Form 8-K

8-K — RYAN SPECIALTY HOLDINGS, INC.

Accession: 0001849253-26-000034

Filed: 2026-07-30

Period: 2026-07-30

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-20260730.htm (Primary)

EX-99.1 (ryan-20260630xex991.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

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ryan-20260730

FALSE000184925300018492532026-07-302026-07-30

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): July 30, 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 July 30, 2026, Ryan Specialty Holdings, Inc. (the “Company”) issued a press release announcing its results of

operations for the second quarter ended June 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 July 30, 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 August 25, 2026, to

stockholders of record as of the close of business on August 11, 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 July 30, 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:

July 30, 2026

By:

/s/ Janice M. Hamilton

Janice M. Hamilton

Executive Vice President and Chief Financial Officer

EX-99.1

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RYAN-2026.06.30-EX 99.1

RYAN SPECIALTY REPORTS SECOND QUARTER 2026 RESULTS

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

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

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

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

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

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

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

million of dividends and distributions -

July 30, 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 second quarter ended June 30, 2026.

Second Quarter 2026 Highlights

•Revenue grew 7.2% year-over-year to $916.6 million, compared to $855.2 million in the prior-year period

•Organic Revenue Growth Rate* was 6.7% for the quarter, compared to 7.1% in the prior-year period

•Net Income decreased 13.1% year-over-year to $108.4 million, compared to $124.7 million in the prior-year

period. Diluted Earnings Per Share was $0.33

•Adjusted EBITDAC* increased 6.0% to $326.9 million, compared to $308.4 million in the prior-year period

•Adjusted EBITDAC Margin* of 35.7%, compared to 36.1% in the prior-year period

•Adjusted Net Income* increased 7.6% to $198.7 million, compared to $184.7 million in the prior-year period

•Adjusted Diluted Earnings Per Share* increased 12.1% to $0.74, compared to $0.66 in the prior-year period

•Returned approximately $284.5 million to shareholders through $260.0 million of Class A common stock

repurchases, representing 8.1 million shares, and $24.5 million in dividends and distributions

“We are proud of our excellent second quarter performance, especially given the very challenging environment, as

we continue to deliver for our clients and carrier trading partners," said Patrick G. Ryan, Founder and Executive

Chairman of Ryan Specialty. "We grew total revenue 7.2%, driven primarily by organic growth of 6.7%. We grew

Adjusted EBITDAC by 6.0% and Adjusted Diluted EPS by 12.1%. These results speak to the exceptional efforts of our

brokers and underwriters, and to the differentiated, scalable platform we've built - one we believe is exceedingly

difficult to replicate. Our consistent ability to anticipate specialty insurance needs and deliver unique, innovative

solutions has positioned us with one of the broadest and most diverse product portfolios in the industry, spanning

wholesale brokerage, delegated authority, reinsurance, benefits and alternative capital solutions.

We also continued to return capital to shareholders through our dividend, repurchasing shares worth $260 million

during the quarter, and expanding our repurchase authorization by an additional $300 million. As we move through

the back half of the year, we remain confident that our platform, our talent, and our culture will continue to fuel

durable, industry-leading growth, attractive margins, and further enhance our position as a leader in specialty

insurance for years to come.”

“It was another standout quarter for Ryan Specialty as we continued to focus on delivering for our clients," added

Timothy W. Turner, Chief Executive Officer of Ryan Specialty. "Positioned at the top of both specialty distribution

and underwriting, the platform we've built over the past 16 years enables us to anticipate, identify, and meet the

most pressing needs of our clients, even in the most challenging environments. Propelled by incredible talent and

deep client and carrier relationships, and enhanced by our ongoing investments in technology, AI, and data that will

extend our moat, we are confident these advantages will continue to compound, driving durable, long-term value

for our shareholders."

