エドガーで原本を確認する
(State or Other Jurisdiction of
Incorporation or Organization)
|
(I.R.S. Employer
Identification No.)
|
|||
(Address of principal executive offices) |
(Zip Code) |
( |
(Registrant’s telephone number, including area code) |
Title of each class |
Trading
symbol
|
Name of each exchange
on which registered
|
||
☒ |
Accelerated filer |
☐ |
||
Non-accelerated filer |
☐ |
Smaller reporting company |
||
Emerging growth company |
Three Months Ended March 31, |
||||
2025 |
2024 |
|||
REVENUE |
||||
Net commissions and fees |
$ |
$ |
||
Fiduciary investment income |
||||
Total revenue |
$ |
$ |
||
EXPENSES |
||||
Compensation and benefits |
||||
General and administrative |
||||
Amortization |
||||
Depreciation |
||||
Change in contingent consideration |
( |
( |
||
Total operating expenses |
$ |
$ |
||
OPERATING INCOME |
$ |
$ |
||
Interest expense, net |
||||
Income from equity method investment in related party |
( |
( |
||
Other non-operating loss (income) |
( |
|||
INCOME BEFORE INCOME TAXES |
$ |
$ |
||
Income tax expense |
||||
NET INCOME (LOSS) |
$( |
$ |
||
Net income attributable to non-controlling interests, net of tax |
||||
NET INCOME (LOSS) ATTRIBUTABLE TO RYAN SPECIALTY
HOLDINGS, INC.
|
$( |
$ |
||
NET INCOME (LOSS) PER SHARE OF CLASS A COMMON STOCK: |
||||
Basic |
$( |
$ |
||
Diluted |
$( |
$ |
||
WEIGHTED-AVERAGE SHARES OF CLASS A COMMON STOCK
OUTSTANDING:
|
||||
Basic |
||||
Diluted |
||||
Three Months Ended March 31, |
||||
2025 |
2024 |
|||
NET INCOME (LOSS) |
$( |
$ |
||
Net income attributable to non-controlling interests, net of tax |
||||
NET INCOME (LOSS) ATTRIBUTABLE TO RYAN SPECIALTY
HOLDINGS, INC.
|
$( |
$ |
||
Other comprehensive income, net of tax: |
||||
Gain on interest rate cap |
||||
(Gain) on interest rate cap reclassified to earnings |
( |
( |
||
Foreign currency translation adjustments |
( |
|||
Change in share of equity method investment in related party other
comprehensive income (loss)
|
( |
|||
Total other comprehensive income, net of tax |
$ |
$ |
||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO RYAN
SPECIALTY HOLDINGS, INC.
|
$( |
$ |
||
March 31, 2025 |
December 31, 2024 |
|||
ASSETS |
||||
CURRENT ASSETS |
||||
Cash and cash equivalents |
$ |
$ |
||
Commissions and fees receivable – net |
||||
Fiduciary cash and receivables |
||||
Prepaid incentives – net |
||||
Other current assets |
||||
Total current assets |
$ |
$ |
||
NON-CURRENT ASSETS |
||||
Goodwill |
||||
Customer relationships |
||||
Other intangible assets |
||||
Prepaid incentives – net |
||||
Equity method investment in related party |
||||
Property and equipment – net |
||||
Lease right-of-use assets |
||||
Deferred tax assets |
||||
Other non-current assets |
||||
Total non-current assets |
$ |
$ |
||
TOTAL ASSETS |
$ |
$ |
||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||
CURRENT LIABILITIES |
||||
Accounts payable and accrued liabilities |
$ |
$ |
||
Accrued compensation |
||||
Operating lease liabilities |
||||
Tax Receivable Agreement liabilities |
||||
Short-term debt and current portion of long-term debt |
||||
Fiduciary liabilities |
||||
Total current liabilities |
$ |
$ |
||
NON-CURRENT LIABILITIES |
||||
Accrued compensation |
||||
Operating lease liabilities |
||||
Long-term debt |
||||
Tax Receivable Agreement liabilities |
||||
Deferred tax liabilities |
||||
Other non-current liabilities |
||||
Total non-current liabilities |
$ |
$ |
||
TOTAL LIABILITIES |
$ |
$ |
||
STOCKHOLDERS’ EQUITY |
||||
Class A common stock ($
