FALSE000184925300018492532025-02-202025-02-20
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): February 20, 2025
____________________
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 February 20, 2025, Ryan Specialty Holdings, Inc. (the “Company”) issued a press release announcing its results of
operations for the fourth quarter ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 hereto
and is incorporated herein by reference.
The information furnished herewith pursuant to Item 2.02 of this Current Report, including Exhibit 99.1, shall not be
deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that section. The information in this current report shall not be incorporated by reference into any
registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly
set forth by specific reference in such filing.
Item 8.01 Other Events.
On February 20, 2025, the Company's board of directors (the "Board") declared a regular quarterly dividend of $0.12 per
share on the outstanding Class A common stock. The regular quarterly dividend will be payable on March 18, 2025, to
stockholders of record as of the close of business on March 4, 2025.
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 February 20, 2025
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:
February 19, 2025
By:
/s/ Janice M. Hamilton
Janice M. Hamilton
Executive Vice President and Chief Financial Officer
ryan.jpg
RYAN SPECIALTY REPORTS FOURTH QUARTER 2024 RESULTS
- Total Revenue grew 24.5% year-over-year to $663.5 million -
- Organic Revenue Growth Rate* of 11.0% year-over-year -
- Net Income of $42.6 million, or $0.10 per diluted share -
- Adjusted EBITDAC* grew 36.2% year-over-year to $216.0 million -
- Adjusted Net Income increased 28.9% year-over-year to $123.3 million, or $0.45 per diluted share -
February 20, 2025 | CHICAGO, IL — Ryan Specialty Holdings, Inc. (NYSE: RYAN) (“Ryan Specialty” or the
“Company”), a leading international specialty insurance firm, today announced results for the fourth quarter
ended December 31, 2024.
Fourth Quarter 2024 Highlights
•Revenue grew 24.5% year-over-year to $663.5 million, compared to $532.9 million in the prior-year period
•Organic Revenue Growth Rate* was 11.0% for the quarter, compared to 16.5% in the prior-year period
•Net Income decreased 27.3% year-over-year to $42.6 million, compared to $58.5 million in the prior-year
period. Diluted Earnings per Share was $0.10.
•Adjusted EBITDAC* increased 36.2% to $216.0 million, compared to $158.6 million in the prior-year period
•Adjusted EBITDAC Margin* of 32.6%, compared to 29.8% in the prior-year period
•Adjusted Net Income* increased 28.9% to $123.3 million, compared to $95.7 million in the prior-year
period
•Adjusted Diluted Earnings per Share* increased 28.6% to $0.45, compared to $0.35 in the prior-year
period
•Capital return to shareholders and LLC unit holders was $19.2 million of regular dividends and distributions
Full Year 2024 Highlights
•Revenue grew 21.1% year-over-year to $2,515.7 million compared to $2,077.5 million in the prior-year
•Organic Revenue Growth Rate* was 12.8% for the year, compared to 15.4% in the prior-year
•Net Income increased 18.2% year-over-year to $229.9 million, compared to $194.5 million in the prior-
year. Diluted Earnings per Share was $0.71.
•Adjusted EBITDAC* increased 29.8% to $811.2 million, compared to $624.7 million in the prior-year
•Adjusted EBITDAC Margin* of 32.2%, compared to 30.1% in the prior-year
•Adjusted Net Income* increased 31.4% to $493.5 million, compared to $375.6 million in the prior-year
•Adjusted Diluted Earnings per Share* increased 29.7% to $1.79, compared to $1.38 in the prior-year
•Capital return to shareholders and LLC unit holders was $102.4 million, consisting of $27.1 million of
special dividends and $75.3 million of regular dividends and distributions
2
“It was another outstanding year for Ryan Specialty,” said Patrick G. Ryan, Founder and Executive Chairman of
Ryan Specialty. “For the year, we grew total revenue 21%, supported by organic growth of 12.8% and strong
contributions from M&A, which added 7% to our top line. This marked our sixth consecutive year growing
total revenue 20% or more. We expanded Adjusted EBITDAC margin 210 basis points year-over-year and grew
Adjusted EPS by 30%. Along with our strong results, we executed our M&A strategy by closing 7 high quality
acquisitions, which will add over $265 million in annualized revenue and further distinguish Ryan Specialty as
an industry-leading international insurance services firm.”
“We produced excellent results in 2024, driven by significant new business growth while maintaining strong
renewal retention,” added Tim Turner, Chief Executive Officer of Ryan Specialty. “Coupling these results with
significant M&A not only increased our market share but greatly expanded our total addressable market. We
could not be more proud of the outstanding success we had in executing our M&A strategy, as we had our
largest year yet in terms of acquired revenue. We’ve carried that momentum into 2025 with the completion of
the highly strategic acquisition of Velocity Risk Underwriters earlier this month. These acquisitions support our
thesis of aligning specialized underwriting products with our distribution expertise across industries,
expanding our capabilities, and offering clients diverse innovative solutions. These efforts reflect the resolve of
our 5,200 talented teammates to execute with distinction and to provide best-in-class service to our clients
and trading partners. We believe we remain well positioned to deliver sustainable and differentiated growth in
2025 and over the long term, and to create additional value for our shareholders.”
