- Total Revenue grew 13.2% year-over-year to $751.2 million -
- Organic Revenue Growth Rate* of 6.6% year-over-year -
- Net Income of $31.2 million, or $0.06 per diluted share -
- Adjusted EBITDAC* grew 2.9% year-over-year to $222.3 million -
- Adjusted Net Income increased 0.5% year-over-year to $124.0 million -
- Adjusted Diluted Earnings Per Share was $0.45 per diluted share -
- Company Announces $300 million Share Repurchase Authorization -
CHICAGO--(BUSINESS WIRE)--February 12, 2026--
Ryan Specialty Holdings, Inc. (NYSE: RYAN) ("Ryan Specialty" or the "Company"), a leading international specialty insurance firm, today announced results for the fourth quarter ended December 31, 2025.
Fourth Quarter 2025 Highlights
-- Revenue grew 13.2% year-over-year to $751.2 million, compared to $663.5
million in the prior-year period
-- Organic Revenue Growth Rate* was 6.6% for the quarter, compared to
11.0% in the prior-year period
-- Net Income decreased 26.6% year-over-year to $31.2 million, compared to
$42.6 million in the prior-year period. Diluted Earnings per Share was
$0.06
-- Adjusted EBITDAC* increased 2.9% to $222.3 million, compared to $216.0
million in the prior-year period
-- Adjusted EBITDAC Margin* of 29.6%, compared to 32.6% in the prior-year
period
-- Adjusted Net Income* increased 0.5% to $124.0 million, compared to
$123.3 million in the prior-year period
-- Adjusted Diluted Earnings per Share* remained flat at $0.45, compared
to the prior-year period
-- Capital return to stockholders and LLC unit holders was $22.2 million
of regular dividends and distributions
Full Year 2025 Highlights
-- Revenue grew 21.3% year-over-year to $3,051.1 million, compared to
$2,515.7 million in the prior year
-- Organic Revenue Growth Rate* was 10.1% for the year, compared to 12.8%
in the prior year
-- Net Income decreased 6.9% year-over-year to $214.2 million, compared to
$229.9 million in the prior year. Diluted Earnings per Share was $0.47
-- Adjusted EBITDAC* increased 19.2% to $966.7 million, compared to $811.2
million in the prior year
-- Adjusted EBITDAC Margin* of 31.7%, compared to 32.2% in the prior year
-- Adjusted Net Income* increased 11.1% to $548.2 million, compared to
$493.5 million in the prior year
-- Adjusted Diluted Earnings per Share* increased 9.5% to $1.96, compared
to $1.79 in the prior year
-- Capital return to stockholders and LLC unit holders was $88.1 million
of regular dividends and distributions
"Overall, 2025 was a strong year for Ryan Specialty, particularly considering the significant headwinds the industry faced," said Patrick G. Ryan, Founder and Executive Chairman of Ryan Specialty. "For the year, we grew total revenue 21%, supported by organic growth of 10.1% and strong contributions from M&A, which added 10% to our top line. This marked our seventh consecutive year growing total revenue by 20% or more. In addition, we grew Adjusted EBITDAC by 19.2% and Adjusted Diluted EPS by 9.5%. Along with our strong results, we executed our M&A strategy by closing 5 high quality acquisitions, which will add over $125 million in annualized revenue and further distinguish Ryan Specialty as an industry-leading international insurance services firm. We have made substantial investments over the past few years in our delegated authority specialties, as we continue to build an intentionally diversified platform, capable of powering through transitioning markets. As we look ahead, we see clear opportunities to invest in our business, optimize our operations, and equip our team with the most advanced tools to more efficiently deliver for our clients.
Reflective of our confidence in the near and long-term outlook of our business, the Board has authorized a $300 million share repurchase program. We believe adding repurchases to our capital allocation toolkit is aligned with our goal of enhanced shareholder returns over the near and long term."
"Ryan Specialty once again led from the front in 2025. We marked our 15th consecutive year of double-digit organic revenue growth, added top-tier talent through hiring and acquisitions, expanded our market share, launched new innovative products and solutions, and produced exceptional results in the face of a rapidly evolving insurance and macroeconomic environment," added Timothy W. Turner, Chief Executive Officer of Ryan Specialty. "We are off to a strong start in 2026, and believe we will continue to deliver industry-leading organic growth for years to come."