outstanding at March 31, 2025 and December 31, 2024, respectively)
|
||||
Class B common stock ($
outstanding at March 31, 2025 and December 31, 2024, respectively)
|
||||
Class X common stock ($
2025 and December 31, 2024)
|
||||
Preferred stock ($
December 31, 2024)
|
||||
Additional paid-in capital |
||||
Retained earnings |
||||
Accumulated other comprehensive income (loss) |
( |
|||
Total stockholders’ equity attributable to Ryan Specialty Holdings, Inc. |
$ |
$ |
||
Non-controlling interests |
||||
Total stockholders’ equity |
$ |
$ |
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ |
$ |
Three Months Ended March 31, |
||||
2025 |
2024 |
|||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||
Net income (loss) |
$( |
$ |
||
Adjustments to reconcile net income (loss) to cash flows provided by operating activities: |
||||
Income from equity method investment in related party |
( |
( |
||
Amortization |
||||
Depreciation |
||||
Prepaid and deferred compensation expense |
||||
Non-cash equity-based compensation |
||||
Amortization of deferred debt issuance costs |
||||
Amortization of interest rate cap premium |
||||
Deferred income tax expense |
||||
Deferred income tax expense from common control reorganization |
||||
Changes in operating assets and liabilities, net of acquisitions: |
||||
Commissions and fees receivable – net |
( |
( |
||
Accrued interest liability |
( |
|||
Other current and non-current assets |
||||
Other current and non-current accrued liabilities |
( |
( |
||
Total cash flows used in operating activities |
$( |
$( |
||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||
Business combinations – net of cash acquired and cash held in a fiduciary capacity |
( |
|||
Capital expenditures |
( |
( |
||
Asset acquisitions |
( |
|||
Total cash flows used in investing activities |
$( |
$( |
||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||
Borrowings on Revolving Credit Facility |
||||
Repayments on Revolving Credit Facility |
( |
|||
Debt issuance costs paid |
( |
|||
Repayment of term debt |
( |
|||
Receipt of contingently returnable consideration |
||||
Payment of contingent consideration |
( |
|||
Receipt of taxes related to net share settlement of equity awards |
||||
Taxes paid related to net share settlement of equity awards |
( |
( |
||
Class A common stock dividends and Dividend Equivalents paid |
( |
( |
||
Distributions and Declared Distributions paid to non-controlling LLC Unitholders |
( |
( |
||
Payment of accrued return on Ryan Re preferred units |
( |
( |
||
Net change in fiduciary liabilities |
( |
|||
Total cash flows provided by (used in) financing activities |
$ |
$( |
||
Effect of changes in foreign exchange rates on cash, cash equivalents, and cash and cash equivalents held in a
fiduciary capacity
|
( |
|||
NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A
FIDUCIARY CAPACITY
|
$( |
$( |
||
CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY
CAPACITY—Beginning balance
|
||||
CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY
CAPACITY—Ending balance
|
$ |
$ |
||
Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity |
||||
Cash and cash equivalents |
$ |
$ |
||
Cash and cash equivalents held in a fiduciary capacity |
||||
Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity |
$ |
$ |
||
Class A
Common Stock
|
Class B
Common Stock
|
Additional
Paid-in
Capital
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Non-
controlling
Interests
|
Total
Stockholders’
Equity
|
||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||
