 million of expense related to fees associated with our term loan repricing offset by $0.1 million of sublease income. Equity-based compensation reflects non-cash equity-based expense. Initial Public Offering (the "IPO") related expenses include compensation-related expense primarily related to the expense for new awards issued at IPO as well as expense related to the revaluation of existing equity awards at IPO. Total revenue less Adjusted compensation and benefits expense and Adjusted general and administrative expense is equivalent to Adjusted EBITDAC. For a breakout of compensation and general and administrative costs for each addback refer to the Adjusted compensation and benefits expense and Adjusted general and administrative expense tables below. The most directly comparable GAAP financial metric to Adjusted EBITDAC is Net income (loss).

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 (loss) 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 (loss).

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 (loss) 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, 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 for the twelve months ended March 31, 2025, presented was derived by adding the consolidated financial data of the Company for the year ended December 31, 2024, to the consolidated financial data of the Company for the three months ended March 31, 2025, and subtracting the consolidated financial data of the Company for the three months ended March 31, 2024. The summary unaudited consolidated financial data for the twelve months ended March 31, 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 (loss) 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 March 31, 2025

(in thousands, except percentages and per share data)

2025

2024

Revenue

Net commissions and fees

676,128

537,887

Fiduciary investment income

14,038

14,159

Total revenue

690,166

552,046

Expenses

Compensation and benefits

430,289

373,527

General and administrative

106,060

75,867

Amortization

64,985

27,988

Depreciation

2,639

2,080

Change in contingent consideration

(14,042

)

(65

)

Total operating expenses

589,931

479,397

Operating income

100,235

72,649

Interest expense, net

54,508

29,400

(Income) from equity method investment in related party

(4,937

)

(5,606

)

Other non-operating loss (income)

(377

)

1,752

Income before income taxes

51,041

47,103

Income tax expense

55,430

6,426

Net income (loss)

(4,389

)

40,677

GAAP financial measures

Total revenue

690,166

552,046

Net commissions and fees

676,128

537,887

Compensation and benefits

430,289

373,527

General and administrative

106,060

75,867

Net income (loss)

(4,389

)

40,677

Compensation and benefits expense ratio (1)

62.3

67.7

General and administrative expense ratio (2)

15.4

13.7

Net income (loss) margin (3)

(0.6

7.4

Earnings (loss) per share (4)

(0.22

)

0.14

Diluted earnings (loss) per share (4)

(0.22

)

0.13

Non-GAAP Financial Measures (Unaudited)

Three Months Ended March 31, 2025

(in thousands, except percentages and per share data)

2025

2024

Non-GAAP financial measures*

Organic revenue growth rate

12.9

13.7

Adjusted compensation and benefits expense

397,428

330,022

Adjusted compensation and benefits expense ratio

57.6

59.8

Adjusted general and administrative expense

92,237

64,802

Adjusted general and administrative expense ratio

13.4

11.7

Adjusted EBITDAC

200,501

157,222

Adjusted EBITDAC margin

29.1

28.5

Adjusted net income

107,839

95,417

Adjusted net income margin

15.6

17.3

Adjusted diluted earnings per share

0.39

0.35

Consolidated Balance Sheets (Unaudited)

(in thousands, except share and per share data)

March 31, 2025

December 31, 2024

ASSETS

CURRENT ASSETS

Cash and cash equivalents

203,549

540,203

Commissions and fees receivable – net

432,476

389,758

Fiduciary cash and receivables

3,888,694

3,739,727

Prepaid incentives – net

9,248

9,219

Other current assets

75,143

109,951

Total current assets

4,609,110

4,788,858

NON-CURRENT ASSETS

Goodwill

3,024,348

2,646,676

Customer relationships

1,554,690

1,392,048

Other intangible assets

97,993

83,674

Prepaid incentives – net

15,824

17,442

Equity method investment in related party

72,443

70,877

Property and equipment – net

60,396

50,209

Lease right-of-use assets

131,585

133,256

Deferred tax assets

308,862

448,289

Other non-current assets

14,788

18,589

Total non-current assets

5,280,929

4,861,060

TOTAL ASSETS

9,890,039

9,649,918

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable and accrued liabilities

