Press Release: Ryan Specialty Reports Second Quarter 2026 Results

Dow Jones
Jul 31

- Total Revenue grew 7.2% year-over-year to $916.6 million -

- Organic Revenue Growth Rate* of 6.7% year-over-year -

- Net Income of $108.4 million, or $0.33 per diluted share -

- Adjusted EBITDAC* grew 6.0% year-over-year to $326.9 million -

- Adjusted Net Income increased 7.6% year-over-year to $198.7 million -

- Adjusted Diluted Earnings Per Share grew 12.1% or $0.74 per diluted share -

- Returned approximately $284.5 million to shareholders, including $260.0 million of share repurchases, and $24.5 million of dividends and distributions -

CHICAGO--(BUSINESS WIRE)--July 30, 2026-- 

Ryan Specialty Holdings, Inc. (NYSE: RYAN) ("Ryan Specialty" or the "Company"), a leading international specialty insurance firm, today announced results for the second quarter ended June 30, 2026.

Second Quarter 2026 Highlights

   --  Revenue grew 7.2% year-over-year to $916.6 million, compared to $855.2 
      million in the prior-year period 
 
   --  Organic Revenue Growth Rate* was 6.7% for the quarter, compared to 7.1% 
      in the prior-year period 
 
   --  Net Income decreased 13.1% year-over-year to $108.4 million, compared 
      to $124.7 million in the prior-year period. Diluted Earnings Per Share 
      was $0.33 
 
   --  Adjusted EBITDAC* increased 6.0% to $326.9 million, compared to $308.4 
      million in the prior-year period 
 
   --  Adjusted EBITDAC Margin* of 35.7%, compared to 36.1% in the prior-year 
      period 
 
   --  Adjusted Net Income* increased 7.6% to $198.7 million, compared to 
      $184.7 million in the prior-year period 
 
   --  Adjusted Diluted Earnings Per Share* increased 12.1% to $0.74, compared 
      to $0.66 in the prior-year period 
 
   --  Returned approximately $284.5 million to shareholders through $260.0 
      million of Class A common stock repurchases, representing 8.1 million 
      shares, and $24.5 million in dividends and distributions 

"We are proud of our excellent second quarter performance, especially given the very challenging environment, as we continue to deliver for our clients and carrier trading partners," said Patrick G. Ryan, Founder and Executive Chairman of Ryan Specialty. "We grew total revenue 7.2%, driven primarily by organic growth of 6.7%. We grew Adjusted EBITDAC by 6.0% and Adjusted Diluted EPS by 12.1%. These results speak to the exceptional efforts of our brokers and underwriters, and to the differentiated, scalable platform we've built - one we believe is exceedingly difficult to replicate. Our consistent ability to anticipate specialty insurance needs and deliver unique, innovative solutions has positioned us with one of the broadest and most diverse product portfolios in the industry, spanning wholesale brokerage, delegated authority, reinsurance, benefits and alternative capital solutions.

We also continued to return capital to shareholders through our dividend, repurchasing shares worth $260 million during the quarter, and expanding our repurchase authorization by an additional $300 million. As we move through the back half of the year, we remain confident that our platform, our talent, and our culture will continue to fuel durable, industry-leading growth, attractive margins, and further enhance our position as a leader in specialty insurance for years to come."

"It was another standout quarter for Ryan Specialty as we continued to focus on delivering for our clients," added Timothy W. Turner, Chief Executive Officer of Ryan Specialty. "Positioned at the top of both specialty distribution and underwriting, the platform we've built over the past 16 years enables us to anticipate, identify, and meet the most pressing needs of our clients, even in the most challenging environments. Propelled by incredible talent and deep client and carrier relationships, and enhanced by our ongoing investments in technology, AI, and data that will extend our moat, we are confident these advantages will continue to compound, driving durable, long-term value for our shareholders."

Summary of Second Quarter 2026 Results

 
                       Three Months Ended                                   Six Months Ended 
                             June 30,                  Change                    June 30,                    Change 
                    --------------------------  --------------------  ------------------------------  -------------------- 
(in thousands, 
except percentages 
and per share 
data)                 2026          2025            $          %         2026            2025             $          % 
                     -------       -------      ---------  ---------   ---------       ---------      ---------  --------- 
GAAP financial 
measures 
   Total revenue    $916,647      $855,170      $ 61,477     7.2%     $1,711,876      $1,545,336      $166,540    10.8% 
   Net commissions 
    and fees         902,728       840,857        61,871     7.4       1,685,631       1,516,985       168,646    11.1 
   Compensation 
    and benefits     531,617       485,272        46,345     9.6       1,026,793         915,561       111,232    12.1 
   General and 
    administrative   118,643       107,049        11,594    10.8         227,404         213,109        14,295     6.7 
   Total operating 
    expenses         736,331       664,118        72,213    10.9       1,436,964       1,254,049       182,915    14.6 
   Operating 
    income           180,316       191,052       (10,736)   (5.6)        274,912         291,287       (16,375)   (5.6) 
   Net income        108,381       124,705       (16,324)  (13.1)        148,978         120,316        28,662    23.8 
   Net income 
    attributable 
    to Ryan 
    Specialty 
    Holdings, 
    Inc.              42,315        51,976        (9,661)  (18.6)         59,961          24,334        35,627   146.4 
   Compensation 
    and benefits 
    expense ratio 
    (1)                 58.0%         56.7%                                 60.0%           59.2% 
   General and 
    administrative 
    expense ratio 
    (2)                 12.9%         12.5%                                 13.3%           13.8% 
   Net income 
    margin (3)          11.8%         14.6%                                  8.7%            7.8% 
   Earnings per 
    share (4)       $   0.34      $   0.41                            $     0.47      $     0.19 
   Diluted 
    earnings per 
    share (4)       $   0.33      $   0.38                            $     0.45      $     0.18 
Non-GAAP financial 
measures* 
   Organic revenue 
    growth rate          6.7%          7.1%                                  8.9%            9.6% 
   Adjusted 
    compensation 
    and benefits 
    expense         $494,946      $453,414      $ 41,532     9.2%     $  956,778      $  850,842      $105,936    12.5% 
   Adjusted 
    compensation 
    and benefits 
    expense ratio       54.0%         53.0%                                 55.9%           55.1% 
   Adjusted 
    general and 
    administrative 
    expense         $ 94,797      $ 93,350      $  1,447     1.6%     $  196,162      $  185,587      $ 10,575     5.7% 
   Adjusted 
    general and 
    administrative 
    expense ratio       10.3%         10.9%                                 11.5%           12.0% 
   Adjusted 
    EBITDAC         $326,904      $308,406      $ 18,498     6.0%     $  558,937      $  508,907      $ 50,030     9.8% 
   Adjusted 
    EBITDAC 
    margin              35.7%         36.1%                                 32.7%           32.9% 
   Adjusted net 
    income          $198,731      $184,682      $ 14,049     7.6%     $  329,460      $  292,521      $ 36,939    12.6% 
   Adjusted net 
    income margin       21.7%         21.6%                                 19.2%           18.9% 
   Adjusted 
    diluted 
    earnings per 
    share           $   0.74      $   0.66      $   0.08    12.1%     $     1.22      $     1.05      $   0.17    16.2% 
 
 
*      For a definition and a reconciliation of Organic revenue growth rate, 
       Adjusted compensation and benefits expense, Adjusted compensation and 
       benefits ratio, Adjusted general and administrative expense, Adjusted 
       general and administrative expense ratio, Adjusted EBITDAC, Adjusted 
       EBITDAC margin, Adjusted net income, Adjusted net income margin, and 
       Adjusted diluted earnings per share to the most directly comparable 
       GAAP measure, see "Non-GAAP Financial Measures and Key Performance 
       Indicators" below. 
 