Balance at December 31, 2024 |
$ |
$ |
$ |
$ |
$( |
$ |
$ |
|||||||||||
Net income (loss) |
— |
— |
— |
— |
— |
( |
— |
( |
||||||||||
Issuance of common stock |
— |
— |
— |
— |
— |
— |
— |
— |
||||||||||
Exchange of LLC equity for common stock |
( |
— |
— |
— |
( |
|||||||||||||
Class A common stock dividends and Dividend Equivalents |
— |
— |
— |
— |
— |
( |
— |
— |
( |
|||||||||
Distributions and Declared Distributions to non-controlling
LLC Unitholders
|
— |
— |
— |
— |
— |
— |
— |
( |
( |
|||||||||
Tax Receivable Agreement liability and deferred taxes arising
from LLC interest ownership changes
|
— |
— |
— |
— |
( |
— |
— |
( |
||||||||||
Distributions declared for non-controlling interest holders’ tax |
— |
— |
— |
— |
— |
— |
— |
( |
( |
|||||||||
Change in share of equity method investment in related party
other comprehensive loss
|
— |
— |
— |
— |
— |
— |
( |
( |
( |
|||||||||
Loss on interest rate cap, net |
— |
— |
— |
— |
— |
— |
( |
( |
( |
|||||||||
Foreign currency translation adjustments |
— |
— |
— |
— |
— |
— |
||||||||||||
Equity-based compensation |
— |
— |
— |
— |
— |
— |
( |
|||||||||||
Balance at March 31, 2025 |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
|||||||||||
Class A
Common Stock
|
Class B
Common Stock
|
Additional
Paid-in
Capital
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income
|
Non-
controlling
Interests
|
Total
Stockholders’
Equity
|
||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||
Balance at December 31, 2023 |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
|||||||||||
Net income |
— |
— |
— |
— |
— |
— |
||||||||||||
Issuance of common stock |
— |
— |
— |
— |
— |
— |
— |
— |
||||||||||
Exchange of LLC equity for common stock |
— |
( |
— |
— |
( |
|||||||||||||
Class A common stock dividends and Dividend Equivalents |
— |
— |
— |
— |
— |
( |
— |
— |
( |
|||||||||
Distributions and Declared Distributions to non-controlling
LLC Unitholders
|
— |
— |
— |
— |
— |
— |
— |
( |
( |
|||||||||
Tax Receivable Agreement liability and deferred taxes arising
from LLC interest ownership changes
|
— |
— |
— |
— |
( |
— |
— |
— |
( |
|||||||||
Distributions declared for non-controlling interest holders’ tax |
— |
— |
— |
— |
— |
— |
— |
( |
( |
|||||||||
Change in share of equity method investment in related party
other comprehensive income
|
— |
— |
— |
— |
— |
— |
||||||||||||
Gain on interest rate cap, net |
— |
— |
— |
— |
— |
— |
||||||||||||
Foreign currency translation adjustments |
— |
— |
— |
— |
— |
— |
( |
( |
( |
|||||||||
Equity-based compensation |
— |
— |
— |
— |
— |
— |
||||||||||||
Balance at March 31, 2024 |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
|||||||||||
Three Months Ended March 31, |
||||
2025 |
2024 |
|||
Wholesale Brokerage |
$ |
$ |
||
Binding Authority |
||||
Underwriting Management |
||||
Total Net commissions and fees |
$ |
$ |
||
Velocity |
||
Cash and cash equivalents |
$ |
|
Commissions and fees receivable – net |
||
Fiduciary cash and receivables |
||
Goodwill |
||
Customer relationships1
|
||
Other intangible assets |
||
Lease right-of-use assets |
||
Other current and non-current assets |
||
Total assets acquired |
$ |
|
Accounts payable and accrued liabilities |
||
Accrued compensation |
||
Fiduciary liabilities |
||
Operating lease liabilities |
||
Deferred tax liabilities |
||
Total liabilities assumed |
$ |
|
Net assets acquired |
$ |
Three Months Ended March 31, |
||||
2025 |
2024 |
|||
Total revenue |
$ |
$ |
||
Net income (loss) |
( |
|||
Three Months Ended March 31, |
||||
