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FALSE000184925300018492532024-10-302024-10-30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 2024
____________________
RYAN SPECIALTY HOLDINGS, INC.
(Exact name of Registrant as Specified in Its Charter)
____________________
Delaware
001-40645
86-2526344
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
155 North Wacker Drive, Suite 4000
Chicago, Illinois
60606
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: 312 784-6001
(Former Name or Former Address, if Changed Since Last Report)
____________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Class A Common Stock, $0.001 par value
RYAN
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act
of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. o
Item 2.02 Results of Operations and Financial Condition.
On October 30, 2024, Ryan Specialty Holdings, Inc. (the “Company”) issued a press release announcing its results of
operations for the third quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 hereto
and is incorporated herein by reference.
The information furnished herewith pursuant to Item 2.02 of this Current Report, including Exhibit 99.1, shall not be
deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that section. The information in this current report shall not be incorporated by reference into any
registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly
set forth by specific reference in such filing.
Item 8.01 Other Events.
On October 30, 2024, the Company's board of directors (the "Board") declared a regular quarterly dividend of $0.11 per
share on the outstanding Class A common stock. The regular quarterly dividend will be payable on November 26, 2024, to
stockholders of record as of the close of business on November 12, 2024.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
The following exhibits are furnished herewith:
Exhibit No.
Description of Exhibit
99.1
104
Cover Page Interactive Data File (formatted as inline XBRL)
Cautionary Note Regarding Forward-Looking Statements
This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995 that involve substantial risks and uncertainties. All statements, other than statements of historical fact included in this
report, are forward-looking statements. Forward-looking statements give our current expectations relating to our financial
condition, results of operations, plans, objectives, future performance, and business. You can identify forward-looking
statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such
as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely,”
and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating
or financial performance or other events. For example, all statements we make relating to our estimated costs, expenditures,
financial results, any future dividends, our plans, and anticipated cost savings relating to the restructuring plan and the
amount and timing of delivery of annual cost savings are forward-looking statements. All forward-looking statements are
subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, These
forward-looking statements are not guarantees of future performance and involve risks, assumptions and uncertainties,
including, but not limited to, those relating to whether the Company will achieve the associated objectives with its
Program, whether the costs and charges associated with restructuring initiatives will exceed current estimates and forecasts,
its ability to realize expected savings and benefits in the amounts and at the times anticipated, changes in management’s
assumptions, its ability to achieve anticipated financial results, risks associated with acquisitions, divestitures, joint
ventures and strategic investments, outcomes of legal and regulatory matters, and changes in legislation or regulations.
These and other risks, assumptions and uncertainties are described in Item 1A (Risk Factors) of the Company’s most recent
Annual Report on Form 10-K and in other documents that the Company files or furnishes with the Securities and Exchange
Commission. 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.
Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of
the date they are made. Except to the extent required by law, the Company does not undertake, and expressly disclaims,
any duty or obligation to update publicly any forward-looking statement after the date of this report, whether as a result of
new information, future events, changes in assumptions or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
RYAN SPECIALTY HOLDINGS, INC. (Registrant)
Date:
October 29, 2024
By:
/s/ Janice M. Hamilton
Janice M. Hamilton
Executive Vice President and Chief Financial Officer
EX-99.1 2 ryan-20240930xex991.htm EX-99.1 RYAN-2024.09.30-EX 99.1
ryana.jpg
RYAN SPECIALTY REPORTS THIRD QUARTER 2024 RESULTS
- Total Revenue grew 20.5% year-over-year to $604.7 million -
- Organic Revenue Growth Rate* of 11.8% year-over-year -
- Net Income of $28.6 million, or $0.09 per diluted share -
- Adjusted EBITDAC* grew 29.4% year-over-year to $190.3 million -
- Adjusted Net Income increased 31.2% year-over-year to $113.6 million, or $0.41 per diluted share -
October 30, 2024 | CHICAGO, IL — 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, 2024.
Third Quarter 2024 Highlights
•Revenue grew 20.5% year-over-year to $604.7 million, compared to $501.9 million in the prior-year period
•Organic Revenue Growth Rate* was 11.8% for the quarter, compared to 15.0% in the prior-year period
•Net Income increased 82.4% year-over-year to $28.6 million, compared to $15.7 million in the prior-year
period. Diluted Earnings per Share was $0.09.