3
Summary of Fourth Quarter and Full Year 2024 Results
Three Months Ended
December 31,
Change
Year Ended
December 31,
Change
(in thousands, except percentages
and per share data)
2024
2023
$
%
2024
2023
$
%
GAAP financial measures
Total revenue
$663,529
$532,863
$130,666
24.5%
$2,515,710
$2,077,549
$438,161
21.1%
Net commissions and fees
$649,407
$518,718
130,689
25.2
2,455,671
2,026,596
429,075
21.2
Compensation and benefits
$410,252
$331,735
78,517
23.7
1,591,077
1,321,029
270,048
20.4
General and administrative
$104,532
$73,586
30,946
42.1
352,050
276,181
75,869
27.5
Total operating expenses
$554,211
$436,526
117,685
27.0
2,087,898
1,718,468
369,430
21.5
Operating income
$109,318
$96,337
12,981
13.5
427,812
359,081
68,731
19.1
Net income
$42,555
$58,503
(15,948)
(27.3)
229,913
194,480
35,433
18.2
Net income attributable to
Ryan Specialty Holdings, Inc.
$13,754
$22,846
(9,092)
(39.8)
94,665
61,037
33,628
55.1
Compensation and benefits
expense ratio (1)
61.8%
62.3%
63.2%
63.6%
General and administrative
expense ratio (2)
15.8%
13.8%
14.0%
13.3%
Net income margin (3)
6.4%
11.0%
9.1%
9.4%
Earnings per share (4)
$0.11
$0.19
$0.78
$0.53
Diluted earnings per share (4)
$0.10
$0.18
$0.71
$0.52
Non-GAAP financial measures*
Organic revenue growth rate
11.0%
16.5%
12.8%
15.4%
Adjusted compensation and
benefits expense
$369,250
$310,416
$58,834
19.0%
$1,426,674
$1,222,342
$204,332
16.7%
Adjusted compensation and
benefits expense ratio
55.6%
58.3%
56.7%
58.8%
Adjusted general and
administrative expense
$78,230
$63,862
$14,368
22.5%
$277,813
$230,467
$47,346
20.5%
Adjusted general and
administrative expense ratio
11.8%
12.0%
11.0%
11.1%
Adjusted EBITDAC
$216,049
$158,585
$57,464
36.2%
$811,223
$624,740
$186,483
29.8%
Adjusted EBITDAC margin
32.6%
29.8%
32.2%
30.1%
Adjusted net income
$123,317
$95,672
$27,645
28.9%
$493,521
$375,582
$117,939
31.4%
Adjusted net income margin
18.6%
18.0%
19.6%
18.1%
Adjusted diluted earnings per
share
$0.45
$0.35
$1.79
$1.38
* 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.
(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 12, Earnings Per Share” of the annual consolidated financial statements.
4
Fourth Quarter 2024 Review*
Total revenue for the fourth quarter of 2024 was $663.5 million, an increase of 24.5% compared to $532.9
million in the prior-year period. This increase was primarily due to continued solid Organic revenue growth of
11.0%, driven by new client wins and expanded relationships with existing clients, coupled with continued
expansion of the E&S market, revenue from acquisitions completed within the trailing twelve months ended
December 31, 2024, higher contingent commissions, and the impact of foreign exchange rates. We
experienced growth across the majority of our property and casualty lines.
Total operating expenses for the fourth quarter of 2024 were $554.2 million, a 27.0% increase compared to
the prior-year period. This increase was primarily due to higher Compensation and benefits expense resulting
from higher compensation attributable to revenue growth, an increase in Acquisition related long-term
incentive compensation, higher Acquisition-related expenses, and higher Amortization from recent M&A
activity partially offset by savings associated with ACCELERATE 2025, as well as lower Change in contingent
consideration due to a downward adjustment on the US Assure earn-out. General and administrative expense
also increased compared to the prior-year period to accommodate revenue growth and an increase in
Acquisition-related expense.
Net income for the fourth quarter of 2024 decreased 27.3% to $42.6 million, compared to $58.5 million in the
prior-year period. The decrease was due to higher Income tax expense and higher Interest expense, net
partially offset by strong revenue growth.
Adjusted EBITDAC grew 36.2% to $216.0 million from $158.6 million in the prior-year period. Adjusted
EBITDAC margin for the quarter was 32.6%, compared to 29.8% in the prior-year period. The increase in
Adjusted EBITDAC was driven primarily by solid revenue growth, partially offset by higher Adjusted
compensation and benefits expense, as well as higher Adjusted general and administrative expense.
Adjusted net income for the fourth quarter of 2024 increased 28.9% to $123.3 million, compared $95.7 million
in the prior-year period. Adjusted net income margin was 18.6%, compared to 18.0% in the prior-year period.
Adjusted diluted earnings per share for the fourth quarter of 2024 increased 28.6% to $0.45, compared to
$0.35 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.
Liquidity and Financial Condition
As of December 31, 2024, the Company had Cash and cash equivalents of $540.2 million and outstanding debt
principal of $3.3 billion.
Quarterly Dividend
On February 20, 2025, the Company's board of directors (the "Board") declared and increased the Company's
regular quarterly dividend by 9.1% to $0.12 per share on the outstanding Class A common stock. The regular
quarterly dividend will be payable on March 18, 2025 to stockholders of record as of the close of business on
March 4, 2025. A portion of the dividend, $0.05 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).
5
Full Year 2025 Outlook*
The Company is initiating its full year 2025 outlook for Organic Revenue Growth Rate and Adjusted EBITDAC
Margin as follows:
•Organic Revenue Growth Rate guidance for full year 2025 to be between 11.0% – 13.0%
•Adjusted EBITDAC Margin guidance for full year 2025 to be between 32.5% – 33.5%
The Company is unable to provide a comparable outlook for, or a reconciliation to, Total revenue growth rate
or Net income margin because it cannot provide a meaningful or accurate calculation or estimation of certain
reconciling items without unreasonable effort. Its inability to do so is due to the inherent difficulty in
forecasting the timing of items that have not yet occurred and quantifying certain amounts that are necessary
for such reconciliation, including variations in effective tax rate, expenses to be incurred for acquisition
activities, and other one-time or exceptional items.