(1)    Compensation and benefits expense ratio is defined as Compensation and 
       benefits divided by Total revenue. 
(2)    General and administrative expense ratio is defined as General and 
       administrative expense divided by Total revenue. 
(3)    Net income margin is defined as Net income divided by Total revenue. 
(4)    See "Note 10, Earnings Per Share" of the unaudited quarterly 
       consolidated financial statements 
 
 

Second Quarter 2026 Review*

Total revenue for the second quarter of 2026 was $916.6 million, an increase of 7.2% compared to $855.2 million in the prior-year period. This increase was primarily due to continued organic revenue growth of 6.7%, driven by new client wins, strong renewal retention, and expanded relationships with existing clients, coupled with continued flow into the specialty and E&S markets, and modest amounts of revenue from acquisitions completed within the trailing twelve months ended June 30, 2026. We experienced growth across the majority of our casualty lines, offset by a moderate decline in our property portfolio.

Total operating expenses for the second quarter of 2026 were $736.3 million, a 10.9% increase compared to $664.1 million in the prior-year period. This increase was primarily due to higher Compensation and benefits expenses resulting from growth in headcount and revenue and an increase in Restructuring and related expense due to the Empower Program, partially offset by a decrease in Acquisition related long-term incentive compensation related to the decline in acquisition activity compared to the prior period. General and administrative expense also increased compared to the prior-year period due to an increase in costs directly linked to revenue growth and an increase in Restructuring and related expense due to the Empower Program, partially offset by lower Acquisition-related expenses. Change in contingent consideration also increased compared to the prior-year period.

Net income for the second quarter of 2026 decreased 13.1% to $108.4 million, compared to $124.7 million in the prior-year period, primarily driven by an increase in Total operating expenses and a higher Income tax expense, partially offset by strong revenue growth.

Adjusted EBITDAC grew 6.0% to $326.9 million from $308.4 million in the prior-year period. Adjusted EBITDAC margin for the quarter was 35.7%, compared to 36.1% in the prior-year period. The increase in Adjusted EBITDAC was driven primarily by strong revenue growth, partially offset by higher Adjusted compensation and benefits expense and Adjusted general and administrative expense.

Adjusted net income for the second quarter of 2026 increased 7.6% to $198.7 million, compared to $184.7 million in the prior-year period. Adjusted net income margin was 21.7%, compared to 21.6% in the prior-year period. Adjusted diluted earnings per share for the second quarter of 2026 increased 12.1% to $0.74, compared to $0.66 in the prior-year period.

 
*    For the definition of each of the non-GAAP measures referred to above, as 
     well as a reconciliation of such non-GAAP measures to their most directly 
     comparable GAAP measures, see "Non-GAAP Financial Measures and Key 
     Performance Indicators" below. 
 

Second Quarter 2026 Net Commissions and Fees by Specialty and Revenue by Type

Growth in Net commissions and fees in all specialties was primarily driven by solid organic growth.

 
                      Three Months Ended June 30, 
                 -------------------------------------- 
(in thousands, 
except                       % of                % of 
percentages)       2026      total     2025      total        Change 
                  -------  --------   -------  --------  ----------------- 
Wholesale 
 Brokerage       $498,802  55.3%     $477,165  56.7%     $21,637   4.5% 
Binding 
 Authority        100,170  11.1        94,524  11.2        5,646   6.0 
Underwriting 
 Management       303,756  33.6       269,168  32.1       34,588  12.8 
                  -------             -------             ------  ---- 
Total Net 
 commissions 
 and fees        $902,728            $840,857            $61,871   7.4% 
                  =======             =======             ======  ==== 
 
 
 
                         Six Months Ended June 30, 
                 ------------------------------------------ 
(in thousands, 
except                         % of                  % of 
percentages)        2026       total      2025       total         Change 
                  ---------  --------   ---------  --------  ------------------ 
Wholesale 
 Brokerage       $  876,598  52.0%     $  837,953  55.2%     $ 38,645   4.6% 
Binding 
 Authority          210,170  12.5         196,474  13.0        13,696   7.0 
Underwriting 
 Management         598,863  35.5         482,558  31.8       116,305  24.1 
                  ---------             ---------             -------  ---- 
Total Net 
 commissions 
 and fees        $1,685,631            $1,516,985            $168,646  11.1% 
                  =========             =========             =======  ==== 
 

The following tables sets forth our revenue by type of commission and fees:

 
                      Three Months Ended June 30, 
                 -------------------------------------- 
(in thousands, 
except                       % of                % of 
percentages)       2026      total     2025      total         Change 
                  -------  --------   -------  --------  ------------------ 
Net commissions 
 and policy 
 fees            $852,385  94.4%     $787,074  93.6%     $65,311    8.3% 
Supplemental 
 and contingent 
 commissions       32,168   3.6        35,630   4.2       (3,462)  (9.7) 
Loss mitigation 
 and other 
 fees              18,175   2.0        18,153   2.2           22    0.1 
                  -------             -------             ------   ---- 
Total Net 
 commissions 
 and fees        $902,728            $840,857            $61,871    7.4% 
                  =======             =======             ======   ==== 
 
 
 
                         Six Months Ended June 30, 
                 ------------------------------------------ 
(in thousands, 
except                         % of                  % of 
percentages)        2026       total      2025       total         Change 
                  ---------  --------   ---------  --------  ------------------ 
Net commissions 
 and policy 
 fees            $1,569,937  93.1%     $1,411,040  93.0%     $158,897  11.3% 
Supplemental 
 and contingent 
 commissions         81,285   4.8          73,403   4.8         7,882  10.7 
Loss mitigation 
 and other 
 fees                34,409   2.1          32,542   2.2         1,867   5.7 
                  ---------             ---------             -------  ---- 
Total Net 
 commissions 
 and fees        $1,685,631            $1,516,985            $168,646  11.1% 
                  =========             =========             =======  ==== 
 
 

Liquidity and Financial Condition

As of June 30, 2026, the Company had Cash and cash equivalents of $140.1 million and outstanding debt principal of $3.6 billion.

Capital Return

In the second quarter, the Company returned approximately $284.5 million to shareholders through $260.0 million of Class A common stock repurchases, representing 8.1 million shares, and $24.5 million in dividends and distributions. As of June 30, 2026, the Company had $300.0 million of remaining authorization under its share repurchase program.

Additionally, on July 30, 2026, the Company's board of directors declared a quarterly dividend of $0.13 per share on the outstanding Class A common stock. The quarterly dividend will be payable on August 25, 2026, to stockholders of record as of the close of business on August 11, 2026. A portion of the dividend, $0.06 per share, will be funded by free cash flow from Ryan Specialty, LLC and will be paid to all holders of the Company's Class A common stock and the holders of the LLC Common Units (as defined below).

