Form 8-K - Current report

FALSE000184925300018492532024-10-302024-10-30

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 30, 2024

____________________

RYAN SPECIALTY HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

____________________

Delaware		001-40645		86-2526344
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
155 North Wacker Drive, Suite 4000
Chicago, Illinois				60606
(Address of Principal Executive Offices)				(Zip Code)

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

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

____________________

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

registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.001 par value		RYAN		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act

of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition

period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the

Exchange Act. o

Item 2.02 Results of Operations and Financial Condition.

On October 30, 2024, Ryan Specialty Holdings, Inc. (the “Company”) issued a press release announcing its results of

operations for the third quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 hereto

and is incorporated herein by reference.

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

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

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

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

set forth by specific reference in such filing.

Item 8.01 Other Events.

On October 30, 2024, the Company's board of directors (the "Board") declared a regular quarterly dividend of $0.11 per

share on the outstanding Class A common stock. The regular quarterly dividend will be payable on November 26, 2024, to

stockholders of record as of the close of business on November 12, 2024.

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 30, 2024
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, 2024	By:	/s/ Janice M. Hamilton
			Janice M. Hamilton Executive Vice President and Chief Financial Officer

RYAN SPECIALTY REPORTS THIRD QUARTER 2024 RESULTS

- Total Revenue grew 20.5% year-over-year to $604.7 million -

- Organic Revenue Growth Rate* of 11.8% year-over-year -

- Net Income of $28.6 million, or $0.09 per diluted share -

- Adjusted EBITDAC* grew 29.4% year-over-year to $190.3 million -

- Adjusted Net Income increased 31.2% year-over-year to $113.6 million, or $0.41 per diluted share -

October 30, 2024 | 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, 2024.

Third Quarter 2024 Highlights

•Revenue grew 20.5% year-over-year to $604.7 million, compared to $501.9 million in the prior-year period

•Organic Revenue Growth Rate* was 11.8% for the quarter, compared to 15.0% in the prior-year period

•Net Income increased 82.4% year-over-year to $28.6 million, compared to $15.7 million in the prior-year

period. Diluted Earnings per Share was $0.09.

•Adjusted EBITDAC* increased 29.4% to $190.3 million, compared to $147.0 million in the prior-year period

•Adjusted EBITDAC Margin* of 31.5%, compared to 29.3% in the prior-year period

•Adjusted Net Income* increased 31.2% to $113.6 million, compared to $86.6 million in the prior-year

period

•Adjusted Diluted Earnings per Share* increased 28.1% to $0.41, compared to $0.32 in the prior-year

period

•Capital return to shareholders and LLC unit holders was $19.0 million of regular dividends and distributions

“It was an excellent quarter for Ryan Specialty by all measures,” said Patrick G. Ryan, Founder and Executive

Chairman of Ryan Specialty. "We grew total revenue 20.5% led by 11.8% organic revenue growth. We

expanded Adjusted EBITDAC margin by 220 basis points year-over-year while growing Adjusted EPS by 28%.

Along with our strong results, we continued to execute our M&A strategy by closing five acquisitions through

the beginning of October. In addition, our leadership transition has been seamless, and we are thrilled to have

Tim Turner as our new CEO. I am confident that we have the right team in place to advance our winning

strategy today and over the long term.”

“We again had outstanding performance from all of our Specialties,” added Tim Turner, Chief Executive Officer

of Ryan Specialty. “Our team continues to tirelessly deliver value and develop innovative solutions for our

clients in this difficult insurance market. We are pleased to welcome new teammates from five delegated

authority businesses that have joined the Ryan Specialty family. These firms both enhance our current

offerings and expand our total addressable market. We also strengthened our balance sheet given we issued

new senior notes and upsized our credit facility, while reducing our borrowing margin. We continue to be well

positioned to deliver sustainable and differentiated growth over the long term, and to create additional value

for our shareholders.”

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Summary of Second Quarter 2024 Results