2025 |
2024 |
|||
Change in contingent consideration |
$( |
$( |
||
Interest expense, net |
||||
Total |
$( |
$ |
||
Three Months Ended March 31, |
||||
2025 |
2024 |
|||
Beginning of period |
$ |
$ |
||
Write-offs |
( |
( |
||
Increase in provision |
||||
End of period |
$ |
$ |
||
March 31, 2025 |
December 31, 2024 |
|||
Prepaid expenses |
$ |
$ |
||
Insurance recoverable |
||||
Interest rate cap |
||||
Other current receivables |
||||
Total Other current assets |
$ |
$ |
Three Months Ended March 31, |
|||||
2025 |
2024 |
||||
Lease costs |
|||||
Operating lease costs |
$ |
$ |
|||
Short-term lease costs |
|||||
Operating lease costs |
|||||
Sublease income |
( |
( |
|||
Lease costs – net |
$ |
$ |
|||
Cash paid for amounts included in the measurement of lease liabilities
|
|||||
Operating cash flows for operating leases |
$ |
$ |
|||
Non-cash related activities |
|||||
Right-of-use assets obtained in exchange for new operating lease liabilities |
|||||
Amortization of right-of-use assets for operating lease activity |
|||||
Weighted average discount rate (percent) |
|||||
Operating leases |
|||||
Weighted average remaining lease term (years) |
|||||
Operating leases |
|||||
March 31, 2025 |
December 31, 2024 |
|||
Term debt |
||||
payments, Adjusted Term SOFR +
December 31, 2024, matures
|
$ |
$ |
||
Senior secured notes |
||||
mature
|
||||
mature August 1, 2032
|
||||
Revolving debt |
||||
SOFR + up to
commitment fees of
|
||||
Premium financing notes |
||||
Commercial notes, periodic interest and principal payments,
expire
|
||||
Commercial notes, periodic interest and principal payments,
expire
|
||||
Commercial notes, periodic interest and principal payments,
expire
|
||||
Units subject to mandatory redemption |
||||
Total debt |
$ |
$ |
||
Less: Short-term debt and current portion of long-term debt |
( |
( |
||
Long-term debt |
$ |
$ |
Three Months Ended March 31, 2025 |
|||||||||
Restricted Stock
|
Weighted Average
Grant Date
Fair Value
|
Restricted
Common Units
|
Weighted Average
Grant Date
Fair Value
|
||||||
Unvested at beginning of period |
$ |
$ |
|||||||
Granted |
|||||||||
Vested |
|||||||||
Forfeited |
|||||||||
Unvested at end of period |
$ |
$ |
|||||||
Three Months Ended March 31, 2025 |
|||||||||
IPO RSUs |
Incentive RSUs |
||||||||
Restricted
Stock Units
|
Weighted Average
Grant Date
Fair Value
|
Restricted
Stock Units
|
Weighted Average
Grant Date
Fair Value
|
||||||
Unvested at beginning of period |
$ |
$ |
|||||||
Granted |
|||||||||
Vested |
( |
( |
|||||||
Forfeited |
( |
( |
|||||||
Unvested at end of period |
$ |
$ |
|||||||
Three Months Ended March 31, 2025 |
|||||||||
Reload
Options1
|
Staking
Options1
|
Incentive
Options
|
Incentive Options
Weighted Average
Exercise Price
|
||||||
Outstanding at beginning of period |
$ |
||||||||
Granted |
|||||||||
Exercised |
( |
||||||||
Forfeited |
|||||||||
Outstanding at end of period |
$ |
||||||||
Aggregate intrinsic value ($ in thousands): |
||
Reload Options outstanding |
$ |
|
Reload Options exercisable |
||
Staking Options outstanding |
||
Staking Options exercisable |
||
Incentive Options outstanding |
||
Incentive Options exercisable |
||
Weighted-average remaining contractual term (in years): |
||
Reload Options outstanding |
||
Reload Options exercisable |
||
Staking Options outstanding |
||
Staking Options exercisable |
||
Incentive Options outstanding |
||
Incentive Options exercisable |
— |
Three Months Ended March 31, 2025 |
|||||||||
IPO RLUs |
Incentive RLUs |
||||||||
Restricted
LLC Units
