Earnings release
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1 RYAN SPECIALTY REPORTS THIRD QUARTER 2026 RESULTS - Total Revenue grew 4.7% year-over-year to $790.0 million - - Organic Revenue Growth Rate* of 4.0% year-over-year - - Net Income of $88.0 million, or $0.29 per diluted share - - Adjusted EBITDAC* grew 3.8% year-over-year to $244.4 million - - Adjusted Net Income* increased 4.1% year-over-year to $137.1 million - - Adjusted Diluted Earnings Per Share* grew 8.5% to $0.51 per diluted share - - Returned $173.7 million to shareholders, including $150.0 million of share repurchases and $23.7 million of dividends and distributions - October 29, 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 third quarter ended September 30, 2026. Third Quarter 2026 Highlights • Revenue grew 4.7% year-over-year to $790.0 million, compared to $754.6 million in the prior-year period • Organic Revenue Growth Rate* was 4.0% for the quarter, compared to 15.0% in the prior-year period • Net Income increased 40.6% year-over-year to $88.0 million, compared to $62.6 million in the prior-year period. Diluted Earnings Per Share was $0.29 • Adjusted EBITDAC* increased 3.8% to $244.4 million, compared to $235.5 million in the prior-year period • Adjusted EBITDAC Margin* of 30.9%, compared to 31.2% in the prior-year period • Adjusted Net Income* increased 4.1% to $137.1 million, compared to $131.7 million in the prior-year period • Adjusted Diluted Earnings Per Share* increased 8.5% to $0.51, compared to $0.47 in the prior-year period • Returned $173.7 million to shareholders through $150.0 million of Class A common stock repurchases, representing 3.5 million shares, and $23.7 million in dividends and distributions “We are proud of our third quarter performance, in light of an increasingly challenging market and against our toughest year over year comparison,” said Patrick G. Ryan, Founder and Executive Chairman of Ryan Specialty. “We grew total revenue 4.7%, driven by organic growth of 4.0%. We grew Adjusted EBITDAC by 3.8% and Adjusted Diluted EPS by 8.5%. We continued investing back into our business, with our second largest hiring class in late 2025, and displayed disciplined expense management, leading to an Adjusted EBITDAC margin that is down only 30 basis points year to date. We also returned capital to shareholders of over $500 million through dividends, distributions, and share repurchases. These results reflect the strength of our brokers and underwriters, and of the durable, scalable platform we have strategically built. We are confident our team will continue to perform throughout this cycle and emerge even stronger.” “Our team delivered in the face of one of the most challenging markets we have ever seen, retaining high levels of existing business, winning significant new business, and building our pipelines,” added Timothy W. Turner, Chief Executive Officer of Ryan Specialty. “We continue to deliver for our clients through our differentiated talent, deep specialty expertise, and independence. We are investing in talent, technology, AI, and data that will widen our moat. We remain focused on controlling what we can control. We are well-positioned to keep winning and to create long-term value for our shareholders.”