	Three Months Ended September 30,				Change				Nine Months Ended September 30,				Change
(in thousands, except percentages and per share data)	2024		2023		$		%		2024		2023		$		%
GAAP financial measures
Total revenue	$604,694		$501,938		$102,756		20.5%		$1,852,181		$1,544,686		$307,495		19.9%
Net commissions and fees	588,129		487,345		100,784		20.7		1,806,264		1,507,878		298,386		19.8
Compensation and benefits	393,249		329,212		64,037		19.5		1,180,825		989,294		191,531		19.4
General and administrative	88,684		69,288		19,396		28.0		247,518		202,595		44,923		22.2
Total operating expenses	523,217		432,121		91,096		21.1		1,533,687		1,281,942		251,745		19.6
Operating income	81,477		69,817		11,660		16.7		318,494		262,744		55,750		21.2
Net income	28,643		15,703		12,940		82.4		187,358		135,977		51,381		37.8
Net income (loss) attributable to Ryan Specialty Holdings, Inc.	17,589		(5,047)		22,636		NM		80,911		38,191		42,720		111.9
Compensation and benefits expense ratio (1)	65.0%		65.6%						63.8%		64.0%
General and administrative expense ratio (2)	14.7%		13.8%						13.4%		13.1%
Net income margin (3)	4.7%		3.1%						10.1%		8.8%
Earnings (loss) per share (4)	$0.15		$(0.04)						$0.67		$0.34
Diluted earnings (loss) per share (4)	$0.09		$(0.04)						$0.59		$0.34
Non-GAAP financial measures*
Organic revenue growth rate	11.8%		15.0%						13.3%		15.0%
Adjusted compensation and benefits expense	$343,442		$296,400		$47,042		15.9%		$1,057,424		$911,926		$145,498		16.0%
Adjusted compensation and benefits expense ratio	56.8%		59.1%						57.1%		59.0%
Adjusted general and administrative expense	$70,991		$58,560		$12,431		21.2%		$199,583		$166,606		$32,977		19.8%
Adjusted general and administrative expense ratio	11.7%		11.7%						10.8%		10.8%
Adjusted EBITDAC	$190,261		$146,978		$43,283		29.4%		$595,174		$466,154		$129,020		27.7%
Adjusted EBITDAC margin	31.5%		29.3%						32.1%		30.2%
Adjusted net income	$113,633		$86,631		$27,002		31.2%		$369,604		$282,144		$87,460		31.0%
Adjusted net income margin	18.8%		17.3%						20.0%		18.3%
Adjusted diluted earnings per share	$0.41		$0.32						$1.34		$1.04

* 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.

NM - Not Meaningful

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

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

revenue.

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

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

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Third Quarter 2024 Review*

Total revenue for the third quarter of 2024 was $604.7 million, an increase of 20.5% compared to $501.9

million in the prior-year period. This increase was primarily due to continued solid Organic revenue growth of

11.8%, driven by new client wins and expanded relationships with existing clients, coupled with continued

expansion of the E&S market, revenue from acquisitions completed within the trailing twelve months ended

September 30, 2024, changes in contingent commissions, the impact of foreign exchange rates, and increased

Fiduciary investment income. We experienced growth across the majority of our property and casualty lines.

Total operating expenses for the third quarter of 2024 were $523.2 million, a 21.1% increase compared to the

prior-year period. This increase was primarily due to an increase in Compensation and benefits expense

compared to the prior-year period resulting from higher compensation due to revenue growth and an increase

in Acquisition related long-term incentive compensation, partially offset by savings associated with

ACCELERATE 2025. General and administrative expense also increased compared to the prior-year period to

accommodate revenue growth and an increase in Acquisition related expense.

Net income for the third quarter of 2024 increased 82.4% to $28.6 million, compared to $15.7 million in the

prior-year period. The increase was due to strong revenue growth and lower Income tax expense compared to

the prior-year period, partially offset by higher Interest expense, net and higher Other non-operating loss.

Adjusted EBITDAC grew 29.4% to $190.3 million from $147.0 million in the prior-year period. Adjusted

EBITDAC margin for the quarter was 31.5%, compared to 29.3% in the prior-year period. The increase in

Adjusted EBITDAC was driven primarily by solid revenue growth, partially offset by higher Adjusted

compensation and benefits expense, as well as higher Adjusted general and administrative expense.

Adjusted net income for the third quarter of 2024 increased 31.2% to $113.6 million, compared $86.6 million

in the prior-year period. Adjusted net income margin was 18.8%, compared to 17.3% in the prior-year period.