•Adjusted EBITDAC* increased 29.4% to $190.3 million, compared to $147.0 million in the prior-year period
•Adjusted EBITDAC Margin* of 31.5%, compared to 29.3% in the prior-year period
•Adjusted Net Income* increased 31.2% to $113.6 million, compared to $86.6 million in the prior-year
period
•Adjusted Diluted Earnings per Share* increased 28.1% to $0.41, compared to $0.32 in the prior-year
period
•Capital return to shareholders and LLC unit holders was $19.0 million of regular dividends and distributions
“It was an excellent quarter for Ryan Specialty by all measures,” said Patrick G. Ryan, Founder and Executive
Chairman of Ryan Specialty. "We grew total revenue 20.5% led by 11.8% organic revenue growth. We
expanded Adjusted EBITDAC margin by 220 basis points year-over-year while growing Adjusted EPS by 28%.
Along with our strong results, we continued to execute our M&A strategy by closing five acquisitions through
the beginning of October. In addition, our leadership transition has been seamless, and we are thrilled to have
Tim Turner as our new CEO. I am confident that we have the right team in place to advance our winning
strategy today and over the long term.”
“We again had outstanding performance from all of our Specialties,” added Tim Turner, Chief Executive Officer
of Ryan Specialty. “Our team continues to tirelessly deliver value and develop innovative solutions for our
clients in this difficult insurance market. We are pleased to welcome new teammates from five delegated
authority businesses that have joined the Ryan Specialty family. These firms both enhance our current
offerings and expand our total addressable market. We also strengthened our balance sheet given we issued
new senior notes and upsized our credit facility, while reducing our borrowing margin. We continue to be well
positioned to deliver sustainable and differentiated growth over the long term, and to create additional value
for our shareholders.”
2
Summary of Second Quarter 2024 Results
Three Months Ended
September 30,
Change
Nine Months Ended
September 30,
Change
(in thousands, except percentages
and per share data)
2024
2023
$
%
2024
2023
$
%
GAAP financial measures
Total revenue
$604,694
$501,938
$102,756
20.5%
$1,852,181
$1,544,686
$307,495
19.9%
Net commissions and fees
588,129
487,345
100,784
20.7
1,806,264
1,507,878
298,386
19.8
Compensation and benefits
393,249
329,212
64,037
19.5
1,180,825
989,294
191,531
19.4
General and administrative
88,684
69,288
19,396
28.0
247,518
202,595
44,923
22.2
Total operating expenses
523,217
432,121
91,096
21.1
1,533,687
1,281,942
251,745
19.6
Operating income
81,477
69,817
11,660
16.7
318,494
262,744
55,750
21.2
Net income
28,643
15,703
12,940
82.4
187,358
135,977
51,381
37.8
Net income (loss) attributable
to Ryan Specialty Holdings, Inc.
17,589
(5,047)
22,636
NM
80,911
38,191
42,720
111.9
Compensation and benefits
expense ratio (1)
65.0%
65.6%
63.8%
64.0%
General and administrative
expense ratio (2)
14.7%
13.8%
13.4%
13.1%
Net income margin (3)
4.7%
3.1%
10.1%
8.8%
Earnings (loss) per share (4)
$0.15
$(0.04)
$0.67
$0.34
Diluted earnings (loss) per
share (4)
$0.09
$(0.04)
$0.59
$0.34
Non-GAAP financial measures*
Organic revenue growth rate
11.8%
15.0%
13.3%
15.0%
Adjusted compensation and
benefits expense
$343,442
$296,400
$47,042
15.9%
$1,057,424
$911,926
$145,498
16.0%
Adjusted compensation and
benefits expense ratio
56.8%
59.1%
57.1%
59.0%
Adjusted general and
administrative expense
$70,991
$58,560
$12,431
21.2%
$199,583
$166,606
$32,977
19.8%
Adjusted general and
administrative expense ratio
11.7%
11.7%
10.8%
10.8%
Adjusted EBITDAC
$190,261
$146,978
$43,283
29.4%
$595,174
$466,154
$129,020
27.7%
Adjusted EBITDAC margin
31.5%
29.3%
32.1%
30.2%
Adjusted net income
$113,633
$86,631
$27,002
31.2%
$369,604
$282,144
$87,460
31.0%
Adjusted net income margin
18.8%
17.3%
20.0%
18.3%
Adjusted diluted earnings per
share
$0.41
$0.32
$1.34
$1.04
* 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.