Full Year 2026 Guidance*

The Company is maintaining its full year 2026 guidance for Organic Revenue Growth Rate and updating its full year 2026 guidance for Adjusted EBITDAC Margin as follows:

   --  We are guiding to an Organic Revenue Growth Rate in the mid-single 
      digits for 2026 
   --  We are guiding to an Adjusted EBITDAC Margin that is down 50 - 100 
      basis points for 2026, as compared to the prior year 
 
*    For a definition of Organic revenue growth rate and Adjusted EBITDAC 
     margin, see "Non-GAAP Financial Measures and Key Performance Indicators" 
     below. 
 

Conference Call Information

Ryan Specialty will hold a conference call to discuss the financial results at 4:45pm Eastern Time on July 30, 2026. Interested parties may access the conference call through the live webcast, which can be accessed at https://ryan-specialty-q2-2026-earnings-call.open-exchange.net/registration or by visiting the Company's Investor Relations website. Please join the live webcast at least 10 minutes prior to the scheduled start time.

A webcast replay of the call will be available on the Company's website at ryanspecialty.com in its Investors section for one year following the call.

About Ryan Specialty

Founded in 2010, Ryan Specialty (NYSE: RYAN) is a service provider of specialty products and solutions for insurance brokers, agents, and carriers. Ryan Specialty provides distribution, underwriting, product development, administration, and risk management services by acting as a wholesale broker and a managing underwriter with delegated authority from insurance carriers. Our mission is to provide industry-leading innovative specialty insurance solutions for insurance brokers, agents, and carriers. Learn more at ryanspecialty.com.

Forward-Looking Statements

All statements in this release and in the corresponding earnings call that are not historical are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and involve substantial risks and uncertainties. For example, all statements the Company makes relating to its estimated and projected costs, expenditures, cash flows, growth rates and financial results, its plans, anticipated amount and timing of cost savings relating to the restructuring plan, or its plans and objectives for future operations, growth initiatives, or strategies and the statements under the caption "Full Year 2026 Outlook" are forward-looking statements. Words such as "anticipate," "estimate," "expect," "project," "plan," "intend," "believe," "may," "will," "should," "can have," "likely" and variations of such words and similar expressions are intended to identify such forward-looking statements. All forward-looking statements are subject to risks and uncertainties, known and unknown, that may cause actual results to differ materially from those that the Company expected. Specific factors that could cause such a difference include, but are not limited to, those disclosed previously in the Company's filings with the Securities and Exchange Commission ("SEC").

For more detail on the risk factors that may affect the Company's results, see the section entitled "Risk Factors" in our most recent annual report on Form 10-K filed with the SEC, and in other documents filed with, or furnished to, the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Given these factors, as well as other variables that may affect the Company's operating results, you are cautioned not to place undue reliance on these forward-looking statements, not to assume that past financial performance will be a reliable indicator of future performance, and not to use historical trends to anticipate results or trends in future periods. The forward-looking statements included in this press release and on the related earnings call relate only to events as of the date hereof. The Company does not undertake, and expressly disclaims, any duty or obligation to update publicly any forward-looking statement after the date of this release, whether as a result of new information, future events, changes in assumptions, or otherwise.

Non-GAAP Financial Measures and Key Performance Indicators

In assessing the performance of the Company's business, non-GAAP financial measures are used that are derived from the Company's consolidated financial information, but which are not presented in the Company's consolidated financial statements prepared in accordance with GAAP. The Company considers these non-GAAP financial measures to be useful metrics for management and investors to facilitate operating performance comparisons from period to period by excluding potential differences caused by variations in capital structures, tax positions, depreciation, amortization, and certain other items that the Company believes are not representative of its core business. The Company uses the following non-GAAP measures for business planning purposes, in measuring performance relative to that of its competitors, to help investors to understand the nature of the Company's growth, and to enable investors to evaluate the run-rate performance of the Company. Non-GAAP financial measures should be viewed as supplementing, and not as an alternative or substitute for, the consolidated financial statements prepared and presented in accordance with GAAP. The footnotes to the reconciliation tables below should be read in conjunction with the unaudited consolidated quarterly financial statements in the Company's Quarterly Report on form 10-Q filed with the SEC. Industry peers may provide similar supplemental information but may not define similarly-named metrics in the same way and may not make identical adjustments.

Organic revenue growth rate: Organic revenue growth rate represents the percentage change in Net commissions and fees, as compared to the same period for the prior year, adjusted to eliminate revenue attributable to acquisitions for the first twelve months of ownership, revenue attributable to sold businesses for the subsequent twelve months after the sale, and other items such as contingent commissions and the impact of changes in foreign exchange rates.

Adjusted compensation and benefits expense: Adjusted compensation and benefits expense is defined as Compensation and benefits expense adjusted to reflect items such as (i) equity-based compensation, (ii) acquisition and restructuring related compensation expenses, and (iii) other exceptional or non-recurring compensation expenses, as applicable. The most directly comparable GAAP financial metric is Compensation and benefits expense.

Adjusted general and administrative expense: Adjusted general and administrative expense is defined as General and administrative expense adjusted to reflect items such as (i) acquisition and restructuring related general and administrative expenses, and (ii) other exceptional or non-recurring general and administrative expenses, as applicable. The most directly comparable GAAP financial metric is General and administrative expense.

Adjusted compensation and benefits expense ratio: Adjusted compensation and benefits expense ratio is defined as the Adjusted compensation and benefits expense as a percentage of Total revenue. The most directly comparable GAAP financial metric is Compensation and benefits expense ratio.

Adjusted general and administrative expense ratio: Adjusted general and administrative expense ratio is defined as the Adjusted general and administrative expense as a percentage of Total revenue. The most directly comparable GAAP financial metric is General and administrative expense ratio.

Adjusted EBITDAC: Adjusted EBITDAC is defined as Net income before Interest expense, net, Income tax expense, Depreciation, Amortization, and Change in contingent consideration, adjusted to reflect items such as (i) equity-based compensation, (ii) acquisition-related expenses, and (iii) other exceptional or non-recurring items, as applicable. Acquisition-related expense includes one-time diligence, transaction-related, and integration costs. Acquisition-related long-term incentive compensation arises from long-term incentive plans associated with acquisitions. These plans require service requirements, and in some cases performance targets, to be met in order to be earned. Restructuring and related expense consists of compensation and benefits, contractors, professional services, and license fees related to the Empower Program, which was initiated at the beginning of 2026. Restructuring expense within general and administrative expense includes costs relating to professional services, technology and data initiatives, license fees, and third-party contractors, as well as non-cash expenses associated with the impairment of internally-developed software. Compensation and benefits restructuring costs include severance as well as employment costs for services rendered between the notification and termination dates and other termination payments. The compensation and benefits expense includes severance as well as employment costs related to services rendered between the notification and termination dates and other termination payments. Amortization and expense is composed of charges related to discontinued prepaid incentive programs. For the three months ended June 30, 2026, Other non-operating loss (income) consisted of $0.1 million of sublease income, $0.1 million of proceeds from the sale of a small non-subscription workers compensation book of business, $0.1 million of forfeitures of vested equity awards, and de minimis seller reimbursement of acquisition-related retention incentives offset by $0.4 million of TRA contractual interest and related charges. For the three months ended June 30, 2025, Other non-operating loss (income) consisted of $0.4 million of TRA contractual interest and related charges offset by $0.2 million of sublease income. For the six months ended June 30, 2026, Other non-operating loss (income) consisted of $0.6 million of forfeitures of vested equity awards, $0.3 million of sublease income, $0.1 million of proceeds from the sale of a small non-subscription workers compensation book of business, and $0.1 million of seller reimbursement of acquisition-related retention incentives offset by $0.4 million of TRA contractual interest and related charges. For the six months ended June 30, 2025, Other non-operating loss (income) consisted of $0.3 million of seller reimbursement of acquisition-related retention incentives and $0.3 million of sublease income offset by $0.4 million of TRA contractual interest and related charges. Equity-based compensation reflects non-cash equity-based expense. IPO related expenses consist of compensation-related expense primarily related to the expense for new awards issued at IPO, as well as expense related to the revaluation of existing equity awards at IPO.

