Form 8-K

8-K — RYAN SPECIALTY HOLDINGS, INC.

Accession: 0001849253-26-000045

Filed: 2026-10-29

Period: 2026-10-29

CIK: 0001849253

SIC: 6411 (INSURANCE AGENTS BROKERS & SERVICES)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ryan-20261029.htm (Primary)

EX-99.1 (ryan-20260930xex991.htm)

GRAPHIC (ryana.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ryan-20261029.htm · Sequence: 1

ryan-20261029

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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): October 29, 2026

____________________

RYAN SPECIALTY HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

____________________

Delaware

001-40645

86-2526344

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

155 North Wacker Drive, Suite 4000

Chicago, Illinois

60606

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 312 784-6001

(Former Name or Former Address, if Changed Since Last Report)

____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the

registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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 October 29, 2026, Ryan Specialty Holdings, Inc. (the “Company”) issued a press release announcing its results of

operations for the third quarter ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto

and is incorporated herein by reference.

The information furnished herewith pursuant to Item 2.02 of this Current Report, including Exhibit 99.1, shall not be

deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject

to the liabilities of that section. The information in this current report shall not be incorporated by reference into any

registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly

set forth by specific reference in such filing.

Item 8.01 Other Events.

On October 29, 2026, the Company's board of directors (the “Board”) declared a regular quarterly dividend of $0.13 per

share on the outstanding Class A common stock. The regular quarterly dividend will be payable on November 24, 2026, to

stockholders of record as of the close of business on November 10, 2026.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

The following exhibits are furnished herewith:

Exhibit No.

Description of Exhibit

99.1

Press Release dated October 29, 2026

104

Cover Page Interactive Data File (formatted as inline XBRL)

Cautionary Note Regarding Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of

1995 that involve substantial risks and uncertainties. All statements, other than statements of historical fact included in this

report, are forward-looking statements. Forward-looking statements give our current expectations relating to our financial

condition, results of operations, plans, objectives, future performance, and business. You can identify forward-looking

statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such

as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely,”

and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating

or financial performance or other events. For example, all statements we make relating to our estimated costs, expenditures,

financial results, any future dividends, our plans, and anticipated cost savings relating to the restructuring plan and the

amount and timing of delivery of annual cost savings are forward-looking statements. All forward-looking statements are

subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, These

forward-looking statements are not guarantees of future performance and involve risks, assumptions and uncertainties,

including, but not limited to, those relating to whether the Company will achieve the associated objectives with its

Program, whether the costs and charges associated with restructuring initiatives will exceed current estimates and forecasts,

its ability to realize expected savings and benefits in the amounts and at the times anticipated, changes in management’s

assumptions, its ability to achieve anticipated financial results, risks associated with acquisitions, divestitures, joint

ventures and strategic investments, outcomes of legal and regulatory matters, and changes in legislation or regulations.

These and other risks, assumptions and uncertainties are described in Item 1A (Risk Factors) of the Company’s most recent

Annual Report on Form 10-K and in other documents that the Company files or furnishes with the Securities and Exchange

Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove

incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements.

Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of

the date they are made. Except to the extent required by law, the Company does not undertake, and expressly disclaims,

any duty or obligation to update publicly any forward-looking statement after the date of this report, whether as a result of

new information, future events, changes in assumptions or otherwise.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned hereunto duly authorized.

RYAN SPECIALTY HOLDINGS, INC. (Registrant)

Date:

October 29, 2026

By:

/s/ Janice M. Hamilton

Janice M. Hamilton

Executive Vice President and Chief Financial Officer

EX-99.1

Filename: ryan-20260930xex991.htm · Sequence: 2

RYAN-2026.09.30-EX 99.1

RYAN SPECIALTY REPORTS THIRD QUARTER 2026 RESULTS

- Total Revenue grew 4.7% year-over-year to $790.0 million -

- Organic Revenue Growth Rate* of 4.0% year-over-year -

- Net Income of $88.0 million, or $0.29 per diluted share -

- Adjusted EBITDAC* grew 3.8% year-over-year to $244.4 million -

- Adjusted Net Income* increased 4.1% year-over-year to $137.1 million -

- Adjusted Diluted Earnings Per Share* grew 8.5% to $0.51 per diluted share -

- Returned $173.7 million to shareholders, including $150.0 million of share repurchases and $23.7 million of

dividends and distributions -

October 29, 2026 | CHICAGO, IL — Ryan Specialty Holdings, Inc. (NYSE: RYAN) (“Ryan Specialty” or the “Company”),

a leading international specialty insurance firm, today announced results for the third quarter ended September 30,

2026.

Third Quarter 2026 Highlights

•Revenue grew 4.7% year-over-year to $790.0 million, compared to $754.6 million in the prior-year period

•Organic Revenue Growth Rate* was 4.0% for the quarter, compared to 15.0% in the prior-year period

•Net Income increased 40.6% year-over-year to $88.0 million, compared to $62.6 million in the prior-year period.

Diluted Earnings Per Share was $0.29

•Adjusted EBITDAC* increased 3.8% to $244.4 million, compared to $235.5 million in the prior-year period

•Adjusted EBITDAC Margin* of 30.9%, compared to 31.2% in the prior-year period

•Adjusted Net Income* increased 4.1% to $137.1 million, compared to $131.7 million in the prior-year period

•Adjusted Diluted Earnings Per Share* increased 8.5% to $0.51, compared to $0.47 in the prior-year period

•Returned $173.7 million to shareholders through $150.0 million of Class A common stock repurchases,

representing 3.5 million shares, and $23.7 million in dividends and distributions

“We are proud of our third quarter performance, in light of an increasingly challenging market and against our

toughest year over year comparison,” said Patrick G. Ryan, Founder and Executive Chairman of Ryan Specialty. “We

grew total revenue 4.7%, driven by organic growth of 4.0%. We grew Adjusted EBITDAC by 3.8% and Adjusted

Diluted EPS by 8.5%. We continued investing back into our business, with our second largest hiring class in late 2025,

and displayed disciplined expense management, leading to an Adjusted EBITDAC margin that is down only 30 basis

points year to date. We also returned capital to shareholders of over $500 million through dividends, distributions,

and share repurchases. These results reflect the strength of our brokers and underwriters, and of the durable,

scalable platform we have strategically built. We are confident our team will continue to perform throughout this

cycle and emerge even stronger.”

