Financial Analysis

Mergers and Acquisitions There were no material acquisitions completed during the six months ended June 30, 2026 . 2025 Acquisitions On February 3, 2025 , the Company completed the acquisition of Velocity Risk Underwriters, LLC (Velocity), an MGU specializing in first-party insurance coverage for catastrophe exposed properties, headquartered in Nashville, Tennessee, for cash consideration of $549.6 million and contingent consideration of $19.6 million . Measurement period adjustments related to the initial valuation of contingent consideration of $1.5 million , Other current assets of $1.5 million , and net working capital of $0.9 million were recognized as a net $0.9 million increase in Goodwill on the Consolidated Balance Sheets as of December 31, 2025 . On May 1, 2025 , the Company completed the acquisition of certain assets of USQRisk Holdings, LLC, a company based in New York, New York, and London, England, that underwrites, structures, prices, and places specialty insurance for corporate clients seeking bespoke, multi-year risk solutions, for cash consideration of $28.9 million and contingent consideration of $23.8 million . A measurement period adjustment related to net working capital of $0.2 million was recognized as an increase in Goodwill on the Consolidated Balance Sheets as of December 31, 2025 . On May 16, 2025 , the Company completed the acquisition of 360 Underwriting, an MGU specializing in commercial construction, based in Dublin and Galway, Ireland, for cas …

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Commitments and Contingencies As an E&S and Admitted markets intermediary, the Company faces ordinary course of business E&O exposure. The Company also has potential E&O risk if an insurance carrier with which Ryan Specialty placed coverage denies coverage for a claim or pays less than the insured believes is the full amount owed. The Company seeks to resolve, through commercial accommodations, certain matters to limit the economic exposure, including potential legal fees, and reputational risk created by E&O matters or disagreements between a carrier and the insured. The Company utilizes insurance to provide protection from E&O liabilities that may arise during the ordinary course of business. Ryan Specialtys E&O insurance provides aggregate coverage for E&O losses up to $150.0 million in excess of a per claim retention amount of $5.0 million . The Company periodically determines a range of possible outcomes using the best available information that relies, in part, on projecting historical claim data into the future. Loss contingencies of $4.7 million and $3.2 million were recorded for outstanding matters as of June 30, 2026 and December 31, 2025 , respectively. Loss contingencies exclude the impact of any loss recoveries and are recognized within Accounts payable and accrued liabilities on the Consolidated Balance Sheets. The Company recognized the net impact of loss contingencies and any loss recoveries of $1.3 million and $2.0 million of E&amp …

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Debt Substantially all of the Companys debt is carried at outstanding principal balance, less debt issuance costs and any unamortized discount. The following table is a summary of the Companys outstanding debt: June 30, 2026 December 31, 2025 Term debt 7 -year term loan facility, periodic interest and quarterly principal payments, Adjusted Term SOFR + 2.00% , matures September 13, 2031 $ 1,653,195 $ 1,659,629 Senior secured notes 8 -year senior secured notes, semi-annual interest payments, 4.38% , mature February 1, 2030 403,196 402,677 8 -year senior secured notes, semi-annual interest payments, 5.88% , mature August 1, 2032 1,211,125 1,209,908 Revolving debt 5 -year revolving loan facility, periodic interest payments, Adjusted Term SOFR + up to 2.50% , plus commitment fees of 0.25% - 0.50% , matures July 30, 2029 358,345 74,062 Premium financing notes Commercial notes, periodic interest and principal payments, 4.75% , expire March 15, 2027 563 Commercial notes, periodic interest and principal payments, 4.75% , expire May 15, 2027 6,731 Commercial notes, periodic interest and principal payments, 5.25% , expired May 1, 2026 2,519 Commercial notes, periodic interest and principal payments, 5.25% , expired June 1, 2026 499 Commercial notes, periodic interest and principal payments, 5.25% , expired June 21, 2026 2,355 Total debt $ 3,633,155 $ 3,351,649 Less: Short-term debt and current portion of long-term debt (62,466) (60,187) Long-term debt $ 3,570,689 $ 3,291,462 Term Loan A …