Adjusted diluted earnings per share for the third quarter of 2024 increased 28.1% to $0.41, compared to $0.32

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 2024 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)	2024		% of total		2023		% of total		Change
Wholesale Brokerage	$346,666		59.0%		$308,872		63.4%		$37,794		12.2%
Binding Authorities	76,497		13.0		69,245		14.2		7,252		10.5
Underwriting Management	164,966		28.0		109,228		22.4		55,738		51.0
Total net commissions and fees	$588,129				$487,345				$100,784		20.7%

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	Nine Months Ended September 30,
(in thousands, except percentages)	2024		% of total		2023		% of total		Change
Wholesale Brokerage	$1,114,240		61.7%		$976,338		64.7%		$137,902		14.1%
Binding Authorities	245,762		13.6		208,547		13.8		37,215		17.8
Underwriting Management	446,262		24.7		322,993		21.4		123,269		38.2
Total Net commissions and fees	$1,806,264				$1,507,878				$298,386		19.8%

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

	Three Months Ended September 30,
(in thousands, except percentages)	2024		% of total		2023		% of total		Change
Net commissions and policy fees	$555,282		94.4%		$470,085		96.4%		$85,197		18.1%
Supplemental and contingent commissions	20,455		3.5		8,592		1.8		11,863		138.1
Loss mitigation and other fees	12,392		2.1		8,668		1.8		3,724		43.0
Total net commissions and fees	$588,129				$487,345				$100,784		20.7%

	Nine Months Ended September 30,
(in thousands, except percentages)	2024		% of total		2023		% of total		Change
Net commissions and policy fees	$1,706,781		94.5%		$1,437,239		95.3%		$269,542		18.8%
Supplemental and contingent commissions	$58,618		3.2		$46,281		3.1		12,337		26.7
Loss mitigation and other fees	$40,865		2.3		$24,358		1.6		16,507		67.8
Total net commissions and fees	$1,806,264				$1,507,878				$298,386		19.8%

Liquidity and Financial Condition

As of September 30, 2024, the Company had Cash and cash equivalents of $235.2 million and outstanding debt

principal of $2.7 billion.

Quarterly Dividend

On October 30, 2024, the Company's board of directors (the "Board") declared a regular quarterly dividend of

$0.11 per share on the outstanding Class A common stock. The regular quarterly dividend will be payable on

November 26, 2024 to stockholders of record as of the close of business on November 12, 2024. A portion of

the dividend, $0.04 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 2024 Outlook*

The Company is maintaining its full year 2024 outlook for Organic Revenue Growth Rate and Adjusted EBITDAC

Margin as follows:

•Organic Revenue Growth Rate guidance for full year 2024 is between 13.0% – 14.0%

•Adjusted EBITDAC Margin guidance for full year 2024 is between 32.0% – 32.5%

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The Company is unable to provide a comparable outlook for, or a reconciliation to, Total revenue growth rate

or Net income margin because it cannot provide a meaningful or accurate calculation or estimation of certain

reconciling items without unreasonable effort. Its inability to do so is due to the inherent difficulty in

forecasting the timing of items that have not yet occurred and quantifying certain amounts that are necessary

for such reconciliation, including variations in effective tax rate, expenses to be incurred for acquisition

activities, and other one-time or exceptional items.

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

Key Performance Indicators” below.

Conference Call Information

Ryan Specialty will host a conference call today at 5:00 PM ET to discuss these results. A live audio webcast of

the conference call will be available on the Company’s website at ryanspecialty.com in its Investors section.

The dial-in number for the conference call is [phone] (toll-free) or [phone] (international).

Please dial the number 10 minutes prior to the scheduled start time.

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

section for one year following the call.

About Ryan Specialty

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

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

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

underwriter with delegated authority from insurance carriers. Our mission is to provide industry-leading

innovative specialty insurance solutions for insurance brokers, agents, and carriers. Learn more at

ryanspecialty.com.

Forward-Looking Statements

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

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

substantial risks and uncertainties. For example, all statements the Company makes relating to its estimated

and projected costs, expenditures, cash flows, growth rates and financial results, its plans, anticipated amount

and timing of cost savings relating to the restructuring plan, or its plans and objectives for future operations,

growth initiatives, or strategies and the statements under the caption “Full Year 2024 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

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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 year prior, adjusted to eliminate revenue

attributable to acquisitions for the first twelve months of ownership, and other items such as contingent

commissions and the impact of changes in foreign exchange rates.

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

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

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

compensation expenses, as applicable. The most directly comparable GAAP financial metric is Compensation

and benefits expense.

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

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

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

expenses, as applicable. The most directly comparable GAAP financial metric is General and administrative

expense.

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

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

directly comparable GAAP financial metric is Compensation and benefits expense ratio.

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

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

directly comparable GAAP financial metric is General and administrative expense ratio.

