株探米国株
エドガーで原本を確認する
FALSE000184925300018492532026-07-302026-07-30
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): July 30, 2026
____________________
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 July 30, 2026, Ryan Specialty Holdings, Inc. (the “Company”) issued a press release announcing its results of
operations for the second quarter ended June 30, 2026. 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 July 30, 2026, the Company's board of directors (the “Board”) declared a regular quarterly dividend of $0.13 per share
on the outstanding Class A common stock. The regular quarterly dividend will be payable on August 25, 2026, to
stockholders of record as of the close of business on August 11, 2026.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
The following exhibits are furnished herewith:
Exhibit No.
Description of Exhibit
99.1
Press Release dated July 30, 2026
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:
July 30, 2026
By:
/s/ Janice M. Hamilton
Janice M. Hamilton
Executive Vice President and Chief Financial Officer
EX-99.1 2 ryan-20260630xex991.htm EX-99.1 RYAN-2026.06.30-EX 99.1
1
ryana.jpg
RYAN SPECIALTY REPORTS SECOND QUARTER 2026 RESULTS
- Total Revenue grew 7.2% year-over-year to $916.6 million -
- Organic Revenue Growth Rate* of 6.7% year-over-year -
- Net Income of $108.4 million, or $0.33 per diluted share -
- Adjusted EBITDAC* grew 6.0% year-over-year to $326.9 million -
- Adjusted Net Income increased 7.6% year-over-year to $198.7 million -
- Adjusted Diluted Earnings Per Share grew 12.1% or $0.74 per diluted share -
- Returned approximately $284.5 million to shareholders, including $260.0 million of share repurchases, and $24.5
million of dividends and distributions -
July 30, 2026 | CHICAGO, IL — Ryan Specialty Holdings, Inc. (NYSE: RYAN) (“Ryan Specialty” or the “Company”), a
leading international specialty insurance firm, today announced results for the second quarter ended June 30, 2026.
Second Quarter 2026 Highlights
•Revenue grew 7.2% year-over-year to $916.6 million, compared to $855.2 million in the prior-year period
•Organic Revenue Growth Rate* was 6.7% for the quarter, compared to 7.1% in the prior-year period
•Net Income decreased 13.1% year-over-year to $108.4 million, compared to $124.7 million in the prior-year
period. Diluted Earnings Per Share was $0.33
•Adjusted EBITDAC* increased 6.0% to $326.9 million, compared to $308.4 million in the prior-year period
•Adjusted EBITDAC Margin* of 35.7%, compared to 36.1% in the prior-year period
•Adjusted Net Income* increased 7.6% to $198.7 million, compared to $184.7 million in the prior-year period
•Adjusted Diluted Earnings Per Share* increased 12.1% to $0.74, compared to $0.66 in the prior-year period
•Returned approximately $284.5 million to shareholders through $260.0 million of Class A common stock
repurchases, representing 8.1 million shares, and $24.5 million in dividends and distributions
“We are proud of our excellent second quarter performance, especially given the very challenging environment, as
we continue to deliver for our clients and carrier trading partners," said Patrick G. Ryan, Founder and Executive
Chairman of Ryan Specialty. "We grew total revenue 7.2%, driven primarily by organic growth of 6.7%. We grew
Adjusted EBITDAC by 6.0% and Adjusted Diluted EPS by 12.1%. These results speak to the exceptional efforts of our
brokers and underwriters, and to the differentiated, scalable platform we've built - one we believe is exceedingly
difficult to replicate. Our consistent ability to anticipate specialty insurance needs and deliver unique, innovative
solutions has positioned us with one of the broadest and most diverse product portfolios in the industry, spanning
wholesale brokerage, delegated authority, reinsurance, benefits and alternative capital solutions.
We also continued to return capital to shareholders through our dividend, repurchasing shares worth $260 million
during the quarter, and expanding our repurchase authorization by an additional $300 million. As we move through
the back half of the year, we remain confident that our platform, our talent, and our culture will continue to fuel
durable, industry-leading growth, attractive margins, and further enhance our position as a leader in specialty
insurance for years to come.”
2
“It was another standout quarter for Ryan Specialty as we continued to focus on delivering for our clients," added
Timothy W. Turner, Chief Executive Officer of Ryan Specialty. "Positioned at the top of both specialty distribution
and underwriting, the platform we've built over the past 16 years enables us to anticipate, identify, and meet the
most pressing needs of our clients, even in the most challenging environments. Propelled by incredible talent and
deep client and carrier relationships, and enhanced by our ongoing investments in technology, AI, and data that will
extend our moat, we are confident these advantages will continue to compound, driving durable, long-term value
for our shareholders."