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2 Summary of Third Quarter 2026 Results Three Months EndedSeptember 30, Change Nine Months EndedSeptember 30, Change (in thousands, except percentages and per share data) 2026 2025 $ % 2026 2025 $ % GAAP financial measures Total revenue $ 789,963 $ 754,577 $ 35,386 4.7% $2,501,839$2,299,913$201,9268.8% Net commissions and fees 775,081 739,552 35,529 4.8 2,460,712 2,256,537 204,175 9.0 Compensation and benefits 484,208 440,434 43,774 9.9 1,511,001 1,355,995 155,00611.4 General and administrative 106,977 117,589 (10,612)(9.0) 334,381 330,698 3,683 1.1 Total operating expenses 649,135 643,786 5,349 0.8 2,086,099 1,897,835 188,264 9.9 Operating income 140,828 110,791 30,03727.1 415,740 402,078 13,662 3.4 Net income 88,048 62,603 25,44540.6 237,026 182,919 54,10729.6 Net income attributable to Ryan Specialty Holdings, Inc. 36,681 31,085 5,596 18.0 96,642 55,419 41,22374.4 Compensation and benefits expense ratio (1) 61.3 % 58.4 % 60.4 % 59.0 % General and administrative expense ratio (2) 13.5 % 15.6 % 13.4 % 14.4 % Net income margin (3) 11.1 % 8.3 % 9.5 % 8.0 % Earnings per share (4) $ 0.30 $ 0.24 $ 0.77 $ 0.44 Diluted earnings per share (4) $ 0.29 $ 0.20 $ 0.74 $ 0.41 Non-GAAP financial measures* Organic revenue growth rate 4.0 % 15.0 % 7.3 % 11.4 % Adjusted compensation and benefits expense $ 443,373 $ 417,217 $ 26,156 6.3 %$1,400,151$1,268,059$132,09210.4 % Adjusted compensation and benefits expense ratio 56.1 % 55.3 % 56.0 % 55.1 % Adjusted general and administrative expense $ 102,144 $ 101,827 $ 317 0.3 %$ 298,306 $ 287,414 $ 10,892 3.8 % Adjusted general and administrative expense ratio 12.9 % 13.5 % 11.9 % 12.5 % Adjusted EBITDAC $ 244,446 $ 235,533 $ 8,913 3.8 %$ 803,383 $ 744,440 $ 58,943 7.9 % Adjusted EBITDAC margin 30.9 % 31.2 % 32.1 % 32.4 % Adjusted net income $ 137,121 $ 131,704 $ 5,417 4.1 %$ 466,581 $ 424,225 $ 42,35610.0 % Adjusted net income margin 17.4 % 17.5 % 18.6 % 18.4 % Adjusted diluted earnings per share $ 0.51 $ 0.47 $ 0.04 8.5 %$ 1.75 $ 1.52 $ 0.23 15.1 % * For a definition and a reconciliation of Organic revenue growth rate, Adjusted compensation and benefits expense, Adjusted compensation and benefits expense 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. (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.
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3 Third Quarter 2026 Review* Total revenue for the third quarter of 2026 was $790.0 million, an increase of 4.7% compared to $754.6 million in the prior-year period. This increase was primarily due to continued organic revenue growth of 4.0%, 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 September 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 third quarter of 2026 were $649.1 million, a 0.8% increase compared to $643.8 million in the prior-year period. This increase was primarily due to higher Compensation and benefits expenses resulting from growth in revenue and an increase in Restructuring and related expense due to the Empower Program, partially offset by a decrease in Acquisition-related expenses. General and administrative expense decreased compared to the prior-year period due to a decrease in Acquisition-related expenses, partially offset by an increase in Restructuring and related expense due to the Empower Program. Change in contingent consideration also decreased compared to the prior-year period. Net income for the third quarter of 2026 increased 40.6% to $88.0 million, compared to $62.6 million in the prior-year period, primarily driven by solid revenue growth and relatively flat Total operating expenses, partially offset by a higher Income tax expense. Adjusted EBITDAC grew 3.8% to $244.4 million from $235.5 million in the prior-year period. Adjusted EBITDAC margin for the quarter was 30.9%, compared to 31.2% in the prior-year period. The increase in Adjusted EBITDAC was driven primarily by solid revenue growth, partially offset by higher Adjusted compensation and benefits expense. Adjusted net income for the third quarter of 2026 increased 4.1% to $137.1 million, compared to $131.7 million in the prior-year period. Adjusted net income margin was 17.4%, compared to 17.5% in the prior-year period. Adjusted diluted earnings per share for the third quarter of 2026 increased 8.5% to $0.51, compared to $0.47 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.