NM - Not Meaningful
(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 10, Earnings Per Share” of the unaudited quarterly consolidated financial statements.
3
Third Quarter 2024 Review*
Total revenue for the third quarter of 2024 was $604.7 million, an increase of 20.5% compared to $501.9
million in the prior-year period. This increase was primarily due to continued solid Organic revenue growth of
11.8%, 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
September 30, 2024, changes in contingent commissions, the impact of foreign exchange rates, and increased
Fiduciary investment income. We experienced growth across the majority of our property and casualty lines.
Total operating expenses for the third quarter of 2024 were $523.2 million, a 21.1% 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 revenue growth and an increase
in Acquisition related long-term incentive compensation, partially offset by savings associated with
ACCELERATE 2025. General and administrative expense also increased compared to the prior-year period to
accommodate revenue growth and an increase in Acquisition related expense.
Net income for the third quarter of 2024 increased 82.4% to $28.6 million, compared to $15.7 million in the
prior-year period. The increase was due to strong revenue growth and lower Income tax expense compared to
the prior-year period, partially offset by higher Interest expense, net and higher Other non-operating loss.
Adjusted EBITDAC grew 29.4% to $190.3 million from $147.0 million in the prior-year period. Adjusted
EBITDAC margin for the quarter was 31.5%, compared to 29.3% 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 third quarter of 2024 increased 31.2% to $113.6 million, compared $86.6 million
in the prior-year period. Adjusted net income margin was 18.8%, compared to 17.3% in the prior-year period.
Adjusted diluted earnings per share for the third quarter of 2024 increased 28.1% to $0.41, compared to $0.32
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 2024 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 September 30,
(in thousands, except percentages)
2024
% of
total
2023
% of
total
Change
Wholesale Brokerage
$346,666
59.0%
$308,872
63.4%
$37,794
12.2%
Binding Authorities
76,497
13.0
69,245
14.2
7,252
10.5
Underwriting Management
164,966
28.0
109,228
22.4
55,738
51.0
Total net commissions and fees
$588,129
$487,345
$100,784
20.7%
4
Nine Months Ended September 30,
(in thousands, except percentages)
2024
% of
total
2023
% of
total
Change
Wholesale Brokerage
$1,114,240
61.7%
$976,338
64.7%
$137,902
14.1%
Binding Authorities
245,762
13.6
208,547
13.8
37,215
17.8
Underwriting Management
446,262
24.7
322,993
21.4
123,269
38.2
Total Net commissions and fees
$1,806,264
$1,507,878
$298,386
19.8%
The following tables sets forth our revenue by type of commission and fees:
Three Months Ended September 30,
(in thousands, except percentages)
2024
% of
total
2023
% of
total
Change
Net commissions and policy fees
$555,282
94.4%
$470,085
96.4%
$85,197
18.1%
Supplemental and contingent
commissions
20,455
3.5
8,592
1.8
11,863
138.1
Loss mitigation and other fees
12,392
2.1
8,668
1.8
3,724
43.0
Total net commissions and fees
$588,129
$487,345
$100,784
20.7%
Nine Months Ended September 30,
(in thousands, except percentages)
2024
% of
total
2023
% of
total
Change
Net commissions and policy fees
$1,706,781
94.5%
$1,437,239
95.3%
$269,542
18.8%
Supplemental and contingent
commissions
$58,618
3.2
$46,281
3.1
12,337
26.7
Loss mitigation and other fees
$40,865
2.3
$24,358
1.6
16,507
67.8
Total net commissions and fees
$1,806,264
$1,507,878
$298,386
19.8%
Liquidity and Financial Condition
As of September 30, 2024, the Company had Cash and cash equivalents of $235.2 million and outstanding debt
principal of $2.7 billion.