Summary of Second Quarter 2026 Results
Three Months Ended
June 30,
Change
Six Months Ended
June 30,
Change
(in thousands, except percentages
and per share data)
2026
2025
$
%
2026
2025
$
%
GAAP financial measures
Total revenue
$916,647
$855,170
$61,477
7.2%
$1,711,876
$1,545,336
$166,540
10.8%
Net commissions and fees
902,728
840,857
61,871
7.4
1,685,631
1,516,985
168,646
11.1
Compensation and benefits
531,617
485,272
46,345
9.6
1,026,793
915,561
111,232
12.1
General and administrative
118,643
107,049
11,594
10.8
227,404
213,109
14,295
6.7
Total operating expenses
736,331
664,118
72,213
10.9
1,436,964
1,254,049
182,915
14.6
Operating income
180,316
191,052
(10,736)
(5.6)
274,912
291,287
(16,375)
(5.6)
Net income
108,381
124,705
(16,324)
(13.1)
148,978
120,316
28,662
23.8
Net income attributable to Ryan
Specialty Holdings, Inc.
42,315
51,976
(9,661)
(18.6)
59,961
24,334
35,627
146.4
Compensation and benefits
expense ratio (1)
58.0 %
56.7 %
60.0 %
59.2 %
General and administrative
expense ratio (2)
12.9 %
12.5 %
13.3 %
13.8 %
Net income margin (3)
11.8 %
14.6 %
8.7 %
7.8 %
Earnings per share (4)
$0.34
$0.41
$0.47
$0.19
Diluted earnings per share (4)
$0.33
$0.38
$0.45
$0.18
Non-GAAP financial measures*
Organic revenue growth rate
6.7 %
7.1 %
8.9 %
9.6 %
Adjusted compensation and
benefits expense
$494,946
$453,414
$41,532
9.2 %
$956,778
$850,842
$105,936
12.5 %
Adjusted compensation and
benefits expense ratio
54.0 %
53.0 %
55.9 %
55.1 %
Adjusted general and
administrative expense
$94,797
$93,350
$1,447
1.6 %
$196,162
$185,587
$10,575
5.7 %
Adjusted general and
administrative expense ratio
10.3 %
10.9 %
11.5 %
12.0 %
Adjusted EBITDAC
$326,904
$308,406
$18,498
6.0 %
$558,937
$508,907
$50,030
9.8 %
Adjusted EBITDAC margin
35.7 %
36.1 %
32.7 %
32.9 %
Adjusted net income
$198,731
$184,682
$14,049
7.6 %
$329,460
$292,521
$36,939
12.6 %
Adjusted net income margin
21.7 %
21.6 %
19.2 %
18.9 %
Adjusted diluted earnings per
share
$0.74
$0.66
$0.08
12.1 %
$1.22
$1.05
$0.17
16.2 %
*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.
3
(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
Second Quarter 2026 Review*
Total revenue for the second quarter of 2026 was $916.6 million, an increase of 7.2% compared to $855.2 million in
the prior-year period. This increase was primarily due to continued organic revenue growth of 6.7%, driven by new
client wins, strong renewal retention, and expanded relationships with existing clients, coupled with continued flow
into the specialty and E&S markets, and modest amounts of revenue from acquisitions completed within the trailing
twelve months ended June 30, 2026. We experienced growth across the majority of our casualty lines, offset by a
moderate decline in our property portfolio.
Total operating expenses for the second quarter of 2026 were $736.3 million, a 10.9% increase compared to $664.1
million in the prior-year period. This increase was primarily due to higher Compensation and benefits expenses
resulting from growth in headcount and revenue and an increase in Restructuring and related expense due to the
Empower Program, partially offset by a decrease in Acquisition related long-term incentive compensation related to
the decline in acquisition activity compared to the prior period. General and administrative expense also increased
compared to the prior-year period due to an increase in costs directly linked to revenue growth and an increase in
Restructuring and related expense due to the Empower Program, partially offset by lower Acquisition-related
expenses. Change in contingent consideration also increased compared to the prior-year period.
Net income for the second quarter of 2026 decreased 13.1% to $108.4 million, compared to $124.7 million in the
prior-year period, primarily driven by an increase in Total operating expenses and a higher Income tax expense,
partially offset by strong revenue growth.
Adjusted EBITDAC grew 6.0% to $326.9 million from $308.4 million in the prior-year period. Adjusted EBITDAC
margin for the quarter was 35.7%, compared to 36.1% in the prior-year period. The increase in Adjusted EBITDAC
was driven primarily by strong revenue growth, partially offset by higher Adjusted compensation and benefits
expense and Adjusted general and administrative expense.
Adjusted net income for the second quarter of 2026 increased 7.6% to $198.7 million, compared to $184.7 million in
the prior-year period. Adjusted net income margin was 21.7%, compared to 21.6% in the prior-year period. Adjusted
diluted earnings per share for the second quarter of 2026 increased 12.1% to $0.74, compared to $0.66 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.