Summary of Second Quarter 2026 Results

Three Months Ended

June 30,

Change

Six Months Ended

June 30,

Change

(in thousands, except percentages

and per share data)

2026

2025

2026

2025

GAAP financial measures

Total revenue

$916,647

$855,170

$61,477

7.2%

$1,711,876

$1,545,336

$166,540

10.8%

Net commissions and fees

902,728

840,857

61,871

7.4

1,685,631

1,516,985

168,646

11.1

Compensation and benefits

531,617

485,272

46,345

9.6

1,026,793

915,561

111,232

12.1

General and administrative

118,643

107,049

11,594

10.8

227,404

213,109

14,295

6.7

Total operating expenses

736,331

664,118

72,213

10.9

1,436,964

1,254,049

182,915

14.6

Operating income

180,316

191,052

(10,736)

(5.6)

274,912

291,287

(16,375)

(5.6)

Net income

108,381

124,705

(16,324)

(13.1)

148,978

120,316

28,662

23.8

Net income attributable to Ryan

Specialty Holdings, Inc.

42,315

51,976

(9,661)

(18.6)

59,961

24,334

35,627

146.4

Compensation and benefits

expense ratio (1)

58.0 %

56.7 %

60.0 %

59.2 %

General and administrative

expense ratio (2)

12.9 %

12.5 %

13.3 %

13.8 %

Net income margin (3)

11.8 %

14.6 %

8.7 %

7.8 %

Earnings per share (4)

$0.34

$0.41

$0.47

$0.19

Diluted earnings per share (4)

$0.33

$0.38

$0.45

$0.18

Non-GAAP financial measures*

Organic revenue growth rate

6.7 %

7.1 %

8.9 %

9.6 %

Adjusted compensation and

benefits expense

$494,946

$453,414

$41,532

9.2 %

$956,778

$850,842

$105,936

12.5 %

Adjusted compensation and

benefits expense ratio

54.0 %

53.0 %

55.9 %

55.1 %

Adjusted general and

administrative expense

$94,797

$93,350

$1,447

1.6 %

$196,162

$185,587

$10,575

5.7 %

Adjusted general and

administrative expense ratio

10.3 %

10.9 %

11.5 %

12.0 %

Adjusted EBITDAC

$326,904

$308,406

$18,498

6.0 %

$558,937

$508,907

$50,030

9.8 %

Adjusted EBITDAC margin

35.7 %

36.1 %

32.7 %

32.9 %

Adjusted net income

$198,731

$184,682

$14,049

7.6 %

$329,460

$292,521

$36,939

12.6 %

Adjusted net income margin

21.7 %

21.6 %

19.2 %

18.9 %

Adjusted diluted earnings per

$0.74

$0.66

$0.08

12.1 %

$1.22

$1.05

$0.17

16.2 %

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

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

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

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

Measures and Key Performance Indicators” below.

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

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

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

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

Second Quarter 2026 Review*

Total revenue for the second quarter of 2026 was $916.6 million, an increase of 7.2% compared to $855.2 million in

the prior-year period. This increase was primarily due to continued organic revenue growth of 6.7%, driven by new

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

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

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

moderate decline in our property portfolio.

Total operating expenses for the second quarter of 2026 were $736.3 million, a 10.9% increase compared to $664.1

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

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

Empower Program, partially offset by a decrease in Acquisition related long-term incentive compensation related to

the decline in acquisition activity compared to the prior period. General and administrative expense also increased

compared to the prior-year period due to an increase in costs directly linked to revenue growth and an increase in

Restructuring and related expense due to the Empower Program, partially offset by lower Acquisition-related

expenses. Change in contingent consideration also increased compared to the prior-year period.

Net income for the second quarter of 2026 decreased 13.1% to $108.4 million, compared to $124.7 million in the

prior-year period, primarily driven by an increase in Total operating expenses and a higher Income tax expense,

partially offset by strong revenue growth.

Adjusted EBITDAC grew 6.0% to $326.9 million from $308.4 million in the prior-year period. Adjusted EBITDAC

margin for the quarter was 35.7%, compared to 36.1% in the prior-year period. The increase in Adjusted EBITDAC

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

expense and Adjusted general and administrative expense.

Adjusted net income for the second quarter of 2026 increased 7.6% to $198.7 million, compared to $184.7 million in

the prior-year period. Adjusted net income margin was 21.7%, compared to 21.6% in the prior-year period. Adjusted

diluted earnings per share for the second quarter of 2026 increased 12.1% to $0.74, compared to $0.66 in the prior-

year period.

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

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

Indicators” below.

