RYAN - Ryan Specialty Reports Third Quarter 2025 Results

- Total Revenue grew 24.8% year-over-year to $754.6 million -

- Organic Revenue Growth Rate* of 15.0% year-over-year -

- Net Income of $62.6 million, or $0.20 per diluted share -

- Adjusted EBITDAC* grew 23.8% year-over-year to $235.5 million -

- Adjusted Net Income increased 15.9% year-over-year to $131.7 million -

- Adjusted Diluted Earnings Per Share grew 14.6% or $0.47 per diluted share -

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, 2025.

Third Quarter 2025 Highlights

• Revenue grew 24.8% year-over-year to $754.6 million, compared to $604.7 million in the prior-year period
• Organic Revenue Growth Rate* was 15.0% for the quarter, compared to 11.8% in the prior-year period
• Net Income increased 118.6% year-over-year to $62.6 million, compared to $28.6 million in the prior-year period. Diluted Earnings Per Share was $0.20
• Adjusted EBITDAC* increased 23.8% to $235.5 million, compared to $190.3 million in the prior-year period
• Adjusted EBITDAC Margin* of 31.2%, compared to 31.5% in the prior-year period
• Adjusted Net Income* increased 15.9% to $131.7 million, compared to $113.6 million in the prior-year period
• Adjusted Diluted Earnings Per Share* increased 14.6% to $0.47, compared to $0.41 in the prior-year period
• Capital return to stockholders and LLC unit holders was $22.1 million of regular dividends and distributions

“It was a strong quarter for Ryan Specialty, demonstrating the strength and resilience of our firm throughout a challenging insurance and macro environment,” said Patrick G. Ryan, Founder and Executive Chairman of Ryan Specialty. “We grew total revenue 25%, supported by strong organic growth of 15%, and another quarter of excellent contributions from our recent M&A transactions. We grew Adjusted EBITDAC 23.8% and Adjusted Diluted EPS by 14.6%. I am especially proud of what we’ve achieved while making substantial strategic investments during the quarter to capitalize on excellent opportunities to add broking and underwriting talent to our world-class team, as well as making continued investments in technology. We are well positioned to strengthen our position as an international leader in the specialty lines industry for years to come.”

“Our team’s relentless execution this quarter underscores the power of our platform, the depth of our expertise, and our unwavering commitment to serving our clients and trading partners,” added Timothy W. Turner, Chief Executive Officer of Ryan Specialty. “We are navigating this challenging and transitioning market with confidence, driven by our diverse product offerings, durable business model, and a culture that continues to attract talented professionals. The runway ahead of us is significant, and we remain focused on delivering industry-leading organic growth and long-term value for our shareholders.”

Summary of Third Quarter 2025 Results

Third Quarter 2025 Review*

Total revenue for the third quarter of 2025 was $754.6 million, an increase of 24.8% compared to $604.7 million in the prior-year period. This increase was primarily due to continued organic revenue growth of 15.0%, driven by new client wins and expanded relationships with existing clients, coupled with continued expansion of the specialty and E&S markets, revenue from acquisitions completed within the trailing twelve months ended September 30, 2025, changes in contingent commissions, and the impact of foreign exchange rates. We experienced growth across the majority of our casualty lines and modest growth in property lines across all three specialties.

Total operating expenses for the third quarter of 2025 were $643.8 million, a 23.0% increase compared to $523.2 million in the prior-year period. This increase was primarily due to higher Compensation and benefits expenses compared to the prior-year period resulting from higher compensation due to growth in headcount and revenue, partially offset by a decrease in Restructuring and related expenses due to the completion of the ACCELERATE 2025 program, lower Equity-based compensation, and lower Acquisition related long-term incentive compensation. General and administrative expense also increased compared to the prior-year period due to an increase in professional services and IT charges associated with ongoing technology and data initiatives as well as costs directly linked to revenue growth, recruiter fees, and higher expenses to accommodate both organic and inorganic revenue growth, partially offset by lower Restructuring and related expenses due to the completion of the ACCELERATE 2025 program.

Net income for the third quarter of 2025 increased 118.6% to $62.6 million, compared to $28.6 million in the prior-year period. The increase was due to strong revenue growth, Other non-operating income compared to a loss in the prior-year period, partially offset by higher Total operating expenses, higher Interest expense, net, and a lower Income tax benefit compared to the prior-year period.

Adjusted EBITDAC grew 23.8% to $235.5 million from $190.3 million in the prior-year period. Adjusted EBITDAC margin for the quarter was 31.2%, compared to 31.5% in the prior-year period. The increase in Adjusted EBITDAC was driven primarily by strong revenue growth, partially offset by higher Adjusted compensation and benefits expense, as well as higher Adjusted general and administrative expense.