4
Second Quarter 2026 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 June 30,
(in thousands, except percentages)
2026
% of
total
2025
% of
total
Change
Wholesale Brokerage
$498,802
55.3%
$477,165
56.7%
$21,637
4.5%
Binding Authority
100,170
11.1
94,524
11.2
5,646
6.0
Underwriting Management
303,756
33.6
269,168
32.1
34,588
12.8
Total Net commissions and fees
$902,728
$840,857
$61,871
7.4%
Six Months Ended June 30,
(in thousands, except percentages)
2026
% of
total
2025
% of
total
Change
Wholesale Brokerage
$876,598
52.0%
$837,953
55.2%
$38,645
4.6%
Binding Authority
210,170
12.5
196,474
13.0
13,696
7.0
Underwriting Management
598,863
35.5
482,558
31.8
116,305
24.1
Total Net commissions and fees
$1,685,631
$1,516,985
$168,646
11.1%
The following tables sets forth our revenue by type of commission and fees:
Three Months Ended June 30,
(in thousands, except percentages)
2026
% of
total
2025
% of
total
Change
Net commissions and policy fees
$852,385
94.4%
$787,074
93.6%
$65,311
8.3%
Supplemental and contingent
commissions
32,168
3.6
35,630
4.2
(3,462)
(9.7)
Loss mitigation and other fees
18,175
2.0
18,153
2.2
22
0.1
Total Net commissions and fees
$902,728
$840,857
$61,871
7.4%
Six Months Ended June 30,
(in thousands, except percentages)
2026
% of
total
2025
% of
total
Change
Net commissions and policy fees
$1,569,937
93.1%
$1,411,040
93.0%
$158,897
11.3%
Supplemental and contingent
commissions
81,285
4.8
73,403
4.8
7,882
10.7
Loss mitigation and other fees
34,409
2.1
32,542
2.2
1,867
5.7
Total Net commissions and fees
$1,685,631
$1,516,985
$168,646
11.1%
5
Liquidity and Financial Condition
As of June 30, 2026, the Company had Cash and cash equivalents of $140.1 million and outstanding debt principal of
$3.6 billion.
Capital Return
In the second quarter, the Company returned approximately $284.5 million to shareholders through $260.0 million
of Class A common stock repurchases, representing 8.1 million shares, and $24.5 million in dividends and
distributions. As of June 30, 2026, the Company had $300.0 million of remaining authorization under its share
repurchase program.
Additionally, on July 30, 2026, the Company’s board of directors declared a quarterly dividend of $0.13 per share on
the outstanding Class A common stock. The quarterly dividend will be payable on August 25, 2026, to stockholders
of record as of the close of business on August 11, 2026. A portion of the dividend, $0.06 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 2026 Guidance*
The Company is maintaining its full year 2026 guidance for Organic Revenue Growth Rate and updating its full year
2026 guidance for Adjusted EBITDAC Margin as follows:
•We are guiding to an Organic Revenue Growth Rate in the mid-single digits for 2026
•We are guiding to an Adjusted EBITDAC Margin that is down 50 - 100 basis points for 2026, as compared to
the prior year
*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 July 30, 2026.
Interested parties may access the conference call through the live webcast, which can be accessed at https://ryan-
specialty-q2-2026-earnings-call.open-exchange.net/registration or by visiting the Company’s Investor Relations
website. Please join the live webcast at least 10 minutes prior to the scheduled start time.
A webcast replay of the call will be available on the Company’s website at ryanspecialty.com in its Investors section
for one year following the call.
About Ryan Specialty
Founded in 2010, Ryan Specialty (NYSE: RYAN) is a service provider of specialty products and solutions for insurance
brokers, agents, and carriers. Ryan Specialty provides distribution, underwriting, product development,
administration, and risk management services by acting as a wholesale broker and a managing underwriter with
delegated authority from insurance carriers. Our mission is to provide industry-leading innovative specialty
insurance solutions for insurance brokers, agents, and carriers. Learn more at ryanspecialty.com.
Forward-Looking Statements
All statements in this release and in the corresponding earnings call that are not historical are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve substantial risks
and uncertainties. For example, all statements the Company makes relating to its estimated and projected costs,
expenditures, cash flows, growth rates and financial results, its plans, anticipated amount and timing of cost savings
6
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 2026 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.
7
Adjusted compensation and benefits expense ratio: Adjusted compensation and benefits expense ratio is defined
as the Adjusted compensation and benefits expense as a percentage of Total revenue. The most directly comparable
GAAP financial metric is Compensation and benefits expense ratio.
Adjusted general and administrative expense ratio: Adjusted general and administrative expense ratio is defined as
the Adjusted general and administrative expense as a percentage of Total revenue. The most directly comparable
GAAP financial metric is General and administrative expense ratio.
Adjusted EBITDAC: Adjusted EBITDAC is defined as Net income before Interest expense, net, Income tax expense,
Depreciation, Amortization, and Change in contingent consideration, adjusted to reflect items such as (i) equity-
based compensation, (ii) acquisition-related expenses, and (iii) other exceptional or non-recurring items, as
applicable. Acquisition-related expense includes one-time diligence, transaction-related, and integration costs.
Acquisition-related long-term incentive compensation arises from long-term incentive plans associated with
acquisitions. These plans require service requirements, and in some cases performance targets, to be met in order to
be earned. Restructuring and related expense consists of compensation and benefits, contractors, professional
services, and license fees related to the Empower Program, which was initiated at the beginning of 2026.