Quarterly Dividend
On October 30, 2024, the Company's board of directors (the "Board") declared a regular quarterly dividend of
$0.11 per share on the outstanding Class A common stock. The regular quarterly dividend will be payable on
November 26, 2024 to stockholders of record as of the close of business on November 12, 2024. A portion of
the dividend, $0.04 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 2024 Outlook*
The Company is maintaining its full year 2024 outlook for Organic Revenue Growth Rate and Adjusted EBITDAC
Margin as follows:
•Organic Revenue Growth Rate guidance for full year 2024 is between 13.0% – 14.0%
•Adjusted EBITDAC Margin guidance for full year 2024 is between 32.0% – 32.5%
5
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 host a conference call today at 5:00 PM ET to discuss these results. A live audio webcast of
the conference call will be available on the Company’s website at ryanspecialty.com in its Investors section.
The dial-in number for the conference call is (877) 451-6152 (toll-free) or (201) 389-0879 (international).
Please dial the number 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 2024 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
6
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 year prior, adjusted to eliminate revenue
attributable to acquisitions for the first twelve months of ownership, 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 (benefit), 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. In 2024, Acquisition-related expense includes 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,
7
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. See “Note 4, Restructuring” of the unaudited quarterly consolidated financial
statements for further discussion of ACCELERATE 2025. The remaining costs that preceded the restructuring
plan were associated with professional services costs related to program design and licensing costs.
Amortization and expense is composed of charges related to discontinued prepaid incentive programs. For the
three months ended September 30, 2024, Other non-operating loss was composed of $16.2 million of expense
related to a term loan modification and $0.5 million of TRA contractual interest and related expense offset by
$0.1 million of sublease income. For the three months ended September 30, 2023, Other non-operating loss
included $0.3 million of TRA contractual interest and related expense offset by $0.2 million of sublease
income. For the nine months ended September 30, 2024, Other non-operating loss consisted of $18.1 million
of expense related to term loan modifications and $0.8 million of TRA contractual interest and related expense
offset by $0.4 million of sublease income. For the nine months ended September 30, 2023, Other non-
operating loss included $0.5 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. For the three and nine
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. 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.
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,
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.
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.
8
With respect to the Organic revenue growth rate and Adjusted EBITDAC margin outlook presented in the “Full
Year 2024 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.
Contacts:
Investor Relations
Nicholas Mezick
Director, 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
9
Consolidated Statements of Income (Unaudited)
Three Months Ended
September 30,
Nine Months Ended September
30,
(in thousands, except percentages and per share data)
2024
2023
2024
2023
Revenue
Net commissions and fees
$588,129
$487,345
$1,806,264
$1,507,878
Fiduciary investment income
16,565
14,593
45,917
36,808
Total revenue
$604,694
$501,938
$1,852,181
$1,544,686
Expenses
Compensation and benefits
393,249
329,212
1,180,825
989,294
General and administrative
88,684
69,288
247,518
202,595
Amortization
39,182
29,572
97,711
79,125
Depreciation
2,467
2,201
6,820
6,570
Change in contingent consideration
(365)
1,848
813
4,358
Total operating expenses
$523,217
$432,121
$1,533,687
$1,281,942
Operating income
$81,477
$69,817
$318,494
$262,744
Interest expense, net
49,388
31,491
109,916