|
Weighted Average
Grant Date
Fair Value
|
Restricted
LLC Units
|
Weighted Average
Grant Date
Fair Value
|
||||||
Unvested at beginning of period |
$ |
$ |
|||||||
Granted |
|||||||||
Vested |
|||||||||
Forfeited |
|||||||||
Unvested at end of period |
$ |
$ |
|||||||
Three Months Ended March 31, 2025 |
|||||||||
Reload Class C
Incentive Units
|
Staking Class C
Incentive Units
|
Class C
Incentive Units
|
Class C Incentive
Units Weighted
Average
Participation
Threshold
|
||||||
Unvested at beginning of period |
$ |
||||||||
Granted |
|||||||||
Vested |
|||||||||
Forfeited |
|||||||||
Unvested at end of period |
$ |
||||||||
Three Months Ended March 31, 2025 |
|||||||||
PSUs |
PLUs |
||||||||
Performance
Stock Units
|
Weighted Average
Grant Date
Fair Value
|
Performance
LLC Units
|
Weighted Average
Grant Date
Fair Value
|
||||||
Unvested at beginning of period |
$ |
$ |
|||||||
Granted |
|||||||||
Vested |
|||||||||
Forfeited |
|||||||||
Unvested at end of period |
$ |
$ |
|||||||
Volatility |
||
Time to maturity (years) |
||
Risk-free rate |
||
RYAN stock price at valuation date |
$ |
Amount |
Weighted Average
Remaining Expense
Period (Years)
|
|||
Restricted Stock |
$ |
|||
IPO RSUs |
||||
Incentive RSUs |
||||
Reload Options |
||||
Staking Options |
||||
Incentive Options |
||||
PSUs |
||||
Restricted Common Units |
||||
IPO RLUs |
||||
Incentive RLUs |
||||
Reload Class C Incentive Units |
||||
Staking Class C Incentive Units |
||||
Class C Incentive Units |
||||
PLUs |
||||
Total unrecognized equity-based compensation expense |
$ |
Recognized |
Unrecognized |
|||||
Three Months Ended March 31, |
As of
March 31, 2025
|
|||||
2025 |
2024 |
|||||
IPO awards |
||||||
IPO RSUs and Staking Options |
$ |
$ |
$ |
|||
IPO RLUs and Staking Class C Incentive Units |
||||||
Incremental Restricted Stock and Reload Options |
||||||
Incremental Restricted Common Units and Reload Class C
Incentive Units
|
||||||
Pre-IPO incentive awards |
||||||
Restricted Stock |
||||||
Restricted Common Units |
||||||
Post-IPO incentive awards |
||||||
Incentive RSUs |
||||||
Incentive RLUs |
||||||
Incentive Options |
||||||
Class C Incentive Units |
||||||
PSUs |
||||||
PLUs |
||||||
Other expense |
||||||
Director Stock Grants |
||||||
Total equity-based compensation expense |
$ |
$ |
$ |
|||
Three Months Ended March 31, |
||||
2025 |
2024 |
|||
Net income (loss) |
$( |
$ |
||
Less: Net income attributable to non-controlling interests |
||||
Net income (loss) attributable to Ryan Specialty Holdings, Inc. |
$( |
$ |
||
Numerator: |
||||
Net income (loss) attributable to Class A common shareholders |
$( |
$ |
||
Less: Income attributed to substantively vested RSUs |
( |
|||
Net income (loss) attributable to Class A common shareholders – basic |
$( |
$ |
||
Add: Income attributed to dilutive shares |
||||
Net income (loss) attributable to Class A common shareholders – diluted |
$( |
$ |
||
Denominator: |
||||
Weighted-average shares of Class A common stock outstanding – basic |
||||
Add: Dilutive shares |
||||
Weighted-average shares of Class A common stock outstanding – diluted |
||||
Earnings (loss) per share |
||||
Earnings (loss) per share of Class A common stock – basic |
$( |
$ |
||
Earnings (loss) per share of Class A common stock – diluted |
$( |
$ |
||
Three Months Ended March 31, |
||||
2025 |
2024 |
|||
Conversion of non-controlling interest LLC Common Units1
|
||||
Restricted Stock |
||||
IPO RSUs |
||||
Incentive RSUs |
||||
Incentive PSUs |
||||
Reload Options |
||||
Staking Options |
||||