Adjusted EBITDAC margin: Adjusted EBITDAC margin is defined as Adjusted EBITDAC as a percentage of Total revenue. The most directly comparable GAAP financial metric is Net income margin.

Adjusted net income: Adjusted net income is defined as tax-effected earnings before amortization and certain items of income and expense, gains and losses, equity-based compensation, acquisition related long-term incentive compensation, acquisition-related expenses, costs associated with our IPO, and certain exceptional or non-recurring items. The Company will be subject to United States federal income taxes, in addition to state, local, and foreign taxes, with respect to its allocable share of any net taxable income of Ryan Specialty, LLC (together with its parent New Ryan Specialty, LLC and their subsidiaries, the "LLC"). For comparability purposes, this calculation incorporates the impact of federal and state statutory tax rates on 100% of the Company's adjusted pre-tax income as if the Company owned 100% of Ryan Specialty, LLC. The most directly comparable GAAP financial metric is Net income.

Adjusted net income margin: Adjusted net income margin is defined as Adjusted net income as a percentage of Total revenue. The most directly comparable GAAP financial metric is Net income margin.

Adjusted diluted earnings per share: Adjusted diluted earnings per share is defined as Adjusted net income divided by diluted shares outstanding after adjusting for the effect if 100% of the outstanding LLC Common Units ("LLC Common Units"), together with the shares of Class B common stock, vested Class C Incentive Units, vested but unexercised Options, and unvested equity awards were exchanged into shares of Class A common stock as if 100% of unvested equity awards were vested. The most directly comparable GAAP financial metric is Diluted earnings per share.

Credit Adjusted EBITDAC: Credit Adjusted EBITDAC is defined as Adjusted EBITDAC as further adjusted without duplication for: acquired EBITDAC from the beginning of the applicable twelve month reference period through the acquisition close date, certain annualized run rate expected cost savings and initiatives, and certain other adjustments as permitted in calculating leverage ratios under our debt agreements. The Company presents Credit Adjusted EBITDAC as an additional measure of liquidity and leverage. The calculation of Credit Adjusted EBITDAC pursuant to our debt agreements permits certain estimates and assumptions that may differ from actual results.

The summary unaudited consolidated financial data presented for the twelve months ended June 30, 2026, was derived by adding the consolidated financial data of the Company for the twelve months ended December 31, 2025, to the consolidated financial data of the Company for the six months ended June 30, 2026, and subtracting the consolidated financial data of the Company for the six months ended June 30, 2025. The summary unaudited consolidated financial data for the twelve months ended June 30, 2026, has been prepared for illustrative purposes only and is not necessarily representative of our results of operations for any future period or our financial condition at any future date.

The reconciliation of the above non-GAAP measures to each of their most directly comparable GAAP financial measure is set forth in the reconciliation table accompanying this release.

With respect to the Organic revenue growth rate and Adjusted EBITDAC margin outlook presented in the "Full Year 2026 Outlook" section of this press release, the Company is unable to provide a comparable outlook for, or a reconciliation to, Total revenue growth rate or Net income margin because it cannot provide a meaningful or accurate calculation or estimation of certain reconciling items without unreasonable effort. Its inability to do so is due to the inherent difficulty in forecasting the timing of items that have not yet occurred and quantifying certain amounts that are necessary for such reconciliation, including variations in effective tax rate, expenses to be incurred for acquisition activities, and other one-time or exceptional items.

Consolidated Statements of Income (Unaudited)

 
                     Three Months Ended June 
                               30,                Six Months Ended June 30, 
                    --------------------------  ------------------------------ 
(in thousands, 
except percentages 
and per share 
data)                 2026          2025           2026            2025 
                     -------       -------       ---------       --------- 
Revenue 
   Net commissions 
    and fees        $902,728      $840,857      $1,685,631      $1,516,985 
   Fiduciary 
    investment 
    income            13,919        14,313          26,245          28,351 
                     -------       -------       ---------       --------- 
      Total 
       revenue      $916,647      $855,170      $1,711,876      $1,545,336 
                     -------       -------       ---------       --------- 
Expenses 
   Compensation 
    and benefits     531,617       485,272       1,026,793         915,561 
   General and 
    administrative   118,643       107,049         227,404         213,109 
   Amortization       64,387        69,668         129,727         134,653 
   Depreciation        4,133         2,888           8,195           5,527 
   Change in 
    contingent 
    consideration     17,551          (759)         44,845         (14,801) 
                     -------       -------       ---------       --------- 
      Total 
       operating 
       expenses     $736,331      $664,118      $1,436,964      $1,254,049 
                     -------       -------       ---------       --------- 
Operating income    $180,316      $191,052      $  274,912      $  291,287 
                     -------       -------       ---------       --------- 
   Interest 
    expense, net      56,649        58,334         110,382         112,842 
   Income from 
    equity method 
    investments       (7,039)       (5,156)        (12,570)        (10,093) 
   Other 
    non-operating 
    loss (income)        (25)          143            (736)           (234) 
                     -------       -------       ---------       --------- 
Income before 
 income taxes       $130,731      $137,731      $  177,836      $  188,772 
   Income tax 
    expense           22,350        13,026          28,858          68,456 
                     -------       -------       ---------       --------- 
Net income          $108,381      $124,705      $  148,978      $  120,316 
GAAP financial 
measures 
   Total revenue    $916,647      $855,170      $1,711,876      $1,545,336 
   Net commissions 
    and fees         902,728       840,857       1,685,631       1,516,985 
   Compensation 
    and benefits     531,617       485,272       1,026,793         915,561 
   General and 
    administrative   118,643       107,049         227,404         213,109 
   Net income        108,381       124,705         148,978         120,316 
   Compensation 
    and benefits 
    expense ratio 
    (1)                 58.0%         56.7%           60.0%           59.2% 
   General and 
    administrative 
    expense ratio 
    (2)                 12.9%         12.5%           13.3%           13.8% 
   Net income 
    margin (3)          11.8%         14.6%            8.7%            7.8% 
   Earnings per 
    share (4)       $   0.34      $   0.41      $     0.47      $     0.19 
   Diluted 
    earnings per 
    share (4)       $   0.33      $   0.38      $     0.45      $     0.18 
 