“Our team delivered in the face of one of the most challenging markets we have ever seen, retaining high levels of

existing business, winning significant new business, and building our pipelines,” added Timothy W. Turner, Chief

Executive Officer of Ryan Specialty. “We continue to deliver for our clients through our differentiated talent, deep

specialty expertise, and independence. We are investing in talent, technology, AI, and data that will widen our moat.

We remain focused on controlling what we can control. We are well-positioned to keep winning and to create long-

term value for our shareholders.”

Summary of Third Quarter 2026 Results

Three Months Ended

September 30,

Change

Nine Months Ended

September 30,

Change

(in thousands, except percentages

and per share data)

2026

2025

2026

2025

GAAP financial measures

Total revenue

$789,963

$754,577

$35,386

4.7%

$2,501,839

$2,299,913

$201,926

8.8%

Net commissions and fees

775,081

739,552

35,529

4.8

2,460,712

2,256,537

204,175

9.0

Compensation and benefits

484,208

440,434

43,774

9.9

1,511,001

1,355,995

155,006

11.4

General and administrative

106,977

117,589

(10,612)

(9.0)

334,381

330,698

3,683

1.1

Total operating expenses

649,135

643,786

5,349

0.8

2,086,099

1,897,835

188,264

9.9

Operating income

140,828

110,791

30,037

27.1

415,740

402,078

13,662

3.4

Net income

88,048

62,603

25,445

40.6

237,026

182,919

54,107

29.6

Net income attributable to Ryan

Specialty Holdings, Inc.

36,681

31,085

5,596

18.0

96,642

55,419

41,223

74.4

Compensation and benefits

expense ratio (1)

61.3 %

58.4 %

60.4 %

59.0 %

General and administrative

expense ratio (2)

13.5 %

15.6 %

13.4 %

14.4 %

Net income margin (3)

11.1 %

8.3 %

9.5 %

8.0 %

Earnings per share (4)

$0.30

$0.24

$0.77

$0.44

Diluted earnings per share (4)

$0.29

$0.20

$0.74

$0.41

Non-GAAP financial measures*

Organic revenue growth rate

4.0 %

15.0 %

7.3 %

11.4 %

Adjusted compensation and

benefits expense

$443,373

$417,217

$26,156

6.3 %

$1,400,151

$1,268,059

$132,092

10.4 %

Adjusted compensation and

benefits expense ratio

56.1 %

55.3 %

56.0 %

55.1 %

Adjusted general and

administrative expense

$102,144

$101,827

$317

0.3 %

$298,306

$287,414

$10,892

3.8 %

Adjusted general and

administrative expense ratio

12.9 %

13.5 %

11.9 %

12.5 %

Adjusted EBITDAC

$244,446

$235,533

$8,913

3.8 %

$803,383

$744,440

$58,943

7.9 %

Adjusted EBITDAC margin

30.9 %

31.2 %

32.1 %

32.4 %

Adjusted net income

$137,121

$131,704

$5,417

4.1 %

$466,581

$424,225

$42,356

10.0 %

Adjusted net income margin

17.4 %

17.5 %

18.6 %

18.4 %

Adjusted diluted earnings per

$0.51

$0.47

$0.04

8.5 %

$1.75

$1.52

$0.23

15.1 %

*For a definition and a reconciliation of Organic revenue growth rate, Adjusted compensation and benefits expense,

Adjusted compensation and benefits expense ratio, Adjusted general and administrative expense, Adjusted general and

administrative expense ratio, Adjusted EBITDAC, Adjusted EBITDAC margin, Adjusted net income, Adjusted net income

margin, and Adjusted diluted earnings per share to the most directly comparable GAAP measure, see “Non-GAAP Financial

Measures and Key Performance Indicators” below.

(1)Compensation and benefits expense ratio is defined as Compensation and benefits divided by Total revenue.

(2)General and administrative expense ratio is defined as General and administrative expense divided by Total revenue.

(3)Net income margin is defined as Net income divided by Total revenue.

(4)See “Note 10, Earnings Per Share” of the unaudited quarterly consolidated financial statements.

Third Quarter 2026 Review*

Total revenue for the third quarter of 2026 was $790.0 million, an increase of 4.7% compared to $754.6 million in

the prior-year period. This increase was primarily due to continued organic revenue growth of 4.0%, driven by new

client wins, strong renewal retention, and expanded relationships with existing clients, coupled with continued flow

into the specialty and E&S markets, and modest amounts of revenue from acquisitions completed within the trailing

twelve months ended September 30, 2026. We experienced growth across the majority of our casualty lines, offset

by a moderate decline in our property portfolio.

Total operating expenses for the third quarter of 2026 were $649.1 million, a 0.8% increase compared to $643.8

million in the prior-year period. This increase was primarily due to higher Compensation and benefits expenses

resulting from growth in revenue and an increase in Restructuring and related expense due to the Empower

Program, partially offset by a decrease in Acquisition-related expenses. General and administrative expense

decreased compared to the prior-year period due to a decrease in Acquisition-related expenses, partially offset by

an increase in Restructuring and related expense due to the Empower Program. Change in contingent consideration

also decreased compared to the prior-year period.

Net income for the third quarter of 2026 increased 40.6% to $88.0 million, compared to $62.6 million in the prior-

year period, primarily driven by solid revenue growth and relatively flat Total operating expenses, partially offset by

a higher Income tax expense.

Adjusted EBITDAC grew 3.8% to $244.4 million from $235.5 million in the prior-year period. Adjusted EBITDAC

margin for the quarter was 30.9%, compared to 31.2% in the prior-year period. The increase in Adjusted EBITDAC

was driven primarily by solid revenue growth, partially offset by higher Adjusted compensation and benefits

expense.

Adjusted net income for the third quarter of 2026 increased 4.1% to $137.1 million, compared to $131.7 million in

the prior-year period. Adjusted net income margin was 17.4%, compared to 17.5% in the prior-year period. Adjusted

diluted earnings per share for the third quarter of 2026 increased 8.5% to $0.51, compared to $0.47 in the prior-year

period.

*For the definition of each of the non-GAAP measures referred to above, as well as a reconciliation of such non-GAAP

measures to their most directly comparable GAAP measures, see “Non-GAAP Financial Measures and Key Performance

Indicators” below.