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

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

Three Months Ended June 30,

(in thousands, except percentages)

2026

% of

total

2025

% of

total

Change

Wholesale Brokerage

$498,802

55.3%

$477,165

56.7%

$21,637

4.5%

Binding Authority

100,170

11.1

94,524

11.2

5,646

6.0

Underwriting Management

303,756

33.6

269,168

32.1

34,588

12.8

Total Net commissions and fees

$902,728

$840,857

$61,871

7.4%

Six Months Ended June 30,

(in thousands, except percentages)

2026

% of

total

2025

% of

total

Change

Wholesale Brokerage

$876,598

52.0%

$837,953

55.2%

$38,645

4.6%

Binding Authority

210,170

12.5

196,474

13.0

13,696

7.0

Underwriting Management

598,863

35.5

482,558

31.8

116,305

24.1

Total Net commissions and fees

$1,685,631

$1,516,985

$168,646

11.1%

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

Three Months Ended June 30,

(in thousands, except percentages)

2026

% of

total

2025

% of

total

Change

Net commissions and policy fees

$852,385

94.4%

$787,074

93.6%

$65,311

8.3%

Supplemental and contingent

commissions

32,168

3.6

35,630

4.2

(3,462)

(9.7)

Loss mitigation and other fees

18,175

2.0

18,153

2.2

0.1

Total Net commissions and fees

$902,728

$840,857

$61,871

7.4%

Six Months Ended June 30,

(in thousands, except percentages)

2026

% of

total

2025

% of

total

Change

Net commissions and policy fees

$1,569,937

93.1%

$1,411,040

93.0%

$158,897

11.3%

Supplemental and contingent

commissions

81,285

4.8

73,403

4.8

7,882

10.7

Loss mitigation and other fees

34,409

2.1

32,542

2.2

1,867

5.7

Total Net commissions and fees

$1,685,631

$1,516,985

$168,646

11.1%

Liquidity and Financial Condition

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

$3.6 billion.

Capital Return

In the second quarter, the Company returned approximately $284.5 million to shareholders through $260.0 million

of Class A common stock repurchases, representing 8.1 million shares, and $24.5 million in dividends and

distributions. As of June 30, 2026, the Company had $300.0 million of remaining authorization under its share

repurchase program.

Additionally, on July 30, 2026, the Company’s board of directors declared a quarterly dividend of $0.13 per share on

the outstanding Class A common stock. The quarterly dividend will be payable on August 25, 2026, to stockholders

of record as of the close of business on August 11, 2026. A portion of the dividend, $0.06 per share, will be funded

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

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

Full Year 2026 Guidance*

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

2026 guidance for Adjusted EBITDAC Margin as follows:

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

•We are guiding to an Adjusted EBITDAC Margin that is down 50 - 100 basis points for 2026, as compared to

the prior year

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

Performance Indicators” below.

Conference Call Information

Ryan Specialty will hold a conference call to discuss the financial results at 4:45pm Eastern Time on July 30, 2026.

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

specialty-q2-2026-earnings-call.open-exchange.net/registration or by visiting the Company’s Investor Relations

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

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

for one year following the call.

About Ryan Specialty

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

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

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

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

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

Forward-Looking Statements

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

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

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

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

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

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

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

and variations of such words and similar expressions are intended to identify such forward-looking statements. All

forward-looking statements are subject to risks and uncertainties, known and unknown, that may cause actual

results to differ materially from those that the Company expected. Specific factors that could cause such a difference

include, but are not limited to, those disclosed previously in the Company’s filings with the Securities and Exchange

Commission (“SEC”).

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

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

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

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

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

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

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

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

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

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

future events, changes in assumptions, or otherwise.

Non-GAAP Financial Measures and Key Performance Indicators

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

exchange rates.

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

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

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

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

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

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

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

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

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

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

GAAP financial metric is Compensation and benefits expense ratio.

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

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

GAAP financial metric is General and administrative expense ratio.