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

expense (benefit), 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. In 2024, Acquisition-related expense includes a $4.5 million charge for the nine

months ended September 30, 2024 related to a deal-contingent foreign exchange forward contract associated

with the Castel acquisition. The remaining charges in both years represent typical one-time diligence,

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transaction-related, and integration costs. Acquisition-related long-term incentive compensation arises from

changes to long-term incentive plans associated with acquisitions. Restructuring and related expense consists

of compensation and benefits, occupancy, contractors, professional services, and license fees related to the

ACCELERATE 2025 program. The compensation and benefits expense included severance as well as

employment costs related to services rendered between the notification and termination dates and other

termination payments. See “Note 4, Restructuring” of the unaudited quarterly consolidated financial

statements for further discussion of ACCELERATE 2025. The remaining costs that preceded the restructuring

plan were associated with professional services costs related to program design and licensing costs.

Amortization and expense is composed of charges related to discontinued prepaid incentive programs. For the

three months ended September 30, 2024, Other non-operating loss was composed of $16.2 million of expense

related to a term loan modification and $0.5 million of TRA contractual interest and related expense offset by

$0.1 million of sublease income. For the three months ended September 30, 2023, Other non-operating loss

included $0.3 million of TRA contractual interest and related expense offset by $0.2 million of sublease

income. For the nine months ended September 30, 2024, Other non-operating loss consisted of $18.1 million

of expense related to term loan modifications and $0.8 million of TRA contractual interest and related expense

offset by $0.4 million of sublease income. For the nine months ended September 30, 2023, Other non-

operating loss included $0.5 million of TRA contractual interest and related charges offset by $0.4 million of

sublease income. Equity-based compensation reflects non-cash equity-based expense. For the three and nine

months ended September 30, 2024, Equity-based compensation included $4.6 million of expense associated

with the removal of equity transfer restrictions for an executive officer of the Company. Initial Public Offering

(the "IPO") related expenses include compensation-related expense primarily related to the expense for new

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

revenue less Adjusted compensation and benefits expense and Adjusted general and administrative expense is

equivalent to Adjusted EBITDAC. For a breakout of compensation and general and administrative costs for

each addback refer to the Adjusted compensation and benefits expense and Adjusted general and

administrative expense tables below. The most directly comparable GAAP financial metric to Adjusted

EBITDAC is Net income.

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

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

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

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

incentive compensation, acquisition-related expenses, costs associated with our IPO, and certain exceptional

or non-recurring items. The Company will be subject to United States federal income taxes, in addition to

state, local, and foreign taxes, with respect to its allocable share of any net taxable income of Ryan Specialty,

LLC (together with its parent New Ryan Specialty, LLC and their subsidiaries, the “LLC”). For comparability

purposes, this calculation incorporates the impact of federal and state statutory tax rates on 100% of the

Company's adjusted pre-tax income as if the Company owned 100% of Ryan Specialty, LLC. The most directly

comparable GAAP financial metric is Net income.

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

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

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

divided by diluted shares outstanding after adjusting for the effect if 100% of the outstanding LLC Common

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

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

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

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.

8

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

Year 2024 Outlook” section of this press release, the Company is unable to provide a comparable outlook for,

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

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

do so is due to the inherent difficulty in forecasting the timing of items that have not yet occurred and

quantifying certain amounts that are necessary for such reconciliation, including variations in effective tax

rate, expenses to be incurred for acquisition activities, and other one-time or exceptional items.

Contacts:

Investor Relations Nicholas Mezick Director, Investor Relations Ryan Specialty [e-mail] Phone: [phone]	Media Relations Alice Phillips Topping SVP, Chief Marketing & Communications Officer Ryan Specialty [e-mail] Phone: [phone]

9

Consolidated Statements of Income (Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except percentages and per share data)	2024		2023		2024		2023
Revenue
Net commissions and fees	$588,129		$487,345		$1,806,264		$1,507,878
Fiduciary investment income	16,565		14,593		45,917		36,808
Total revenue	$604,694		$501,938		$1,852,181		$1,544,686
Expenses
Compensation and benefits	393,249		329,212		1,180,825		989,294
General and administrative	88,684		69,288		247,518		202,595
Amortization	39,182		29,572		97,711		79,125
Depreciation	2,467		2,201		6,820		6,570
Change in contingent consideration	(365)		1,848		813		4,358
Total operating expenses	$523,217		$432,121		$1,533,687		$1,281,942
Operating income	$81,477		$69,817		$318,494		$262,744
Interest expense, net	49,388		31,491		109,916		89,840
(Income) from equity method investment in related party	(4,182)		(2,271)		(13,510)		(5,882)
Other non-operating loss	16,590		67		18,575		37
Income before income taxes	$19,681		$40,530		$203,513		$178,749
Income tax expense (benefit)	(8,962)		24,827		16,155		42,772
Net income	$28,643		$15,703		$187,358		$135,977
GAAP financial measures
Total revenue	$604,694		$501,938		$1,852,181		$1,544,686
Net commissions and fees	588,129		487,345		1,806,264		1,507,878
Compensation and benefits	393,249		329,212		1,180,825		989,294
General and administrative	88,684		69,288		247,518		202,595
Net income	28,643		15,703		187,358		135,977
Compensation and benefits expense ratio (1)	65.0%		65.6%		63.8%		64.0%
General and administrative expense ratio (2)	14.7%		13.8%		13.4%		13.1%
Net income margin (3)	4.7%		3.1%		10.1%		8.8%
Earnings (loss) per share (4)	$0.15		$(0.04)		$0.67		$0.34
Diluted earnings (loss) per share (4)	$0.09		$(0.04)		$0.59		$0.34