*For a definition of Organic revenue growth rate and Adjusted EBITDAC margin, see “Non-GAAP Financial Measures and
Key Performance Indicators” below.
Fourth Quarter 2024 and Full Year 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 December 31,
Period over Period
(in thousands, except percentages)
2024
% of
total
2023
% of
total
Change
Wholesale Brokerage
$374,837
57.7%
$342,718
66.1%
$32,119
9.4%
Binding Authority
74,617
11.5
67,414
13.0
7,203
10.7
Underwriting Management
199,953
30.8
108,586
20.9
91,367
84.1
Total Net commissions and fees
$649,407
$518,718
$130,689
25.2%
Year Ended December 31,
Period over Period
(in thousands, except percentages)
2024
% of
total
2023
% of
total
Change
Wholesale Brokerage
$1,489,077
60.6%
$1,319,056
65.1%
$170,021
12.9%
Binding Authority
320,379
13.0
275,961
13.6
44,418
16.1
Underwriting Management
646,215
26.3
431,579
21.3
214,636
49.7
Total Net commissions and fees
$2,455,671
$2,026,596
$429,075
21.2%
The following tables sets forth our revenue by type of commission and fees:
Three Months Ended December 31,
Period over Period
(in thousands, except percentages)
2024
% of
total
2023
% of
total
Change
Net commissions and policy fees
$603,603
92.9%
$498,612
96.1%
$104,991
21.1%
Supplemental and contingent
commissions
30,224
4.7
10,094
1.9
20,130
199.4
Loss mitigation and other fees
15,580
2.4
10,012
1.9
5,568
55.6
Total Net commissions and fees
$649,407
$518,718
$130,689
25.2%
6
Year Ended December 31,
Period over Period
(in thousands, except percentages)
2024
% of
total
2023
% of
total
Change
Net commissions and policy fees
$2,310,384
94.1%
$1,935,851
95.5%
$374,533
19.3%
Supplemental and contingent
commissions
88,842
3.6
56,375
2.8
32,467
57.6
Loss mitigation and other fees
56,445
2.3
34,370
1.7
22,075
64.2
Total Net commissions and fees
$2,455,671
$2,026,596
$429,075
21.2%
Conference Call Information
Ryan Specialty will host a conference call today at 5:00 PM ET to discuss these results. A live audio webcast of
the conference call will be available on the Company’s website at ryanspecialty.com in its Investors section.
The dial-in number for the conference call is (877) 451-6152 (toll-free) or (201) 389-0879 (international).
Please dial the number 10 minutes prior to the scheduled start time.
A webcast replay of the call will be available on the Company’s website at ryanspecialty.com in its Investors
section for one year following the call.
About Ryan Specialty
Founded in 2010, Ryan Specialty (NYSE: RYAN) is a service provider of specialty products and solutions for
insurance brokers, agents, and carriers. Ryan Specialty provides distribution, underwriting, product
development, administration, and risk management services by acting as a wholesale broker and a managing
underwriter with delegated authority from insurance carriers. Our mission is to provide industry-leading
innovative specialty insurance solutions for insurance brokers, agents, and carriers. Learn more at
ryanspecialty.com.
Forward-Looking Statements
All statements in this release and in the corresponding earnings call that are not historical are “forward-
looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve
substantial risks and uncertainties. For example, all statements the Company makes relating to its estimated
and projected costs, expenditures, cash flows, growth rates and financial results, its plans, anticipated amount
and timing of cost savings relating to the restructuring plan, or its plans and objectives for future operations,
growth initiatives, or strategies and the statements under the caption “Full Year 2025 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
7
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 audited
consolidated financial statements in our Annual Report on form 10-K filed with the SEC. Industry peers may
provide similar supplemental information but may not define similarly-named metrics in the same way and
may not make identical adjustments.
Organic revenue growth rate: Organic revenue growth rate represents the percentage change in Net
commissions and fees, as compared to the same period for the year prior, adjusted to eliminate revenue
attributable to acquisitions for the first twelve months of Ryan Specialty's ownership, and other items such as
contingent commissions and the impact of changes in foreign exchange rates.
Adjusted compensation and benefits expense: Adjusted compensation and benefits expense is defined as
Compensation and benefits expense adjusted to reflect items such as (i) equity-based compensation, (ii)
acquisition and restructuring related compensation expenses, and (iii) other exceptional or non-recurring
compensation expenses, as applicable. The most directly comparable GAAP financial metric is Compensation
and benefits expense.
Adjusted general and administrative expense: Adjusted general and administrative expense is defined as
General and administrative expense adjusted to reflect items such as (i) acquisition and restructuring related
general and administrative expenses, and (ii) other exceptional or non-recurring general and administrative
expenses, as applicable. The most directly comparable GAAP financial metric is General and administrative
expense.
Adjusted compensation and benefits expense ratio: Adjusted compensation and benefits expense ratio is
defined as the Adjusted compensation and benefits expense as a percentage of Total revenue. The most
directly comparable GAAP financial metric is Compensation and benefits expense ratio.
Adjusted general and administrative expense ratio: Adjusted general and administrative expense ratio is
defined as the Adjusted general and administrative expense as a percentage of Total revenue. The most
directly comparable GAAP financial metric is General and administrative expense ratio.
Adjusted EBITDAC: Adjusted EBITDAC is defined as Net income before Interest expense, net, Income tax
expense, 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. For the year ended December 31, 2024, Acquisition-related expense included a $4.5 million
charge related to a deal-contingent foreign exchange forward contract associated with the Castel acquisition.