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4 Third 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 September 30, (in thousands, except percentages) 2026 % oftotal 2025 % oftotal Change Wholesale Brokerage $ 394,283 50.9% $ 376,788 50.9% $ 17,495 4.6% Binding Authority 93,012 12.0 89,636 12.1 3,376 3.8 Underwriting Management 287,786 37.1 273,128 37.0 14,658 5.4 Total Net commissions and fees $ 775,081 $ 739,552 $ 35,529 4.8% Nine Months Ended September 30, (in thousands, except percentages) 2026 % of total 2025 % of total Change Wholesale Brokerage $1,270,881 51.7% $1,214,741 53.8% $ 56,140 4.6% Binding Authority 303,182 12.3 286,110 12.7 17,072 6.0 Underwriting Management 886,649 36.0 755,686 33.5 130,963 17.3 Total Net commissions and fees $2,460,712 $2,256,537 $ 204,175 9.0% The following tables set forth our revenue by type of commissions and fees: Three Months Ended September 30, (in thousands, except percentages) 2026 % of total 2025 % of total Change Net commissions and policy fees $ 725,761 93.6% $ 672,942 91.0% $ 52,819 7.8% Supplemental and contingent commissions 33,781 4.4 29,782 4.0 3,999 13.4 Loss mitigation and other fees 15,539 2.0 36,828 5.0 (21,289) (57.8) Total Net commissions and fees $ 775,081 $ 739,552 $ 35,529 4.8% Nine Months Ended September 30, (in thousands, except percentages) 2026 % oftotal 2025 % oftotal Change Net commissions and policy fees $2,295,699 93.3% $2,083,983 92.4% $ 211,716 10.2% Supplemental and contingent commissions 115,066 4.7 103,185 4.6 11,881 11.5 Loss mitigation and other fees 49,947 2.0 69,369 3.0 (19,422) (28.0) Total Net commissions and fees $2,460,712 $2,256,537 $ 204,175 9.0%
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5 Liquidity and Financial Condition As of September 30, 2026, the Company had Cash and cash equivalents of $168.8 million and outstanding debt principal of $3.7 billion. Capital Return In the third quarter, the Company returned approximately $173.7 million to shareholders through $150.0 million of Class A common stock repurchases, representing 3.5 million shares, and $23.7 million in dividends and distributions. As of September 30, 2026, the Company had $150.0 million of remaining authorization under its share repurchase program. Additionally, on October 29, 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 November 24, 2026, to stockholders of record as of the close of business on November 10, 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 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 modestly 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 October 29, 2026. Interested parties may access the conference call through the live webcast, which can be accessed at https:// ryan-specialty-q3-2026-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 relating to the restructuring plan, or its plans and objectives for future operations, growth initiatives, or strategies,
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6 and the statements under the caption “Full Year 2026 Guidance” 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.
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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. Amortization and expense is composed of charges related to discontinued prepaid incentive programs. For the three months ended September 30, 2026, Other non-operating income consisted of $1.0 million of proceeds from the sales of a small non-subscription workers compensation book of business and a small MGU, $0.1 million of sublease income, and $0.1 million of forfeitures of vested equity awards offset by $0.5 million of TRA contractual interest and related charges. For the three months ended September 30, 2025, Other non- operating income consisted of $0.3 million of forfeitures of vested equity awards, $0.2 million of seller reimbursement of acquisition-related retention incentives, and $0.2 million of sublease income offset by $0.4 million of TRA contractual interest and related charges. For the nine months ended September 30, 2026, Other non- operating income consisted of $1.1 million of proceeds from the sales of a small non-subscription workers compensation book of business and a small MGU, $0.7 million of forfeitures of vested equity awards, $0.4 million of sublease income, and $0.1 million of seller reimbursement of acquisition-related retention incentives offset by $0.8 million of TRA contractual interest and related charges. For the nine months ended September 30, 2025, Other non- operating income consisted of $0.6 million of seller reimbursement of acquisition-related retention incentives, $0.4 million of sublease income, and $0.3 million of forfeitures of vested equity awards offset by $0.8 