89,840
(Income) from equity method investment in related party
(4,182)
(2,271)
(13,510)
(5,882)
Other non-operating loss
16,590
67
18,575
37
Income before income taxes
$19,681
$40,530
$203,513
$178,749
Income tax expense (benefit)
(8,962)
24,827
16,155
42,772
Net income
$28,643
$15,703
$187,358
$135,977
GAAP financial measures
Total revenue
$604,694
$501,938
$1,852,181
$1,544,686
Net commissions and fees
588,129
487,345
1,806,264
1,507,878
Compensation and benefits
393,249
329,212
1,180,825
989,294
General and administrative
88,684
69,288
247,518
202,595
Net income
28,643
15,703
187,358
135,977
Compensation and benefits expense ratio (1)
65.0%
65.6%
63.8%
64.0%
General and administrative expense ratio (2)
14.7%
13.8%
13.4%
13.1%
Net income margin (3)
4.7%
3.1%
10.1%
8.8%
Earnings (loss) per share (4)
$0.15
$(0.04)
$0.67
$0.34
Diluted earnings (loss) per share (4)
$0.09
$(0.04)
$0.59
$0.34
Non-GAAP Financial Measures (Unaudited)
Three Months Ended
September 30,
Nine Months Ended September
30,
(in thousands, except percentages and per share data)
2024
2023
2024
2023
Non-GAAP financial measures*
Organic revenue growth rate
11.8%
15.0%
13.3%
15.0%
Adjusted compensation and benefits expense
$343,442
$296,400
$1,057,424
$911,926
Adjusted compensation and benefits expense ratio
56.8%
59.1%
57.1%
59.0%
Adjusted general and administrative expense
$70,991
$58,560
$199,583
$166,606
Adjusted general and administrative expense ratio
11.7%
11.7%
10.8%
10.8%
Adjusted EBITDAC
$190,261
$146,978
$595,174
$466,154
Adjusted EBITDAC margin
31.5%
29.3%
32.1%
30.2%
Adjusted net income
$113,633
$86,631
$369,604
$282,144
Adjusted net income margin
18.8%
17.3%
20.0%
18.3%
Adjusted diluted earnings per share
$0.41
$0.32
$1.34
$1.04
10
Consolidated Balance Sheets (Unaudited)
(in thousands, except share and per share data)
September 30,
2024
December 31,
2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$235,199
$838,790
Commissions and fees receivable – net
334,637
294,195
Fiduciary cash and receivables
3,357,047
3,131,660
Prepaid incentives – net
8,309
8,718
Other current assets
84,165
62,229
Total current assets
$4,019,357
$4,335,592
NON-CURRENT ASSETS
Goodwill
2,341,340
1,646,482
Customer relationships
1,283,489
572,416
Other intangible assets
69,167
38,254
Prepaid incentives – net
15,449
15,103
Equity method investment in related party
62,444
46,099
Property and equipment – net
45,703
42,427
Lease right-of-use assets
122,617
127,708
Deferred tax assets
486,432
383,816
Other non-current assets
32,505
39,312
Total non-current assets
$4,459,146
$2,911,617
TOTAL ASSETS
$8,478,503
$7,247,209
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities
$206,185
$136,340
Accrued compensation
325,120
419,560
Operating lease liabilities
21,489
21,369
Tax Receivable Agreement liabilities
22,721
—
Short-term debt and current portion of long-term debt
33,316
35,375
Fiduciary liabilities
3,357,047
3,131,660
Total current liabilities
$3,965,878
$3,744,304
NON-CURRENT LIABILITIES
Accrued compensation
52,261
24,917
Operating lease liabilities
148,487
154,457
Long-term debt
2,646,550
1,943,837
Tax Receivable Agreement liabilities
432,406
358,898
Deferred tax liabilities
21,162
55
Other non-current liabilities
110,227
41,097
Total non-current liabilities
$3,411,093
$2,523,261
TOTAL LIABILITIES
$7,376,971
$6,267,565
STOCKHOLDERS’ EQUITY
Class A common stock ($0.001 par value; 1,000,000,000 shares authorized, 125,096,524 and
118,593,062 shares issued and outstanding at September 30, 2024 and December 31, 2023,
respectively)
125
119
Class B common stock ($0.001 par value; 1,000,000,000 shares authorized, 136,724,772 and
141,621,188 shares issued and outstanding at September 30, 2024 and December 31, 2023,
respectively)
137
142
Class X common stock ($0.001 par value; 10,000,000 shares authorized, 640,784 shares issued and 0
outstanding at September 30, 2024 and December 31, 2023)
—
—
Preferred stock ($0.001 par value; 500,000,000 shares authorized, 0 shares issued and outstanding at
September 30, 2024 and December 31, 2023)
—
—
Additional paid-in capital
500,518
441,997
Retained earnings
124,973
114,420
Accumulated other comprehensive income
7,080
3,076
Total stockholders’ equity attributable to Ryan Specialty Holdings, Inc.