8
The remaining charges in both years represent typical one-time diligence, transaction-related, and integration
costs. Acquisition-related long-term incentive compensation arises from changes to long-term incentive plans
associated with acquisitions. Restructuring and related expense consists of compensation and benefits,
occupancy, contractors, professional services, and license fees related to the ACCELERATE 2025 program. The
compensation and benefits expense included severance as well as employment costs related to services
rendered between the notification and termination dates and other termination payments. See “Note 5,
Restructuring” of the annual consolidated financial statements for further discussion of ACCELERATE 2025. The
remaining costs that preceded the restructuring plan were associated with professional services costs related
to program design and licensing costs. Amortization and expense is composed of charges related to
discontinued prepaid incentive programs. For the three months ended December 31, 2024, Other non-
operating loss (income) was composed of $3.2 million of income related to a decrease in our blended state tax
rates and foreign tax credit impact on the TRA remeasurement, and $0.1 million of sublease income offset by
$0.2 million of TRA contractual interest and related expense. For the three months ended December 31, 2023,
Other non-operating loss (income) included a $10.4 million charge related to the change in the TRA liability
caused by a change in our blended state tax rates. For the twelve months ended December 31, 2024, Other
non-operating loss (income) consisted of $18.1 million of expense related to term loan modifications and $1.3
million of TRA contractual interest and related expense offset by $3.4 million of income related to a decrease
in our blended state tax rates and foreign tax credit impact on the TRA remeasurement and $0.5 million of
sublease income. For the twelve months ended December 31, 2023, Other non-operating loss (income)
included $10.4 million charge related to the change in the TRA liability caused by a change in our blended state
tax rates. Equity-based compensation reflects non-cash equity-based expense. For the twelve months ended
December 31, 2024, Equity-based compensation included $4.6 million of expense associated with the removal
of equity transfer restrictions for an executive officer of the Company. Initial Public Offering (the "IPO") related
expenses include compensation-related expense primarily related to the expense for new awards issued at
IPO as well as expense related to the revaluation of existing equity awards at IPO. Total revenue less Adjusted
compensation and benefits expense and Adjusted general and administrative expense is equivalent to
Adjusted EBITDAC. For a breakout of compensation and general and administrative costs for each addback
refer to the Adjusted compensation and benefits expense and Adjusted general and administrative expense
tables below. The most directly comparable GAAP financial metric to Adjusted EBITDAC is Net income.
Adjusted EBITDAC margin: Adjusted EBITDAC margin is defined as Adjusted EBITDAC as a percentage of Total
revenue. The most directly comparable GAAP financial metric is Net income margin.
Adjusted net income: Adjusted net income is defined as tax-effected earnings before amortization and certain
items of income and expense, gains and losses, equity-based compensation, acquisition related long-term
incentive compensation, acquisition-related expenses, costs associated with our IPO, and certain exceptional
or non-recurring items. The Company will be subject to United States federal income taxes, in addition to
state, local, and foreign taxes, with respect to its allocable share of any net taxable income of Ryan Specialty,
LLC (together with its parent New Ryan Specialty, LLC and their subsidiaries, the “LLC”). For comparability
purposes, this calculation incorporates the impact of federal and state statutory tax rates on 100% of the
Company's adjusted pre-tax income as if the Company owned 100% of Ryan Specialty, LLC. The most directly
comparable GAAP financial metric is Net income.
Adjusted net income margin: Adjusted net income margin is defined as Adjusted net income as a percentage
of Total revenue. The most directly comparable GAAP financial metric is Net income margin.
Adjusted diluted earnings per share: Adjusted diluted earnings per share is defined as Adjusted net income
divided by diluted shares outstanding after adjusting for the effect if 100% of the outstanding LLC Common
Units (“LLC Common Units”), together with the shares of Class B common stock, vested Class C Incentive Units,
and unvested equity awards were exchanged into shares of Class A common stock as if 100% of unvested
equity awards were vested. The most directly comparable GAAP financial metric is Diluted earnings per share.
9
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 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 2025 Outlook” section of this press release, the Company is unable to provide a comparable outlook for,
or a reconciliation to, Total revenue growth rate or Net income margin because it cannot provide a meaningful
or accurate calculation or estimation of certain reconciling items without unreasonable effort. Its inability to
do so is due to the inherent difficulty in forecasting the timing of items that have not yet occurred and
quantifying certain amounts that are necessary for such reconciliation, including variations in effective tax
rate, expenses to be incurred for acquisition activities, and other one-time or exceptional items.