Summary of Fourth Quarter and Full Year 2025 Results
Three Months Ended Year Ended
December 31, Change December 31, Change
-------------------------- -------------------- ------------------------------ --------------------
(in thousands,
except percentages
and per share
data) 2025 2024 $ % 2025 2024 $ %
------- ------- --------- --------- --------- --------- --------- ---------
GAAP financial
measures
Total revenue $751,213 $663,529 $ 87,684 13.2% $3,051,126 $2,515,710 $535,416 21.3%
Net commissions
and fees 738,045 649,407 88,638 13.6 2,994,582 2,455,671 538,911 21.9
Compensation
and benefits 447,402 410,252 37,150 9.1 1,803,397 1,591,077 212,320 13.3
General and
administrative 122,754 104,532 18,222 17.4 453,452 352,050 101,402 28.8
Total operating
expenses 659,651 554,211 105,440 19.0 2,557,486 2,087,898 469,588 22.5
Operating
income 91,562 109,318 (17,756) (16.2) 493,640 427,812 65,828 15.4
Net income 31,238 42,555 (11,317) (26.6) 214,157 229,913 (15,756) (6.9)
Net income
attributable
to Ryan
Specialty
Holdings,
Inc. 7,980 13,754 (5,774) (42.0) 63,399 94,665 (31,266) (33.0)
Compensation
and benefits
expense ratio
(1) 59.6% 61.8% 59.1% 63.2%
General and
administrative
expense ratio
(2) 16.3% 15.8% 14.9% 14.0%
Net income
margin (3) 4.2% 6.4% 7.0% 9.1%
Earnings per
share (4) $ 0.06 $ 0.11 $ 0.50 $ 0.78
Diluted
earnings per
share (4) $ 0.06 $ 0.10 $ 0.47 $ 0.71
Non-GAAP financial
measures*
Organic revenue
growth rate 6.6% 11.0% 10.1% 12.8%
Adjusted
compensation
and benefits
expense $423,941 $369,250 $ 54,691 14.8% $1,692,000 $1,426,674 $265,326 18.6%
Adjusted
compensation
and benefits
expense ratio 56.4% 55.6% 55.5% 56.7%
Adjusted
general and
administrative
expense $104,970 $ 78,230 $ 26,740 34.2% $ 392,384 $ 277,813 $114,571 41.2%
Adjusted
general and
administrative
expense ratio 14.0% 11.8% 12.9% 11.0%
Adjusted
EBITDAC $222,302 $216,049 $ 6,253 2.9% $ 966,742 $ 811,223 $155,519 19.2%
Adjusted
EBITDAC
margin 29.6% 32.6% 31.7% 32.2%
Adjusted net
income $123,994 $123,317 $ 677 0.5% $ 548,219 $ 493,521 $ 54,698 11.1%
Adjusted net
income margin 16.5% 18.6% 18.0% 19.6%
Adjusted
diluted
earnings per
share $ 0.45 $ 0.45 $ -- --% $ 1.96 $ 1.79 $ 0.17 9.5%
* 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 11, Earnings Per Share" of the annual consolidated financial
statements.
Fourth Quarter 2025 Review*
Total revenue for the fourth quarter of 2025 was $751.2 million, an increase of 13.2% compared to $663.5 million in the prior-year period. This increase was primarily due to Organic revenue growth of 6.6%, 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 December 31, 2025, higher contingent commissions, and the impact of foreign exchange rates. We experienced growth across the majority of our casualty lines, offset by a decline across our property portfolio.
Total operating expenses for the fourth quarter of 2025 were $659.7 million, a 19.0% increase compared to the prior-year period. This increase was primarily due to higher Compensation and benefits expenses resulting from higher compensation due to growth in headcount and revenue, partially offset by lower Acquisition-related expenses, lower Acquisition-related long-term incentive compensation, and lower Restructuring and related expenses due to the completion of the ACCELERATE 2025 program at the end of 2024. 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 at the end of 2024. Change in contingent consideration also increased compared to the prior period.