Non-GAAP Financial Measures (Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except percentages and per share data)	2024		2023		2024		2023
Non-GAAP financial measures*
Organic revenue growth rate	11.8%		15.0%		13.3%		15.0%
Adjusted compensation and benefits expense	$343,442		$296,400		$1,057,424		$911,926
Adjusted compensation and benefits expense ratio	56.8%		59.1%		57.1%		59.0%
Adjusted general and administrative expense	$70,991		$58,560		$199,583		$166,606
Adjusted general and administrative expense ratio	11.7%		11.7%		10.8%		10.8%
Adjusted EBITDAC	$190,261		$146,978		$595,174		$466,154
Adjusted EBITDAC margin	31.5%		29.3%		32.1%		30.2%
Adjusted net income	$113,633		$86,631		$369,604		$282,144
Adjusted net income margin	18.8%		17.3%		20.0%		18.3%
Adjusted diluted earnings per share	$0.41		$0.32		$1.34		$1.04

10

Consolidated Balance Sheets (Unaudited)

(in thousands, except share and per share data)	September 30, 2024		December 31, 2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$235,199		$838,790
Commissions and fees receivable – net	334,637		294,195
Fiduciary cash and receivables	3,357,047		3,131,660
Prepaid incentives – net	8,309		8,718
Other current assets	84,165		62,229
Total current assets	$4,019,357		$4,335,592
NON-CURRENT ASSETS
Goodwill	2,341,340		1,646,482
Customer relationships	1,283,489		572,416
Other intangible assets	69,167		38,254
Prepaid incentives – net	15,449		15,103
Equity method investment in related party	62,444		46,099
Property and equipment – net	45,703		42,427
Lease right-of-use assets	122,617		127,708
Deferred tax assets	486,432		383,816
Other non-current assets	32,505		39,312
Total non-current assets	$4,459,146		$2,911,617
TOTAL ASSETS	$8,478,503		$7,247,209
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$206,185		$136,340
Accrued compensation	325,120		419,560
Operating lease liabilities	21,489		21,369
Tax Receivable Agreement liabilities	22,721		—
Short-term debt and current portion of long-term debt	33,316		35,375
Fiduciary liabilities	3,357,047		3,131,660
Total current liabilities	$3,965,878		$3,744,304
NON-CURRENT LIABILITIES
Accrued compensation	52,261		24,917
Operating lease liabilities	148,487		154,457
Long-term debt	2,646,550		1,943,837
Tax Receivable Agreement liabilities	432,406		358,898
Deferred tax liabilities	21,162		55
Other non-current liabilities	110,227		41,097
Total non-current liabilities	$3,411,093		$2,523,261
TOTAL LIABILITIES	$7,376,971		$6,267,565
STOCKHOLDERS’ EQUITY
Class A common stock ($0.001 par value; 1,000,000,000 shares authorized, 125,096,524 and 118,593,062 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively)	125		119
Class B common stock ($0.001 par value; 1,000,000,000 shares authorized, 136,724,772 and 141,621,188 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively)	137		142
Class X common stock ($0.001 par value; 10,000,000 shares authorized, 640,784 shares issued and 0 outstanding at September 30, 2024 and December 31, 2023)	—		—
Preferred stock ($0.001 par value; 500,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2024 and December 31, 2023)	—		—
Additional paid-in capital	500,518		441,997
Retained earnings	124,973		114,420
Accumulated other comprehensive income	7,080		3,076
Total stockholders’ equity attributable to Ryan Specialty Holdings, Inc.	$632,833		$559,754
Non-controlling interests	468,699		419,890
Total stockholders’ equity	$1,101,532		$979,644
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$8,478,503		$7,247,209

11

Consolidated Statements of Cash Flows (Unaudited)