Contacts:
Investor Relations
Nicholas Mezick
Director, Investor Relations
Ryan Specialty
IR@ryanspecialty.com
Phone: (312) 784-6152
Media Relations
Alice Phillips Topping
SVP, Chief Marketing & Communications Officer
Ryan Specialty
Alice.Topping@ryanspecialty.com
Phone: (312) 635-5976
10
Consolidated Statements of Income (Unaudited)
Three Months Ended
December 31,
Year Ended
December 31,
(in thousands, except percentages and per share data)
2024
2023
2024
2023
Revenue
Net commissions and fees
$649,407
$518,718
$2,455,671
$2,026,596
Fiduciary investment income
14,122
14,145
60,039
50,953
Total revenue
$663,529
$532,863
$2,515,710
$2,077,549
Expenses
Compensation and benefits
410,252
331,735
1,591,077
1,321,029
General and administrative
104,532
73,586
352,050
276,181
Amortization
60,134
27,674
157,845
106,799
Depreciation
2,965
2,468
9,785
9,038
Change in contingent consideration
(23,672)
1,063
(22,859)
5,421
Total operating expenses
$554,211
$436,526
$2,087,898
$1,718,468
Operating income
$109,318
$96,337
$427,812
$359,081
Interest expense, net
48,532
29,667
158,448
119,507
(Income) from equity method investment in related party
(4,721)
(2,849)
(18,231)
(8,731)
Other non-operating loss (income)
(3,534)
10,343
15,041
10,380
Income before income taxes
$69,041
$59,176
$272,554
$237,925
Income tax expense
26,486
673
42,641
43,445
Net income
$42,555
$58,503
$229,913
$194,480
GAAP financial measures
Revenue
$663,529
$532,863
$2,515,710
$2,077,549
Compensation and benefits
410,252
331,735
1,591,077
1,321,029
General and administrative
104,532
73,586
352,050
276,181
Net income
42,555
58,503
229,913
194,480
Total revenue growth rate
24.5%
22.5%
21.1%
20.4%
Compensation and benefits expense ratio (1)
61.8%
62.3%
63.2%
63.6%
General and administrative expense ratio (2)
15.8%
13.8%
14.0%
13.3%
Net income margin (3)
6.4%
11.0%
9.1%
9.4%
Earnings per share (4)
$0.11
$0.19
$0.78
$0.53
Diluted earnings per share (4)
$0.10
$0.18
$0.71
$0.52
Non-GAAP Financial Measures (Unaudited)
Three Months Ended
December 31,
Year Ended
December 31,
(in thousands, except percentages and per share data)
2024
2023
2024
2023
Non-GAAP financial measures*
Organic revenue growth rate
11.0%
16.5%
12.8%
15.4%
Adjusted compensation and benefits expense
$369,250
$310,416
$1,426,674
$1,222,342
Adjusted compensation and benefits expense ratio
55.6%
58.3%
56.7%
58.8%
Adjusted general and administrative expense
$78,230
$63,862
$277,813
$230,467
Adjusted general and administrative expense ratio
11.8%
12.0%
11.0%
11.1%
Adjusted EBITDAC
$216,049
$158,585
$811,223
$624,740
Adjusted EBITDAC margin
32.6%
29.8%
32.2%
30.1%
Adjusted net income
$123,317
$95,672
$493,521
$375,582
Adjusted net income margin
18.6%
18.0%
19.6%
18.1%
Adjusted diluted earnings per share
$0.45
$0.35
$1.79
$1.38
11
Consolidated Balance Sheets (Unaudited)
(in thousands, except share and per share data)
December 31,
2024
December 31,
2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$540,203
$838,790
Commissions and fees receivable – net
389,758
294,195
Fiduciary cash and receivables
3,739,727
3,131,660
Prepaid incentives – net
9,219
8,718
Other current assets
109,951
62,229
Total current assets
$4,788,858
$4,335,592
NON-CURRENT ASSETS
Goodwill
2,646,676
1,646,482
Customer relationships
1,392,048
572,416
Other intangible assets
83,674
38,254
Prepaid incentives – net
17,442
15,103
Equity method investment in related party
70,877
46,099
Property and equipment – net
50,209
42,427
Lease right-of-use assets
133,256
127,708
Deferred tax assets
448,289
383,816
Other non-current assets
18,589
39,312
Total non-current assets
$4,861,060
$2,911,617
TOTAL ASSETS
$9,649,918
$7,247,209
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities
$249,200
$136,340
Accrued compensation
486,322
419,560
Operating lease liabilities
22,107
21,369
Short-term debt and current portion of long-term debt
51,732
35,375
Fiduciary liabilities
3,739,727
3,131,660
Total current liabilities
$4,549,088
$3,744,304
NON-CURRENT LIABILITIES
Accrued compensation
49,362
24,917
Operating lease liabilities
159,231
154,457
Long-term debt
3,231,128
1,943,837
Tax Receivable Agreement liabilities
436,296
358,898
Deferred tax liabilities
39,922
55
Other non-current liabilities
86,606
41,097
Total non-current liabilities
4,002,545
2,523,261
TOTAL LIABILITIES
$8,551,633
$6,267,565
STOCKHOLDERS’ EQUITY
Class A common stock ($0.001 par value; 1,000,000,000 shares authorized, 125,411,089 and
118,593,062 shares issued and outstanding at December 31, 2024 and 2023, respectively)
125
119
Class B common stock ($0.001 par value; 1,000,000,000 shares authorized, 136,456,313 and
141,621,188 shares issued and outstanding at December 31, 2024 and 2023, respectively)
136
142
Class X common stock ($0.001 par value; 10,000,000 shares authorized, 640,784 shares issued
and 0 outstanding at December 31, 2024 and 2023)
—
—
Preferred stock ($0.001 par value; 500,000,000 shares authorized, 0 shares issued and
outstanding at December 31, 2024 and 2023)
—
—
Additional paid-in capital
506,258
441,997
Retained earnings
122,939
114,420
Accumulated other comprehensive income (loss)
(1,796)
3,076
Total stockholders’ equity attributable to Ryan Specialty Holdings, Inc.