Net income for the fourth quarter of 2025 decreased 26.6% to $31.2 million, compared to $42.6 million in the prior-year period. The decrease was due to higher Total operating expenses and higher Interest expense, net, partially offset by strong revenue growth and lower Income tax expense.
Adjusted EBITDAC for the fourth quarter of 2025 grew 2.9% to $222.3 million from $216.0 million in the prior-year period. Adjusted EBITDAC margin for the quarter was 29.6%, compared to 32.6% 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 fourth quarter of 2025 increased 0.5% to $124.0 million, compared $123.3 million in the prior-year period. Adjusted net income margin for the fourth quarter of 2025 was 16.5%, compared to 18.6% in the prior-year period. Adjusted diluted earnings per share for the fourth quarter of 2025 remained flat at $0.45, compared to $0.45 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.
Fourth Quarter 2025 and Full Year 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.
Period over
Three Months Ended December 31, Period
-------------------------------------- -----------------
(in thousands,
except % of % of
percentages) 2025 total 2024 total Change
------- -------- ------- -------- -----------------
Wholesale
Brokerage $385,686 52.3% $374,837 57.7% $10,849 2.9%
Binding
Authority 84,045 11.4 74,617 11.5 9,428 12.6
Underwriting
Management 268,314 36.4 199,953 30.8 68,361 34.2
------- ------- ------ ----
Total Net
commissions
and fees $738,045 $649,407 $88,638 13.6%
======= ======= ====== ====
Year Ended December 31, Period over Period
------------------------------------------ ------------------
(in thousands,
except % of % of
percentages) 2025 total 2024 total Change
--------- -------- --------- -------- ------------------
Wholesale
Brokerage $1,600,427 53.4% $1,489,077 60.7% $111,350 7.5%
Binding
Authority 370,155 12.4 320,379 13.0 49,776 15.5
Underwriting
Management 1,024,000 34.2 646,215 26.3 377,785 58.5
--------- --------- ------- ----
Total Net
commissions
and fees $2,994,582 $2,455,671 $538,911 21.9%
========= ========= ======= ====
The following tables sets forth our revenue by type of commission and fees:
Period over
Three Months Ended December 31, Period
-------------------------------------- -----------------
(in thousands,
except % of % of
percentages) 2025 total 2024 total Change
------- -------- ------- -------- -----------------
Net commissions
and policy
fees $675,614 91.5% $603,603 92.9% $72,011 11.9%
Supplemental
and contingent
commissions 46,052 6.2 30,224 4.7 15,828 52.4
Loss mitigation
and other
fees 16,379 2.2 15,580 2.4 799 5.1
------- ------- ------ ----
Total Net
commissions
and fees $738,045 $649,407 $88,638 13.6%
======= ======= ====== ====
Year Ended December 31, Period over Period
------------------------------------------ ------------------
(in thousands,
except % of % of
percentages) 2025 total 2024 total Change
--------- -------- --------- -------- ------------------
Net commissions
and policy
fees $2,759,597 92.1% $2,310,384 94.1% $449,213 19.4%
Supplemental
and contingent
commissions 149,237 5.0 88,842 3.6 60,395 68.0
Loss mitigation
and other
fees 85,748 2.9 56,445 2.3 29,303 51.9
--------- --------- ------- ----
Total Net
commissions
and fees $2,994,582 $2,455,671 $538,911 21.9%
========= ========= ======= ====
Liquidity and Financial Condition
As of December 31, 2025, the Company had Cash and cash equivalents of $158.3 million and outstanding debt principal of $3.4 billion.
Quarterly Dividend
On February 12, 2026, the Company's board of directors (the "Board") declared and increased the Company's regular quarterly dividend by 8.3% to $0.13 per share on the outstanding Class A common stock. The regular quarterly dividend will be payable on March 10, 2026 to stockholders of record as of the close of business on February 24, 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).
Empower Program
In the first quarter of 2026 we are initiating a three-year restructuring program that will streamline our brokerage, binding, and underwriting operations, optimize our scale, accelerate our data and technology strategies, and enhance efficiencies across all of our specialties. The program is estimated to result in approximately $160 million of cumulative one-time charges through 2028, and we expect it to generate annual savings of approximately $80 million in 2029. Actions taken under the Empower Program are expected to be completed by the end of 2028.