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 is subject to United States federal income taxes, in addition to state, local, and foreign taxes, with respect to its allocable share of any net taxable income of Ryan Specialty, LLC (together with its parent New Ryan Specialty, LLC and their subsidiaries, the “LLC”). For comparability purposes, this calculation incorporates the impact of federal and state statutory tax rates on 100% of the Company’s adjusted pre-tax income as if the Company owned 100% of Ryan Specialty, LLC. The most directly comparable GAAP financial metric is Net income. Adjusted net income margin: Adjusted net income margin is defined as Adjusted net income as a percentage of Total revenue. The most directly comparable GAAP financial metric is Net income margin. Adjusted diluted earnings per share: Adjusted diluted earnings per share is defined as Adjusted net income divided by diluted shares outstanding after adjusting for the effect if 100% of the outstanding LLC Common Units (“LLC
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8 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 September 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 nine months ended September 30, 2026, and subtracting the consolidated financial data of the Company for the nine months ended September 30, 2025. The summary unaudited consolidated financial data for the twelve months ended September 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 Guidance” 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 MezickVP, Investor Relations Ryan Specialty IR@ryanspecialty.comPhone: (312) 784-6152 Media Relations Alice Phillips ToppingSVP, Chief Marketing & Communications Officer Ryan Specialty Alice.Topping@ryanspecialty.comPhone: (312) 635-5976
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9 Consolidated Statements of Income (Unaudited) Three Months EndedSeptember 30, Nine Months EndedSeptember 30, (in thousands, except percentages and per share data) 2026 2025 2026 2025 Revenue Net commissions and fees $ 775,081 $ 739,552 $ 2,460,712$ 2,256,537 Fiduciary investment income 14,882 15,025 41,127 43,376 Total revenue $ 789,963 $ 754,577 $ 2,501,839$ 2,299,913 Expenses Compensation and benefits 484,208 440,434 1,511,001 1,355,995 General and administrative 106,977 117,589 334,381 330,698 Amortization 64,278 70,188 194,005 204,841 Depreciation 4,330 3,607 12,525 9,134 Change in contingent consideration (10,658) 11,968 34,187 (2,833) Total operating expenses $ 649,135 $ 643,786 $ 2,086,099$ 1,897,835 Operating income $ 140,828 $ 110,791 $ 415,740 $ 402,078 Interest expense, net 57,264 56,344 167,646 169,186 Income from equity method investments (11,840) (4,957) (24,410) (15,050) Other non-operating income (784) (402) (1,520) (636) Income before income taxes $ 96,188 $ 59,806 $ 274,024 $ 248,578 Income tax expense (benefit) 8,140 (2,797) 36,998 65,659 Net income $ 88,048 $ 62,603 $ 237,026 $ 182,919 GAAP financial measures Total revenue $ 789,963 $ 754,577 $ 2,501,839$ 2,299,913 Net commissions and fees 775,081 739,552 2,460,712 2,256,537 Compensation and benefits 484,208 440,434 1,511,001 1,355,995 General and administrative 106,977 117,589 334,381 330,698 Net income 88,048 62,603 237,026 182,919 Compensation and benefits expense ratio (1) 61.3 % 58.4 % 60.4 % 59.0 % General and administrative expense ratio (2) 13.5 % 15.6 % 13.4 % 14.4 % Net income margin (3) 11.1 % 8.3 % 9.5 % 8.0 % Earnings per share (4) $ 0.30 $ 0.24 $ 0.77 $ 0.44 Diluted earnings per share (4) $ 0.29 $ 0.20 $ 0.74 $ 0.41 Non-GAAP Financial Measures (Unaudited) Three Months EndedSeptember 30, Nine Months EndedSeptember 30, (in thousands, except percentages and per share data) 2026 2025 2026 2025 Non-GAAP financial measures* Organic revenue growth rate 4.0 % 15.0 % 7.3 % 11.4 % Adjusted compensation and benefits expense $ 443,373 $ 417,217 $ 1,400,151$ 1,268,059 Adjusted compensation and benefits expense ratio 56.1 % 55.3 % 56.0 % 55.1 % Adjusted general and administrative expense $ 102,144 $ 101,827 $ 298,306 $ 287,414 Adjusted general and administrative expense ratio 12.9 % 13.5 % 11.9 % 12.5 % Adjusted EBITDAC $ 244,446 $ 235,533 $ 803,383 $ 744,440 Adjusted EBITDAC margin 30.9 % 31.2 % 32.1 % 32.4 % Adjusted net income $ 137,121 $ 131,704 $ 466,581 $ 424,225 Adjusted net income margin 17.4 % 17.5 % 18.6 % 18.4 % Adjusted diluted earnings per share $ 0.51 $ 0.47 $ 1.75 $ 1.52