Incentive Options |
||||
Restricted Common Units |
||||
IPO RLUs |
||||
Incentive RLUs |
||||
Incentive PLUs |
||||
Reload Class C Incentive Units |
||||
Staking Class C Incentive Units |
||||
Class C Incentive Units |
||||
Three Months Ended March 31, |
|||||
Income Statement Caption |
2025 |
2024 |
|||
Change in the fair value of the Deal-Contingent
Forward
|
General and administrative |
$ |
$( |
||
Total impact of derivatives not designated as hedging instruments |
$ |
$( |
|||
Interest rate cap premium amortization |
Interest expense, net |
$( |
$( |
||
Amounts reclassified out of other comprehensive
income related to the interest rate cap
|
Interest expense, net |
||||
Total impact of derivatives designated as hedging instruments |
$ |
$ |
|||
Balance Sheet Caption |
March 31, 2025 |
December 31, 2024 |
|||
Interest rate cap |
Other current assets |
$ |
$ |
March 31, 2025 |
December 31, 2024 |
|||||||||||
Level 1 |
Level 2 |
Level 3 |
Level 1 |
Level 2 |
Level 3 |
|||||||
Assets |
||||||||||||
Interest rate cap |
$ |
$ |
$ |
$ |
$ |
$ |
||||||
Contingently returnable
consideration
|
||||||||||||
Liabilities |
||||||||||||
Contingent consideration |
||||||||||||
Total assets and liabilities
measured at fair value
|
$ |
$ |
$ |
$ |
$ |
$ |
||||||
Three Months Ended March 31, |
||||
2025 |
2024 |
|||
Assets |
||||
Balance at beginning of period |
$ |
$ |
||
Total gains included in earnings |
||||
Total gains included in OCI |
||||
Settlements |
( |
|||
Balance at end of period |
$ |
$ |
||
Liabilities |
||||
Balance at beginning of period |
$ |
$ |
||
Newly established liability due to acquisitions |
||||
Total (gains) losses included in earnings |
( |
|||
Settlements |
( |
|||
Acquisition measurement period adjustments |
||||
Balance at end of period |
$ |
$ |
||
Exchange Tax
Attributes
|
Pre-IPO M&A
Tax Attributes
|
TRA Payment
Tax Attributes
|
TRA Liabilities |
|||||
Balance at December 31, 2024 |
$ |
$ |
$ |
$ |
||||
Exchange of LLC Common Units |
||||||||
Balance at March 31, 2025 |
$ |
$ |
$ |
$ |
Three Months Ended March 31, |
||||
2025 |
2024 |
|||
Gain on interest rate cap |
$( |
$( |
||
Gain on interest rate cap reclassified to earnings |
||||
Foreign currency translation adjustments |
( |
|||
Change in share of equity method investment in related party |
( |
|||
Gain on Interest
Rate Cap
|
Foreign
Currency
Translation
Adjustments
|
Change in EMI
Other
Comprehensive
Loss 1
|
Total
|
|||||
Balance at December 31, 2024 |
$ |
$( |
$( |
$( |
||||
Other comprehensive income (loss)
before reclassifications
|
( |
|||||||
Amounts reclassified to earnings |
( |
( |
||||||
Other comprehensive income (loss) |
$( |
$ |
$( |
$ |
||||
Less: Non-controlling interests |
( |
( |
||||||
Balance at March 31, 2025 |
$ |
$ |
$( |
$ |
Gain on Interest
Rate Cap
|
Foreign
Currency
Translation
Adjustments
|
Change in EMI
Other
Comprehensive
Income (Loss) 1
|
Total
|
|||||
Balance at December 31, 2023 |
$ |
$ |
$( |
$ |
||||
Other comprehensive income (loss)
before reclassifications
|
( |
|||||||
Amounts reclassified to earnings |
( |
( |
||||||
Other comprehensive income (loss) |
$ |
$( |
$ |
$ |
||||
Less: Non-controlling interests |
( |
|||||||
Balance at March 31, 2024 |
$ |
$ |
$( |
$ |
Three Months Ended March 31, |
||||
2025 |
2024 |
|||
Net commissions and fees |
$ |
$ |
||
Fiduciary investment income |
||||
Total revenue |
$ |
$ |
||
Compensation-related expense1
|
||||
General and administrative expense2
|
||||
Other segment items3
|
||||
Depreciation and amortization |
||||