197,177

249,200

Accrued compensation

229,821

486,322

Operating lease liabilities

22,297

22,107

Tax Receivable Agreement liabilities

24,411

—

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

36,208

51,732

Fiduciary liabilities

3,888,694

3,739,727

Total current liabilities

4,398,608

4,549,088

NON-CURRENT LIABILITIES

Accrued compensation

57,558

49,362

Operating lease liabilities

155,735

159,231

Long-term debt

3,652,783

3,231,128

Tax Receivable Agreement liabilities

422,975

436,296

Deferred tax liabilities

38,943

39,922

Other non-current liabilities

106,124

86,606

Total non-current liabilities

4,434,118

4,002,545

TOTAL LIABILITIES

8,832,726

8,551,633

STOCKHOLDERS’ EQUITY

Class A common stock ($0.001 par value; 1,000,000,000 shares authorized, 126,032,889 and 125,411,089 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively)

126

125

Class B common stock ($0.001 par value; 1,000,000,000 shares authorized, 135,957,649 and 135,456,313 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively)

136

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

—

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

—

Additional paid-in capital

458,446

506,258

Retained earnings

79,338

122,939

Accumulated other comprehensive income (loss)

4,472

(1,796

)

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

542,518

627,662

Non-controlling interests

514,795

470,623

Total stockholders’ equity

1,057,313

1,098,285

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

9,890,039

9,649,918

Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended March 31,

(in thousands)

2025

2024

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

(4,389

)

40,677

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

Income from equity method investment in related party

(4,937

)

(5,606

)

Amortization

64,985

27,988

Depreciation

2,639

2,080

Prepaid and deferred compensation expense

10,799

918

Non-cash equity-based compensation

19,873

17,310

Amortization of deferred debt issuance costs

2,374

3,409

Amortization of interest rate cap premium

1,739

Deferred income tax expense

2,720

2,139

Deferred income tax expense from common control reorganization

48,115

—

Changes in operating assets and liabilities, net of acquisitions:

Commissions and fees receivable – net

(17,088

)

(4,751

)

Accrued interest liability

(11,801

)

5,958

Other current and non-current assets

41,130

2,061

Other current and non-current accrued liabilities

(298,984

)

(210,461

)

Total cash flows used in operating activities

(142,825

)

(116,539

)

CASH FLOWS FROM INVESTING ACTIVITIES

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

(555,641

)

—

Capital expenditures

(16,730

)

(7,628

)

Asset acquisitions

(664

)

—

Total cash flows used in investing activities

(573,035

)

(7,628

)

CASH FLOWS FROM FINANCING ACTIVITIES

Borrowings on Revolving Credit Facility

574,056

—

Repayments on Revolving Credit Facility

(150,000

)

—

Debt issuance costs paid

(1,548

)

—

Repayment of term debt

(4,250

)

—

Receipt of contingently returnable consideration

1,927

—

Payment of contingent consideration

(25,150

)

—

Receipt of taxes related to net share settlement of equity awards

1,569

130

Taxes paid related to net share settlement of equity awards

(1,700

)

(130

)

Class A common stock dividends and Dividend Equivalents paid

(15,074

)

(40,021

)

Distributions and Declared Distributions paid to non-controlling LLC Unitholders

(6,796

)

(5,617

)

Payment of accrued return on Ryan Re preferred units

(85

)

(1,883

)

Net change in fiduciary liabilities

(36,109

)

37,326

Total cash flows provided by (used in) financing activities

336,840

(10,195

)

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

10,081

(657

)

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

(368,939

)

(135,019

)

CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY—Beginning balance

1,680,805

1,756,332

CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY—Ending balance

1,311,866

1,621,313

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

Cash and cash equivalents

203,549

665,420

Cash and cash equivalents held in a fiduciary capacity

1,108,317

955,893

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

1,311,866

1,621,313

Reconciliation of Organic Revenue Growth Rate

Three Months Ended March 31,

(in thousands, except percentages)

2025

2024

Current period Net commissions and fees revenue

676,128

537,887

Less: Current period contingent commissions

(30,463

)

(24,503

)

Less: Revenue attributable to sold businesses

(146

)

—

Net Commissions and fees revenue excluding contingent commissions

645,519

513,385

Prior period Net commissions and fees revenue

537,887

447,513

Less: Prior year contingent commissions

(24,503

)

(21,635

)