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

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

Three Months Ended September 30,

(in thousands, except percentages)

2026

% of

total

2025

% of

total

Change

Wholesale Brokerage

$394,283

50.9%

$376,788

50.9%

$17,495

4.6%

Binding Authority

93,012

12.0

89,636

12.1

3,376

3.8

Underwriting Management

287,786

37.1

273,128

37.0

14,658

5.4

Total Net commissions and fees

$775,081

$739,552

$35,529

4.8%

Nine Months Ended September 30,

(in thousands, except percentages)

2026

% of

total

2025

% of

total

Change

Wholesale Brokerage

$1,270,881

51.7%

$1,214,741

53.8%

$56,140

4.6%

Binding Authority

303,182

12.3

286,110

12.7

17,072

6.0

Underwriting Management

886,649

36.0

755,686

33.5

130,963

17.3

Total Net commissions and fees

$2,460,712

$2,256,537

$204,175

9.0%

The following tables set forth our revenue by type of commissions and fees:

Three Months Ended September 30,

(in thousands, except percentages)

2026

% of

total

2025

% of

total

Change

Net commissions and policy fees

$725,761

93.6%

$672,942

91.0%

$52,819

7.8%

Supplemental and contingent

commissions

33,781

4.4

29,782

4.0

3,999

13.4

Loss mitigation and other fees

15,539

2.0

36,828

5.0

(21,289)

(57.8)

Total Net commissions and fees

$775,081

$739,552

$35,529

4.8%

Nine Months Ended September 30,

(in thousands, except percentages)

2026

% of

total

2025

% of

total

Change

Net commissions and policy fees

$2,295,699

93.3%

$2,083,983

92.4%

$211,716

10.2%

Supplemental and contingent

commissions

115,066

4.7

103,185

4.6

11,881

11.5

Loss mitigation and other fees

49,947

2.0

69,369

3.0

(19,422)

(28.0)

Total Net commissions and fees

$2,460,712

$2,256,537

$204,175

9.0%

Liquidity and Financial Condition

As of September 30, 2026, the Company had Cash and cash equivalents of $168.8 million and outstanding debt

principal of $3.7 billion.

Capital Return

In the third quarter, the Company returned approximately $173.7 million to shareholders through $150.0 million of

Class A common stock repurchases, representing 3.5 million shares, and $23.7 million in dividends and distributions.

As of September 30, 2026, the Company had $150.0 million of remaining authorization under its share repurchase

program.

Additionally, on October 29, 2026, the Company’s board of directors declared a quarterly dividend of $0.13 per

share on the outstanding Class A common stock. The quarterly dividend will be payable on November 24, 2026, to

stockholders of record as of the close of business on November 10, 2026. A portion of the dividend, $0.06 per share,

will be funded by free cash flow from Ryan Specialty, LLC and will be paid to all holders of the Company’s Class A

common stock and the holders of the LLC Common Units (as defined below).

Full Year 2026 Guidance*

The Company is maintaining its full year 2026 guidance for Organic Revenue Growth Rate and updating its Adjusted

EBITDAC Margin as follows:

•We are guiding to an Organic Revenue Growth Rate in the mid-single digits for 2026

•We are guiding to an Adjusted EBITDAC Margin that is down modestly for 2026, as compared to the prior

year

*For a definition of Organic revenue growth rate and Adjusted EBITDAC margin, see “Non-GAAP Financial Measures and Key

Performance Indicators” below.

Conference Call Information

Ryan Specialty will hold a conference call to discuss the financial results at 4:45pm Eastern Time on October 29,

2026. Interested parties may access the conference call through the live webcast, which can be accessed at https://

ryan-specialty-q3-2026-earnings-call.open-exchange.net/registration or by visiting the Company’s Investor Relations

website. Please join the live webcast at least 10 minutes prior to the scheduled start time.

A webcast replay of the call will be available on the Company’s website at ryanspecialty.com in its Investors section

for one year following the call.

About Ryan Specialty

Founded in 2010, Ryan Specialty (NYSE: RYAN) is a service provider of specialty products and solutions for insurance

brokers, agents, and carriers. Ryan Specialty provides distribution, underwriting, product development,

administration, and risk management services by acting as a wholesale broker and a managing underwriter with

delegated authority from insurance carriers. Our mission is to provide industry-leading innovative specialty

insurance solutions for insurance brokers, agents, and carriers. Learn more at ryanspecialty.com.

Forward-Looking Statements

All statements in this release and in the corresponding earnings call that are not historical are “forward-looking

statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve substantial risks

and uncertainties. For example, all statements the Company makes relating to its estimated and projected costs,

expenditures, cash flows, growth rates and financial results, its plans, anticipated amount and timing of cost savings

relating to the restructuring plan, or its plans and objectives for future operations, growth initiatives, or strategies,

and the statements under the caption “Full Year 2026 Guidance” are forward-looking statements. Words such as

“anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,”

“likely,” and variations of such words and similar expressions are intended to identify such forward-looking

statements. All forward-looking statements are subject to risks and uncertainties, known and unknown, that may

cause actual results to differ materially from those that the Company expected. Specific factors that could cause

such a difference include, but are not limited to, those disclosed previously in the Company’s filings with the

Securities and Exchange Commission (“SEC”).

For more detail on the risk factors that may affect the Company’s results, see the section entitled “Risk Factors” in

our most recent Annual Report on Form 10-K filed with the SEC, and in other documents filed with, or furnished to,

the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove

incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements.

Given these factors, as well as other variables that may affect the Company’s operating results, you are cautioned

not to place undue reliance on these forward-looking statements, not to assume that past financial performance will

be a reliable indicator of future performance, and not to use historical trends to anticipate results or trends in future

periods. The forward-looking statements included in this press release and on the related earnings call relate only to

events as of the date hereof. The Company does not undertake, and expressly disclaims, any duty or obligation to

update publicly any forward-looking statement after the date of this release, whether as a result of new information,

future events, changes in assumptions, or otherwise.

Non-GAAP Financial Measures and Key Performance Indicators

In assessing the performance of the Company’s business, non-GAAP financial measures are used that are derived

from the Company’s consolidated financial information, but which are not presented in the Company’s consolidated

financial statements prepared in accordance with GAAP. The Company considers these non-GAAP financial measures

to be useful metrics for management and investors to facilitate operating performance comparisons from period to

period by excluding potential differences caused by variations in capital structures, tax positions, depreciation,

amortization, and certain other items that the Company believes are not representative of its core business. The

Company uses the following non-GAAP measures for business planning purposes, in measuring performance relative

to that of its competitors, to help investors to understand the nature of the Company’s growth, and to enable

investors to evaluate the run-rate performance of the Company. Non-GAAP financial measures should be viewed as

supplementing, and not as an alternative or substitute for, the consolidated financial statements prepared and

presented in accordance with GAAP. The footnotes to the reconciliation tables below should be read in conjunction

with the unaudited consolidated quarterly financial statements in the Company’s Quarterly Report on Form 10-Q

filed with the SEC. Industry peers may provide similar supplemental information but may not define similarly-named

metrics in the same way and may not make identical adjustments.