Non-GAAP Financial Measures (Unaudited)

 
                     Three Months Ended June 
                               30,              Six Months Ended June 30, 
                    --------------------------  -------------------------- 
(in thousands, 
except percentages 
and per share 
data)                 2026          2025          2026          2025 
                     -------       -------       -------       ------- 
Non-GAAP financial 
measures* 
   Organic revenue 
    growth rate          6.7%          7.1%          8.9%          9.6% 
   Adjusted 
    compensation 
    and benefits 
    expense         $494,946      $453,414      $956,778      $850,842 
   Adjusted 
    compensation 
    and benefits 
    expense ratio       54.0%         53.0%         55.9%         55.1% 
   Adjusted 
    general and 
    administrative 
    expense         $ 94,797      $ 93,350      $196,162      $185,587 
   Adjusted 
    general and 
    administrative 
    expense ratio       10.3%         10.9%         11.5%         12.0% 
   Adjusted 
    EBITDAC         $326,904      $308,406      $558,937      $508,907 
   Adjusted 
    EBITDAC 
    margin              35.7%         36.1%         32.7%         32.9% 
   Adjusted net 
    income          $198,731      $184,682      $329,460      $292,521 
   Adjusted net 
    income margin       21.7%         21.6%         19.2%         18.9% 
   Adjusted 
    diluted 
    earnings per 
    share           $   0.74      $   0.66      $   1.22      $   1.05 
 

Consolidated Balance Sheets (Unaudited)

 
(in thousands, except share and per 
share data)                            June 30, 2026    December 31, 2025 
                                      ---------------  ------------------- 
ASSETS 
   CURRENT ASSETS 
   Cash and cash equivalents           $      140,119   $          158,322 
   Commissions and fees receivable 
    -- net                                    697,564              488,951 
   Fiduciary cash and receivables           5,709,568            4,298,920 
   Prepaid incentives -- net                   15,560               13,550 
   Other current assets                        79,758              100,437 
                                          -----------      --------------- 
      Total current assets             $    6,642,569   $        5,060,180 
NON-CURRENT ASSETS 
   Goodwill                                 3,215,684            3,225,021 
   Customer relationships                   1,373,379            1,496,885 
   Other intangible assets                    127,132              119,621 
   Prepaid incentives -- net                   27,968               27,849 
   Equity method investments                  121,680              109,982 
   Property and equipment -- net               64,554               69,461 
   Lease right-of-use assets                  126,931              130,480 
   Deferred tax assets                        256,595              310,138 
   Other non-current assets                    10,143               14,554 
                                          -----------      --------------- 
      Total non-current assets         $    5,324,066   $        5,503,991 
                                          -----------      --------------- 
TOTAL ASSETS                           $   11,966,635   $       10,564,171 
                                          ===========      =============== 
LIABILITIES AND STOCKHOLDERS' EQUITY 
   CURRENT LIABILITIES 
   Accounts payable and accrued 
    liabilities                        $      340,815   $          284,403 
   Accrued compensation                       484,505              519,251 
   Operating lease liabilities                 27,906               25,987 
   Tax Receivable Agreement 
   liabilities                                 30,343                   -- 
   Short-term debt and current 
    portion of long-term debt                  62,466               60,187 
   Fiduciary liabilities                    5,709,568            4,298,920 
                                          -----------      --------------- 
      Total current liabilities        $    6,655,603   $        5,188,748 
   NON-CURRENT LIABILITIES 
   Accrued compensation                        82,658               70,096 
   Operating lease liabilities                146,505              153,089 
   Long-term debt                           3,570,689            3,291,462 
   Tax Receivable Agreement 
    liabilities                               433,317              458,997 
   Deferred tax liabilities                    45,624               49,834 
   Other non-current liabilities               16,094               97,894 
                                          -----------      --------------- 
      Total non-current liabilities    $    4,294,887   $        4,121,372 
                                          -----------      --------------- 
TOTAL LIABILITIES                      $   10,950,490   $        9,310,120 
                                          -----------      --------------- 
STOCKHOLDERS' EQUITY 
   Class A common stock ($0.001 par 
    value; 1,000,000,000 shares 
    authorized, 121,430,732 and 
    129,603,426 shares issued and 
    outstanding at June 30, 2026 and 
    December 31, 2025, 
    respectively)                                 121                  130 
   Class B common stock ($0.001 par 
    value; 984,502,112 shares 
    authorized and 134,111,822 
    shares issued and outstanding at 
    June 30, 2026; 1,000,000,000 
    shares authorized and 
    134,508,885 shares issued and 
    outstanding at December 31, 
    2025)                                         134                  135 
   Preferred stock ($0.001 par 
   value; 500,000,000 shares 
   authorized, 0 shares issued and 
   outstanding at June 30, 2026, and 
   December 31, 2025)                              --                   -- 
   Additional paid-in capital                 355,762              513,610 
   Retained earnings                          145,333              120,353 
   Accumulated other comprehensive 
    income                                      8,064               13,845 
                                          -----------      --------------- 
      Total stockholders' equity 
       attributable to Ryan 
       Specialty Holdings, Inc.        $      509,414   $          648,073 
                                          -----------      --------------- 
   Non-controlling interests                  506,731              605,978 
                                          -----------      --------------- 
      Total stockholders' equity       $    1,016,145   $        1,254,051 
                                          -----------      --------------- 
TOTAL LIABILITIES AND STOCKHOLDERS' 
 EQUITY                                $   11,966,635   $       10,564,171 
                                          ===========      =============== 
 

Consolidated Statements of Cash Flows (Unaudited)