	Nine Months Ended September 30,
(in thousands)	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$187,358		$135,977
Adjustments to reconcile net income to cash flows provided by operating activities:
(Income) from equity method investment in related party	(13,510)		(5,882)
Amortization	97,711		79,125
Depreciation	6,820		6,570
Prepaid and deferred compensation expense	25,220		8,882
Non-cash equity-based compensation	61,664		54,136
Amortization of deferred debt issuance costs	21,838		9,125
Amortization of interest rate cap premium	5,216		5,216
Deferred income tax expense (benefit)	(1,959)		11,745
Deferred income tax expense from reorganization	—		20,679
Loss on Tax Receivable Agreement	646		478
Changes in operating assets and liabilities, net of acquisitions:
Commissions and fees receivable – net	21,514		3,875
Accrued interest liability	2,260		(4,293)
Other current and non-current assets	(12,826)		10,935
Other current and non-current accrued liabilities	(146,724)		(86,233)
Total cash flows provided by operating activities	$255,228		$250,335
CASH FLOWS FROM INVESTING ACTIVITIES
Business combinations – net of cash acquired and cash held in a fiduciary capacity	(1,256,732)		(366,149)
Capital expenditures	(29,705)		(16,013)
Repayments of prepaid incentives	—		228
Total cash flows used in investing activities	$(1,286,437)		$(381,934)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Senior Secured Notes	595,200		—
Borrowings on Revolving Credit Facility	850,000		—
Repayments on Revolving Credit Facility	(850,000)		—
Debt issuance costs paid	(16,771)		—
Proceeds from term debt	107,625		—
Repayment of term debt	(8,250)		(12,375)
Payment of contingent consideration	—		(4,477)
Tax distributions to non-controlling LLC Unitholders	(65,833)		(52,633)
Receipt of taxes related to net share settlement of equity awards	26,502		7,786
Taxes paid related to net share settlement of equity awards	(18,516)		(7,091)
Dividends paid to Class A common shareholders	(66,507)		—
Distributions to non-controlling LLC Unitholders	(16,754)		—
Payment of accrued return on Ryan Re preferred units	(2,047)		—
Net change in fiduciary liabilities	90,700		36,832
Total cash flows provided by (used in) financing activities	$625,349		$(31,958)
Effect of changes in foreign exchange rates on cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity	5,641		(828)
NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY	$(400,219)		$(164,385)
CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY —Beginning balance	1,756,332		1,767,385
CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY —Ending balance	$1,356,113		$1,603,000
Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity
Cash and cash equivalents	235,199		754,370
Cash and cash equivalents held in a fiduciary capacity	1,120,914		848,630
Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity	$1,356,113		$1,603,000

12

Reconciliation of Organic Revenue Growth Rate

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except percentages)	2024		2023		2024		2023
Current period Net commissions and fees revenue	$588,129		$487,345		$1,806,264		$1,507,878
Less: Current period contingent commissions	(14,842)		(4,487)		(44,741)		(30,624)
Net Commissions and fees revenue excluding contingent commissions	$573,287		$482,858		$1,761,523		$1,477,254
Prior period Net commissions and fees revenue	$487,345		$407,551		$1,507,878		$1,284,459
Less: Prior year contingent commissions	(4,487)		(3,039)		(30,624)		(24,978)
Prior period Net commissions and fees revenue excluding contingent commissions	$482,858		$404,512		$1,477,254		$1,259,481
Change in Net commissions and fees revenue excluding contingent commissions	$90,429		$78,346		$284,269		$217,773
Less: Mergers and acquisitions Net commissions and fees revenue excluding contingent commissions	(33,416)		(16,980)		(87,690)		(28,563)
Impact of change in foreign exchange rates	(196)		(739)		(521)		350
Organic revenue growth (Non-GAAP)	$56,817		$60,628		$196,058		$189,560
Net commissions and fees revenue growth rate (GAAP)	20.7%		19.6%		19.8%		17.4%
Less: Impact of contingent commissions (1)	(2.0)		(0.2)		(0.6)		(0.1)
Net commissions and fees revenue excluding contingent commissions growth rate (2)	18.7%		19.4%		19.2%		17.3%
Less: Mergers and acquisitions Net commissions and fees revenue excluding contingent commissions (3)	(6.9)		(4.2)		(5.9)		(2.3)
Impact of change in foreign exchange rates (4)	0.0		(0.2)		0.0		0.0
Organic Revenue Growth Rate (Non-GAAP)	11.8%		15.0%		13.3%		15.0%

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

excluding contingent commissions growth rate.

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

prior year net commissions and fees excluding contingent commissions.