Organic revenue growth rate: Organic revenue growth rate represents the percentage change in Net commissions

and fees, as compared to the same period for the prior year, adjusted to eliminate revenue attributable to

acquisitions for the first twelve months of ownership, revenue attributable to sold businesses for the subsequent

twelve months after the sale, and other items such as contingent commissions and the impact of changes in foreign

exchange rates.

Adjusted compensation and benefits expense: Adjusted compensation and benefits expense is defined as

Compensation and benefits expense adjusted to reflect items such as (i) equity-based compensation, (ii) acquisition

and restructuring related compensation expenses, and (iii) other exceptional or non-recurring compensation

expenses, as applicable. The most directly comparable GAAP financial metric is Compensation and benefits expense.

Adjusted general and administrative expense: Adjusted general and administrative expense is defined as General

and administrative expense adjusted to reflect items such as (i) acquisition and restructuring related general and

administrative expenses, and (ii) other exceptional or non-recurring general and administrative expenses, as

applicable. The most directly comparable GAAP financial metric is General and administrative expense.

Adjusted compensation and benefits expense ratio: Adjusted compensation and benefits expense ratio is defined

as the Adjusted compensation and benefits expense as a percentage of Total revenue. The most directly comparable

GAAP financial metric is Compensation and benefits expense ratio.

Adjusted general and administrative expense ratio: Adjusted general and administrative expense ratio is defined as

the Adjusted general and administrative expense as a percentage of Total revenue. The most directly comparable

GAAP financial metric is General and administrative expense ratio.

Adjusted EBITDAC: Adjusted EBITDAC is defined as Net income before Interest expense, net, Income tax expense,

Depreciation, Amortization, and Change in contingent consideration, adjusted to reflect items such as (i) equity-

based compensation, (ii) acquisition-related expenses, and (iii) other exceptional or non-recurring items, as

applicable. Acquisition-related expense includes one-time diligence, transaction-related, and integration costs.

Acquisition related long-term incentive compensation arises from long-term incentive plans associated with

acquisitions. These plans require service requirements, and in some cases performance targets, to be met in order to

be earned. Restructuring and related expense consists of compensation and benefits, contractors, professional

services, and license fees related to the Empower Program, which was initiated at the beginning of 2026.

Restructuring expense within general and administrative expense includes costs relating to professional services,

technology and data initiatives, license fees, and third-party contractors, as well as non-cash expenses associated

with the impairment of internally-developed software. Compensation and benefits restructuring costs include

severance as well as employment costs for services rendered between the notification and termination dates and

other termination payments. Amortization and expense is composed of charges related to discontinued prepaid

incentive programs. For the three months ended September 30, 2026, Other non-operating income consisted of $1.0

million of proceeds from the sales of a small non-subscription workers compensation book of business and a small

MGU, $0.1 million of sublease income, and $0.1 million of forfeitures of vested equity awards offset by $0.5 million

of TRA contractual interest and related charges. For the three months ended September 30, 2025, Other non-

operating income consisted of $0.3 million of forfeitures of vested equity awards, $0.2 million of seller

reimbursement of acquisition-related retention incentives, and $0.2 million of sublease income offset by $0.4 million

of TRA contractual interest and related charges. For the nine months ended September 30, 2026, Other non-

operating income consisted of $1.1 million of proceeds from the sales of a small non-subscription workers

compensation book of business and a small MGU, $0.7 million of forfeitures of vested equity awards, $0.4 million of

sublease income, and $0.1 million of seller reimbursement of acquisition-related retention incentives offset by $0.8

million of TRA contractual interest and related charges. For the nine months ended September 30, 2025, Other non-

operating income consisted of $0.6 million of seller reimbursement of acquisition-related retention incentives, $0.4

million of sublease income, and $0.3 million of forfeitures of vested equity awards offset by $0.8 million of TRA

contractual interest and related charges. Equity-based compensation reflects non-cash equity-based expense. IPO

related expenses consist of compensation-related expense primarily related to the expense for new awards issued at

IPO as well as expense related to the revaluation of existing equity awards at IPO.

Adjusted EBITDAC margin: Adjusted EBITDAC margin is defined as Adjusted EBITDAC as a percentage of Total

revenue. The most directly comparable GAAP financial metric is Net income margin.

Adjusted net income: Adjusted net income is defined as tax-effected earnings before amortization and certain items

of income and expense, gains and losses, equity-based compensation, acquisition related long-term incentive

compensation, acquisition-related expenses, costs associated with our IPO, and certain exceptional or non-recurring

items. The Company is subject to United States federal income taxes, in addition to state, local, and foreign taxes,

with respect to its allocable share of any net taxable income of Ryan Specialty, LLC (together with its parent New

Ryan Specialty, LLC and their subsidiaries, the “LLC”). For comparability purposes, this calculation incorporates the

impact of federal and state statutory tax rates on 100% of the Company’s adjusted pre-tax income as if the Company

owned 100% of Ryan Specialty, LLC. The most directly comparable GAAP financial metric is Net income.

Adjusted net income margin: Adjusted net income margin is defined as Adjusted net income as a percentage of

Total revenue. The most directly comparable GAAP financial metric is Net income margin.

Adjusted diluted earnings per share: Adjusted diluted earnings per share is defined as Adjusted net income divided

by diluted shares outstanding after adjusting for the effect if 100% of the outstanding LLC Common Units (“LLC

Common Units”), together with the shares of Class B common stock, vested Class C Incentive Units, vested but

unexercised options, and unvested equity awards were exchanged into shares of Class A common stock as if 100% of

unvested equity awards were vested. The most directly comparable GAAP financial metric is Diluted earnings per

share.