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10 Consolidated Balance Sheets (Unaudited) (in thousands, except share and per share data) September 30, 2026 December 31, 2025 ASSETS CURRENT ASSETS Cash and cash equivalents $ 168,811$ 158,322 Commissions and fees receivable – net 576,111 488,951 Fiduciary cash and receivables 4,935,368 4,298,920 Prepaid incentives – net 28,660 13,550 Other current assets 76,615 100,437 Total current assets $ 5,785,565$ 5,060,180 NON-CURRENT ASSETS Goodwill 3,216,252 3,225,021 Customer relationships 1,314,994 1,496,885 Other intangible assets 137,001 119,621 Prepaid incentives – net 26,827 27,849 Equity method investments 109,852 109,982 Property and equipment – net 64,665 69,461 Lease right-of-use assets 126,985 130,480 Deferred tax assets 252,220 310,138 Other non-current assets 9,972 14,554 Total non-current assets $ 5,258,768$ 5,503,991 TOTAL ASSETS $ 11,044,333$ 10,564,171 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities $ 308,128$ 284,403 Accrued compensation 408,583 519,251 Operating lease liabilities 28,923 25,987 Tax Receivable Agreement liabilities 30,697 — Short-term debt and current portion of long-term debt 42,433 60,187 Fiduciary liabilities 4,935,368 4,298,920 Total current liabilities $ 5,754,132$ 5,188,748 NON-CURRENT LIABILITIES Accrued compensation 90,878 70,096 Operating lease liabilities 150,020 153,089 Long-term debt 3,634,056 3,291,462 Tax Receivable Agreement liabilities 454,391 458,997 Deferred tax liabilities 43,547 49,834 Other non-current liabilities 15,561 97,894 Total non-current liabilities $ 4,388,453$ 4,121,372 TOTAL LIABILITIES $ 10,142,585$ 9,310,120 STOCKHOLDERS’ EQUITY Class A common stock ($0.001 par value; 1,000,000,000 shares authorized, 120,364,827 and 129,603,426 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively) 120 130 Class B common stock ($0.001 par value; 982,799,265 shares authorized and 132,446,301 shares issued and outstanding at September 30, 2026; 1,000,000,000 shares authorized and 134,508,885 shares issued and outstanding at December 31, 2025) 132 135 Preferred stock ($0.001 par value; 500,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2026, and December 31, 2025) — — Additional paid-in capital 271,892 513,610 Retained earnings 166,508 120,353 Accumulated other comprehensive income 8,063 13,845 Total stockholders’ equity attributable to Ryan Specialty Holdings, Inc. $ 446,715$ 648,073 Non-controlling interests 455,033 605,978 Total stockholders’ equity $ 901,748$ 1,254,051 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 11,044,333$ 10,564,171
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11 Consolidated Statements of Cash Flows (Unaudited) Nine Months EndedSeptember 30, (in thousands) 2026 2025 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 237,026$ 182,919 Adjustments to reconcile net income to cash flows provided by operating activities: Income from equity method investments (24,410) (15,050) Amortization 194,005 204,841 Depreciation 12,525 9,134 Prepaid and deferred compensation expense 30,096 33,613 Non-cash equity-based compensation 51,968 50,988 Amortization of deferred debt issuance costs 7,303 7,157 Amortization of interest rate cap premium — 5,216 Deferred income tax expense 26,782 11,472 Deferred income tax expense from common control reorganization — 47,978 Loss on Tax Receivable Agreement 834 783 Impairment of internally-developed software 11,704 — Changes in operating assets and liabilities, net of acquisitions: Commissions and fees receivable – net (89,099) (6,392) Accrued interest liability (21,183) (12,489) Other current and non-current assets 18,464 19,520 Other current and non-current liabilities (149,082) (159,269) Total cash flows provided by operating activities $ 306,933$ 380,421 CASH FLOWS FROM INVESTING ACTIVITIES Business combinations – net of cash acquired and cash held in a fiduciary capacity — (636,925) Capital expenditures (52,233) (50,678) Equity method investment in VSIC — (16,561) Proceeds from sale of equity method investment in VSIC 23,349 — Asset acquisitions (1,556) (3,014) Total cash flows used in investing activities $ (30,440)$ (707,178) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings on Revolving Credit Facility 1,359,030 1,114,872 Repayments on Revolving Credit Facility (1,008,719) (990,857) Debt issuance costs paid — (2,889) Repayment of term debt (12,750) (12,750) Receipt of contingently returnable consideration 3,140 1,927 Payment of contingent consideration (37,406) (29,252) Tax distributions to non-controlling LLC Unitholders (43,103) (45,695) Receipt of taxes related to net share settlement of equity awards 18,831 35,174 Taxes paid related to net share settlement of equity awards (18,698) (36,051) Class A common stock dividends and Dividend Equivalents paid (50,170) (46,825) Distributions and Declared Distributions paid to non-controlling LLC Unitholders (24,233) (20,428) Repurchases of Class A common stock (450,253) — Payments related to Ryan Re preferred units — (249) Net change in fiduciary liabilities 183,520 38,341 Total cash flows provided by (used in) financing activities $ (80,811)$ 5,318 Effect of changes in foreign exchange rates on cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity (5,872) 14,507 NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY $ 189,810$ (306,932) 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 $ 1,774,280$ 1,373,873 Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity Cash and cash equivalents $ 168,811$ 153,485 Cash and cash equivalents held in a fiduciary capacity 1,605,469 1,220,388 Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity $ 1,774,280$ 1,373,873