Full Year 2026 Outlook*
The Company is initiating its full year 2026 outlook for Organic Revenue Growth Rate and Adjusted EBITDAC Margin as follows:
-- We are guiding to an Organic Revenue Growth Rate in the high single
digits for 2026
-- We are guiding to an Adjusted EBITDAC Margin of flat to moderately down
for 2026, as compared to the prior year period
* 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 5:00pm Eastern Time on February 12, 2026. Interested parties may access the conference call through the live webcast, which can be accessed at https://ryan-specialty-q4-2025-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 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 audited consolidated annual financial statements in the Company's Annual Report on form 10-K 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: We define Adjusted EBITDAC 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 and restructuring related expenses, and (iii) other exceptional or non-recurring items, as applicable.
Acquisition-related expense includes one-time diligence, transaction-related, and integration costs. For the year ended December 31, 2024, Acquisition-related expense included a $4.5 million charge related to a deal-contingent foreign exchange forward contract associated with the Castel acquisition. The remaining charges in periods presented 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 achieved in order to be earned. Restructuring and related expense for the three months and year ended December 31, 2024, consisted 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 December 31, 2025, Other non-operating loss (income) consisted of $0.2 million of sublease income, $0.1 million of seller reimbursement of acquisition-related retention incentives, and $0.1 million of forfeitures of vested equity awards offset by $0.3 million of TRA contractual interest and related expenses. For the three months ended December 31, 2024, Other non-operating loss (income) was composed of $3.2 million of income related to a decrease in our blended state tax rates and foreign tax credit impact on the TRA remeasurement, and $0.1 million of sublease income offset by $0.2 million of TRA contractual interest and related expense. For the year ended December 31, 2025, Other non-operating loss (income) consisted of $0.6 million of seller reimbursement of acquisition-related retention incentives, $0.6 million of sublease income, and $0.4 million of forfeitures of vested equity awards offset by $1.1 million of TRA contractual interest and related charges. For the year ended December 31, 2024, Other non-operating loss consisted of $18.1 million of expense related to Term Loan modifications and $1.3 million of TRA contractual interest and related charges offset by $3.4 million of income related to a decrease in our blended state tax rates and foreign tax credit impact on the TRA remeasurement and $0.5 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.
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 above. 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 comparable GAAP financial metric to Adjusted EBITDAC margin 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 reconciliation of the above non-GAAP measures to each of their most directly comparable GAAP financial measure is set forth in the reconciliation table accompanying this release.
With respect to the Organic revenue growth rate and Adjusted EBITDAC margin outlook presented in the "Full Year 2026 Outlook" section of this press release, the Company is unable to provide a comparable outlook for, or a reconciliation to, Total revenue growth rate or Net income margin because it cannot provide a meaningful or accurate calculation or estimation of certain reconciling items without unreasonable effort. Its inability to do so is due to the inherent difficulty in forecasting the timing of items that have not yet occurred and quantifying certain amounts that are necessary for such reconciliation, including variations in effective tax rate, expenses to be incurred for acquisition activities, and other one-time or exceptional items.