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

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

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

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

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

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

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

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

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

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

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

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

other termination payments. The compensation and benefits expense includes severance as well as employment

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

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

months ended June 30, 2026, Other non-operating loss (income) consisted of $0.1 million of sublease income, $0.1

million of proceeds from the sale of a small non-subscription workers compensation book of business, $0.1 million of

forfeitures of vested equity awards, and de minimis seller reimbursement of acquisition-related retention incentives

offset by $0.4 million of TRA contractual interest and related charges. For the three months ended June 30, 2025,

Other non-operating loss (income) consisted of $0.4 million of TRA contractual interest and related charges offset by

$0.2 million of sublease income. For the six months ended June 30, 2026, Other non-operating loss (income)

consisted of $0.6 million of forfeitures of vested equity awards, $0.3 million of sublease income, $0.1 million of

proceeds from the sale of a small non-subscription workers compensation book of business, and $0.1 million of

seller reimbursement of acquisition-related retention incentives offset by $0.4 million of TRA contractual interest

and related charges. For the six months ended June 30, 2025, Other non-operating loss (income) consisted of $0.3

million of seller reimbursement of acquisition-related retention incentives and $0.3 million of sublease income offset

by $0.4 million of TRA contractual interest and related charges. Equity-based compensation reflects non-cash equity-

based expense. IPO related expenses consist of compensation-related expense primarily related to the expense for

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

share.

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

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

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

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

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

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

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

derived by adding the consolidated financial data of the Company for the twelve months ended December 31, 2025,

to the consolidated financial data of the Company for the six months ended June 30, 2026, and subtracting the

consolidated financial data of the Company for the six months ended June 30, 2025. The summary unaudited

consolidated financial data for the twelve months ended June 30, 2026, has been prepared for illustrative purposes

only and is not necessarily representative of our results of operations for any future period or our financial condition

at any future date.

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

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

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

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

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

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

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

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

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

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 June 30,

Six Months Ended June 30,

(in thousands, except percentages and per share data)

2026

2025

2026

2025

Revenue

Net commissions and fees

$902,728

$840,857

$1,685,631

$1,516,985

Fiduciary investment income

13,919

14,313

26,245

28,351

Total revenue

$916,647

$855,170

$1,711,876

$1,545,336

Expenses

Compensation and benefits

531,617

485,272

1,026,793

915,561

General and administrative

118,643

107,049

227,404

213,109

Amortization

64,387

69,668

129,727

134,653

Depreciation

4,133

2,888

8,195

5,527

Change in contingent consideration

17,551

(759)

44,845

(14,801)

Total operating expenses

$736,331

$664,118

$1,436,964

$1,254,049

Operating income

$180,316

$191,052

$274,912

$291,287

Interest expense, net

56,649

58,334

110,382

112,842

Income from equity method investments

(7,039)

(5,156)

(12,570)

(10,093)

Other non-operating loss (income)

(25)

143

(736)

(234)

Income before income taxes

$130,731

$137,731

$177,836

$188,772

Income tax expense

22,350

13,026

28,858

68,456

Net income

$108,381

$124,705

$148,978

$120,316

GAAP financial measures

Total revenue

$916,647

$855,170

$1,711,876

$1,545,336

Net commissions and fees

902,728

840,857

1,685,631

1,516,985

Compensation and benefits

531,617

485,272

1,026,793

915,561

General and administrative

118,643

107,049

227,404

213,109

Net income

108,381

124,705

148,978

120,316

Compensation and benefits expense ratio (1)

58.0 %

56.7 %

60.0 %

59.2 %

General and administrative expense ratio (2)

12.9 %

12.5 %

13.3 %

13.8 %

Net income margin (3)

11.8 %

14.6 %

8.7 %

7.8 %

Earnings per share (4)

$0.34

$0.41

$0.47

$0.19

Diluted earnings per share (4)

$0.33

$0.38

$0.45

$0.18

Non-GAAP Financial Measures (Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands, except percentages and per share data)

2026

2025

2026

2025

Non-GAAP financial measures*

Organic revenue growth rate

6.7 %

7.1 %

8.9 %

9.6 %

Adjusted compensation and benefits expense

$494,946

$453,414

$956,778

$850,842

Adjusted compensation and benefits expense ratio

54.0 %

53.0 %

55.9 %

55.1 %

Adjusted general and administrative expense

$94,797

$93,350

$196,162

$185,587

Adjusted general and administrative expense ratio

10.3 %

10.9 %

11.5 %

12.0 %

Adjusted EBITDAC

$326,904

$308,406

$558,937

$508,907

Adjusted EBITDAC margin

35.7 %

36.1 %

32.7 %

32.9 %

Adjusted net income

$198,731

$184,682

$329,460

$292,521

Adjusted net income margin

21.7 %

21.6 %

19.2 %

18.9 %

Adjusted diluted earnings per share

$0.74

$0.66

$1.22

$1.05

Consolidated Balance Sheets (Unaudited)