627,662
559,754
Non-controlling interests
$470,623
$419,890
Total stockholders’ equity
1,098,285
979,644
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$9,649,918
$7,247,209
12
Consolidated Statements of Cash Flows (Unaudited)
Year Ended December 31,
(in thousands)
2024
2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
$229,913
$194,480
Adjustments to reconcile net income to cash flows provided by operating activities:
(Income) from equity method investment in related party
(18,231)
(8,731)
Amortization
157,845
106,799
Depreciation
9,785
9,038
Prepaid and deferred compensation expense
30,834
12,192
Non-cash equity-based compensation
78,995
69,743
Amortization of deferred debt issuance costs
23,930
12,172
Amortization of interest rate cap premium
6,955
6,955
Deferred income tax expense
16,798
7,134
Deferred income tax expense from common control reorganizations
9,519
18,356
(Gain) loss on Tax Receivable Agreement
(2,099)
11,170
Changes in operating assets and liabilities, net of acquisitions:
Commissions and fees receivable – net
(22,007)
(44,185)
Accrued interest liability
20,337
934
Other current and non-current assets
(20,668)
5,773
Other current and non-current liabilities
(7,038)
75,373
Total cash flows provided by operating activities
$514,868
$477,203
CASH FLOWS FROM INVESTING ACTIVITIES
Business combinations – net of cash acquired and cash held in a fiduciary capacity
(1,708,737)
(446,682)
Asset acquisitions
—
—
Capital expenditures
(47,001)
(29,776)
Repayments of prepaid incentives
—
228
Total cash flows used in investing activities
$(1,755,738)
$(476,230)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Senior Secured Notes
1,187,400
—
Borrowings on Revolving Credit Facility
1,250,000
—
Repayments on Revolving Credit Facility
(1,250,000)
—
Debt issuance costs paid
(25,536)
—
Proceeds from term debt
107,625
—
Repayment of term debt
(8,250)
(16,500)
Payment of interest rate cap premium, net
—
—
Finance lease and other costs paid
—
—
Payment of contingent consideration
—
(4,477)
Tax distributions to non-controlling LLC Unitholders
(82,702)
(71,674)
Receipt of taxes related to net share settlement of equity awards
27,930
7,811
Taxes paid related to net share settlement of equity awards
(27,460)
(8,785)
Payment of Tax Receivable Agreement liabilities
(21,578)
(16,206)
Dividends paid to Class A common shareholders
(80,236)
—
Distributions to non-controlling LLC Unitholders
(22,209)
—
Payment of accrued return on Ryan Re preferred units
(2,130)
—
Net change in fiduciary liabilities
114,003
97,221
Total cash flows provided by (used in) financing activities
$1,166,857
$(12,610)
Effect of changes in foreign exchange rates on cash, cash equivalents, and cash and cash
equivalents held in a fiduciary capacity
(1,514)
584
NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A
FIDUCIARY CAPACITY
$(75,527)
$(11,053)
CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY
—Beginning balance
1,756,332
1,767,385
CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY
—Ending balance
$1,680,805
$1,756,332
Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary
capacity
Cash and cash equivalents
$540,203
$838,790
Cash and cash equivalents held in a fiduciary capacity
1,140,602
917,542
Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity
$1,680,805
$1,756,332
13
Reconciliation of Organic Revenue Growth Rate
Three Months Ended
December 31,
Year Ended
December 31,
(in thousands, except percentages)
2024
2023
2024
2023
Current period Net commissions and fees revenue
$649,407
$518,718
$2,455,671
$2,026,596
Less: Current period contingent commissions
(28,434)
(8,404)
(73,175)
(39,028)
Net Commissions and fees revenue
excluding contingent commissions
$620,973
$510,314
$2,382,496
$1,987,568
Prior period Net commissions and fees revenue
$518,718
$427,402
$2,026,596
$1,711,861
Less: Prior period contingent commissions
(8,404)
(5,810)
(39,028)
(30,788)
Prior period Net commissions and fees revenue
excluding contingent commissions
$510,314
$421,592
$1,987,568
$1,681,073
Change in Net commissions and fees revenue excluding
contingent commissions
$110,659
$88,721
$394,928
$306,494
Less: Mergers and acquisitions Net commissions and fees
revenue excluding contingent commissions
(54,282)
(18,190)
(141,972)
(46,496)
Impact of change in foreign exchange rates
(272)
(922)
(791)
(479)
Organic revenue growth (Non-GAAP)
$56,105
$69,609
$252,165
$259,519
Net commissions and fees revenue growth rate (GAAP)
25.2%
21.4%
21.2%
18.4%
Less: Impact of contingent commissions (1)
(3.5)
(0.4)
(1.3)
(0.2)
Net commissions and fees revenue
excluding contingent commissions growth rate (2)
21.7%
21.0%
19.9%
18.2%
Less: Mergers and acquisitions Net commissions and fees
revenue excluding contingent commissions (3)
(10.6)
(4.3)
(7.1)
(2.8)
Impact of change in foreign exchange rates (4)
(0.1)
(0.2)
0.0
0.0
Organic Revenue Growth Rate (Non-GAAP)
11.0%
16.5%
12.8%
15.4%
(1)Calculated by subtracting Net commissions and fees revenue growth rate from net commissions and fees revenue
excluding contingent commissions growth rate.
(2)Calculated by dividing the change in Total net commissions & fees revenue excluding contingent commissions by
prior year net commissions and fees excluding contingent commissions.
(3)Calculated by taking the mergers and acquisitions net commissions and fees revenue excluding contingent
commissions, representing the first 12 months of net commissions and fees revenue generated from acquisitions,
divided by prior period net commissions and fees revenue excluding contingent commissions.
(4)Calculated by taking the change in foreign exchange rates divided by prior period net commissions and fees
revenue excluding contingent commissions.