Credit Adjusted EBITDAC: Credit Adjusted EBITDAC is defined as Adjusted EBITDAC as further adjusted without

duplication for: acquired EBITDAC from the beginning of the applicable twelve month reference period through the

acquisition close date, certain annualized run rate expected cost savings and initiatives, and certain other

adjustments as permitted in calculating leverage ratios under our debt agreements. The Company presents Credit

Adjusted EBITDAC as an additional measure of liquidity and leverage. The calculation of Credit Adjusted EBITDAC

pursuant to our debt agreements permits certain estimates and assumptions that may differ from actual results.

The summary unaudited consolidated financial data presented for the twelve months ended September 30, 2026,

was derived by adding the consolidated financial data of the Company for the twelve months ended December 31,

2025, to the consolidated financial data of the Company for the nine months ended September 30, 2026, and

subtracting the consolidated financial data of the Company for the nine months ended September 30, 2025. The

summary unaudited consolidated financial data for the twelve months ended September 30, 2026, has been

prepared for illustrative purposes only and is not necessarily representative of our results of operations for any

future period or our financial condition at any future date.

The reconciliation of the above non-GAAP measures to each of their most directly comparable GAAP financial

measure is set forth in the reconciliation table accompanying this release.

With respect to the Organic revenue growth rate and Adjusted EBITDAC margin outlook presented in the “Full Year

2026 Guidance” section of this press release, the Company is unable to provide a comparable outlook for, or a

reconciliation to, Total revenue growth rate or Net income margin because it cannot provide a meaningful or

accurate calculation or estimation of certain reconciling items without unreasonable effort. Its inability to do so is

due to the inherent difficulty in forecasting the timing of items that have not yet occurred and quantifying certain

amounts that are necessary for such reconciliation, including variations in effective tax rate, expenses to be incurred

for acquisition activities, and other one-time or exceptional items.

Contacts:

Investor Relations

Nicholas Mezick

VP, Investor Relations

Ryan Specialty

IR@ryanspecialty.com

Phone: (312) 784-6152

Media Relations

Alice Phillips Topping

SVP, Chief Marketing & Communications Officer

Ryan Specialty

Alice.Topping@ryanspecialty.com

Phone: (312) 635-5976

Consolidated Statements of Income (Unaudited)

Three Months Ended

September 30,

Nine Months Ended

September 30,

(in thousands, except percentages and per share data)

2026

2025

2026

2025

Revenue

Net commissions and fees

$775,081

$739,552

$2,460,712

$2,256,537

Fiduciary investment income

14,882

15,025

41,127

43,376

Total revenue

$789,963

$754,577

$2,501,839

$2,299,913

Expenses

Compensation and benefits

484,208

440,434

1,511,001

1,355,995

General and administrative

106,977

117,589

334,381

330,698

Amortization

64,278

70,188

194,005

204,841

Depreciation

4,330

3,607

12,525

9,134

Change in contingent consideration

(10,658)

11,968

34,187

(2,833)

Total operating expenses

$649,135

$643,786

$2,086,099

$1,897,835

Operating income

$140,828

$110,791

$415,740

$402,078

Interest expense, net

57,264

56,344

167,646

169,186

Income from equity method investments

(11,840)

(4,957)

(24,410)

(15,050)

Other non-operating income

(784)

(402)

(1,520)

(636)

Income before income taxes

$96,188

$59,806

$274,024

$248,578

Income tax expense (benefit)

8,140

(2,797)

36,998

65,659

Net income

$88,048

$62,603

$237,026

$182,919

GAAP financial measures

Total revenue

$789,963

$754,577

$2,501,839

$2,299,913

Net commissions and fees

775,081

739,552

2,460,712

2,256,537

Compensation and benefits

484,208

440,434

1,511,001

1,355,995

General and administrative

106,977

117,589

334,381

330,698

Net income

88,048

62,603

237,026

182,919

Compensation and benefits expense ratio (1)

61.3 %

58.4 %

60.4 %

59.0 %

General and administrative expense ratio (2)

13.5 %

15.6 %

13.4 %

14.4 %

Net income margin (3)

11.1 %

8.3 %

9.5 %

8.0 %

Earnings per share (4)

$0.30

$0.24

$0.77

$0.44

Diluted earnings per share (4)

$0.29

$0.20

$0.74

$0.41

Non-GAAP Financial Measures (Unaudited)

Three Months Ended

September 30,

Nine Months Ended

September 30,

(in thousands, except percentages and per share data)

2026

2025

2026

2025

Non-GAAP financial measures*

Organic revenue growth rate

4.0 %

15.0 %

7.3 %

11.4 %

Adjusted compensation and benefits expense

$443,373

$417,217

$1,400,151

$1,268,059

Adjusted compensation and benefits expense ratio

56.1 %

55.3 %

56.0 %

55.1 %

Adjusted general and administrative expense

$102,144

$101,827

$298,306

$287,414

Adjusted general and administrative expense ratio

12.9 %

13.5 %

11.9 %

12.5 %

Adjusted EBITDAC

$244,446

$235,533

$803,383

$744,440

Adjusted EBITDAC margin

30.9 %

31.2 %

32.1 %

32.4 %

Adjusted net income

$137,121

$131,704

$466,581

$424,225

Adjusted net income margin

17.4 %

17.5 %

18.6 %

18.4 %

Adjusted diluted earnings per share

$0.51

$0.47

$1.75

$1.52

Consolidated Balance Sheets (Unaudited)

(in thousands, except share and per share data)

September 30,

2026

December 31,

2025

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$168,811

$158,322

Commissions and fees receivable – net

576,111

488,951

Fiduciary cash and receivables

4,935,368

4,298,920

Prepaid incentives – net

28,660

13,550

Other current assets

76,615

100,437

Total current assets

$5,785,565

$5,060,180

NON-CURRENT ASSETS

Goodwill

3,216,252

3,225,021

Customer relationships

1,314,994

1,496,885

Other intangible assets

137,001

119,621

Prepaid incentives – net

26,827

27,849

Equity method investments

109,852

109,982

Property and equipment – net

64,665

69,461

Lease right-of-use assets

126,985

130,480

Deferred tax assets

252,220

310,138

Other non-current assets

9,972

14,554

Total non-current assets

$5,258,768

$5,503,991

TOTAL ASSETS

$11,044,333

$10,564,171

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable and accrued liabilities