(in thousands, except share and per share data)

June 30, 2026

December 31, 2025

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$140,119

$158,322

Commissions and fees receivable – net

697,564

488,951

Fiduciary cash and receivables

5,709,568

4,298,920

Prepaid incentives – net

15,560

13,550

Other current assets

79,758

100,437

Total current assets

$6,642,569

$5,060,180

NON-CURRENT ASSETS

Goodwill

3,215,684

3,225,021

Customer relationships

1,373,379

1,496,885

Other intangible assets

127,132

119,621

Prepaid incentives – net

27,968

27,849

Equity method investments

121,680

109,982

Property and equipment – net

64,554

69,461

Lease right-of-use assets

126,931

130,480

Deferred tax assets

256,595

310,138

Other non-current assets

10,143

14,554

Total non-current assets

$5,324,066

$5,503,991

TOTAL ASSETS

$11,966,635

$10,564,171

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable and accrued liabilities

$340,815

$284,403

Accrued compensation

484,505

519,251

Operating lease liabilities

27,906

25,987

Tax Receivable Agreement liabilities

30,343

—

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

62,466

60,187

Fiduciary liabilities

5,709,568

4,298,920

Total current liabilities

$6,655,603

$5,188,748

NON-CURRENT LIABILITIES

Accrued compensation

82,658

70,096

Operating lease liabilities

146,505

153,089

Long-term debt

3,570,689

3,291,462

Tax Receivable Agreement liabilities

433,317

458,997

Deferred tax liabilities

45,624

49,834

Other non-current liabilities

16,094

97,894

Total non-current liabilities

$4,294,887

$4,121,372

TOTAL LIABILITIES

$10,950,490

$9,310,120

STOCKHOLDERS’ EQUITY

Class A common stock ($0.001 par value; 1,000,000,000 shares authorized, 121,430,732 and

129,603,426 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively)

121

130

Class B common stock ($0.001 par value; 984,502,112 shares authorized and 134,111,822 shares

issued and outstanding at June 30, 2026; 1,000,000,000 shares authorized and 134,508,885 shares

issued and outstanding at December 31, 2025)

134

135

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

at June 30, 2026, and December 31, 2025)

—

Additional paid-in capital

355,762

513,610

Retained earnings

145,333

120,353

Accumulated other comprehensive income

8,064

13,845

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

$509,414

$648,073

Non-controlling interests

506,731

605,978

Total stockholders’ equity

$1,016,145

$1,254,051

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$11,966,635

$10,564,171

Consolidated Statements of Cash Flows (Unaudited)

Six Months Ended

June 30,

(in thousands)

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES

Net income

$148,978

$120,316

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

Income from equity method investments

(12,570)

(10,093)

Amortization

129,727

134,653

Depreciation

8,195

5,527

Prepaid and deferred compensation expense

18,358

23,418

Non-cash equity-based compensation

38,740

39,798

Amortization of deferred debt issuance costs

4,856

4,760

Amortization of interest rate cap premium

—

3,477

Deferred income tax expense

20,285

9,502

Deferred income tax expense from common control reorganization

—

47,978

Loss on Tax Receivable Agreement

380

356

Impairment of internally-developed software

11,982

—

Changes in operating assets and liabilities, net of acquisitions:

Commissions and fees receivable – net

(210,425)

(98,353)

Accrued interest liability

358

9,771

Other current and non-current assets

21,402

36,646

Other current and non-current liabilities

(54,648)

(116,996)

Total cash flows provided by operating activities

$125,618

$210,760

CASH FLOWS FROM INVESTING ACTIVITIES

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

—

(565,133)

Capital expenditures

(30,432)

(36,546)

Equity method investment in VSIC

—

(16,637)

Asset acquisitions

(1,556)

(664)

Total cash flows used in investing activities

$(31,988)

$(618,980)

CASH FLOWS FROM FINANCING ACTIVITIES

Borrowings on Revolving Credit Facility

895,574

680,536

Repayments on Revolving Credit Facility

(610,882)

(492,788)

Debt issuance costs paid

—

(2,889)

Repayment of term debt

(8,500)

Receipt of contingently returnable consideration

3,140

1,927

Payment of contingent consideration

(21,960)

(29,252)