(3)Calculated by taking the mergers and acquisitions net commissions and fees revenue excluding contingent

commissions, representing the first 12 months of net commissions and fees revenue generated from acquisitions,

divided by prior period net commissions and fees revenue excluding contingent commissions.

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

revenue excluding contingent commissions.

13

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)	2024		2023		2024		2023
Total revenue	$604,694		$501,938		$1,852,181		$1,544,686
Compensation and benefits expense	$393,249		$329,212		$1,180,825		$989,294
Acquisition-related expense	(3,785)		(1,546)		(5,171)		(3,331)
Acquisition related long-term incentive compensation	(15,775)		(550)		(17,039)		(1,702)
Restructuring and related expense	(5,693)		(11,538)		(35,676)		(13,407)
Amortization and expense related to discontinued prepaid incentives	(1,095)		(1,571)		(3,851)		(4,793)
Equity-based compensation	(17,385)		(8,280)		(39,656)		(23,106)
Initial public offering related expense	(6,074)		(9,327)		(22,008)		(31,029)
Adjusted compensation and benefits expense (1)	$343,442		$296,400		$1,057,424		$911,926
Compensation and benefits expense ratio	65.0%		65.6%		63.8%		64.0%
Adjusted compensation and benefits expense ratio	56.8%		59.1%		57.1%		59.0%

(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 September 30,				Nine Months Ended September 30,
(in thousands, except percentages)	2024		2023		2024		2023
Total revenue	$604,694		$501,938		$1,852,181		$1,544,686
General and administrative expense	$88,684		$69,288		$247,518		$202,595
Acquisition-related expense	(12,560)		(5,790)		(35,779)		(12,196)
Restructuring and related expense	(5,133)		(4,938)		(12,156)		(23,793)
Adjusted general and administrative expense (1)	$70,991		$58,560		$199,583		$166,606
General and administrative expense ratio	14.7%		13.8%		13.4%		13.1%
Adjusted general and administrative expense ratio	11.7%		11.7%		10.8%		10.8%

(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.”

14

Reconciliation of Adjusted EBITDAC to Net Income

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except percentages)	2024		2023		2024		2023
Total revenue	$604,694		$501,938		$1,852,181		$1,544,686
Net income	$28,643		$15,703		$187,358		$135,977
Interest expense, net	49,388		31,491		109,916		89,840
Income tax expense (benefit)	(8,962)		24,827		16,155		42,772
Depreciation	2,467		2,201		6,820		6,570
Amortization	39,182		29,572		97,711		79,125
Change in contingent consideration	(365)		1,848		813		4,358
EBITDAC	$110,353		$105,642		$418,773		$358,642
Acquisition-related expense	16,345		7,336		40,950		15,527
Acquisition related long-term incentive compensation	15,775		550		17,039		1,702
Restructuring and related expense	10,826		16,476		47,832		37,200
Amortization and expense related to discontinued prepaid incentives	1,095		1,571		3,851		4,793
Other non-operating loss	16,590		67		18,575		37
Equity-based compensation	17,385		8,280		39,656		23,106
IPO related expenses	6,074		9,327		22,008		31,029
(Income) from equity method investments in related party	(4,182)		(2,271)		(13,510)		(5,882)
Adjusted EBITDAC	$190,261		$146,978		$595,174		$466,154
Net income margin	4.7%		3.1%		10.1%		8.8%
Adjusted EBITDAC margin	31.5%		29.3%		32.1%		30.2%

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

Measures and Key Performance Indicators.”

15

Reconciliation of Adjusted Net Income to Net Income

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except percentages)	2024		2023		2024		2023
Total revenue	$604,694		$501,938		$1,852,181		$1,544,686
Net income	$28,643		$15,703		$187,358		$135,977
Income tax expense (benefit)	(8,962)		24,827		16,155		42,772
Amortization	39,182		29,572		97,711		79,125
Amortization of deferred debt issuance costs (1)	15,402		3,045		21,838		9,125
Change in contingent consideration	(365)		1,848		813		4,358
Acquisition-related expense	16,345		7,336		40,950		15,527
Acquisition related long-term incentive compensation	15,775		550		17,039		1,702
Restructuring and related expense	10,826		16,476		47,832		37,200
Amortization and expense related to discontinued prepaid incentives	1,095		1,571		3,851		4,793
Other non-operating loss	16,590		67		18,575		37
Equity-based compensation	17,385		8,280		39,656		23,106
IPO related expenses	6,074		9,327		22,008		31,029
(Income) from equity method investments in related party	(4,182)		(2,271)		(13,510)		(5,882)
Adjusted income before income taxes (2)	$153,808		$116,331		$500,276		$378,869
Adjusted income tax expense (3)	(40,175)		(29,700)		(130,672)		(96,725)
Adjusted net income	$113,633		$86,631		$369,604		$282,144
Net income margin	4.7%		3.1%		10.1%		8.8%
Adjusted net income margin	18.8%		17.3%		20.0%		18.3%