$308,128

$284,403

Accrued compensation

408,583

519,251

Operating lease liabilities

28,923

25,987

Tax Receivable Agreement liabilities

30,697

—

Short-term debt and current portion of long-term debt

42,433

60,187

Fiduciary liabilities

4,935,368

4,298,920

Total current liabilities

$5,754,132

$5,188,748

NON-CURRENT LIABILITIES

Accrued compensation

90,878

70,096

Operating lease liabilities

150,020

153,089

Long-term debt

3,634,056

3,291,462

Tax Receivable Agreement liabilities

454,391

458,997

Deferred tax liabilities

43,547

49,834

Other non-current liabilities

15,561

97,894

Total non-current liabilities

$4,388,453

$4,121,372

TOTAL LIABILITIES

$10,142,585

$9,310,120

STOCKHOLDERS’ EQUITY

Class A common stock ($0.001 par value; 1,000,000,000 shares authorized, 120,364,827

and 129,603,426 shares issued and outstanding at September 30, 2026 and December

31, 2025, respectively)

120

130

Class B common stock ($0.001 par value; 982,799,265 shares authorized and

132,446,301 shares issued and outstanding at September 30, 2026; 1,000,000,000 shares

authorized and 134,508,885 shares issued and outstanding at December 31, 2025)

132

135

Preferred stock ($0.001 par value; 500,000,000 shares authorized, 0 shares issued and

outstanding at September 30, 2026, and December 31, 2025)

—

Additional paid-in capital

271,892

513,610

Retained earnings

166,508

120,353

Accumulated other comprehensive income

8,063

13,845

Total stockholders’ equity attributable to Ryan Specialty Holdings, Inc.

$446,715

$648,073

Non-controlling interests

455,033

605,978

Total stockholders’ equity

$901,748

$1,254,051

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$11,044,333

$10,564,171

Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended

September 30,

(in thousands)

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES

Net income

$237,026

$182,919

Adjustments to reconcile net income to cash flows provided by operating activities:

Income from equity method investments

(24,410)

(15,050)

Amortization

194,005

204,841

Depreciation

12,525

9,134

Prepaid and deferred compensation expense

30,096

33,613

Non-cash equity-based compensation

51,968

50,988

Amortization of deferred debt issuance costs

7,303

7,157

Amortization of interest rate cap premium

—

5,216

Deferred income tax expense

26,782

11,472

Deferred income tax expense from common control reorganization

—

47,978

Loss on Tax Receivable Agreement

834

783

Impairment of internally-developed software

11,704

—

Changes in operating assets and liabilities, net of acquisitions:

Commissions and fees receivable – net

(89,099)

(6,392)

Accrued interest liability

(21,183)

(12,489)

Other current and non-current assets

18,464

19,520

Other current and non-current liabilities

(149,082)

(159,269)

Total cash flows provided by operating activities

$306,933

$380,421

CASH FLOWS FROM INVESTING ACTIVITIES

Business combinations – net of cash acquired and cash held in a fiduciary capacity

—

(636,925)

Capital expenditures

(52,233)

(50,678)

Equity method investment in VSIC

—

(16,561)

Proceeds from sale of equity method investment in VSIC

23,349

—

Asset acquisitions

(1,556)

(3,014)

Total cash flows used in investing activities

$(30,440)

$(707,178)

CASH FLOWS FROM FINANCING ACTIVITIES

Borrowings on Revolving Credit Facility

1,359,030

1,114,872

Repayments on Revolving Credit Facility

(1,008,719)

(990,857)

Debt issuance costs paid

—

(2,889)

Repayment of term debt

(12,750)

Receipt of contingently returnable consideration

3,140

1,927

Payment of contingent consideration

(37,406)

(29,252)

Tax distributions to non-controlling LLC Unitholders

(43,103)

(45,695)

Receipt of taxes related to net share settlement of equity awards

18,831

35,174

Taxes paid related to net share settlement of equity awards

(18,698)

(36,051)

Class A common stock dividends and Dividend Equivalents paid

(50,170)

(46,825)

Distributions and Declared Distributions paid to non-controlling LLC Unitholders

(24,233)

(20,428)

Repurchases of Class A common stock

(450,253)

—

Payments related to Ryan Re preferred units

—

(249)

Net change in fiduciary liabilities

183,520

38,341

Total cash flows provided by (used in) financing activities

$(80,811)

$5,318

Effect of changes in foreign exchange rates on cash, cash equivalents, and cash and cash

equivalents held in a fiduciary capacity

(5,872)

14,507

NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A

FIDUCIARY CAPACITY

$189,810

$(306,932)

CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY

—Beginning balance

1,584,470

1,680,805

CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY

—Ending balance

$1,774,280

$1,373,873

Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary

capacity

Cash and cash equivalents

$168,811

$153,485

Cash and cash equivalents held in a fiduciary capacity

1,605,469

1,220,388

Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity

$1,774,280

$1,373,873

Reconciliation of Organic Revenue Growth Rate

Three Months Ended

September 30,

Nine Months Ended

September 30,

(in thousands, except percentages)

2026

2025

2026

2025

Current period Net commissions and fees revenue

$775,081

$739,552

$2,460,712

$2,256,537

Less: Current period contingent commissions

(29,107)

(24,310)

(95,629)

(82,164)

Less: Revenue attributable to sold businesses

(55)

(65)

(147)

(354)

Net commissions and fees revenue excluding contingent

commissions

$745,919

$715,177

$2,364,936

$2,174,019

Prior period Net commissions and fees revenue

$739,552

$588,129

$2,256,537

$1,806,264

Less: Prior year contingent commissions

(24,310)

(14,842)

(82,164)

(44,741)

Less: Revenue attributable to sold businesses

(1,161)

(427)

(2,343)

(1,548)

Prior period Net commissions and fees revenue excluding

contingent commissions

$714,081

$572,860

$2,172,030

$1,759,975

Change in Net commissions and fees revenue excluding

contingent commissions

$31,838

$142,317

$192,906

$414,044

Less: Mergers and acquisitions Net commissions and fees

revenue excluding contingent commissions

(3,574)

(55,650)

(30,249)

(212,249)

Impact of change in foreign exchange rates

219

(923)

(3,878)

(1,324)

Organic revenue growth (Non-GAAP)

$28,483

$85,744

$158,779

$200,471

Net commissions and fees revenue growth rate (GAAP)

4.8 %

25.7 %

9.0 %

24.9 %

Less: Impact of contingent commissions (1)

(0.3)

(0.9)

(0.1)

(1.4)

Net commissions and fees revenue excluding contingent

commissions growth rate (2)

4.5 %

24.8 %

8.9 %

23.5 %

Less: Mergers and acquisitions Net commissions and fees

revenue excluding contingent commissions (3)

(0.5)

(9.7)

(1.4)

(12.0)

Impact of change in foreign exchange rates (4)

—

(0.1)

(0.2)

(0.1)

Organic Revenue Growth Rate (Non-GAAP)

4.0 %

15.0 %

7.3 %

11.4 %

(1)Calculated by subtracting Net commissions and fees revenue growth rate from net commissions and fees revenue

excluding contingent commissions growth rate and revenue from sold businesses.