$632,833
$559,754
Non-controlling interests
468,699
419,890
Total stockholders’ equity
$1,101,532
$979,644
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$8,478,503
$7,247,209
11
Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended September
30,
(in thousands)
2024
2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
$187,358
$135,977
Adjustments to reconcile net income to cash flows provided by operating activities:
(Income) from equity method investment in related party
(13,510)
(5,882)
Amortization
97,711
79,125
Depreciation
6,820
6,570
Prepaid and deferred compensation expense
25,220
8,882
Non-cash equity-based compensation
61,664
54,136
Amortization of deferred debt issuance costs
21,838
9,125
Amortization of interest rate cap premium
5,216
5,216
Deferred income tax expense (benefit)
(1,959)
11,745
Deferred income tax expense from reorganization
—
20,679
Loss on Tax Receivable Agreement
646
478
Changes in operating assets and liabilities, net of acquisitions:
Commissions and fees receivable – net
21,514
3,875
Accrued interest liability
2,260
(4,293)
Other current and non-current assets
(12,826)
10,935
Other current and non-current accrued liabilities
(146,724)
(86,233)
Total cash flows provided by operating activities
$255,228
$250,335
CASH FLOWS FROM INVESTING ACTIVITIES
Business combinations – net of cash acquired and cash held in a fiduciary capacity
(1,256,732)
(366,149)
Capital expenditures
(29,705)
(16,013)
Repayments of prepaid incentives
—
228
Total cash flows used in investing activities
$(1,286,437)
$(381,934)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Senior Secured Notes
595,200
—
Borrowings on Revolving Credit Facility
850,000
—
Repayments on Revolving Credit Facility
(850,000)
—
Debt issuance costs paid
(16,771)
—
Proceeds from term debt
107,625
—
Repayment of term debt
(8,250)
(12,375)
Payment of contingent consideration
—
(4,477)
Tax distributions to non-controlling LLC Unitholders
(65,833)
(52,633)
Receipt of taxes related to net share settlement of equity awards
26,502
7,786
Taxes paid related to net share settlement of equity awards
(18,516)
(7,091)
Dividends paid to Class A common shareholders
(66,507)
—
Distributions to non-controlling LLC Unitholders
(16,754)
—
Payment of accrued return on Ryan Re preferred units
(2,047)
—
Net change in fiduciary liabilities
90,700
36,832
Total cash flows provided by (used in) financing activities
$625,349
$(31,958)
Effect of changes in foreign exchange rates on cash, cash equivalents, and cash and cash
equivalents held in a fiduciary capacity
5,641
(828)
NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A
FIDUCIARY CAPACITY
$(400,219)
$(164,385)
CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY
—Beginning balance
1,756,332
1,767,385
CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY
—Ending balance
$1,356,113
$1,603,000
Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary
capacity
Cash and cash equivalents
235,199
754,370
Cash and cash equivalents held in a fiduciary capacity
1,120,914
848,630
Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity
$1,356,113
$1,603,000
12
Reconciliation of Organic Revenue Growth Rate
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands, except percentages)
2024
2023
2024
2023
Current period Net commissions and fees revenue
$588,129
$487,345
$1,806,264
$1,507,878
Less: Current period contingent commissions
(14,842)
(4,487)
(44,741)
(30,624)
Net Commissions and fees revenue
excluding contingent commissions
$573,287
$482,858
$1,761,523
$1,477,254
Prior period Net commissions and fees revenue
$487,345
$407,551
$1,507,878
$1,284,459
Less: Prior year contingent commissions
(4,487)
(3,039)
(30,624)
(24,978)
Prior period Net commissions and fees revenue
excluding contingent commissions
$482,858
$404,512
$1,477,254
$1,259,481
Change in Net commissions and fees revenue excluding
contingent commissions
$90,429
$78,346
$284,269
$217,773
Less: Mergers and acquisitions Net commissions and fees
revenue excluding contingent commissions
(33,416)
(16,980)
(87,690)
(28,563)
Impact of change in foreign exchange rates
(196)
(739)
(521)
350
Organic revenue growth (Non-GAAP)
$56,817
$60,628
$196,058
$189,560
Net commissions and fees revenue growth rate (GAAP)
20.7%
19.6%
19.8%
17.4%
Less: Impact of contingent commissions (1)
(2.0)
(0.2)
(0.6)
(0.1)
Net commissions and fees revenue
excluding contingent commissions growth rate (2)
18.7%
19.4%
19.2%
17.3%
Less: Mergers and acquisitions Net commissions and fees
revenue excluding contingent commissions (3)
(6.9)
(4.2)
(5.9)
(2.3)
Impact of change in foreign exchange rates (4)
0.0
(0.2)
0.0
0.0
Organic Revenue Growth Rate (Non-GAAP)
11.8%
15.0%
13.3%
15.0%
(1)Calculated by subtracting Net commissions and fees revenue growth rate from net commissions and fees revenue
excluding contingent commissions growth rate.