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The following table summarizes revenue from contracts with customers by Specialty: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Wholesale Brokerage $ 498,802 $ 477,165 $ 876,598 $ 837,953 Binding Authority 100,170 94,524 210,170 196,474 Underwriting Management 303,756 269,168 598,863 482,558 Total Net commissions and fees $ 902,728 $ 840,857 $ 1,685,631 $ 1,516,985

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Equity-Based Compensation The Ryan Specialty Holdings, Inc. 2021 Omnibus Incentive Plan (the Omnibus Plan) governs, among other things, the types of awards the Company can grant to employees as equity-based compensation awards. The Omnibus Plan provides for potential grants of the following awards: (i) stock options, (ii) stock appreciation rights, (iii) restricted stock awards, (iv) performance awards, (v) other stock-based awards, (vi) other cash-based awards, and (vii) analogous equity awards made in equity of the LLC. IPO-Related Awards As a result of the Organizational Transactions, pre-IPO holders of LLC Units that were granted as incentive awards, which had historically been classified as equity and vested pro rata over five years , were required to exchange their LLC Units for either Restricted Stock or Restricted Common Units. Additionally, Reload Options or Reload Class C Incentive Units were issued to employees in order to protect against the dilution of their existing awards upon exchange to the new awards. Separately, certain employees were granted one or more of the following new awards: (i) Restricted Stock Units (RSUs), (ii) Staking Options, (iii) Restricted LLC Units (RLUs), or (iv) Staking Class C Incentive Units. The terms of these awards are described below. All awards granted as part of the Organizational Transactions and the IPO are subject to non- linear transfer restrictions for at least the five -year period following the IPO. Incentive Awards As part …

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Fair Value Measurements Accounting standards establish a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair values as follows: Level 1: Observable inputs such as quoted prices for identical assets in active markets; Level 2: Inputs other than quoted prices for identical assets in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data which requires the use of valuation techniques and the development of assumptions. The level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level of input that is significant to the fair value measurement in its entirety. The carrying amount of financial assets and liabilities reported on the Consolidated Balance Sheets for commissions and fees receivable net, other current assets, accounts payable, short-term debt, and other accrued liabilities as of June 30, 2026 and December 31, 2025 , approximate fair value because of the short-term duration of these instruments. The fair value of long-term debt, including the Term Loan, Senior Secured Notes, and any current portion of such debt, was $3,241.6 million and $3,308.4 million as of June 30, 2026 and December 31, 2025 , respectively. The fair value of the Term Loan and Senior Secured Notes would be classified as Level 2 in the fair value hierarchy. See Note 7 , Debt , for the carrying values of the Companys debt. …

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Income Taxes The Company is taxed as a corporation for income tax purposes and is subject to federal, state, and local taxes with respect to its allocable share of any net taxable income from the LLC. The LLC is a limited liability company taxed as a partnership for income tax purposes, and its taxable income or loss is passed through to its members, including the Company. The LLC is subject to income taxes on its taxable income in certain foreign countries, in certain state and local jurisdictions that impose income taxes on partnerships, and on the taxable income of its U.S. corporate subsidiaries. Effective Tax Rate The Companys effective tax rate from continuing operations was 17.10% and 9.60% for the three months ended June 30, 2026 and 2025 , respectively, and 16.20% and 36.30% for the six months ended June 30, 2026 and 2025 , respectively. The effective tax rate for the three and six months ended June 30, 2026 , and the three months ended June 30, 2025 , was lower than the 21% statutory rate primarily as result of the income attributable to the non-controlling interests . The effective tax rate for the six months ended June 30, 2025 , was higher than the 21% statutory rate primarily as a result of the non-cash deferred income tax expense from the CCR related to the acquisition of Velocity, which is described below, offset by a decrease related to the income attributable to the non-controlling interests. The Company does not believe it has any significant uncertain tax …