 
                                             Six Months Ended 
                                                  June 30, 
                                          ------------------------ 
(in thousands)                               2026         2025 
                                           ---------    --------- 
CASH FLOWS FROM OPERATING ACTIVITIES 
   Net income                             $  148,978   $  120,316 
   Adjustments to reconcile net income 
   to cash flows provided by operating 
   activities: 
      Income from equity method 
       investments                           (12,570)     (10,093) 
      Amortization                           129,727      134,653 
      Depreciation                             8,195        5,527 
      Prepaid and deferred compensation 
       expense                                18,358       23,418 
      Non-cash equity-based compensation      38,740       39,798 
      Amortization of deferred debt 
       issuance costs                          4,856        4,760 
      Amortization of interest rate cap 
       premium                                    --        3,477 
      Deferred income tax expense             20,285        9,502 
      Deferred income tax expense from 
       common control reorganization              --       47,978 
      Loss on Tax Receivable Agreement           380          356 
      Impairment of internally-developed 
      software                                11,982           -- 
      Changes in operating assets and 
      liabilities, net of acquisitions: 
         Commissions and fees receivable 
          -- net                            (210,425)     (98,353) 
         Accrued interest liability              358        9,771 
         Other current and non-current 
          assets                              21,402       36,646 
         Other current and non-current 
          liabilities                        (54,648)    (116,996) 
                                           ---------    --------- 
Total cash flows provided by operating 
 activities                               $  125,618   $  210,760 
CASH FLOWS FROM INVESTING ACTIVITIES 
   Business combinations -- net of cash 
    acquired and cash held in a 
    fiduciary capacity                            --     (565,133) 
   Capital expenditures                      (30,432)     (36,546) 
   Equity method investment in VSIC               --      (16,637) 
   Asset acquisitions                         (1,556)        (664) 
                                           ---------    --------- 
Total cash flows used in investing 
 activities                               $  (31,988)  $ (618,980) 
CASH FLOWS FROM FINANCING ACTIVITIES 
   Borrowings on Revolving Credit 
    Facility                                 895,574      680,536 
   Repayments on Revolving Credit 
    Facility                                (610,882)    (492,788) 
   Debt issuance costs paid                       --       (2,889) 
   Repayment of term debt                     (8,500)      (8,500) 
   Receipt of contingently returnable 
    consideration                              3,140        1,927 
   Payment of contingent consideration       (21,960)     (29,252) 
   Tax distributions to non-controlling 
    LLC Unitholders                          (17,953)     (34,814) 
   Receipt of taxes related to net share 
    settlement of equity awards                7,589       12,791 
   Taxes paid related to net share 
    settlement of equity awards               (7,322)     (14,688) 
   Class A common stock dividends and 
    Dividend Equivalents paid                (33,741)     (30,510) 
   Distributions and Declared 
    Distributions paid to 
    non-controlling LLC Unitholders          (16,153)     (13,580) 
   Repurchases of Class A common stock      (300,182)          -- 
   Payments related to Ryan Re preferred 
    units                                         --         (167) 
   Net change in fiduciary liabilities       200,640      166,304 
                                           ---------    --------- 
Total cash flows provided by financing 
 activities                               $   90,250   $  234,370 
Effect of changes in foreign exchange 
 rates on cash, cash equivalents, and 
 cash and cash equivalents held in a 
 fiduciary capacity                           (5,465)      11,807 
                                           ---------    --------- 
NET CHANGE IN CASH, CASH EQUIVALENTS, 
 AND CASH AND CASH EQUIVALENTS HELD IN A 
 FIDUCIARY CAPACITY                       $  178,415   $ (162,043) 
CASH, CASH EQUIVALENTS, AND CASH AND 
 CASH EQUIVALENTS HELD IN A FIDUCIARY 
 CAPACITY--Beginning balance               1,584,470    1,680,805 
                                           ---------    --------- 
CASH, CASH EQUIVALENTS, AND CASH AND 
 CASH EQUIVALENTS HELD IN A FIDUCIARY 
 CAPACITY--Ending balance                 $1,762,885   $1,518,762 
                                           =========    ========= 
Reconciliation of cash, cash 
equivalents, and cash and cash 
equivalents held in a fiduciary 
capacity 
Cash and cash equivalents                 $  140,119   $  172,589 
Cash and cash equivalents held in a 
 fiduciary capacity                        1,622,766    1,346,173 
                                           ---------    --------- 
Total cash, cash equivalents, and cash 
 and cash equivalents held in a 
 fiduciary capacity                       $1,762,885   $1,518,762 
                                           =========    ========= 
 

Reconciliation of Organic Revenue Growth Rate

 
                    Three Months Ended             Six Months Ended 
                          June 30,                      June 30, 
                 --------------------------  ------------------------------ 
(in thousands, 
except 
percentages)       2026          2025           2026            2025 
                  -------       -------       ---------       --------- 
Current period 
 Net 
 commissions 
 and fees 
 revenue         $902,728      $840,857      $1,685,631      $1,516,985 
Less: Current 
 period 
 contingent 
 commissions      (24,149)      (27,392)        (66,522)        (57,854) 
Less: Revenue 
 attributable 
 to sold 
 businesses           (79)         (144)            (92)           (290) 
                  -------       -------       ---------       --------- 
Net commissions 
 and fees 
 revenue 
 excluding 
 contingent 
 commissions     $878,500      $813,321      $1,619,017      $1,458,841 
 
Prior period 
 Net 
 commissions 
 and fees 
 revenue         $840,857      $680,248      $1,516,985      $1,218,135 
Less: Prior 
 year 
 contingent 
 commissions      (27,392)       (5,396)        (57,854)        (29,899) 
Less: Revenue 
 attributable 
 to sold 
 businesses          (524)         (581)         (1,181)         (1,120) 
                  -------       -------       ---------       --------- 
Prior period 
 Net 
 commissions 
 and fees 
 revenue 
 excluding 
 contingent 
 commissions     $812,941      $674,270      $1,457,950      $1,187,116 
 
Change in Net 
 commissions 
 and fees 
 revenue 
 excluding 
 contingent 
 commissions     $ 65,559      $139,051      $  161,067      $  271,725 
Less: Mergers 
 and 
 acquisitions 
 Net 
 commissions 
 and fees 
 revenue 
 excluding 
 contingent 
 commissions      (11,430)      (89,419)        (26,675)       (156,597) 
Impact of 
 change in 
 foreign 
 exchange 
 rates               (389)       (1,203)         (4,238)           (952) 
                  -------       -------       ---------       --------- 
Organic revenue 
 growth 
 (Non-GAAP)      $ 53,740      $ 48,429      $  130,154      $  114,176 
 
Net commissions 
 and fees 
 revenue growth 
 rate (GAAP)          7.4%         23.6%           11.1%           24.5% 
Less: Impact of 
 contingent 
 commissions 
 (1)                  0.7          (3.0)           (0.1)           (1.6) 
                  -------       -------       ---------       --------- 
Net commissions 
 and fees 
 revenue 
 excluding 
 contingent 
 commissions 
 growth rate 
 (2)                  8.1%         20.6%           11.0%           22.9% 
Less: Mergers 
 and 
 acquisitions 
 Net 
 commissions 
 and fees 
 revenue 
 excluding 
 contingent 
 commissions 
 (3)                 (1.4)        (13.3)           (1.8)          (13.2) 
Impact of 
 change in 
 foreign 
 exchange rates 
 (4)                   --          (0.2)           (0.3)           (0.1) 
                  -------       -------       ---------       --------- 
Organic Revenue 
 Growth Rate 
 (Non-GAAP)           6.7%          7.1%            8.9%            9.6% 
                  =======       =======       =========       ========= 
 
 
(1)    Calculated by subtracting Net commissions and fees revenue growth rate 
       from net commissions and fees revenue excluding contingent commissions 
       growth rate and revenue from sold businesses. 
(2)    Calculated by dividing the change in Total net commissions & fees 
       revenue excluding contingent commissions by prior year net commissions 
       and fees excluding contingent commissions and revenue from sold 
       businesses. 
(3)    Calculated by taking the mergers and acquisitions net commissions and 
       fees revenue excluding contingent commissions, representing the first 
       12 months of net commissions and fees revenue generated from 
       acquisitions, divided by prior period net commissions and fees revenue 
       excluding contingent commissions and revenue from sold businesses. 
(4)    Calculated by taking the change in foreign exchange rates divided by 
       prior period net commissions and fees revenue excluding contingent 
       commissions and revenue from sold businesses. 
 