Tax distributions to non-controlling LLC Unitholders

(17,953)

(34,814)

Receipt of taxes related to net share settlement of equity awards

7,589

12,791

Taxes paid related to net share settlement of equity awards

(7,322)

(14,688)

Class A common stock dividends and Dividend Equivalents paid

(33,741)

(30,510)

Distributions and Declared Distributions paid to non-controlling LLC Unitholders

(16,153)

(13,580)

Repurchases of Class A common stock

(300,182)

—

Payments related to Ryan Re preferred units

—

(167)

Net change in fiduciary liabilities

200,640

166,304

Total cash flows provided by financing activities

$90,250

$234,370

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

equivalents held in a fiduciary capacity

(5,465)

11,807

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

FIDUCIARY CAPACITY

$178,415

$(162,043)

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

—Beginning balance

1,584,470

1,680,805

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

—Ending balance

$1,762,885

$1,518,762

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

capacity

Cash and cash equivalents

$140,119

$172,589

Cash and cash equivalents held in a fiduciary capacity

1,622,766

1,346,173

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

$1,762,885

$1,518,762

Reconciliation of Organic Revenue Growth Rate

Three Months Ended

June 30,

Six Months Ended

June 30,

(in thousands, except percentages)

2026

2025

2026

2025

Current period Net commissions and fees revenue

$902,728

$840,857

$1,685,631

$1,516,985

Less: Current period contingent commissions

(24,149)

(27,392)

(66,522)

(57,854)

Less: Revenue attributable to sold businesses

(79)

(144)

(92)

(290)

Net commissions and fees revenue excluding contingent

commissions

$878,500

$813,321

$1,619,017

$1,458,841

Prior period Net commissions and fees revenue

$840,857

$680,248

$1,516,985

$1,218,135

Less: Prior year contingent commissions

(27,392)

(5,396)

(57,854)

(29,899)

Less: Revenue attributable to sold businesses

(524)

(581)

(1,181)

(1,120)

Prior period Net commissions and fees revenue excluding

contingent commissions

$812,941

$674,270

$1,457,950

$1,187,116

Change in Net commissions and fees revenue excluding

contingent commissions

$65,559

$139,051

$161,067

$271,725

Less: Mergers and acquisitions Net commissions and fees

revenue excluding contingent commissions

(11,430)

(89,419)

(26,675)

(156,597)

Impact of change in foreign exchange rates

(389)

(1,203)

(4,238)

(952)

Organic revenue growth (Non-GAAP)

$53,740

$48,429

$130,154

$114,176

Net commissions and fees revenue growth rate (GAAP)

7.4 %

23.6 %

11.1 %

24.5 %

Less: Impact of contingent commissions (1)

0.7

(3.0)

(0.1)

(1.6)

Net commissions and fees revenue excluding contingent

commissions growth rate (2)

8.1 %

20.6 %

11.0 %

22.9 %

Less: Mergers and acquisitions Net commissions and fees

revenue excluding contingent commissions (3)

(1.4)

(13.3)

(1.8)

(13.2)

Impact of change in foreign exchange rates (4)

—

(0.2)

(0.3)

(0.1)

Organic Revenue Growth Rate (Non-GAAP)

6.7 %

7.1 %

8.9 %

9.6 %

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

excluding contingent commissions growth rate and revenue from sold businesses.

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

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

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

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

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

sold businesses.

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

revenue excluding contingent commissions and revenue from sold businesses.

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

Three Months Ended

June 30,

Six Months Ended

June 30,

(in thousands, except percentages)

2026

2025

2026

2025

Total revenue

$916,647

$855,170

$1,711,876

$1,545,336

Compensation and benefits expense

$531,617

$485,272

$1,026,793

$915,561

Acquisition-related expense

(1,849)

(1,484)

(5,260)

(4,963)

Acquisition related long-term incentive compensation

(1,107)

(9,321)

(10,394)

(17,652)

Restructuring and related expense

(11,634)

—

(14,099)

—

Amortization and expense related to discontinued prepaid

incentives

(692)

(1,128)

(1,522)

(2,306)

Equity-based compensation

(18,411)

(14,853)

(32,720)

(29,422)

Initial public offering related expense

(2,978)

(5,072)

(6,020)

(10,376)

Adjusted compensation and benefits expense (1)