Less: Revenue attributable to sold businesses

(539

)

—

Prior period Net commissions and fees revenue excluding contingent commissions

512,845

425,878

Change in Net commissions and fees revenue excluding contingent commissions

132,674

87,507

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

(67,155

)

(28,539

)

Impact of change in foreign exchange rates

430

(323

)

Organic revenue growth (Non-GAAP)

65,949

58,644

Net commissions and fees revenue growth rate (GAAP)

25.7

20.2

Less: Impact of contingent commissions (1)

0.2

0.3

Net commissions and fees revenue excluding contingent commissions growth rate (2)

25.9

20.5

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

(13.1

)

(6.7

)

Impact of change in foreign exchange rates (4)

0.1

(0.1

)

Organic Revenue Growth Rate (Non-GAAP)

12.9

13.7

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.

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.

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.

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 March 31,

(in thousands, except percentages)

2025

2024

Total revenue

690,166

552,046

Compensation and benefits expense

430,289

373,527

Acquisition-related expense

(3,479

)

(226

)

Acquisition related long-term incentive compensation

(8,331

)

1,627

Restructuring and related expense

—

(26,184

)

Amortization and expense related to discontinued prepaid incentives

(1,178

)

(1,412

)

Equity-based compensation

(14,569

)

(9,515

)

Initial public offering related expense

(5,304

)

(7,795

)

Adjusted compensation and benefits expense (1)

397,428

330,022

Compensation and benefits expense ratio

62.3

67.7

Adjusted compensation and benefits expense ratio

57.6

59.8

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 March 31,

(in thousands, except percentages)

2025

2024

Total revenue

690,166

552,046

General and administrative expense

106,060

75,867

Acquisition-related expense

(13,823

)

(8,211

)

Restructuring and related expense

—

(2,854

)

Adjusted general and administrative expense (1)

92,237

64,802

General and administrative expense ratio

15.4

13.7

Adjusted general and administrative expense ratio

13.4

11.7

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 (Loss)

Three Months Ended March 31,

(in thousands, except percentages)

2025

2024

Total revenue

690,166

552,046

Net income (loss)

(4,389

)

40,677

Interest expense, net

54,508

29,400

Income tax expense

55,430

6,426

Depreciation

2,639

2,080

Amortization

64,985

27,988

Change in contingent consideration (1)

(14,042

)

(65

)

EBITDAC

159,131

106,506

Acquisition-related expense

17,302

8,437

Acquisition related long-term incentive compensation

8,331

(1,627

)

Restructuring and related expense

—

29,038

Amortization and expense related to discontinued prepaid incentives

1,178

1,412

Other non-operating loss (income)

(377

)

1,752

Equity-based compensation

14,569

9,515

IPO related expenses

5,304

7,795

(Income) from equity method investments in related party

(4,937

)

(5,606

)

Adjusted EBITDAC

200,501

157,222

Net income (loss) margin

(0.6

7.4

Adjusted EBITDAC margin

29.1

28.5

For the three months ended March 31, 2025, Change in contingent consideration included a $12.4 million decrease in valuation of the US Assure contingent consideration as a result of increased loss ratios impacting projected profit commissions.

Reconciliation of Adjusted Net Income to Net Income (Loss)

Three Months Ended March 31,

(in thousands, except percentages)

2025

2024

Total revenue

690,166

552,046

Net income (loss)

(4,389

)

40,677

Income tax expense

55,430

6,426

Amortization

64,985

27,988

Amortization of deferred debt issuance costs (1)

2,374

3,409

Change in contingent consideration

(14,042

)

(65

)

Acquisition-related expense

17,302

8,437

Acquisition related long-term incentive compensation

8,331

(1,627

)

Restructuring and related expense

—

29,038

Amortization and expense related to discontinued prepaid incentives

1,178

1,412

Other non-operating loss (income)

(377

)

1,752

Equity-based compensation

14,569

9,515

IPO related expenses

5,304

7,795

(Income) from equity method investments in related party

(4,937

)

(5,606

)

Adjusted income before income taxes (2)

145,728

129,151

Adjusted income tax expense (3)

(37,889

)

(33,734

)

Adjusted net income

107,839

95,417

Net income (loss) margin

(0.6

7.4

Adjusted net income margin

15.6

17.3

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

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

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 months ended March 31, 2025, this calculation of adjusted income tax expense is based on a federal statutory rate of 21% and a combined state income tax rate net of federal benefits of 5.00% on 100% of our adjusted income before income taxes as if the Company owned 100% of the LLC. For the three months ended March 31, 2024, this calculation of adjusted income tax expense is based on a federal statutory rate of 21% and a combined state income tax rate net of federal benefits of 5.12% on 100% of our adjusted income before income taxes as if the Company owned 100% of the LLC.