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12 Reconciliation of Organic Revenue Growth Rate Three Months EndedSeptember 30, Nine Months EndedSeptember 30, (in thousands, except percentages) 2026 2025 2026 2025 Current period Net commissions and fees revenue $ 775,081 $ 739,552 $2,460,712 $2,256,537 Less: Current period contingent commissions (29,107) (24,310) (95,629) (82,164) Less: Revenue attributable to sold businesses (55) (65) (147) (354) Net commissions and fees revenue excluding contingent commissions $ 745,919 $ 715,177 $2,364,936 $2,174,019 Prior period Net commissions and fees revenue $ 739,552 $ 588,129 $2,256,537 $1,806,264 Less: Prior year contingent commissions (24,310) (14,842) (82,164) (44,741) Less: Revenue attributable to sold businesses (1,161) (427) (2,343) (1,548) Prior period Net commissions and fees revenue excluding contingent commissions $ 714,081 $ 572,860 $2,172,030 $1,759,975 Change in Net commissions and fees revenue excluding contingent commissions $ 31,838 $ 142,317 $ 192,906 $ 414,044 Less: Mergers and acquisitions Net commissions and fees revenue excluding contingent commissions (3,574) (55,650) (30,249) (212,249) Impact of change in foreign exchange rates 219 (923) (3,878) (1,324) Organic revenue growth (Non-GAAP) $ 28,483 $ 85,744 $ 158,779 $ 200,471 Net commissions and fees revenue growth rate (GAAP) 4.8 % 25.7 % 9.0 % 24.9 % Less: Impact of contingent commissions (1) (0.3) (0.9) (0.1) (1.4) Net commissions and fees revenue excluding contingent commissions growth rate (2) 4.5 % 24.8 % 8.9 % 23.5 % Less: Mergers and acquisitions Net commissions and fees revenue excluding contingent commissions (3) (0.5) (9.7) (1.4) (12.0) Impact of change in foreign exchange rates (4) — (0.1) (0.2) (0.1) Organic Revenue Growth Rate (Non-GAAP) 4.0 % 15.0 % 7.3 % 11.4 % (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 and 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 twelve 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.
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13 Reconciliation of Adjusted Compensation and Benefits Expense to Compensation and Benefits Expense Three Months EndedSeptember 30, Nine Months EndedSeptember 30, (in thousands, except percentages) 2026 2025 2026 2025 Total revenue $ 789,963 $ 754,577 $2,501,839 $2,299,913 Compensation and benefits expense $ 484,208 $ 440,434 $1,511,001 $1,355,995 Acquisition-related expense (625) (3,583) (5,885) (8,546) Acquisition related long-term incentive compensation (6,791) (7,463) (17,185) (25,115) Restructuring and related expense (19,528) — (33,627) — Amortization and expense related to discontinued prepaid incentives (663) (981) (2,185) (3,287) Equity-based compensation (1) (13,105) (7,432) (45,825) (36,854) IPO related expenses (123) (3,758) (6,143) (14,134) Adjusted compensation and benefits expense (2) $ 443,373 $ 417,217 $1,400,151 $1,268,059 Compensation and benefits expense ratio 61.3% 58.4% 60.4% 59.0% Adjusted compensation and benefits expense ratio 56.1% 55.3% 56.0% 55.1% (1) For the three months ended September 30, 2026, $9.2 million of expense was reversed associated with certain performance-based awards. For the three months ended September 30, 2025, $5.8 million of expense was reversed associated with certain executive performance-based awards. See “Note 9, Equity-Based Compensation” of the unaudited quarterly consolidated financial statements for additional discussion. (2) 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 EndedSeptember 30, Nine Months EndedSeptember 30, (in thousands, except percentages) 2026 2025 2026 2025 Total revenue $ 789,963 $ 754,577 $2,501,839 $2,299,913 General and administrative expense $ 106,977 $ 117,589 $ 334,381 $ 330,698 Acquisition-related expense (509) (15,762) (6,553) (43,284) Restructuring and related expense (4,324) — (29,522) — Adjusted general and administrative expense (1) $ 102,144 $ 101,827 $ 298,306 $ 287,414 General and administrative expense ratio 13.5% 15.6% 13.4% 14.4% Adjusted general and administrative expense ratio 12.9% 13.5% 11.9% 12.5% (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.”