$494,946

$453,414

$956,778

$850,842

Compensation and benefits expense ratio

58.0%

56.7%

60.0%

59.2%

Adjusted compensation and benefits expense ratio

54.0%

53.0%

55.9%

55.1%

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

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

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

Three Months Ended

June 30,

Six Months Ended

June 30,

(in thousands, except percentages)

2026

2025

2026

2025

Total revenue

$916,647

$855,170

$1,711,876

$1,545,336

General and administrative expense

$118,643

$107,049

$227,404

$213,109

Acquisition-related expense

(2,054)

(13,699)

(6,044)

(27,522)

Restructuring and related expense

(21,792)

—

(25,198)

—

Adjusted general and administrative expense (1)

$94,797

$93,350

$196,162

$185,587

General and administrative expense ratio

12.9%

12.5%

13.3%

13.8%

Adjusted general and administrative expense ratio

10.3%

10.9%

11.5%

12.0%

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

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

Reconciliation of Adjusted EBITDAC to Net Income

Three Months Ended

June 30,

Six Months Ended

June 30,

(in thousands, except percentages)

2026

2025

2026

2025

Total revenue

$916,647

$855,170

$1,711,876

$1,545,336

Net income

$108,381

$124,705

$148,978

$120,316

Interest expense, net

56,649

58,334

110,382

112,842

Income tax expense

22,350

13,026

28,858

68,456

Depreciation

4,133

2,888

8,195

5,527

Amortization

64,387

69,668

129,727

134,653

Change in contingent consideration (1)

17,551

(759)

44,845

(14,801)

EBITDAC

$273,451

$267,862

$470,985

$426,993

Acquisition-related expense

3,903

15,183

11,305

32,485

Acquisition related long-term incentive compensation

1,107

9,321

10,394

17,652

Restructuring and related expense

33,426

—

39,297

—

Amortization and expense related to discontinued

prepaid incentives

692

1,128

1,522

2,306

Other non-operating loss (income)

(25)

143

(736)

(234)

Equity-based compensation

18,411

14,853

32,720

29,422

IPO related expenses

2,978

5,072

6,020

10,376

Income from equity method investments

(7,039)

(5,156)

(12,570)

(10,093)

Adjusted EBITDAC

$326,904

$308,406

$558,937

$508,907

Net income margin

11.8%

14.6%

8.7%

7.8%

Adjusted EBITDAC margin

35.7%

36.1%

32.7%

32.9%

(1)For the six months ended June 30, 2025, Change in contingent consideration included a $20.3 million decrease in

valuation of the US Assure contingent consideration as a result of increased loss ratios impacting projected profit

commissions.

Reconciliation of Adjusted Net Income to Net Income

Three Months Ended

June 30,

Six Months Ended

June 30,

(in thousands, except percentages)

2026

2025

2026

2025

Total revenue

$916,647

$855,170

$1,711,876

$1,545,336

Net income

$108,381

$124,705

$148,978

$120,316

Income tax expense

22,350

13,026

28,858

68,456

Amortization

64,387

69,668

129,727

134,653

Amortization of deferred debt issuance costs (1)

2,434

2,386

4,856

4,760

Change in contingent consideration

17,551

(759)

44,845

(14,801)

Acquisition-related expense

3,903

15,183

11,305

32,485

Acquisition related long-term incentive compensation

1,107

9,321

10,394

17,652

Restructuring and related expense

33,426

—

39,297

—

Amortization and expense related to discontinued

prepaid incentives

692

1,128

1,522

2,306

Other non-operating loss (income)

(25)

143

(736)

(234)

Equity-based compensation

18,411

14,853

32,720

29,422

IPO related expenses

2,978

5,072

6,020

10,376

Income from equity method investments

(7,039)

(5,156)

(12,570)

(10,093)

Adjusted income before income taxes (2)

$268,556

$249,570

$445,216

$395,298

Adjusted income tax expense (3)

(69,825)

(64,888)

(115,756)

(102,777)

Adjusted net income

$198,731

$184,682

$329,460

$292,521

Net income margin

11.8%

14.6%

8.7%

7.8%

Adjusted net income margin

21.7%

21.6%

19.2%

18.9%

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

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

Measures and Key Performance Indicators.”