Adjusted net income for the third quarter of 2025 increased 15.9% to $131.7 million, compared to $113.6 million in the prior-year period. Adjusted net income margin was 17.5%, compared to 18.8% in the prior-year period. Adjusted diluted earnings per share for the third quarter of 2025 increased 14.6% to $0.47, compared to $0.41 in the prior-year period.

Third Quarter 2025 Net Commissions and Fees by Specialty and Revenue by Type

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

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

Liquidity and Financial Condition

As of September 30, 2025, the Company had Cash and cash equivalents of $153.5 million and outstanding debt principal of $3.4 billion.

Quarterly Dividend

On October 30, 2025, the Company’s board of directors declared a regular quarterly dividend of $0.12 per share on the outstanding Class A common stock. The regular quarterly dividend will be payable on November 25, 2025, to stockholders of record as of the close of business on November 11, 2025. A portion of the dividend, $0.05 per share, will be funded by free cash flow from Ryan Specialty, LLC and will be paid to all holders of the Company’s Class A common stock and the holders of the LLC Common Units (as defined below).

Full Year 2025 Guidance*

The Company is updating its full year 2025 guidance for Organic Revenue Growth Rate and Adjusted EBITDAC Margin as follows:

• We are guiding to an Organic Revenue Growth Rate of double digits for the full year 2025.

• We are guiding to an Adjusted EBITDAC Margin of flat to modestly down for the full year 2025, as compared to the prior year.

The Company has revised the manner in which it is presenting its guidance in response to, among other factors, a significantly increased and unpredictable opportunity to hire broking and underwriting talent and to make other investments in its business, which the Company anticipates will persist for at least the near term and will impact Adjusted EBITDAC Margin. In addition, the revised presentation more closely aligns with common industry practices for guidance.

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.

Conference Call Information

Ryan Specialty will hold a conference call to discuss the financial results at 4:45pm Eastern Time on October 30, 2025. Interested parties may access the conference call through the live webcast, which can be accessed at https://ryan-specialty-q3-2025-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 2025 Outlook” are forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and variations of such words and similar expressions are intended to identify such forward-looking statements. All forward-looking statements are subject to risks and uncertainties, known and unknown, that may cause actual results to differ materially from those that the Company expected. Specific factors that could cause such a difference include, but are not limited to, those disclosed previously in the Company’s filings with the Securities and Exchange Commission (“SEC”).

For more detail on the risk factors that may affect the Company’s results, see the section entitled “Risk Factors” in our most recent annual report on Form 10-K filed with the SEC, and in other documents filed with, or furnished to, the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Given these factors, as well as other variables that may affect the Company’s operating results, you are cautioned not to place undue reliance on these forward-looking statements, not to assume that past financial performance will be a reliable indicator of future performance, and not to use historical trends to anticipate results or trends in future periods. The forward-looking statements included in 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 expense included 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, 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, occupancy, contractors, professional services, and license fees related to the ACCELERATE 2025 program, which concluded at the end of 2024. 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. Amortization and expense is composed of charges related to discontinued prepaid incentive programs. For the three months ended September 30, 2025, Other non-operating loss (income) consisted of $0.3 million of forfeitures of vested equity awards, $0.2 million of seller reimbursement of acquisition-related retention incentives, $0.2 million of sublease income offset by $0.4 million of TRA contractual interest and related charges. For the three months ended September 30, 2024, Other non-operating loss (income) consisted of $16.2 million of term loan modification expense and $0.5 million of TRA contractual interest and related charges offset by $0.1 million of sublease income. For the nine months ended September 30, 2025, Other non-operating loss (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. For the nine months ended September 30, 2024, Other non-operating loss (income) consisted of $18.1 million of expense related to term loan modifications and $0.8 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. 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.

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

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

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

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

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

The summary unaudited consolidated financial data presented for the twelve months ended September 30, 2025, was derived by adding the consolidated financial data of the Company for the twelve months ended December 31, 2024, to the consolidated financial data of the Company for the nine months ended September 30, 2025, and subtracting the consolidated financial data of the Company for the nine months ended September 30, 2024. The summary unaudited consolidated financial data for the twelve months ended September 30, 2025, 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 2025 Outlook” section of this press release, the Company is unable to provide a comparable outlook for, or a reconciliation to, Total revenue growth rate or Net income margin because it cannot provide a meaningful or accurate calculation or estimation of certain reconciling items without unreasonable effort. Its inability to do so is due to the inherent difficulty in forecasting the timing of items that have not yet occurred and quantifying certain amounts that are necessary for such reconciliation, including variations in effective tax rate, expenses to be incurred for acquisition activities, and other one-time or exceptional items.

Consolidated Statements of Income (Unaudited)

Non-GAAP Financial Measures (Unaudited)

Consolidated Balance Sheets (Unaudited)

Consolidated Statements of Cash Flows (Unaudited)