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14 Reconciliation of Adjusted EBITDAC to Net Income Three Months EndedSeptember 30, Nine Months EndedSeptember 30, (in thousands, except percentages) 2026 2025 2026 2025 Total revenue $ 789,963 $ 754,577 $2,501,839 $2,299,913 Net income $ 88,048 $ 62,603 $ 237,026 $ 182,919 Interest expense, net 57,264 56,344 167,646 169,186 Income tax expense (benefit) 8,140 (2,797) 36,998 65,659 Depreciation 4,330 3,607 12,525 9,134 Amortization 64,278 70,188 194,005 204,841 Change in contingent consideration (1) (10,658) 11,968 34,187 (2,833) EBITDAC $ 211,402 $ 201,913 $ 682,387 $ 628,906 Acquisition-related expense 1,134 19,345 12,439 51,830 Acquisition related long-term incentive compensation 6,791 7,463 17,185 25,115 Restructuring and related expense 23,852 — 63,149 — Amortization and expense related to discontinued prepaid incentives 663 981 2,185 3,287 Other non-operating income (784) (402) (1,520) (636) Equity-based compensation 13,105 7,432 45,825 36,854 IPO related expenses 123 3,758 6,143 14,134 Income from equity method investments (11,840) (4,957) (24,410) (15,050) Adjusted EBITDAC $ 244,446 $ 235,533 $ 803,383 $ 744,440 Net income margin 11.1% 8.3% 9.5% 8.0% Adjusted EBITDAC margin 30.9% 31.2% 32.1% 32.4% (1)For the three months ended September 30, 2026, and for the nine months ended September 30, 2025, Change in contingent consideration included a $12.9 million and $14.3 million, respectively, decrease in valuation of the US Assure contingent consideration as a result of increased loss ratios impacting projected profit commissions.
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15 Reconciliation of Adjusted Net Income to Net Income Three Months EndedSeptember 30, Nine Months EndedSeptember 30, (in thousands, except percentages) 2026 2025 2026 2025 Total revenue $ 789,963 $ 754,577 $2,501,839 $2,299,913 Net income $ 88,048 $ 62,603 $ 237,026 $ 182,919 Income tax expense (benefit) 8,140 (2,797) 36,998 65,659 Amortization 64,278 70,188 194,005 204,841 Amortization of deferred debt issuance costs (1) 2,447 2,397 7,303 7,157 Change in contingent consideration (10,658) 11,968 34,187 (2,833) Acquisition-related expense 1,134 19,345 12,439 51,830 Acquisition related long-term incentive compensation 6,791 7,463 17,185 25,115 Restructuring and related expense 23,852 — 63,149 — Amortization and expense related to discontinued prepaid incentives 663 981 2,185 3,287 Other non-operating income (784) (402) (1,520) (636) Equity-based compensation 13,105 7,432 45,825 36,854 IPO related expenses 123 3,758 6,143 14,134 Income from equity method investments (11,840) (4,957) (24,410) (15,050) Adjusted income before income taxes (2) $ 185,299 $ 177,979 $ 630,515 $ 573,277 Adjusted income tax expense (3) (48,178) (46,275) (163,934) (149,052) Adjusted net income $ 137,121 $ 131,704 $ 466,581 $ 424,225 Net income margin 11.1% 8.3% 9.5% 8.0% Adjusted net income margin 17.4% 17.5% 18.6% 18.4% (1) Interest expense, net includes amortization of deferred debt issuance costs. (2) Adjustments made to Net income are described in the definition of Adjusted EBITDAC in “Non-GAAP Financial Measures and Key Performance Indicators.” (3) The Company is subject to United States federal income taxes, in addition to state, local, and foreign taxes, with respect to our allocable share of any net taxable income of the LLC. For the three and nine months ended September 30, 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.