14
Reconciliation of Adjusted Compensation and Benefits Expense to Compensation and Benefits Expense
Three Months Ended
December 31,
Year Ended
December 31,
(in thousands, except percentages)
2024
2023
2024
2023
Total Revenue
$663,529
$532,863
$2,515,710
$2,077,549
Compensation and Benefits Expense
$410,252
$331,735
$1,591,077
$1,321,029
Acquisition-related expense
(10,202)
(856)
(15,373)
(4,186)
Acquisition related long-term incentive compensation (1)
(7,907)
6,036
(24,946)
4,334
Restructuring and related expense
(4,253)
(9,244)
(39,929)
(22,651)
Amortization and expense related to discontinued prepaid
incentives
(1,309)
(1,648)
(5,160)
(6,441)
Equity-based compensation
(12,382)
(7,940)
(52,038)
(31,047)
IPO related expenses
(4,949)
(7,667)
(26,957)
(38,696)
Adjusted Compensation and Benefits Expense (2)
$369,250
$310,416
$1,426,674
$1,222,342
Compensation and Benefits Expense Ratio
61.8%
62.3%
63.2%
63.6%
Adjusted Compensation and Benefits Expense Ratio
55.6%
58.3%
56.7%
58.8%
(1)In the fourth quarter of 2023, Acquisition related long-term incentive compensation includes a $6.8 million
expense reversal related to the claw back of an All Risks LTIP payment from a terminated employee
(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 Ended
December 31,
Year Ended
December 31,
(in thousands, except percentages)
2024
2023
2024
2023
Total Revenue
$663,529
$532,863
$2,515,710
$2,077,549
General and Administrative Expense
$104,532
$73,586
$352,050
$276,181
Acquisition-related expense
(18,690)
(6,891)
(54,469)
(19,088)
Restructuring and related expense
(7,612)
(2,833)
(19,768)
(26,626)
Adjusted General and Administrative Expense (1)
$78,230
$63,862
$277,813
$230,467
General and Administrative Expense Ratio
15.8%
13.8%
14.0%
13.3%
Adjusted General and Administrative Expense Ratio
11.8%
12.0%
11.0%
11.1%
(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.”
15
Reconciliation of Adjusted EBITDAC to Net Income
Three Months Ended
December 31,
Year Ended
December 31,
(in thousands, except percentages)
2024
2023
2024
2023
Total Revenue
$663,529
$532,863
$2,515,710
$2,077,549
Net Income
$42,555
$58,503
$229,913
$194,480
Interest expense, net
48,532
29,667
158,448
119,507
Income tax expense
26,486
673
42,641
43,445
Depreciation
2,965
2,468
9,785
9,038
Amortization
60,134
27,674
157,845
106,799
Change in contingent consideration (1)
(23,672)
1,063
(22,859)
5,421
EBITDAC
$157,000
$120,048
$575,773
$478,690
Acquisition-related expense
28,892
7,747
69,842
23,274
Acquisition related long-term incentive compensation (2)
7,907
(6,036)
24,946
(4,334)
Restructuring and related expense
11,865
12,077
59,697
49,277
Amortization and expense related to discontinued prepaid
incentives
1,309
1,648
5,160
6,441
Other non-operating loss
(3,534)
10,343
15,041
10,380
Equity-based compensation
12,382
7,940
52,038
31,047
IPO related expenses
4,949
7,667
26,957
38,696
(Income) from equity method investments in related party
(4,721)
(2,849)
(18,231)
(8,731)
Adjusted EBITDAC (3)
$216,049
$158,585
$811,223
$624,740
Net Income Margin
6.4%
11.0%
9.1%
9.4%
Adjusted EBITDAC Margin
32.6%
29.8%
32.2%
30.1%
(1)In the fourth quarter of 2024, Change in contingent consideration included a $25.5 million decrease in valuation of
the US Assure contingent consideration as a result of increased loss ratios impacting projected profit commissions.
(2)For the year ended December 31, 2023, Acquisition related long-term incentive compensation includes a $6.8
million expense reversal related to the claw back of an All Risks LTIP payment from a terminated employee.
(3)Adjustments made to Net income are described in the definition of Adjusted EBITDAC in “Non-GAAP Financial
Measures and Key Performance Indicators.”
16
Reconciliation of Adjusted Net Income to Net Income
Three Months Ended
December 31,
Year Ended
December 31,
(in thousands, except percentages)
2024
2023
2024
2023
Total Revenue
$663,529
$532,863
$2,515,710
$2,077,549
Net Income
$42,555
$58,503
$229,913
$194,480
Income tax expense
26,486
673
42,641
43,445
Amortization
60,134
27,674
157,845
106,799
Amortization of deferred debt issuance costs (1)
2,092
3,047
23,930
12,172
Change in contingent consideration
(23,672)
1,063
(22,859)
5,421
Acquisition-related expense
28,892
7,747
69,842
23,274
Acquisition related long-term incentive compensation
7,907
(6,036)
24,946
(4,334)
Restructuring and related expense
11,865
12,077
59,697
49,277
Amortization and expense related to discontinued
prepaid incentives
1,309
1,648
5,160
6,441
Other non-operating loss
(3,534)
10,343
15,041
10,380
Equity-based compensation
12,382
7,940
52,038
31,047
IPO related expenses
4,949
7,667
26,957
38,696
(Income) from equity method investments in related
party
(4,721)
(2,849)
(18,231)
(8,731)
Adjusted Income before Income Taxes (2)
$166,644
$129,497
$666,920
$508,367
Adjusted tax expense (3)
(43,327)
(33,825)
(173,399)
(132,785)
Adjusted Net Income
$123,317
$95,672
$493,521
$375,582
Net Income Margin
6.4%
11.0%
9.1%
9.4%
Adjusted Net Income Margin
18.6%
18.0%
19.6%
18.1%
(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 twelve months ended
December 31, 2024, this calculation of adjusted income tax expense is based on a federal statutory rate of 21% and
a combined state income tax rate net of federal benefits of 5.00% on 100% of our adjusted income before income
taxes as if the Company owned 100% of the LLC. For the three and twelve months ended December 31, 2023, this
calculation of adjusted income tax expense is based on a federal statutory rate of 21% and a combined state
income tax rate net of federal benefits of 5.12% on 100% of our adjusted income before income taxes as if the
Company owned 100% of the LLC.