Restructuring expense within general and administrative expense includes costs relating to professional services,
technology and data initiatives, license fees, and third-party contractors, as well as non-cash expenses associated
with the impairment of internally-developed software. Compensation and benefits restructuring costs include
severance as well as employment costs for services rendered between the notification and termination dates and
other termination payments. The compensation and benefits expense includes 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 June 30, 2026, Other non-operating loss (income) consisted of $0.1 million of sublease income, $0.1
million of proceeds from the sale of a small non-subscription workers compensation book of business, $0.1 million of
forfeitures of vested equity awards, and de minimis seller reimbursement of acquisition-related retention incentives
offset by $0.4 million of TRA contractual interest and related charges. For the three months ended June 30, 2025,
Other non-operating loss (income) consisted of $0.4 million of TRA contractual interest and related charges offset by
$0.2 million of sublease income. For the six months ended June 30, 2026, Other non-operating loss (income)
consisted of $0.6 million of forfeitures of vested equity awards, $0.3 million of sublease income, $0.1 million of
proceeds from the sale of a small non-subscription workers compensation book of business, and $0.1 million of
seller reimbursement of acquisition-related retention incentives offset by $0.4 million of TRA contractual interest
and related charges. For the six months ended June 30, 2025, Other non-operating loss (income) consisted of $0.3
million of seller reimbursement of acquisition-related retention incentives and $0.3 million of sublease income offset
by $0.4 million of TRA contractual interest and related charges. Equity-based compensation reflects non-cash equity-
based expense. IPO related expenses consist of compensation-related expense primarily related to the expense for
new awards issued at IPO, as well as expense related to the revaluation of existing equity awards at IPO.
Adjusted EBITDAC margin: Adjusted EBITDAC margin is defined as Adjusted EBITDAC as a percentage of Total
revenue. The most directly comparable GAAP financial metric is Net income margin.
Adjusted net income: Adjusted net income is defined as tax-effected earnings before amortization and certain items
of income and expense, gains and losses, equity-based compensation, acquisition related long-term incentive
compensation, acquisition-related expenses, costs associated with our IPO, and certain exceptional or non-recurring
items. The Company will be subject to United States federal income taxes, in addition to state, local, and foreign
taxes, with respect to its allocable share of any net taxable income of Ryan Specialty, LLC (together with its parent
New Ryan Specialty, LLC and their subsidiaries, the “LLC”). For comparability purposes, this calculation incorporates
the impact of federal and state statutory tax rates on 100% of the Company’s adjusted pre-tax income as if the
Company owned 100% of Ryan Specialty, LLC. The most directly comparable GAAP financial metric is Net income.
Adjusted net income margin: Adjusted net income margin is defined as Adjusted net income as a percentage of
Total revenue. The most directly comparable GAAP financial metric is Net income margin.
8
Adjusted diluted earnings per share: Adjusted diluted earnings per share is defined as Adjusted net income divided
by diluted shares outstanding after adjusting for the effect if 100% of the outstanding LLC Common Units (“LLC
Common Units”), together with the shares of Class B common stock, vested Class C Incentive Units, vested but
unexercised Options, and unvested equity awards were exchanged into shares of Class A common stock as if 100%
of unvested equity awards were vested. The most directly comparable GAAP financial metric is Diluted earnings per
share.
Credit Adjusted EBITDAC: Credit Adjusted EBITDAC is defined as Adjusted EBITDAC as further adjusted without
duplication for: acquired EBITDAC from the beginning of the applicable twelve month reference period through the
acquisition close date, certain annualized run rate expected cost savings and initiatives, and certain other
adjustments as permitted in calculating leverage ratios under our debt agreements. The Company presents Credit
Adjusted EBITDAC as an additional measure of liquidity and leverage. The calculation of Credit Adjusted EBITDAC
pursuant to our debt agreements permits certain estimates and assumptions that may differ from actual results.