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16 Reconciliation of Adjusted Diluted Earnings per Share to Diluted Earnings per Share Three Months EndedSeptember 30, Nine Months EndedSeptember 30, 2026 2025 2026 2025 Earnings per share of Class A common stock – diluted $ 0.29 $ 0.20 $ 0.74 $ 0.41 Less: Net income attributed to dilutive shares (1) (0.15) (0.09) (0.01) (0.01) Plus: Impact of all LLC Common Units exchanged for Class A shares (2) 0.20 0.12 0.16 0.27 Plus: Adjustments to Adjusted net income (3) 0.18 0.25 0.86 0.88 Plus: Dilutive impact of unvested equity awards (4) (0.01) (0.01) — (0.03) Adjusted diluted earnings per share $ 0.51 $ 0.47 $ 1.75 $ 1.52 (Share count in ’000) Weighted-average shares of Class A common stock outstanding – diluted 262,162 273,462 132,485 138,090 Plus: Impact of all LLC Common Units exchanged for Class A shares (2) — — 133,980 135,644 Plus: Dilutive impact of unvested equity awards (4) 4,172 5,526 (393) 5,407 Adjusted diluted earnings per share diluted share count 266,334 278,988 266,072 279,141 (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 September 30, 2026 and 2025, this removes $38.0 million and $23.4 million of Net income, respectively, on 262.2 million and 273.5 million Weighted-average shares of Class A common stock outstanding - diluted, respectively. For the nine months ended September 30, 2026 and 2025, this removes $1.0 million and $1.2 million of Net income, respectively, on 132.5 million and 138.1 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 September 30, 2026 and 2025, this includes $51.4 million and $31.5 million of Net income, respectively, on 262.2 million and 273.5 million Weighted-average shares of Class A common stock outstanding - diluted, respectively. For the nine months ended September 30, 2026 and 2025, this includes $140.4 million and $127.5 million of Net income, respectively, on 266.5 million and 273.7 million Weighted-average shares of Class A common stock outstanding - diluted, respectively. For the three months ended September 30, 2026, 133.3 million weighted-average outstanding LLC Common Units were considered dilutive and included in the 262.2 million Weighted-average shares of Class A common stock outstanding - diluted. For the three months ended September 30, 2025, 135.5 million weighted-average outstanding LLC Common Units were considered dilutive and included in the 273.5 million Weighted-average shares of Class A common stock outstanding - diluted. 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 “Reconciliation of Adjusted Net Income to Net Income” on 262.2 million and 273.5 million Weighted-average shares of Class A common stock outstanding - diluted for the three months ended September 30, 2026 and 2025, respectively, and 266.5 million and 273.7 million Weighted-average shares of Class A common stock outstanding - diluted for the nine months ended September 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) at the end of each period, vested Class C Incentive Units, vested but unexercised options, and unvested equity awards is calculated using the treasury stock method as if the weighted-average unrecognized cost associated with the awards was $0 over the period, less any unvested equity awards determined to be dilutive within the Diluted EPS calculation disclosed in “Note 10, Earnings Per Share” of the unaudited quarterly consolidated financial statements. For the three months ended September 30, 2026 and 2025, 4.2 million and 5.5 million shares were added to the calculation, respectively. For the nine months ended September 30, 2026 and 2025, (0.4) million and 5.4 million shares were added to the calculation, respectively.
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17 Reconciliation of Credit Adjusted EBITDAC to Net Income (in thousands) Twelve Months EndedSeptember 30, 2026 Total Revenue $ 3,253,052 Net Income $ 268,264 Interest expense, net 220,844 Income tax expense 50,366 Depreciation 16,480 Amortization 263,590 Change in contingent consideration 50,142 EBITDAC $ 869,686 Acquisition-related expense 32,710 Acquisition related long-term incentive compensation 18,651 Restructuring and related expense 63,149 Amortization and expense related to discontinued prepaid incentives 3,230 Other non-operating loss (income) (1,576) Equity-based compensation 58,635 IPO related expenses 11,796 Income from equity method investments (30,596) Adjusted EBITDAC (1) $ 1,025,685 Credit adjustments (2) 59,731 Credit Adjusted EBITDAC $ 1,085,416 (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.