(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, 2024, this calculation of adjusted income tax expense is based on a federal statutory rate of 21%

and a combined state income tax rate net of federal benefits of 5.12% on 100% of our adjusted income before

income taxes as if the Company owned 100% of the LLC. For the three and nine months ended September 30,

2023, this calculation of adjusted income tax expense is based on a federal statutory rate of 21% and a combined

state income tax rate net of federal benefits of 4.53% on 100% of our adjusted income before income taxes as if

the Company owned 100% of the LLC.

16

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Earnings (loss) per share of Class A common stock – diluted	$0.09		$(0.04)		$0.59		$0.34
Less: Net income attributed to dilutive shares and substantively vested RSUs (1)	(0.03)		—		(0.29)		(0.03)
Plus: Impact of all LLC Common Units exchanged for Class A shares (2)	0.05		0.10		0.39		0.20
Plus: Adjustments to Adjusted net income (3)	0.31		0.28		0.67		0.54
Plus: Dilutive impact of unvested equity awards (4)	(0.01)		(0.02)		(0.02)		(0.01)
Adjusted diluted earnings per share	$0.41		$0.32		$1.34		$1.04
(Share count in '000)
Weighted-average shares of Class A common stock outstanding – diluted	272,686		115,872		271,283		124,884
Plus: Impact of all LLC Common Units exchanged for Class A shares (2)	—		141,690		—		142,974
Plus: Dilutive impact of unvested equity awards (4)	3,467		15,115		4,445		4,390
Adjusted diluted earnings per share diluted share count	276,153		272,677		275,728		272,248

(1)Adjustment removes the impact of Net income attributed to dilutive awards and substantively vested RSUs to

arrive at Net income attributable to Ryan Specialty Holdings, Inc. For the three months ended September 30, 2024

and 2023, this removes $8.3 million and $(0.1) million of Net income (loss), respectively, on 272.7 million and 115.9

million Weighted-average shares of Class A common stock outstanding - diluted, respectively. For the nine months

ended September 30, 2024 and 2023, this removes $78.3 million and $3.8 million of Net income, respectively, on

271.3 million and 124.9 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) and vested Class C Incentive units were exchanged

for shares of Class A common stock. For the three months ended September 30, 2024 and 2023, this includes $11.1

million and $20.8 million of Net income, respectively, on 272.7 million and 257.6 million Weighted-average shares

of Class A common stock outstanding - diluted, respectively. For the nine months ended September 30, 2024 and

2023, this includes $106.4 million and $97.8 million of Net income, respectively, on 271.3 million and 267.9 million

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

September 30, 2023, 141.7 million weighted average outstanding LLC Common Units were considered dilutive and

included in the 257.6 million Weighted-average shares of Class A common stock outstanding - diluted within

Diluted EPS. For the nine months ended September 30, 2023, 143.0 million weighted average outstanding LLC

Common Units were considered dilutive and included in the 267.9 million Weighted-average shares of Class A

common stock outstanding - diluted within Diluted EPS. 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 272.7 million and 257.6 million

Weighted-average shares of Class A common stock outstanding - diluted for the three months ended

September 30, 2024 and 2023, respectively, and on 271.3 million and 267.9 million Weighted-average shares of

Class A common stock outstanding- diluted for the nine months ended September 30, 2024 and 2023, respectively.

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

income, the dilutive effect of unvested equity awards is calculated using the treasury stock method as if the

weighted-average unrecognized cost associated with the awards was $0 over the period, less any unvested equity

awards determined to be dilutive within the Diluted EPS calculation disclosed in “Note 10, Earnings Per Share” of

the unaudited quarterly consolidated financial statements. For the three months ended September 30, 2024 and

2023, 3.5 million and 15.1 million shares were added to the calculation, respectively. For the nine months ended

September 30, 2024 and 2023, 4.4 million shares were added to the calculation.

Cover	Oct. 30, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 30, 2024
Entity Registrant Name	RYAN SPECIALTY HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40645
Entity Tax Identification Number	86-2526344
Entity Address, Address Line One	155 North Wacker Drive
Entity Address, Address Line Two	Suite 4000
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60606
City Area Code	312
Local Phone Number	784-6001
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.001 par value
Trading Symbol	YAN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001849253

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