The summary unaudited consolidated financial data presented for the twelve months ended June 30, 2026, was
derived by adding the consolidated financial data of the Company for the twelve months ended December 31, 2025,
to the consolidated financial data of the Company for the six months ended June 30, 2026, and subtracting the
consolidated financial data of the Company for the six months ended June 30, 2025. The summary unaudited
consolidated financial data for the twelve months ended June 30, 2026, 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
2026 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
VP, Investor Relations
Ryan Specialty
IR@ryanspecialty.com
Phone: (312) 784-6152
Media Relations
Alice Phillips Topping
SVP, Chief Marketing & Communications Officer
Ryan Specialty
Alice.Topping@ryanspecialty.com
Phone: (312) 635-5976
9
Consolidated Statements of Income (Unaudited)
Three Months Ended June 30,
Six Months Ended June 30,
(in thousands, except percentages and per share data)
2026
2025
2026
2025
Revenue
Net commissions and fees
$902,728
$840,857
$1,685,631
$1,516,985
Fiduciary investment income
13,919
14,313
26,245
28,351
Total revenue
$916,647
$855,170
$1,711,876
$1,545,336
Expenses
Compensation and benefits
531,617
485,272
1,026,793
915,561
General and administrative
118,643
107,049
227,404
213,109
Amortization
64,387
69,668
129,727
134,653
Depreciation
4,133
2,888
8,195
5,527
Change in contingent consideration
17,551
(759)
44,845
(14,801)
Total operating expenses
$736,331
$664,118
$1,436,964
$1,254,049
Operating income
$180,316
$191,052
$274,912
$291,287
Interest expense, net
56,649
58,334
110,382
112,842
Income from equity method investments
(7,039)
(5,156)
(12,570)
(10,093)
Other non-operating loss (income)
(25)
143
(736)
(234)
Income before income taxes
$130,731
$137,731
$177,836
$188,772
Income tax expense
22,350
13,026
28,858
68,456
Net income
$108,381
$124,705
$148,978
$120,316
GAAP financial measures
Total revenue
$916,647
$855,170
$1,711,876
$1,545,336
Net commissions and fees
902,728
840,857
1,685,631
1,516,985
Compensation and benefits
531,617
485,272
1,026,793
915,561
General and administrative
118,643
107,049
227,404
213,109
Net income
108,381
124,705
148,978
120,316
Compensation and benefits expense ratio (1)
58.0 %
56.7 %
60.0 %
59.2 %
General and administrative expense ratio (2)
12.9 %
12.5 %
13.3 %
13.8 %
Net income margin (3)
11.8 %
14.6 %
8.7 %
7.8 %
Earnings per share (4)
$0.34
$0.41
$0.47
$0.19
Diluted earnings per share (4)
$0.33
$0.38
$0.45
$0.18
Non-GAAP Financial Measures (Unaudited)
Three Months Ended June 30,
Six Months Ended June 30,
(in thousands, except percentages and per share data)
2026
2025
2026
2025
Non-GAAP financial measures*
Organic revenue growth rate
6.7 %
7.1 %
8.9 %
9.6 %
Adjusted compensation and benefits expense
$494,946
$453,414
$956,778
$850,842
Adjusted compensation and benefits expense ratio
54.0 %
53.0 %
55.9 %
55.1 %
Adjusted general and administrative expense
$94,797
$93,350
$196,162
$185,587
Adjusted general and administrative expense ratio
10.3 %
10.9 %
11.5 %
12.0 %
Adjusted EBITDAC
$326,904
$308,406
$558,937
$508,907
Adjusted EBITDAC margin
35.7 %
36.1 %
32.7 %
32.9 %
Adjusted net income
$198,731
$184,682
$329,460
$292,521
Adjusted net income margin
21.7 %
21.6 %
19.2 %
18.9 %
Adjusted diluted earnings per share
$0.74
$0.66
$1.22
$1.05
10
Consolidated Balance Sheets (Unaudited)
(in thousands, except share and per share data)
June 30, 2026
December 31, 2025
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$140,119
$158,322
Commissions and fees receivable – net
697,564
488,951
Fiduciary cash and receivables
5,709,568
4,298,920
Prepaid incentives – net
15,560
13,550
Other current assets
79,758
100,437
Total current assets
$6,642,569
$5,060,180
NON-CURRENT ASSETS
Goodwill
3,215,684
3,225,021
Customer relationships
1,373,379
1,496,885
Other intangible assets
127,132
119,621
Prepaid incentives – net
27,968
27,849
Equity method investments
121,680
109,982
Property and equipment – net
64,554
69,461
Lease right-of-use assets
126,931
130,480
Deferred tax assets
256,595
310,138
Other non-current assets
10,143
14,554
Total non-current assets
$5,324,066
$5,503,991
TOTAL ASSETS
$11,966,635
$10,564,171
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities
$340,815
$284,403
Accrued compensation
484,505
519,251
Operating lease liabilities
27,906
25,987
Tax Receivable Agreement liabilities
30,343
—
Short-term debt and current portion of long-term debt
62,466
60,187
Fiduciary liabilities
5,709,568
4,298,920
Total current liabilities
$6,655,603
$5,188,748
NON-CURRENT LIABILITIES
Accrued compensation
82,658
70,096
Operating lease liabilities
146,505
153,089
Long-term debt
3,570,689
3,291,462
Tax Receivable Agreement liabilities
433,317
458,997
Deferred tax liabilities
45,624
49,834
Other non-current liabilities
16,094
97,894
Total non-current liabilities
$4,294,887
$4,121,372
TOTAL LIABILITIES
$10,950,490
$9,310,120
STOCKHOLDERS’ EQUITY
Class A common stock ($0.001 par value; 1,000,000,000 shares authorized, 121,430,732 and
129,603,426 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively)
121
130
Class B common stock ($0.001 par value; 984,502,112 shares authorized and 134,111,822 shares
issued and outstanding at June 30, 2026; 1,000,000,000 shares authorized and 134,508,885 shares
issued and outstanding at December 31, 2025)
134
135
Preferred stock ($0.001 par value; 500,000,000 shares authorized, 0 shares issued and outstanding
at June 30, 2026, and December 31, 2025)
—
—
Additional paid-in capital
355,762
513,610
Retained earnings
145,333
120,353
Accumulated other comprehensive income
8,064
13,845
Total stockholders’ equity attributable to Ryan Specialty Holdings, Inc.