Change in contingent consideration |
( |
( |
||
Interest income |
( |
( |
||
Interest expense |
||||
Income from equity method investment in related party |
( |
( |
||
Income tax expense |
||||
Other non-operating loss (income) |
( |
|||
Net income (loss) |
$( |
$ |
||
Three Months Ended March 31, |
||||
2025 |
2024 |
|||
United States |
$ |
$ |
||
Foreign |
||||
Total revenue |
$ |
$ |
||
Three Months Ended March 31, |
||||
2025 |
2024 |
|||
Cash paid for: |
||||
Interest, net1
|
$ |
$ |
||
Income taxes, net of refunds |
||||
Non-cash investing and financing activities: |
||||
Non-controlling interest holders’ tax distributions declared but unpaid |
$ |
$ |
||
Tax Receivable Agreement liabilities |
||||
Dividend Equivalents and Declared Distributions liabilities |
||||
Contingent consideration liabilities |
||||
Three Months Ended
March 31,
|
Change |
|||||||
(in thousands, except percentages and per share data) |
2025 |
2024 |
$ |
% |
||||
Revenue |
||||||||
Net commissions and fees |
$676,128 |
$537,887 |
$138,241 |
25.7 % |
||||
Fiduciary investment income |
14,038 |
14,159 |
(121) |
(0.9) |
||||
Total revenue |
$690,166 |
$552,046 |
$138,120 |
25.0 % |
||||
Expenses |
||||||||
Compensation and benefits |
430,289 |
373,527 |
56,762 |
15.2 |
||||
General and administrative |
106,060 |
75,867 |
30,193 |
39.8 |
||||
Amortization |
64,985 |
27,988 |
36,997 |
NM |
||||
Depreciation |
2,639 |
2,080 |
559 |
26.9 |
||||
Change in contingent consideration |
(14,042) |
(65) |
(13,977) |
NM |
||||
Total operating expenses |
$589,931 |
$479,397 |
$110,534 |
23.1 % |
||||
Operating income |
$100,235 |
$72,649 |
$27,586 |
38.0 % |
||||
Interest expense, net |
54,508 |
29,400 |
25,108 |
85.4 |
||||
(Income) from equity method investment in related party |
(4,937) |
(5,606) |
669 |
(11.9) |
||||
Other non-operating loss (income) |
(377) |
1,752 |
(2,129) |
NM |
||||
Income before income taxes |
$51,041 |
$47,103 |
$3,938 |
8.4 % |
||||
Income tax expense |
55,430 |
6,426 |
49,004 |
NM |
||||
Net income (loss) |
$(4,389) |
$40,677 |
$(45,066) |
NM |
||||
GAAP financial measures |
||||||||
Total revenue |
$690,166 |
$552,046 |
$138,120 |
25.0 % |
||||
Net commissions and fees |
676,128 |
537,887 |
138,241 |
25.7 |
||||
Compensation and benefits |
430,289 |
373,527 |
56,762 |
15.2 |
||||
General and administrative |
106,060 |
75,867 |
30,193 |
39.8 |
||||
Net income (loss) |
(4,389) |
40,677 |
(45,066) |
NM |
||||
Compensation and benefits expense ratio (1) |
62.3 % |
67.7 % |
||||||
General and administrative expense ratio (2) |
15.4 % |
13.7 % |
||||||
Net income (loss) margin (3) |
(0.6)% |
7.4 % |
||||||
Earnings (loss) per share (4) |
$(0.22) |
$0.14 |
||||||
Diluted earnings (loss) per share (4) |
$(0.22) |
$0.13 |
||||||
Non-GAAP financial measures* |
||||||||
Organic revenue growth rate |
12.9 % |
13.7 % |
||||||
Adjusted compensation and benefits expense |
$397,428 |
$330,022 |
$67,406 |
20.4% |
||||
Adjusted compensation and benefits expense ratio |
57.6 % |
59.8 % |
||||||
Adjusted general and administrative expense |
$92,237 |
$64,802 |
$27,435 |
42.3% |
||||
Adjusted general and administrative expense ratio |
13.4 % |
11.7 % |
||||||
Adjusted EBITDAC |
$200,501 |
$157,222 |
$43,279 |
27.5% |
||||
Adjusted EBITDAC margin |
29.1 % |
28.5 % |
||||||
Adjusted net income |
$107,839 |
$95,417 |
$12,422 |
13.0% |
||||
Adjusted net income margin |
15.6 % |
17.3 % |
||||||
Adjusted diluted earnings per share |
$0.39 |
$0.35 |
$0.04 |
11.4% |
||||
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 % |