Consolidated Statements of Income (Unaudited)
Three Months Ended Year Ended
December 31, December 31,
-------------------------- ------------------------------
(in thousands,
except percentages
and per share
data) 2025 2024 2025 2024
------- ------- --------- ---------
Revenue
Net commissions
and fees $738,045 $649,407 $2,994,582 $2,455,671
Fiduciary
investment
income 13,168 14,122 56,544 60,039
------- ------- --------- ---------
Total
revenue $751,213 $663,529 $3,051,126 $2,515,710
------- ------- --------- ---------
Expenses
Compensation
and benefits 447,402 410,252 1,803,397 1,591,077
General and
administrative 122,754 104,532 453,452 352,050
Amortization 69,585 60,134 274,426 157,845
Depreciation 3,955 2,965 13,089 9,785
Change in
contingent
consideration 15,955 (23,672) 13,122 (22,859)
------- ------- --------- ---------
Total
operating
expenses $659,651 $554,211 $2,557,486 $2,087,898
------- ------- --------- ---------
Operating income $ 91,562 $109,318 $ 493,640 $ 427,812
------- ------- --------- ---------
Interest
expense, net 53,198 48,532 222,384 158,448
Income from
equity method
investments (6,186) (4,721) (21,236) (18,231)
Other
non-operating
loss (income) (56) (3,534) (692) 15,041
------- ------- --------- ---------
Income before
income taxes $ 44,606 $ 69,041 $ 293,184 $ 272,554
Income tax
expense 13,368 26,486 79,027 42,641
------- ------- --------- ---------
Net income $ 31,238 $ 42,555 $ 214,157 $ 229,913
GAAP financial
measures
Total revenue $751,213 $663,529 $3,051,126 $2,515,710
Net commissions
and fees 738,045 649,407 2,994,582 2,455,671
Compensation
and benefits 447,402 410,252 1,803,397 1,591,077
General and
administrative 122,754 104,532 453,452 352,050
Net income 31,238 42,555 214,157 229,913
Compensation
and benefits
expense ratio
(1) 59.6% 61.8% 59.1% 63.2%
General and
administrative
expense ratio
(2) 16.3% 15.8% 14.9% 14.0%
Net income
margin (3) 4.2% 6.4% 7.0% 9.1%
Earnings per
share (4) $ 0.06 $ 0.11 $ 0.50 $ 0.78
Diluted
earnings per
share (4) $ 0.06 $ 0.10 $ 0.47 $ 0.71
Non-GAAP Financial Measures (Unaudited)
Three Months Ended Year Ended
December 31, December 31,
-------------------------- ------------------------------
(in thousands,
except percentages
and per share
data) 2025 2024 2025 2024
------- ------- --------- ---------
Non-GAAP financial
measures*
Organic revenue
growth rate 6.6% 11.0% 10.1% 12.8%
Adjusted
compensation
and benefits
expense $423,941 $369,250 $1,692,000 $1,426,674
Adjusted
compensation
and benefits
expense ratio 56.4% 55.6% 55.5% 56.7%
Adjusted
general and
administrative
expense $104,970 $ 78,230 $ 392,384 $ 277,813
Adjusted
general and
administrative
expense ratio 14.0% 11.8% 12.9% 11.0%
Adjusted
EBITDAC $222,302 $216,049 $ 966,742 $ 811,223
Adjusted
EBITDAC
margin 29.6% 32.6% 31.7% 32.2%
Adjusted net
income $123,994 $123,317 $ 548,219 $ 493,521
Adjusted net
income margin 16.5% 18.6% 18.0% 19.6%
Adjusted
diluted
earnings per
share $ 0.45 $ 0.45 $ 1.96 $ 1.79
Consolidated Balance Sheets (Unaudited)
(in thousands, except share
and per share data) December 31, 2025 December 31, 2024
------------------- -------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 158,322 $ 540,203
Commissions and fees
receivable -- net 488,951 389,758
Fiduciary cash and
receivables 4,298,920 3,739,727
Prepaid incentives -- net 13,550 9,219
Other current assets 100,437 109,951
--------------- --------------
Total current assets $ 5,060,180 $ 4,788,858
NON-CURRENT ASSETS
Goodwill 3,225,021 2,646,676
Customer relationships 1,496,885 1,392,048
Other intangible assets 119,621 83,674
Prepaid incentives -- net 27,849 17,442
Equity method investments 109,982 70,877
Property and equipment --
net 69,461 50,209
Lease right-of-use assets 130,480 133,256
Deferred tax assets 310,138 448,289
Other non-current assets 14,554 18,589
--------------- --------------
Total non-current assets $ 5,503,991 $ 4,861,060
--------------- --------------
TOTAL ASSETS $ 10,564,171 $ 9,649,918
=============== ==============
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES
Accounts payable and
accrued liabilities $ 284,403 $ 249,200