$509,414
$648,073
Non-controlling interests
506,731
605,978
Total stockholders’ equity
$1,016,145
$1,254,051
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$11,966,635
$10,564,171
11
Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended
June 30,
(in thousands)
2026
2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
$148,978
$120,316
Adjustments to reconcile net income to cash flows provided by operating activities:
Income from equity method investments
(12,570)
(10,093)
Amortization
129,727
134,653
Depreciation
8,195
5,527
Prepaid and deferred compensation expense
18,358
23,418
Non-cash equity-based compensation
38,740
39,798
Amortization of deferred debt issuance costs
4,856
4,760
Amortization of interest rate cap premium
—
3,477
Deferred income tax expense
20,285
9,502
Deferred income tax expense from common control reorganization
—
47,978
Loss on Tax Receivable Agreement
380
356
Impairment of internally-developed software
11,982
—
Changes in operating assets and liabilities, net of acquisitions:
Commissions and fees receivable – net
(210,425)
(98,353)
Accrued interest liability
358
9,771
Other current and non-current assets
21,402
36,646
Other current and non-current liabilities
(54,648)
(116,996)
Total cash flows provided by operating activities
$125,618
$210,760
CASH FLOWS FROM INVESTING ACTIVITIES
Business combinations – net of cash acquired and cash held in a fiduciary capacity
—
(565,133)
Capital expenditures
(30,432)
(36,546)
Equity method investment in VSIC
—
(16,637)
Asset acquisitions
(1,556)
(664)
Total cash flows used in investing activities
$(31,988)
$(618,980)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on Revolving Credit Facility
895,574
680,536
Repayments on Revolving Credit Facility
(610,882)
(492,788)
Debt issuance costs paid
—
(2,889)
Repayment of term debt
(8,500)
(8,500)
Receipt of contingently returnable consideration
3,140
1,927
Payment of contingent consideration
(21,960)
(29,252)
Tax distributions to non-controlling LLC Unitholders
(17,953)
(34,814)
Receipt of taxes related to net share settlement of equity awards
7,589
12,791
Taxes paid related to net share settlement of equity awards
(7,322)
(14,688)
Class A common stock dividends and Dividend Equivalents paid
(33,741)
(30,510)
Distributions and Declared Distributions paid to non-controlling LLC Unitholders
(16,153)
(13,580)
Repurchases of Class A common stock
(300,182)
—
Payments related to Ryan Re preferred units
—
(167)
Net change in fiduciary liabilities
200,640
166,304
Total cash flows provided by financing activities
$90,250
$234,370
Effect of changes in foreign exchange rates on cash, cash equivalents, and cash and cash
equivalents held in a fiduciary capacity
(5,465)
11,807
NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A
FIDUCIARY CAPACITY
$178,415
$(162,043)
CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY
—Beginning balance
1,584,470
1,680,805
CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY
—Ending balance
$1,762,885
$1,518,762
Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary
capacity
Cash and cash equivalents
$140,119
$172,589
Cash and cash equivalents held in a fiduciary capacity
1,622,766
1,346,173
Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity
$1,762,885
$1,518,762
12
Reconciliation of Organic Revenue Growth Rate
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands, except percentages)
2026
2025
2026
2025
Current period Net commissions and fees revenue
$902,728
$840,857
$1,685,631
$1,516,985
Less: Current period contingent commissions
(24,149)
(27,392)
(66,522)
(57,854)
Less: Revenue attributable to sold businesses
(79)
(144)
(92)
(290)
Net commissions and fees revenue excluding contingent
commissions
$878,500
$813,321
$1,619,017
$1,458,841
Prior period Net commissions and fees revenue
$840,857
$680,248
$1,516,985
$1,218,135
Less: Prior year contingent commissions
(27,392)
(5,396)
(57,854)
(29,899)
Less: Revenue attributable to sold businesses
(524)
(581)
(1,181)
(1,120)
Prior period Net commissions and fees revenue excluding
contingent commissions
$812,941
$674,270
$1,457,950
$1,187,116
Change in Net commissions and fees revenue excluding
contingent commissions
$65,559
$139,051
$161,067
$271,725
Less: Mergers and acquisitions Net commissions and fees
revenue excluding contingent commissions
(11,430)
(89,419)
(26,675)
(156,597)
Impact of change in foreign exchange rates
(389)
(1,203)
(4,238)
(952)
Organic revenue growth (Non-GAAP)
$53,740
$48,429
$130,154
$114,176
Net commissions and fees revenue growth rate (GAAP)
7.4 %
23.6 %
11.1 %
24.5 %
Less: Impact of contingent commissions (1)
0.7
(3.0)
(0.1)
(1.6)
Net commissions and fees revenue excluding contingent
commissions growth rate (2)
8.1 %
20.6 %
11.0 %
22.9 %
Less: Mergers and acquisitions Net commissions and fees
revenue excluding contingent commissions (3)
(1.4)
(13.3)
(1.8)
(13.2)
Impact of change in foreign exchange rates (4)
—
(0.2)
(0.3)
(0.1)
Organic Revenue Growth Rate (Non-GAAP)
6.7 %
7.1 %
8.9 %
9.6 %
(1)Calculated by subtracting Net commissions and fees revenue growth rate from net commissions and fees revenue
excluding contingent commissions growth rate and revenue from sold businesses.