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

respect to our allocable share of any net taxable income of the LLC. For the three and six months ended June 30,

2026 and 2025, this calculation of adjusted income tax expense is based on a federal statutory rate of 21% and a

combined state income tax rate net of federal benefits of 5.00% on 100% of our adjusted income before income

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

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

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Earnings per share of Class A common stock – diluted

$0.33

$0.38

$0.45

$0.18

Less: Net income attributed to dilutive shares (1)

(0.01)

(0.19)

—

Plus: Impact of all LLC Common Units exchanged for Class

A shares (2)

0.09

0.26

0.10

0.26

Plus: Adjustments to Adjusted net income (3)

0.34

0.22

0.68

0.63

Plus: Dilutive impact of unvested equity awards (4)

(0.01)

(0.02)

Adjusted diluted earnings per share

$0.74

$0.66

$1.22

$1.05

(Share count in ’000)

Weighted-average shares of Class A common stock

outstanding – diluted

131,326

274,145

134,322

138,167

Plus: Impact of all LLC Common Units exchanged for Class

A shares (2)

134,190

—

134,332

135,804

Plus: Dilutive impact of unvested equity awards (4)

3,867

5,275

1,426

5,422

Adjusted diluted earnings per share diluted share count

269,383

279,420

270,080

279,393

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

Ryan Specialty Holdings, Inc. For the three months ended June 30, 2026 and 2025, this removes $0.5 million and

$52.4 million of Net income, respectively, on 131.3 million and 274.1 million Weighted-average shares of Class A

common stock outstanding - diluted, respectively. For the six months ended June 30, 2026 and 2025, this removes

$0.5 million and $1.1 million of Net income, respectively, on 134.3 million and 138.2 million Weighted-average

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

unaudited quarterly consolidated financial statements.

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

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

stock. For the three months ended June 30, 2026 and 2025, this includes $66.1 million and $72.7 million of Net

income, respectively, on 265.5 million and 274.1 million Weighted-average shares of Class A common stock

outstanding - diluted, respectively. For the three months ended June 30, 2025, 135.5 million weighted-average

outstanding LLC Common Units were considered dilutive and included in the 274.1 million Weighted-average

shares of Class A common stock outstanding - diluted within Diluted EPS. For the six months ended June 30, 2026

and 2025, this includes $89.0 million and $96.0 million of Net income, respectively, on 268.7 million and 274.0

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

Earnings Per Share” of the unaudited quarterly consolidated financial statements.

(3)Adjustments to Adjusted net income are described in the footnotes of the reconciliation of Adjusted net income to

Net income in “Adjusted Net Income and Adjusted Net Income Margin” on 265.5 million and 274.1 million

Weighted-average shares of Class A common stock outstanding - diluted for the three months ended June 30, 2026

and 2025, respectively, and 268.7 million and 274.0 million Weighted-average shares of Class A common stock

outstanding - diluted for the six months ended June 30, 2026 and 2025, respectively.

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

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

stock), vested Class C Incentive Units, vested but unexercised options, and unvested equity awards calculated using

the treasury stock method as if the weighted-average unrecognized cost associated with the awards was $0 over

the period, less any unvested equity awards determined to be dilutive within the Diluted EPS calculation disclosed

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

months ended June 30, 2026 and 2025, 3.9 million and 5.3 million shares were added to the calculation,

respectively. For the six months ended June 30, 2026 and 2025, 1.4 million and 5.4 million shares were added to

the calculation, respectively.

Reconciliation of Credit Adjusted EBITDAC to Net Income

(in thousands)

Twelve Months Ended

June 30, 2026

Total Revenue

$3,217,666

Net Income

$242,819

Interest expense, net

219,924

Income tax expense

39,429

Depreciation

15,757

Amortization

269,500

Change in contingent consideration

72,768

EBITDAC

$860,197

Acquisition-related expense

50,921

Acquisition related long-term incentive compensation

19,323

Restructuring and related expense

39,297

Amortization and expense related to discontinued prepaid incentives

3,548

Other non-operating loss (income)

(1,194)

Equity-based compensation

52,962

IPO related expenses

15,431

Income from equity method investments

(23,713)

Adjusted EBITDAC (1)

$1,016,772

Credit adjustments (2)

60,565

Credit Adjusted EBITDAC

$1,077,337

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

Measures and Key Performance Indicators”.

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

our debt agreements.

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