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

Three Months Ended March 31,

2025

2024

Earnings (loss) per share of Class A common stock – diluted

(0.22

)

0.13

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

—

(0.07

)

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

0.20

0.09

Plus: Adjustments to Adjusted net income (3)

0.43

0.20

Plus: Dilutive impact of unvested equity awards (4)

(0.02

)

—

Adjusted diluted earnings per share

0.39

0.35

(Share count in ’000)

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

125,420

269,922

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

136,064

—

Plus: Dilutive impact of unvested equity awards (4)

17,783

4,854

Adjusted diluted earnings per share diluted share count

279,267

274,776

Adjustment removes the impact of Net income (loss) attributed to dilutive awards and substantively vested RSUs to arrive at Net income (loss) attributable to Ryan Specialty Holdings, Inc. For the three months ended March 31, 2025 and 2024, this removes $0 million and $17.7 million of Net income (loss), respectively, on 125.4 million and 269.9 million Weighted-average shares of Class A common stock outstanding - diluted, respectively. See “Note 9, Earnings (Loss) Per Share” of the unaudited quarterly consolidated financial statements.

For comparability purposes, this calculation incorporates the Net income (loss) that would be distributable if all LLC Common Units (together with shares of Class B common stock). For the three months ended March 31, 2025 and 2024, this includes $23.3 million and $24.1 million of Net income (loss), respectively, on 261.5 million and 269.9 million Weighted-average shares of Class A common stock outstanding - diluted, respectively. For the three months ended March 31, 2024, 140.4 million weighted average outstanding LLC Common Units were considered dilutive and included in the 269.9 million Weighted-average shares of Class A common stock outstanding - diluted within Diluted EPS. See “Note 9, Earnings (Loss) Per Share” of the unaudited quarterly consolidated financial statements.

Adjustments to Adjusted net income are described in the footnotes of the reconciliation of Adjusted net income to Net income (loss) in “Adjusted Net Income and Adjusted Net Income Margin” on 261.5 million and 269.9 million Weighted-average shares of Class A common stock outstanding - diluted for the three months ended March 31, 2025 and 2024, respectively.

For comparability purposes and to be consistent with the treatment of the adjustments to arrive at Adjusted net income, the dilutive effect of unvested equity awards as well as outstanding vested options and vested Class C Incentive Units is calculated using the treasury stock method as if the weighted-average unrecognized cost associated with the awards was $0 over the period, less any unvested equity awards determined to be dilutive within the Diluted EPS calculation disclosed in “Note 9, Earnings (Loss) Per Share” of the unaudited quarterly consolidated financial statements. For the three months ended March 31, 2025 and 2024, 17.8 million and 4.9 million shares were added to the calculation, respectively.

Reconciliation of Credit Adjusted EBITDAC to Net Income (Loss)

(in thousands)

Twelve Months Ended March 31, 2025

Total Revenue

2,653,830

Net Income

184,847

Interest expense, net

183,556

Income tax expense

91,645

Depreciation

10,344

Amortization

194,842

Change in contingent consideration (1)

(36,836

)

EBITDAC

628,398

Acquisition-related expense

78,707

Acquisition related long-term incentive compensation

34,904

Restructuring and related expense

30,659

Amortization and expense related to discontinued prepaid incentives

4,926

Other non-operating loss

12,912

Equity-based compensation

57,092

IPO related expenses

24,466

(Income) from equity method investments in related party

(17,562

)

Adjusted EBITDAC (2)

854,502

Credit adjustments (3)

77,923

Credit Adjusted EBITDAC

932,425

(1)

For the twelve months ended March 31, 2025, Change in contingent consideration included a $37.9 million decrease in valuation of the US Assure contingent consideration as a result of increased loss ratios impacting projected profit commissions.

(2)

Adjustments made to Net income (loss) 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.

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