(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.
(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.
(4)Calculated by taking the change in foreign exchange rates divided by prior period net commissions and fees
revenue excluding contingent commissions.
13
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)
2024
2023
2024
2023
Total revenue
$604,694
$501,938
$1,852,181
$1,544,686
Compensation and benefits expense
$393,249
$329,212
$1,180,825
$989,294
Acquisition-related expense
(3,785)
(1,546)
(5,171)
(3,331)
Acquisition related long-term incentive compensation
(15,775)
(550)
(17,039)
(1,702)
Restructuring and related expense
(5,693)
(11,538)
(35,676)
(13,407)
Amortization and expense related to discontinued prepaid
incentives
(1,095)
(1,571)
(3,851)
(4,793)
Equity-based compensation
(17,385)
(8,280)
(39,656)
(23,106)
Initial public offering related expense
(6,074)
(9,327)
(22,008)
(31,029)
Adjusted compensation and benefits expense (1)
$343,442
$296,400
$1,057,424
$911,926
Compensation and benefits expense ratio
65.0%
65.6%
63.8%
64.0%
Adjusted compensation and benefits expense ratio
56.8%
59.1%
57.1%
59.0%
(1)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)
2024
2023
2024
2023
Total revenue
$604,694
$501,938
$1,852,181
$1,544,686
General and administrative expense
$88,684
$69,288
$247,518
$202,595
Acquisition-related expense
(12,560)
(5,790)
(35,779)
(12,196)
Restructuring and related expense
(5,133)
(4,938)
(12,156)
(23,793)
Adjusted general and administrative expense (1)
$70,991
$58,560
$199,583
$166,606
General and administrative expense ratio
14.7%
13.8%
13.4%
13.1%
Adjusted general and administrative expense ratio
11.7%
11.7%
10.8%
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.”
14
Reconciliation of Adjusted EBITDAC to Net Income
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands, except percentages)
2024
2023
2024
2023
Total revenue
$604,694
$501,938
$1,852,181
$1,544,686
Net income
$28,643
$15,703
$187,358
$135,977
Interest expense, net
49,388
31,491
109,916
89,840
Income tax expense (benefit)
(8,962)
24,827
16,155
42,772
Depreciation
2,467
2,201
6,820
6,570
Amortization
39,182
29,572
97,711
79,125
Change in contingent consideration
(365)
1,848
813
4,358
EBITDAC
$110,353
$105,642
$418,773
$358,642
Acquisition-related expense
16,345
7,336
40,950
15,527
Acquisition related long-term incentive compensation
15,775
550
17,039
1,702
Restructuring and related expense
10,826
16,476
47,832
37,200
Amortization and expense related to discontinued
prepaid incentives
1,095
1,571
3,851
4,793
Other non-operating loss
16,590
67
18,575
37
Equity-based compensation
17,385
8,280
39,656
23,106
IPO related expenses
6,074
9,327
22,008
31,029
(Income) from equity method investments in related
party
(4,182)
(2,271)
(13,510)
(5,882)
Adjusted EBITDAC
$190,261
$146,978
$595,174
$466,154
Net income margin
4.7%
3.1%
10.1%
8.8%
Adjusted EBITDAC margin
31.5%
29.3%
32.1%
30.2%
(1)Adjustments made to Net income are described in the definition of Adjusted EBITDAC in “Non-GAAP Financial
Measures and Key Performance Indicators.”