(2)Calculated by dividing the change in Total net commissions & fees revenue excluding contingent commissions by
prior year net commissions and fees excluding contingent commissions and revenue from sold businesses.
(3)Calculated by taking the mergers and acquisitions net commissions and fees revenue excluding contingent
commissions, representing the first 12 months of net commissions and fees revenue generated from acquisitions,
divided by prior period net commissions and fees revenue excluding contingent commissions and revenue from
sold businesses.
(4)Calculated by taking the change in foreign exchange rates divided by prior period net commissions and fees
revenue excluding contingent commissions and revenue from sold businesses.
13
Reconciliation of Adjusted Compensation and Benefits Expense to Compensation and Benefits Expense
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands, except percentages)
2026
2025
2026
2025
Total revenue
$916,647
$855,170
$1,711,876
$1,545,336
Compensation and benefits expense
$531,617
$485,272
$1,026,793
$915,561
Acquisition-related expense
(1,849)
(1,484)
(5,260)
(4,963)
Acquisition related long-term incentive compensation
(1,107)
(9,321)
(10,394)
(17,652)
Restructuring and related expense
(11,634)
—
(14,099)
—
Amortization and expense related to discontinued prepaid
incentives
(692)
(1,128)
(1,522)
(2,306)
Equity-based compensation
(18,411)
(14,853)
(32,720)
(29,422)
Initial public offering related expense
(2,978)
(5,072)
(6,020)
(10,376)
Adjusted compensation and benefits expense (1)
$494,946
$453,414
$956,778
$850,842
Compensation and benefits expense ratio
58.0%
56.7%
60.0%
59.2%
Adjusted compensation and benefits expense ratio
54.0%
53.0%
55.9%
55.1%
(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
June 30,
Six Months Ended
June 30,
(in thousands, except percentages)
2026
2025
2026
2025
Total revenue
$916,647
$855,170
$1,711,876
$1,545,336
General and administrative expense
$118,643
$107,049
$227,404
$213,109
Acquisition-related expense
(2,054)
(13,699)
(6,044)
(27,522)
Restructuring and related expense
(21,792)
—
(25,198)
—
Adjusted general and administrative expense (1)
$94,797
$93,350
$196,162
$185,587
General and administrative expense ratio
12.9%
12.5%
13.3%
13.8%
Adjusted general and administrative expense ratio
10.3%
10.9%
11.5%
12.0%
(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
June 30,
Six Months Ended
June 30,
(in thousands, except percentages)
2026
2025
2026
2025
Total revenue
$916,647
$855,170
$1,711,876
$1,545,336
Net income
$108,381
$124,705
$148,978
$120,316
Interest expense, net
56,649
58,334
110,382
112,842
Income tax expense
22,350
13,026
28,858
68,456
Depreciation
4,133
2,888
8,195
5,527
Amortization
64,387
69,668
129,727
134,653
Change in contingent consideration (1)
17,551
(759)
44,845
(14,801)
EBITDAC
$273,451
$267,862
$470,985
$426,993
Acquisition-related expense
3,903
15,183
11,305
32,485
Acquisition related long-term incentive compensation
1,107
9,321
10,394
17,652
Restructuring and related expense
33,426
—
39,297
—
Amortization and expense related to discontinued
prepaid incentives
692
1,128
1,522
2,306
Other non-operating loss (income)
(25)
143
(736)
(234)
Equity-based compensation
18,411
14,853
32,720
29,422
IPO related expenses
2,978
5,072
6,020
10,376
Income from equity method investments
(7,039)
(5,156)
(12,570)
(10,093)
Adjusted EBITDAC
$326,904
$308,406
$558,937
$508,907
Net income margin
11.8%
14.6%
8.7%
7.8%
Adjusted EBITDAC margin
35.7%
36.1%
32.7%
32.9%
(1)For the six months ended June 30, 2025, Change in contingent consideration included a $20.3 million decrease in
valuation of the US Assure contingent consideration as a result of increased loss ratios impacting projected profit
commissions.