Reconciliation of Adjusted Compensation and Benefits Expense to Compensation and Benefits Expense

 
                         Three Months Ended             Six Months Ended 
                               June 30,                      June 30, 
                      --------------------------  ------------------------------ 
(in thousands, 
except percentages)     2026          2025           2026            2025 
                       -------       -------       ---------       --------- 
Total revenue         $916,647      $855,170      $1,711,876      $1,545,336 
Compensation and 
 benefits expense     $531,617      $485,272      $1,026,793      $  915,561 
Acquisition-related 
 expense                (1,849)       (1,484)         (5,260)         (4,963) 
Acquisition related 
 long-term incentive 
 compensation           (1,107)       (9,321)        (10,394)        (17,652) 
Restructuring and 
 related expense       (11,634)           --         (14,099)             -- 
Amortization and 
 expense related to 
 discontinued 
 prepaid incentives       (692)       (1,128)         (1,522)         (2,306) 
Equity-based 
 compensation          (18,411)      (14,853)        (32,720)        (29,422) 
Initial public 
 offering related 
 expense                (2,978)       (5,072)         (6,020)        (10,376) 
                       -------       -------       ---------       --------- 
Adjusted 
 compensation and 
 benefits expense 
 (1)                  $494,946      $453,414      $  956,778      $  850,842 
                       =======       =======       =========       ========= 
Compensation and 
 benefits expense 
 ratio                    58.0%         56.7%           60.0%           59.2% 
Adjusted 
 compensation and 
 benefits expense 
 ratio                    54.0%         53.0%           55.9%           55.1% 
 
 
(1)    Adjustments made to Compensation and benefits expense are described in 
       the definition of Adjusted EBITDAC in "Non-GAAP Financial Measures and 
       Key Performance Indicators." 
 

Reconciliation of Adjusted General and Administrative Expense to General and Administrative Expense

 
                         Three Months Ended             Six Months Ended 
                               June 30,                      June 30, 
                      --------------------------  ------------------------------ 
(in thousands, 
except percentages)     2026          2025           2026            2025 
                       -------       -------       ---------       --------- 
Total revenue         $916,647      $855,170      $1,711,876      $1,545,336 
General and 
 administrative 
 expense              $118,643      $107,049      $  227,404      $  213,109 
Acquisition-related 
 expense                (2,054)      (13,699)         (6,044)        (27,522) 
Restructuring and 
 related expense       (21,792)           --         (25,198)             -- 
                       -------       -------       ---------       --------- 
Adjusted general and 
 administrative 
 expense (1)          $ 94,797      $ 93,350      $  196,162      $  185,587 
                       =======       =======       =========       ========= 
General and 
 administrative 
 expense ratio            12.9%         12.5%           13.3%           13.8% 
Adjusted general and 
 administrative 
 expense ratio            10.3%         10.9%           11.5%           12.0% 
 
 
(1)    Adjustments made to General and administrative expense are described in 
       the definition of Adjusted EBITDAC in "Non-GAAP Financial Measures and 
       Key Performance Indicators." 
 

Reconciliation of Adjusted EBITDAC to Net Income

 
                            Three Months Ended             Six Months Ended 
                                  June 30,                      June 30, 
                         --------------------------  ------------------------------ 
(in thousands, except 
percentages)               2026          2025           2026            2025 
                          -------       -------       ---------       --------- 
Total revenue            $916,647      $855,170      $1,711,876      $1,545,336 
Net income               $108,381      $124,705      $  148,978      $  120,316 
   Interest expense, 
    net                    56,649        58,334         110,382         112,842 
   Income tax expense      22,350        13,026          28,858          68,456 
   Depreciation             4,133         2,888           8,195           5,527 
   Amortization            64,387        69,668         129,727         134,653 
   Change in contingent 
    consideration (1)      17,551          (759)         44,845         (14,801) 
                          -------       -------       ---------       --------- 
EBITDAC                  $273,451      $267,862      $  470,985      $  426,993 
   Acquisition-related 
    expense                 3,903        15,183          11,305          32,485 
   Acquisition related 
    long-term incentive 
    compensation            1,107         9,321          10,394          17,652 
   Restructuring and 
    related expense        33,426            --          39,297              -- 
   Amortization and 
    expense related to 
    discontinued 
    prepaid incentives        692         1,128           1,522           2,306 
   Other non-operating 
    loss (income)             (25)          143            (736)           (234) 
   Equity-based 
    compensation           18,411        14,853          32,720          29,422 
   IPO related expenses     2,978         5,072           6,020          10,376 
   Income from equity 
    method investments     (7,039)       (5,156)        (12,570)        (10,093) 
                          -------       -------       ---------       --------- 
Adjusted EBITDAC         $326,904      $308,406      $  558,937      $  508,907 
                          =======       =======       =========       ========= 
Net income margin            11.8%         14.6%            8.7%            7.8% 
Adjusted EBITDAC margin      35.7%         36.1%           32.7%           32.9% 
 
 
(1)    For the six months ended June 30, 2025, Change in contingent 
       consideration included a $20.3 million decrease in valuation of the US 
       Assure contingent consideration as a result of increased loss ratios 
       impacting projected profit commissions. 
 

Reconciliation of Adjusted Net Income to Net Income

 
                            Three Months Ended             Six Months Ended 
                                  June 30,                      June 30, 
                         --------------------------  ------------------------------ 
(in thousands, except 
percentages)               2026          2025           2026            2025 
                          -------       -------       ---------       --------- 
Total revenue            $916,647      $855,170      $1,711,876      $1,545,336 
Net income               $108,381      $124,705      $  148,978      $  120,316 
   Income tax expense      22,350        13,026          28,858          68,456 
   Amortization            64,387        69,668         129,727         134,653 
   Amortization of 
    deferred debt 
    issuance costs (1)      2,434         2,386           4,856           4,760 
   Change in contingent 
    consideration          17,551          (759)         44,845         (14,801) 
   Acquisition-related 
    expense                 3,903        15,183          11,305          32,485 
   Acquisition related 
    long-term incentive 
    compensation            1,107         9,321          10,394          17,652 
   Restructuring and 
    related expense        33,426            --          39,297              -- 
   Amortization and 
    expense related to 
    discontinued 
    prepaid incentives        692         1,128           1,522           2,306 
   Other non-operating 
    loss (income)             (25)          143            (736)           (234) 
   Equity-based 
    compensation           18,411        14,853          32,720          29,422 
   IPO related expenses     2,978         5,072           6,020          10,376 
   Income from equity 
    method investments     (7,039)       (5,156)        (12,570)        (10,093) 
                          -------       -------       ---------       --------- 
Adjusted income before 
 income taxes (2)        $268,556      $249,570      $  445,216      $  395,298 
   Adjusted income tax 
    expense (3)           (69,825)      (64,888)       (115,756)       (102,777) 
                          -------       -------       ---------       --------- 
Adjusted net income      $198,731      $184,682      $  329,460      $  292,521 
                          =======       =======       =========       ========= 
Net income margin            11.8%         14.6%            8.7%            7.8% 
Adjusted net income 
 margin                      21.7%         21.6%           19.2%           18.9% 
 
 
(1)    Interest expense, net includes amortization of deferred debt issuance 
       costs. 
(2)    Adjustments made to Net income are described in the definition of 
       Adjusted EBITDAC in "Non-GAAP Financial Measures and Key Performance 
       Indicators." 
(3)    The Company is subject to United States federal income taxes, in 
       addition to state, local, and foreign taxes, with respect to our 
       allocable share of any net taxable income of the LLC. For the three and 
       six months ended June 30, 2026 and 2025, this calculation of adjusted 
       income tax expense is based on a federal statutory rate of 21% and a 
       combined state income tax rate net of federal benefits of 5.00% on 100% 
       of our adjusted income before income taxes as if the Company owned 100% 
       of the LLC. 
 