(2)Calculated by dividing the change in Total net commissions and fees revenue excluding contingent commissions by

prior year net commissions and fees excluding contingent commissions and revenue from sold businesses.

(3)Calculated by taking the Mergers and acquisitions Net commissions and fees revenue excluding contingent

commissions, representing the first twelve months of net commissions and fees revenue generated from

acquisitions, divided by prior period net commissions and fees revenue excluding contingent commissions and

revenue from sold businesses.

(4)Calculated by taking the change in foreign exchange rates divided by prior period net commissions and fees

revenue excluding contingent commissions and revenue from sold businesses.

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

Three Months Ended

September 30,

Nine Months Ended

September 30,

(in thousands, except percentages)

2026

2025

2026

2025

Total revenue

$789,963

$754,577

$2,501,839

$2,299,913

Compensation and benefits expense

$484,208

$440,434

$1,511,001

$1,355,995

Acquisition-related expense

(625)

(3,583)

(5,885)

(8,546)

Acquisition related long-term incentive compensation

(6,791)

(7,463)

(17,185)

(25,115)

Restructuring and related expense

(19,528)

—

(33,627)

—

Amortization and expense related to discontinued prepaid

incentives

(663)

(981)

(2,185)

(3,287)

Equity-based compensation (1)

(13,105)

(7,432)

(45,825)

(36,854)

IPO related expenses

(123)

(3,758)

(6,143)

(14,134)

Adjusted compensation and benefits expense (2)

$443,373

$417,217

$1,400,151

$1,268,059

Compensation and benefits expense ratio

61.3%

58.4%

60.4%

59.0%

Adjusted compensation and benefits expense ratio

56.1%

55.3%

56.0%

55.1%

(1)For the three months ended September 30, 2026, $9.2 million of expense was reversed associated with certain

performance-based awards. For the three months ended September 30, 2025, $5.8 million of expense was

reversed associated with certain executive performance-based awards. See “Note 9, Equity-Based Compensation”

of the unaudited quarterly consolidated financial statements for additional discussion.

(2)Adjustments made to Compensation and benefits expense are described in the definition of Adjusted EBITDAC in

“Non-GAAP Financial Measures and Key Performance Indicators.”

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

Three Months Ended

September 30,

Nine Months Ended

September 30,

(in thousands, except percentages)

2026

2025

2026

2025

Total revenue

$789,963

$754,577

$2,501,839

$2,299,913

General and administrative expense

$106,977

$117,589

$334,381

$330,698

Acquisition-related expense

(509)

(15,762)

(6,553)

(43,284)

Restructuring and related expense

(4,324)

—

(29,522)

—

Adjusted general and administrative expense (1)

$102,144

$101,827

$298,306

$287,414

General and administrative expense ratio

13.5%

15.6%

13.4%

14.4%

Adjusted general and administrative expense ratio

12.9%

13.5%

11.9%

12.5%

(1)Adjustments made to General and administrative expense are described in the definition of Adjusted EBITDAC in

“Non-GAAP Financial Measures and Key Performance Indicators.”

Reconciliation of Adjusted EBITDAC to Net Income

Three Months Ended

September 30,

Nine Months Ended

September 30,

(in thousands, except percentages)

2026

2025

2026

2025

Total revenue

$789,963

$754,577

$2,501,839

$2,299,913

Net income

$88,048

$62,603

$237,026

$182,919

Interest expense, net

57,264

56,344

167,646

169,186

Income tax expense (benefit)

8,140

(2,797)

36,998

65,659

Depreciation

4,330

3,607

12,525

9,134

Amortization

64,278

70,188

194,005

204,841

Change in contingent consideration (1)

(10,658)

11,968

34,187

(2,833)

EBITDAC

$211,402

$201,913

$682,387

$628,906

Acquisition-related expense

1,134

19,345

12,439

51,830

Acquisition related long-term incentive compensation

6,791

7,463

17,185

25,115

Restructuring and related expense

23,852

—

63,149

—

Amortization and expense related to discontinued

prepaid incentives

663

981

2,185

3,287

Other non-operating income

(784)

(402)

(1,520)

(636)

Equity-based compensation

13,105

7,432

45,825

36,854

IPO related expenses

123

3,758

6,143

14,134

Income from equity method investments

(11,840)

(4,957)

(24,410)

(15,050)

Adjusted EBITDAC

$244,446

$235,533

$803,383

$744,440

Net income margin

11.1%

8.3%

9.5%

8.0%

Adjusted EBITDAC margin

30.9%

31.2%

32.1%

32.4%

(1)For the three months ended September 30, 2026, and for the nine months ended September 30, 2025, Change in

contingent consideration included a $12.9 million and $14.3 million, respectively, decrease in valuation of the US

Assure contingent consideration as a result of increased loss ratios impacting projected profit commissions.

Reconciliation of Adjusted Net Income to Net Income

Three Months Ended

September 30,

Nine Months Ended

September 30,

(in thousands, except percentages)

2026

2025

2026

2025

Total revenue

$789,963

$754,577

$2,501,839

$2,299,913

Net income

$88,048

$62,603

$237,026

$182,919

Income tax expense (benefit)

8,140

(2,797)

36,998

65,659

Amortization

64,278

70,188

194,005

204,841

Amortization of deferred debt issuance costs (1)

2,447

2,397

7,303

7,157

Change in contingent consideration

(10,658)

11,968

34,187

(2,833)

Acquisition-related expense

1,134

19,345

12,439

51,830

Acquisition related long-term incentive compensation

6,791

7,463

17,185

25,115

Restructuring and related expense

23,852

—

63,149

—

Amortization and expense related to discontinued

prepaid incentives

663

981

2,185

3,287

Other non-operating income

(784)

(402)

(1,520)

(636)

Equity-based compensation

13,105

7,432

45,825

36,854

IPO related expenses

123

3,758

6,143

14,134

Income from equity method investments

(11,840)

(4,957)

(24,410)

(15,050)

Adjusted income before income taxes (2)

$185,299

$177,979

$630,515

$573,277

Adjusted income tax expense (3)

(48,178)

(46,275)

(163,934)

(149,052)

Adjusted net income

$137,121

$131,704

$466,581

$424,225

Net income margin

11.1%

8.3%

9.5%

8.0%

Adjusted net income margin

17.4%

17.5%

18.6%

18.4%

(1)Interest expense, net includes amortization of deferred debt issuance costs.