15
Reconciliation of Adjusted Net Income to Net Income
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands, except percentages)
2026
2025
2026
2025
Total revenue
$916,647
$855,170
$1,711,876
$1,545,336
Net income
$108,381
$124,705
$148,978
$120,316
Income tax expense
22,350
13,026
28,858
68,456
Amortization
64,387
69,668
129,727
134,653
Amortization of deferred debt issuance costs (1)
2,434
2,386
4,856
4,760
Change in contingent consideration
17,551
(759)
44,845
(14,801)
Acquisition-related expense
3,903
15,183
11,305
32,485
Acquisition related long-term incentive compensation
1,107
9,321
10,394
17,652
Restructuring and related expense
33,426
—
39,297
—
Amortization and expense related to discontinued
prepaid incentives
692
1,128
1,522
2,306
Other non-operating loss (income)
(25)
143
(736)
(234)
Equity-based compensation
18,411
14,853
32,720
29,422
IPO related expenses
2,978
5,072
6,020
10,376
Income from equity method investments
(7,039)
(5,156)
(12,570)
(10,093)
Adjusted income before income taxes (2)
$268,556
$249,570
$445,216
$395,298
Adjusted income tax expense (3)
(69,825)
(64,888)
(115,756)
(102,777)
Adjusted net income
$198,731
$184,682
$329,460
$292,521
Net income margin
11.8%
14.6%
8.7%
7.8%
Adjusted net income margin
21.7%
21.6%
19.2%
18.9%
(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 six months ended June 30,
2026 and 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.
16
Reconciliation of Adjusted Diluted Earnings per Share to Diluted Earnings per Share
Three Months Ended
June 30,
Six Months Ended
June 30,
2026
2025
2026
2025
Earnings per share of Class A common stock – diluted
$0.33
$0.38
$0.45
$0.18
Less: Net income attributed to dilutive shares (1)
(0.01)
(0.19)
—
—
Plus: Impact of all LLC Common Units exchanged for Class
A shares (2)
0.09
0.26
0.10
0.26
Plus: Adjustments to Adjusted net income (3)
0.34
0.22
0.68
0.63
Plus: Dilutive impact of unvested equity awards (4)
(0.01)
(0.01)
(0.01)
(0.02)
Adjusted diluted earnings per share
$0.74
$0.66
$1.22
$1.05
(Share count in ’000)
Weighted-average shares of Class A common stock
outstanding – diluted
131,326
274,145
134,322
138,167
Plus: Impact of all LLC Common Units exchanged for Class
A shares (2)
134,190
—
134,332
135,804
Plus: Dilutive impact of unvested equity awards (4)
3,867
5,275
1,426
5,422
Adjusted diluted earnings per share diluted share count
269,383
279,420
270,080
279,393
(1)Adjustment removes the impact of Net income attributed to dilutive awards to arrive at Net income attributable to
Ryan Specialty Holdings, Inc. For the three months ended June 30, 2026 and 2025, this removes $0.5 million and
$52.4 million of Net income, respectively, on 131.3 million and 274.1 million Weighted-average shares of Class A
common stock outstanding - diluted, respectively. For the six months ended June 30, 2026 and 2025, this removes
$0.5 million and $1.1 million of Net income, respectively, on 134.3 million and 138.2 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) were exchanged for shares of Class A common
stock. For the three months ended June 30, 2026 and 2025, this includes $66.1 million and $72.7 million of Net
income, respectively, on 265.5 million and 274.1 million Weighted-average shares of Class A common stock
outstanding - diluted, respectively. For the three months ended June 30, 2025, 135.5 million weighted-average
outstanding LLC Common Units were considered dilutive and included in the 274.1 million Weighted-average
shares of Class A common stock outstanding - diluted within Diluted EPS. For the six months ended June 30, 2026
and 2025, this includes $89.0 million and $96.0 million of Net income, respectively, on 268.7 million and 274.0
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.
(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 265.5 million and 274.1 million
Weighted-average shares of Class A common stock outstanding - diluted for the three months ended June 30, 2026
and 2025, respectively, and 268.7 million and 274.0 million Weighted-average shares of Class A common stock
outstanding - diluted for the six months ended June 30, 2026 and 2025, 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 100% of the outstanding LLC Common Units (together with shares of Class B common
stock), vested Class C Incentive Units, vested but unexercised options, and unvested equity awards 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 June 30, 2026 and 2025, 3.9 million and 5.3 million shares were added to the calculation,
respectively. For the six months ended June 30, 2026 and 2025, 1.4 million and 5.4 million shares were added to
the calculation, respectively.
17
Reconciliation of Credit Adjusted EBITDAC to Net Income
(in thousands)
Twelve Months Ended
June 30, 2026
Total Revenue
$3,217,666
Net Income
$242,819
Interest expense, net
219,924
Income tax expense
39,429
Depreciation
15,757
Amortization
269,500
Change in contingent consideration
72,768
EBITDAC
$860,197
Acquisition-related expense
50,921
Acquisition related long-term incentive compensation
19,323
Restructuring and related expense
39,297
Amortization and expense related to discontinued prepaid incentives
3,548
Other non-operating loss (income)
(1,194)
Equity-based compensation
52,962
IPO related expenses
15,431
Income from equity method investments
(23,713)
Adjusted EBITDAC (1)
$1,016,772
Credit adjustments (2)
60,565
Credit Adjusted EBITDAC
$1,077,337
(1)Adjustments made to Net income are described in the definition of Adjusted EBITDAC in “Non-GAAP Financial
Measures and Key Performance Indicators”.
(2)Adjustments made to Adjusted EBITDAC represent (without duplication) additional adjustments permitted under
our debt agreements.