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Leases The Company has operating leases with various terms through February 2038 , primarily for office space and office equipment. The following table provides additional information about the Companys leases: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Lease costs Operating lease costs $ 9,126 $ 8,555 $ 17,829 $ 16,860 Short-term lease costs Operating lease costs 168 548 369 1,054 Sublease income (140) (157) (278) (265) Lease costs net $ 9,154 $ 8,946 $ 17,920 $ 17,649 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows used for operating leases $ 19,571 $ 16,876 Non-cash related activities Right-of-use assets obtained in exchange for new operating lease liabilities 8,976 11,985 Amortization of right-of-use assets for operating leases 13,018 12,072 Weighted-average discount rate (percent) Operating leases 5.5 % 5.4 % Weighted-average remaining lease term (years) Operating leases 6.4 7.2 …

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Recently Issued Accounting Pronouncements New Accounting Pronouncement Recently Adopted In December 2025, the FASB issued ASU 2025-11 Interim Reporting (Topic 270) Narrow-Scope Improvements , which includes amendments that clarify when the interim reporting guidance is applicable, outlines the interim disclosures required under this guidance and all other ASC topics, and establishes a disclosure principle that requires an entity to disclose material events that have occurred since the last annual reporting period. This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company early adopted this ASU prospectively on January 1, 2026, with no material impact to its consolidated financial statements or disclosures. In December 2025, the FASB issued ASU 2025-12 Codification Improvements , which includes amendments that provide clarification, correct technical errors, and make minor improvements with the intent to make the Accounting Standard Codification easier to understand and apply. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods, with early adoption permitted. The Company early adopted this ASU prospectively on January 1, 2026, with no material impact to its consolidated financial statements or disclosures. Recently Issued Accounting Pronouncements Not Yet Adopted In November 2024, the …

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Related Parties Equity Method Investments Ryan Investment Holdings Ryan Investment Holdings, LLC (RIH) was formed as an investment holding company designed to aggregate the funds of Ryan Specialty and Geneva Ryan Holdings, LLC (GRH) for investment in Geneva Re Partners, LLC (GRP). GRH was formed as an investment holding company designed to aggregate investment funds of Patrick G. Ryan and other affiliated investors. Two affiliated investors are LLC Unitholders and directors of the Company, and another is an LLC Unitholder and employee of the Company. Ryan Specialty does not consolidate GRH as the Company does not have a direct investment in or variable interest in this entity. The Company holds a 47% interest in RIH and GRH holds the remaining 53% interest. RIH has a 50% non-controlling interest in GRP and the other 50% is owned by Nationwide Mutual Insurance Company. GRP wholly owns Geneva Re, a Bermuda-regulated reinsurance company, and GR Bermuda SAC Ltd (the Segregated Account Company). The Segregated Account Company has one segregated account, which is beneficially owned by a third-party insurance company (the Third-party Insurer). RIH is considered a related party variable interest entity under common control with the Company. The Company is not most closely associated with the variable interest entity and therefore does not consolidate RIH. The assets of RIH are restricted to settling obligations of RIH, pursuant to Delaware limited liability company statutes. The Comp …

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Restructuring During the first quarter of 2026 , the Company initiated the Empower program to streamline the Companys brokerage, binding, and underwriting operations, optimize scale, accelerate data and technology strategies, and enhance efficiencies across all of the Companys Specialties. The restructuring plan is expected to incur total restructuring costs of $160.0 million , including $115.0 million related to business platform optimization and $45.0 million related to compensation and benefits, through December 31, 2028 , and to generate annual savings of approximately $80.0 million in 2029 . Business platform optimization includes expenses related 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 includes severance as well as employment costs for services rendered between the notification and termination dates and other termination payments. The following table presents the restructuring expense incurred: Three Months Ended June 30, 2026 Six Months Ended June 30, 2026 Business platform optimization $ 26,129 $ 30,040 Compensation and benefits 7,189 7,855 Total $ 33,318 $ 37,895 For the three and six months ended June 30, 2026 , the Company recognized restructuring expenses of $11.6 million and $13.6 million , respectively, including contractor costs, in Compensation and benefits, and $21.7 million and $ …