17
Reconciliation of Adjusted Diluted Earnings per Share to Diluted Earnings per Share
Three Months Ended
December 31,
Year Ended
December 31,
2024
2023
2024
2023
Earnings per share of Class A common stock – diluted
$0.10
$0.18
$0.71
$0.52
Less: Net income attributed to dilutive shares and substantively
vested RSUs (1)
—
—
—
(0.03)
Plus: Impact of all LLC Common Units exchanged for Class A shares (2)
0.06
0.04
0.14
0.24
Plus: Adjustments to Adjusted net income (3)
0.29
0.14
0.97
0.67
Plus: Dilutive impact of unvested equity awards (4)
—
(0.01)
(0.03)
(0.02)
Adjusted diluted earnings per share
$0.45
$0.35
$1.79
$1.38
(Share count in '000s)
Weighted-average shares of Class A common stock outstanding –
diluted
137,265
128,295
132,891
125,745
Plus: Impact of all LLC Common Units exchanged for Class A shares (2)
136,370
140,632
138,980
142,384
Plus: Dilutive impact of unvested equity awards (4)
3,358
3,534
4,417
4,137
Adjusted diluted earnings per share diluted share count
276,993
272,461
276,288
272,266
(1)Adjustment removes the impact of Net income attributed to dilutive awards and substantively vested RSUs to
arrive at Net income attributable to Ryan Specialty Holdings, Inc. For the three months ended December 31, 2024
and 2023, this removes $0.2 million and $0.4 million of Net income, respectively, on 137.3 million and 128.3
million Weighted-average shares of Class A common stock outstanding - diluted, respectively. For the twelve
months ended December 31, 2024 and 2023, this removes $0.3 million and $4.2 million of Net income,
respectively, on 132.9 million and 125.7 million Weighted-average shares of Class A common stock outstanding -
diluted, respectively. See “Note 12, Earnings Per Share” of the annual consolidated financial statements.
(2)For comparability purposes, this calculation incorporates the Net income that would be distributable if all LLC
Common Units (together with shares of Class B common stock) and vested Class C Incentive units were exchanged
for shares of Class A common stock. For the three months ended December 31, 2024 and 2023, this includes
$28.8 million and $35.7 million of Net income, respectively, on 273.6 million and 268.9 million Weighted-average
shares of Class A common stock outstanding - diluted, respectively. For the twelve months ended December 31,
2024 and 2023, this includes $135.2 million and $133.4 million of Net income, respectively, on 271.9 million and
268.1 million Weighted-average shares of Class A common stock outstanding - diluted, respectively. See “Note 12,
Earnings Per Share” of the annual 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 273.6 million and 268.9 million
Weighted-average shares of Class A common stock outstanding - diluted for the three months ended December 31,
2024 and 2023, respectively, and on 271.9 million and 268.1 million Weighted-average shares of Class A common
stock outstanding- diluted for the twelve months ended December 31, 2024 and 2023, respectively.
(4)For comparability purposes and to be consistent with the treatment of the adjustments to arrive at Adjusted net
income, the dilutive effect of unvested equity awards is calculated using the treasury stock method as if the
weighted-average unrecognized cost associated with the awards was $0 over the period, less any unvested equity
awards determined to be dilutive within the Diluted EPS calculation disclosed in “Note 12, Earnings Per Share” of
the annual consolidated financial statements. For the three months ended December 31, 2024 and 2023, 3.4
million and 3.5 million shares were added to the calculation, respectively. For the twelve months ended
December 31, 2024 and 2023, 4.4 million and 4.1 million shares were added to the calculation, respectively.
18
Reconciliation of Credit Adjusted EBITDAC to Net Income
(in thousands, except percentages)
Twelve Months Ended
December 31, 2024
Total Revenue
$2,515,710
Net Income
$229,913
Interest expense, net
158,448
Income tax expense
42,641
Depreciation
9,785
Amortization
157,845
Change in contingent consideration (1)
(22,859)
EBITDAC
$575,773
Acquisition-related expense
69,842
Acquisition related long-term incentive compensation
24,946
Restructuring and related expense
59,697
Amortization and expense related to discontinued prepaid incentives
5,160
Other non-operating loss
15,041
Equity-based compensation
52,038
IPO related expenses
26,957
(Income) from equity method investments in related party
(18,231)
Adjusted EBITDAC (2)
$811,223
Credit adjustments (3)
87,930
Credit Adjusted EBITDAC
$899,153
(1)In the fourth quarter of 2024, Change in contingent consideration included a $25.5 million decrease in valuation of
the US Assure contingent consideration as a result of increased loss ratios impacting projected profit commissions.
(2)Adjustments made to Net income are described in the definition of Adjusted EBITDAC in “Non-GAAP Financial
Measures and Key Performance Indicators.”
(3)Adjustments made to Adjusted EBITDAC represent (without duplication) additional adjustments permitted under
our debt agreements.
v3.25.0.1
Cover
Feb. 20, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 20, 2025
Entity Registrant Name RYAN SPECIALTY HOLDINGS, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40645
Entity Tax Identification Number 86-2526344
Entity Address, Address Line One 155 North Wacker Drive
Entity Address, Address Line Two Suite 4000
Entity Address, City or Town Chicago
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60606
City Area Code 312
Local Phone Number 784-6001
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, $0.001 par value
Trading Symbol RYAN
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001849253
Ryan Specialty (NYSE:RYAN)
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