(2)Adjustments made to Net income are described in the definition of Adjusted EBITDAC in “Non-GAAP Financial

Measures and Key Performance Indicators.”

(3)The Company is subject to United States federal income taxes, in addition to state, local, and foreign taxes, with

respect to our allocable share of any net taxable income of the LLC. For the three and nine months ended

September 30, 2026 and 2025, this calculation of adjusted income tax expense is based on a federal statutory rate

of 21% and a combined state income tax rate net of federal benefits of 5.00% on 100% of our adjusted income

before income taxes as if the Company owned 100% of the LLC.

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

Three Months Ended

September 30,

Nine Months Ended

September 30,

2026

2025

2026

2025

Earnings per share of Class A common stock – diluted

$0.29

$0.20

$0.74

$0.41

Less: Net income attributed to dilutive shares (1)

(0.15)

(0.09)

(0.01)

Plus: Impact of all LLC Common Units exchanged for Class

A shares (2)

0.20

0.12

0.16

0.27

Plus: Adjustments to Adjusted net income (3)

0.18

0.25

0.86

0.88

Plus: Dilutive impact of unvested equity awards (4)

(0.01)

—

(0.03)

Adjusted diluted earnings per share

$0.51

$0.47

$1.75

$1.52

(Share count in ’000)

Weighted-average shares of Class A common stock

outstanding – diluted

262,162

273,462

132,485

138,090

Plus: Impact of all LLC Common Units exchanged for Class

A shares (2)

—

133,980

135,644

Plus: Dilutive impact of unvested equity awards (4)

4,172

5,526

(393)

5,407

Adjusted diluted earnings per share diluted share count

266,334

278,988

266,072

279,141

(1)Adjustment removes the impact of Net income attributed to dilutive awards to arrive at Net income attributable to

Ryan Specialty Holdings, Inc. For the three months ended September 30, 2026 and 2025, this removes $38.0 million

and $23.4 million of Net income, respectively, on 262.2 million and 273.5 million Weighted-average shares of Class A

common stock outstanding - diluted, respectively. For the nine months ended September 30, 2026 and 2025, this

removes $1.0 million and $1.2 million of Net income, respectively, on 132.5 million and 138.1 million Weighted-

average shares of Class A common stock outstanding - diluted, respectively. See “Note 10, Earnings Per Share” of the

unaudited quarterly consolidated financial statements.

(2)For comparability purposes, this calculation incorporates the Net income that would be distributable if all LLC

Common Units (together with shares of Class B common stock) were exchanged for shares of Class A common stock.

For the three months ended September 30, 2026 and 2025, this includes $51.4 million and $31.5 million of Net

income, respectively, on 262.2 million and 273.5 million Weighted-average shares of Class A common stock

outstanding - diluted, respectively. For the nine months ended September 30, 2026 and 2025, this includes $140.4

million and $127.5 million of Net income, respectively, on 266.5 million and 273.7 million Weighted-average shares of

Class A common stock outstanding - diluted, respectively. For the three months ended September 30, 2026, 133.3

million weighted-average outstanding LLC Common Units were considered dilutive and included in the 262.2 million

Weighted-average shares of Class A common stock outstanding - diluted. For the three months ended September 30,

2025, 135.5 million weighted-average outstanding LLC Common Units were considered dilutive and included in the

273.5 million Weighted-average shares of Class A common stock outstanding - diluted. See “Note 10, Earnings Per

Share” of the unaudited quarterly consolidated financial statements.

(3)Adjustments to Adjusted net income are described in the footnotes of “Reconciliation of Adjusted Net Income to Net

Income” on 262.2 million and 273.5 million Weighted-average shares of Class A common stock outstanding - diluted

for the three months ended September 30, 2026 and 2025, respectively, and 266.5 million and 273.7 million

Weighted-average shares of Class A common stock outstanding - diluted for the nine months ended September 30,

2026 and 2025, respectively.

(4)For comparability purposes and to be consistent with the treatment of the adjustments to arrive at Adjusted net

income, the dilutive effect of 100% of the outstanding LLC Common Units (together with shares of Class B common

stock) at the end of each period, vested Class C Incentive Units, vested but unexercised options, and unvested equity

awards is calculated using the treasury stock method as if the weighted-average unrecognized cost associated with

the awards was $0 over the period, less any unvested equity awards determined to be dilutive within the Diluted EPS

calculation disclosed in “Note 10, Earnings Per Share” of the unaudited quarterly consolidated financial statements.

For the three months ended September 30, 2026 and 2025, 4.2 million and 5.5 million shares were added to the

calculation, respectively. For the nine months ended September 30, 2026 and 2025, (0.4) million and 5.4 million

shares were added to the calculation, respectively.

Reconciliation of Credit Adjusted EBITDAC to Net Income

(in thousands)

Twelve Months Ended

September 30, 2026

Total Revenue

$3,253,052

Net Income

$268,264

Interest expense, net

220,844

Income tax expense

50,366

Depreciation

16,480

Amortization

263,590

Change in contingent consideration

50,142

EBITDAC

$869,686

Acquisition-related expense

32,710

Acquisition related long-term incentive compensation

18,651

Restructuring and related expense

63,149

Amortization and expense related to discontinued prepaid incentives

3,230

Other non-operating loss (income)

(1,576)

Equity-based compensation

58,635

IPO related expenses

11,796

Income from equity method investments

(30,596)

Adjusted EBITDAC (1)

$1,025,685

Credit adjustments (2)

59,731

Credit Adjusted EBITDAC

$1,085,416

(1)Adjustments made to Net income are described in the definition of Adjusted EBITDAC in “Non-GAAP Financial

Measures and Key Performance Indicators”.

(2)Adjustments made to Adjusted EBITDAC represent (without duplication) additional adjustments permitted under

our debt agreements.

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Oct. 29, 2026

Jul. 30, 2026

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