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Revenue from Contracts with Customers Disaggregation of Revenue The following table summarizes revenue from contracts with customers by Specialty: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Wholesale Brokerage $ 498,802 $ 477,165 $ 876,598 $ 837,953 Binding Authority 100,170 94,524 210,170 196,474 Underwriting Management 303,756 269,168 598,863 482,558 Total Net commissions and fees $ 902,728 $ 840,857 $ 1,685,631 $ 1,516,985 Contract Balances Contract assets, which arise primarily from the Companys supplemental and contingent commission arrangements, medical stop loss business, and multi-year structured solutions business, are included within Commissions and fees receivable net on the Consolidated Balance Sheets. The contract assets balance was $87.0 million and $65.4 million as of June 30, 2026 and December 31, 2025 , respectively. The contract liability balance related to deferred revenue, which is included within Accounts payable and accrued liabilities on the Consolidated Balance Sheets, was $7.3 million and $10.0 million as of June 30, 2026 and December 31, 2025 , respectively. During the three and six months ended June 30, 2026 , $4.0 million and $8.1 million , respectively, of the contract liabilities outstanding as of December 31, 2025 , were recognized as revenue. …

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Segment Reporting Segment Information Ryan Specialty is organized as a single operating and reporting segment. The Companys chief operating decision maker (CODM) is its Chief Executive Officer. The Company has identified its single operating segment utilizing a management approach that aligns with the manner in which the CODM utilizes the Companys consolidated financial information for resource allocation and performance evaluation. Refer to Note 1 , Basis of Presentation , for a description of the Companys products and services and to Note 2 , Revenue from Contracts with Customers , for the disaggregation of revenue by Specialty. The CODM utilizes consolidated net income as the primary metric to monitor budget versus actual results, assess the performance of the business, and make decisions regarding resource allocation. The following table provides information about the Companys revenue and includes a reconciliation to net income: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 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 Compensation-related expense 1 494,946 453,414 956,778 850,842 General and administrative expense 2 94,797 93,350 196,162 185,587 Other segment items 3 60,517 45,557 101,257 92,241 Depreciation and amortization 68,520 72,556 137,922 140,180 Change in contingent consideration 17,551 (759) 44,845 …

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Stockholders Equity Ryan Specialtys amended and restated certificate of incorporation authorizes the issuance of up to 1,000,000,000 shares of Class A common stock, 1,000,000,000 shares of Class B common stock, and 500,000,000 shares of preferred stock, each having a par value of $0.001 per share. The New LLC Operating Agreement requires that the Company and the LLC at all times maintain a one -to-one ratio between the number of shares of Class A common stock issued by the Company and the number of LLC Common Units owned by the Company, except as otherwise determined by the Company. Class A and Class B Common Stock Each share of Class A common stock is entitled to one vote per share . Each share of Class B common stock is entitled to 10 votes per share but, upon the occurrence of certain events as set forth in the Companys amended and restated certificate of incorporation, or as of September 30, 2029, at the latest, each share will be entitled to one vote per share in the future. All holders of Class A common stock and Class B common stock vote together as a single class except as otherwise required by applicable law or our amended and restated certificate of incorporation. Holders of Class B common stock do not have any right to receive dividends or distributions upon the liquidation or winding up of the Company. In accordance with the New LLC Operating Agreement, the LLC Unitholders are entitled to exchange LLC Common Units for shares of Class A common stock, or, at the Com …

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Subsequent Events The Company has evaluated subsequent events through July 31, 2026 , and has concluded that no events have occurred that require disclosure other than the events listed below. On July 10, 2026 , the Company sold its remaining 5.2% interest in VSIC for $23.3 million . On July 30, 2026 , the Companys Board of Directors approved a quarterly cash dividend of $0.13 per share of outstanding Class A common stock. The quarterly dividend will be payable on August 25, 2026 , to shareholders of record of Class A common stock as of the close of business on August 11, 2026 . Any future dividends will be subject to the approval of the Companys Board of Directors. Subsequent to June 30, 2026 , and through July 30, 2026 , the Company repurchased 986,828 shares of Class A common stock for an aggregate purchase price of $42.0 million . …

SubsequentEventsTextBlock · excerpt; the full note is in the filing