Reconciliation of Adjusted Diluted Earnings per Share to Diluted Earnings per Share

 
                   Three Months Ended      Six Months Ended 
                         June 30,               June 30, 
                   --------------------  ---------------------- 
                     2026       2025       2026       2025 
                    -------    -------    -------    ------- 
Earnings per 
 share of Class A 
 common stock -- 
 diluted           $   0.33   $   0.38   $   0.45   $   0.18 
Less: Net income 
 attributed to 
 dilutive shares 
 (1)                  (0.01)     (0.19)        --         -- 
Plus: Impact of 
 all LLC Common 
 Units exchanged 
 for Class A 
 shares (2)            0.09       0.26       0.10       0.26 
Plus: Adjustments 
 to Adjusted net 
 income (3)            0.34       0.22       0.68       0.63 
Plus: Dilutive 
 impact of 
 unvested equity 
 awards (4)           (0.01)     (0.01)     (0.01)     (0.02) 
                    -------    -------    -------    ------- 
Adjusted diluted 
 earnings per 
 share             $   0.74   $   0.66   $   1.22   $   1.05 
 
(Share count in 
'000) 
Weighted-average 
 shares of Class 
 A common stock 
 outstanding -- 
 diluted            131,326    274,145    134,322    138,167 
Plus: Impact of 
 all LLC Common 
 Units exchanged 
 for Class A 
 shares (2)         134,190         --    134,332    135,804 
Plus: Dilutive 
 impact of 
 unvested equity 
 awards (4)           3,867      5,275      1,426      5,422 
                    -------    -------    -------    ------- 
Adjusted diluted 
 earnings per 
 share diluted 
 share count        269,383    279,420    270,080    279,393 
 
 
(1)    Adjustment removes the impact of Net income attributed to dilutive 
       awards to arrive at Net income attributable to Ryan Specialty Holdings, 
       Inc. For the three months ended June 30, 2026 and 2025, this removes 
       $0.5 million and $52.4 million of Net income, respectively, on 131.3 
       million and 274.1 million Weighted-average shares of Class A common 
       stock outstanding - diluted, respectively. For the six months ended 
       June 30, 2026 and 2025, this removes $0.5 million and $1.1 million of 
       Net income, respectively, on 134.3 million and 138.2 million 
       Weighted-average shares of Class A common stock outstanding - diluted, 
       respectively. See "Note 10, Earnings Per Share" of the unaudited 
       quarterly consolidated financial statements. 
(2)    For comparability purposes, this calculation incorporates the Net 
       income that would be distributable if all LLC Common Units (together 
       with shares of Class B common stock) were exchanged for shares of Class 
       A common stock. For the three months ended June 30, 2026 and 2025, this 
       includes $66.1 million and $72.7 million of Net income, respectively, 
       on 265.5 million and 274.1 million Weighted-average shares of Class A 
       common stock outstanding - diluted, respectively. For the three months 
       ended June 30, 2025, 135.5 million weighted-average outstanding LLC 
       Common Units were considered dilutive and included in the 274.1 million 
       Weighted-average shares of Class A common stock outstanding - diluted 
       within Diluted EPS. For the six months ended June 30, 2026 and 2025, 
       this includes $89.0 million and $96.0 million of Net income, 
       respectively, on 268.7 million and 274.0 million Weighted-average 
       shares of Class A common stock outstanding - diluted, respectively. See 
       "Note 10, Earnings Per Share" of the unaudited quarterly consolidated 
       financial statements. 
(3)    Adjustments to Adjusted net income are described in the footnotes of 
       the reconciliation of Adjusted net income to Net income in "Adjusted 
       Net Income and Adjusted Net Income Margin" on 265.5 million and 274.1 
       million Weighted-average shares of Class A common stock outstanding - 
       diluted for the three months ended June 30, 2026 and 2025, 
       respectively, and 268.7 million and 274.0 million Weighted-average 
       shares of Class A common stock outstanding - diluted for the six months 
       ended June 30, 2026 and 2025, respectively. 
(4)    For comparability purposes and to be consistent with the treatment of 
       the adjustments to arrive at Adjusted net income, the dilutive effect 
       of 100% of the outstanding LLC Common Units (together with shares of 
       Class B common stock), vested Class C Incentive Units, vested but 
       unexercised options, and unvested equity awards calculated using the 
       treasury stock method as if the weighted-average unrecognized cost 
       associated with the awards was $0 over the period, less any unvested 
       equity awards determined to be dilutive within the Diluted EPS 
       calculation disclosed in "Note 10, Earnings Per Share" of the unaudited 
       quarterly consolidated financial statements. For the three months ended 
       June 30, 2026 and 2025, 3.9 million and 5.3 million shares were added 
       to the calculation, respectively. For the six months ended June 30, 
       2026 and 2025, 1.4 million and 5.4 million shares were added to the 
       calculation, respectively. 
 

Reconciliation of Credit Adjusted EBITDAC to Net Income

 
                                                      Twelve Months Ended 
(in thousands)                                           June 30, 2026 
                                                     --------------------- 
Total Revenue                                         $         3,217,666 
Net Income                                            $           242,819 
   Interest expense, net                                          219,924 
   Income tax expense                                              39,429 
   Depreciation                                                    15,757 
   Amortization                                                   269,500 
   Change in contingent consideration                              72,768 
                                                         ---------------- 
EBITDAC                                               $           860,197 
   Acquisition-related expense                                     50,921 
   Acquisition related long-term incentive 
    compensation                                                   19,323 
   Restructuring and related expense                               39,297 
   Amortization and expense related to discontinued 
    prepaid incentives                                              3,548 
   Other non-operating loss (income)                               (1,194) 
   Equity-based compensation                                       52,962 
   IPO related expenses                                            15,431 
   Income from equity method investments                          (23,713) 
                                                         ---------------- 
Adjusted EBITDAC (1)                                  $         1,016,772 
                                                         ---------------- 
   Credit adjustments (2)                                          60,565 
                                                         ---------------- 
Credit Adjusted EBITDAC                               $         1,077,337 
                                                         ---------------- 
 
 
(1)    Adjustments made to Net income are described in the definition of 
       Adjusted EBITDAC in "Non-GAAP Financial Measures and Key Performance 
       Indicators". 
(2)    Adjustments made to Adjusted EBITDAC represent (without duplication) 
       additional adjustments permitted under our debt agreements. 
 

View source version on businesswire.com: https://www.businesswire.com/news/home/20260730473290/en/

 
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VP, Investor Relations

Ryan Specialty

IR@ryanspecialty.com

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Ryan Specialty

Alice.Topping@ryanspecialty.com

Phone: (312) 635-5976

 
 

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