||||||||
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 % |
||||||||
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 % |
||
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 % |
||
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 % |
||
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 % |
||
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 % |
||
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 |
||
(in thousands) |
Exchange Tax
Attributes
|
Pre-IPO M&A
Tax Attributes
|
TRA Payment
Tax Attributes
|
TRA
Liabilities
|
||||
Balance at December 31, 2024 |
$253,233 |
$83,415 |
$99,648 |
$436,296 |
||||
Exchange of LLC Common Units |
7,994 |
627 |
2,469 |
11,090 |
||||
Balance at March 31, 2025 |
$261,227 |
$84,042 |
$102,117 |
$447,386 |
Long-term Incentive Compensation Agreements |
||
(in thousands) |
March 31, 2025 |
|
Current accrued compensation |
$11,869 |
|
Non-current accrued compensation |
15,424 |
|
Total liability |
$27,293 |
|
Projected future expense |
34,414 |
|
Total projected future cash outflows |
$61,707 |
|
Projected Future Cash Outflows |
||
(in thousands) |
||
2025 |
$11,677 |
|
2026 |
6,771 |
|
2027 |
14,605 |
|
2028 |
28,603 |
|
Thereafter |
$51 |
|
Contingent Consideration |
||
(in thousands) |
March 31, 2025 |
|
Current accounts payable and accrued liabilities |
$5,614 |
|
Other non-current liabilities |
90,719 |
|
Total liability |
$96,333 |
|
Projected future expense |
11,756 |
|
Total projected future cash outflows |
$108,089 |
|
Projected Future Cash Outflows |
||
(in thousands) |
||
2025 |
$5,539 |
|
2026 |
17,853 |
|
2027 |
84,696 |
|
2028 |
— |
|
Thereafter |
$— |
|
(in thousands) |
Balance at
March 31, 2025
|
100 BPS
Increase
|
100 BPS
Decrease
|
|||
Cash and cash equivalents |
$203,549 |
$(2,035) |
$2,035 |
|||
Term Loan principal outstanding (1) |
1,695,800 |
16,958 |
(16,958) |
|||
Interest rate cap notional amount (2) |
1,000,000 |
(10,000) |
10,000 |
|||
Net exposure to Interest expense, net |
$4,923 |
$(4,923) |
||||
Cash and cash equivalents held in a fiduciary capacity |
1,108,317 |
11,083 |
$(11,083) |
|||
Net exposure to Fiduciary investment income |
$11,083 |
$(11,083) |
||||
Impact to Net income |
$6,161 |
$(6,161) |
Exhibit
Number
|
Description |
|
3.1 |
||
3.2 |
||
3.3 |
||
4.1 |
||
4.2 |
||
4.3 |
||
4.4 |
||
4.5 |
||
4.6 |
||
10.1 |
||
10.2 |
||
10.3 |
||
10.4 |
||
10.5 |
||
10.6 |
||
10.7 |
||
10.8 |
||
10.9 |
||
10.10 |
||
10.11 |
||
10.12 |
||
10.13 |
||
10.14 |
||
10.15 |
||
10.16 |
||
10.17 |
||
10.18 |
||
10.19 |
||
19.1 |
||
31.1 |
||
31.2 |
||
32.1* |
||
32.2* |
||
97.1 |
||
101.INS |
Inline XBRL (Extensible Business Reporting Language) Instance Document – the instance document does
not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL
document.
|
|
101.SCH |
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
|
104 |
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
RYAN SPECIALTY HOLDINGS, INC. (Registrant) |
||
Date: May 1, 2025
|
By: |
/s/ Janice M. Hamilton |
Janice M. Hamilton |
||
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting
Officer)
|
||
Date: May 1, 2025 |
/s/ Timothy W. Turner |
Timothy W. Turner |
|
Chief Executive Officer |
Date: May 1, 2025
|
/s/ Janice M. Hamilton |
Janice M. Hamilton |
|
Executive Vice President and Chief Financial
Officer
|
Date: May 1, 2025
|
/s/ Timothy W. Turner |
Timothy W. Turner |
|
Chief Executive Officer |
Date: May 1, 2025
|
/s/ Janice M. Hamilton |
Janice M. Hamilton |
|
Executive Vice President and Chief Financial
Officer
|
|