15
Reconciliation of Adjusted Net Income to Net Income
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands, except percentages)
2024
2023
2024
2023
Total revenue
$604,694
$501,938
$1,852,181
$1,544,686
Net income
$28,643
$15,703
$187,358
$135,977
Income tax expense (benefit)
(8,962)
24,827
16,155
42,772
Amortization
39,182
29,572
97,711
79,125
Amortization of deferred debt issuance costs (1)
15,402
3,045
21,838
9,125
Change in contingent consideration
(365)
1,848
813
4,358
Acquisition-related expense
16,345
7,336
40,950
15,527
Acquisition related long-term incentive compensation
15,775
550
17,039
1,702
Restructuring and related expense
10,826
16,476
47,832
37,200
Amortization and expense related to discontinued
prepaid incentives
1,095
1,571
3,851
4,793
Other non-operating loss
16,590
67
18,575
37
Equity-based compensation
17,385
8,280
39,656
23,106
IPO related expenses
6,074
9,327
22,008
31,029
(Income) from equity method investments in related
party
(4,182)
(2,271)
(13,510)
(5,882)
Adjusted income before income taxes (2)
$153,808
$116,331
$500,276
$378,869
Adjusted income tax expense (3)
(40,175)
(29,700)
(130,672)
(96,725)
Adjusted net income
$113,633
$86,631
$369,604
$282,144
Net income margin
4.7%
3.1%
10.1%
8.8%
Adjusted net income margin
18.8%
17.3%
20.0%
18.3%
(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, 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. For the three and nine months ended September 30,
2023, 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 4.53% on 100% of our adjusted income before income taxes as if
the Company owned 100% of the LLC.
16
Reconciliation of Adjusted Diluted Earnings per Share to Diluted Earnings per Share
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024
2023
2024
2023
Earnings (loss) per share of Class A common stock – diluted
$0.09
$(0.04)
$0.59
$0.34
Less: Net income attributed to dilutive shares and substantively
vested RSUs (1)
(0.03)
—
(0.29)
(0.03)
Plus: Impact of all LLC Common Units exchanged for Class A shares (2)
0.05
0.10
0.39
0.20
Plus: Adjustments to Adjusted net income (3)
0.31
0.28
0.67
0.54
Plus: Dilutive impact of unvested equity awards (4)
(0.01)
(0.02)
(0.02)
(0.01)
Adjusted diluted earnings per share
$0.41
$0.32
$1.34
$1.04
(Share count in '000)
Weighted-average shares of Class A common stock outstanding –
diluted
272,686
115,872
271,283
124,884
Plus: Impact of all LLC Common Units exchanged for Class A shares (2)
—
141,690
—
142,974
Plus: Dilutive impact of unvested equity awards (4)
3,467
15,115
4,445
4,390
Adjusted diluted earnings per share diluted share count
276,153
272,677
275,728
272,248
(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, 2024
and 2023, this removes $8.3 million and $(0.1) million of Net income (loss), respectively, on 272.7 million and 115.9
million Weighted-average shares of Class A common stock outstanding - diluted, respectively. For the nine months
ended September 30, 2024 and 2023, this removes $78.3 million and $3.8 million of Net income, respectively, on
271.3 million and 124.9 million Weighted-average shares of Class A common stock outstanding - diluted,
respectively. See “Note 10, 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) and vested Class C Incentive units were exchanged
for shares of Class A common stock. For the three months ended September 30, 2024 and 2023, this includes $11.1
million and $20.8 million of Net income, respectively, on 272.7 million and 257.6 million Weighted-average shares
of Class A common stock outstanding - diluted, respectively. For the nine months ended September 30, 2024 and
2023, this includes $106.4 million and $97.8 million of Net income, respectively, on 271.3 million and 267.9 million
Weighted-average shares of Class A common stock outstanding - diluted, respectively. For the three months ended
September 30, 2023, 141.7 million weighted average outstanding LLC Common Units were considered dilutive and
included in the 257.6 million Weighted-average shares of Class A common stock outstanding - diluted within
Diluted EPS. For the nine months ended September 30, 2023, 143.0 million weighted average outstanding LLC
Common Units were considered dilutive and included in the 267.9 million Weighted-average shares of Class A
common stock outstanding - diluted within Diluted EPS. See “Note 10, 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 272.7 million and 257.6 million
Weighted-average shares of Class A common stock outstanding - diluted for the three months ended
September 30, 2024 and 2023, respectively, and on 271.3 million and 267.9 million Weighted-average shares of
Class A common stock outstanding- diluted for the nine months ended September 30, 2024 and 2023, 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 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 10, Earnings Per Share” of
the unaudited quarterly consolidated financial statements. For the three months ended September 30, 2024 and
2023, 3.5 million and 15.1 million shares were added to the calculation, respectively. For the nine months ended
September 30, 2024 and 2023, 4.4 million shares were added to the calculation.