Accrued compensation 519,251 486,322
Operating lease liabilities 25,987 22,107
Short-term debt and current
portion of long-term debt 60,187 51,732
Fiduciary liabilities 4,298,920 3,739,727
--------------- --------------
Total current
liabilities $ 5,188,748 $ 4,549,088
NON-CURRENT LIABILITIES
Accrued compensation 70,096 49,362
Operating lease liabilities 153,089 159,231
Long-term debt 3,291,462 3,231,128
Tax Receivable Agreement
liabilities 458,997 436,296
Deferred tax liabilities 49,834 39,922
Other non-current
liabilities 97,894 86,606
--------------- --------------
Total non-current
liabilities $ 4,121,372 $ 4,002,545
--------------- --------------
TOTAL LIABILITIES $ 9,310,120 $ 8,551,633
--------------- --------------
STOCKHOLDERS' EQUITY
Class A common stock
($0.001 par value;
1,000,000,000 shares
authorized, 129,603,426
and 125,411,089 shares
issued and outstanding at
December 31, 2025 and
2024, respectively) 130 125
Class B common stock
($0.001 par value;
1,000,000,000 shares
authorized, 134,508,885
and 136,456,313 shares
issued and outstanding at
December 31, 2025 and
2024, respectively) 135 136
Class X common stock
($0.001 par value; 0 shares
authorized, issued, and
outstanding at December 31,
2025; 10,000,000 shares
authorized, 640,784 shares
issued, and 0 outstanding
at December 31, 2024) -- --
Preferred stock ($0.001 par
value; 500,000,000 shares
authorized, 0 shares issued
and outstanding at December
31, 2025 and 2024) -- --
Additional paid-in capital 513,610 506,258
Retained earnings 120,353 122,939
Accumulated other
comprehensive income
(loss) 13,845 (1,796)
--------------- --------------
Total stockholders'
equity attributable to
Ryan Specialty
Holdings, Inc. $ 648,073 $ 627,662
Non-controlling interests 605,978 470,623
--------------- --------------
Total stockholders'
equity $ 1,254,051 $ 1,098,285
--------------- --------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 10,564,171 $ 9,649,918
=============== ==============
Consolidated Statements of Cash Flows (Unaudited)
Year Ended December 31,
--------------------------
(in thousands) 2025 2024
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 214,157 $ 229,913
Adjustments to reconcile net income
to cash flows provided by operating
activities:
Income from equity method
investments (21,236) (18,231)
Amortization 274,426 157,845
Depreciation 13,089 9,785
Prepaid and deferred
compensation expense 38,779 30,834
Non-cash equity-based
compensation 69,451 78,995
Amortization of deferred debt
issuance costs 9,567 23,930
Amortization of interest rate
cap premium 6,955 6,955
Deferred income tax expense 26,047 16,798
Deferred income tax expense from
common control reorganizations 48,597 9,519
Loss (gain) on Tax Receivable
Agreement 1,112 (2,099)
Changes in operating assets and
liabilities, net of
acquisitions:
Commissions and fees
receivable -- net (57,559) (22,007)
Accrued interest liability 9,362 20,337
Other current and non-current
assets 1,255 (20,668)
Other current and non-current
liabilities 9,665 (7,038)
---------- ----------
Total cash flows provided by operating
activities $ 643,667 $ 514,868
CASH FLOWS FROM INVESTING ACTIVITIES
Business combinations -- net of
cash acquired and cash held in a
fiduciary capacity (746,485) (1,708,737)
Capital expenditures (67,953) (47,001)
Equity method investment in VSIC (16,561) --
Asset acquisitions (3,014) --
---------- ----------
Total cash flows used in investing
activities $ (834,013) $(1,755,738)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Senior Secured Notes -- 1,187,400
Borrowings on Revolving Credit
Facility 1,333,328 1,250,000
Repayments on Revolving Credit
Facility (1,261,928) (1,250,000)
Debt issuance costs paid (2,889) (25,536)
Proceeds from term debt -- 107,625
Repayment of term debt (17,000) (8,250)
Receipt of contingently returnable
consideration 1,927 --
Payment of contingent consideration (29,252) --
Tax distributions to
non-controlling LLC Unitholders (64,126) (82,702)
Receipt of taxes related to net
share settlement of equity awards 35,900 27,930
Taxes paid related to net share
settlement of equity awards (37,045) (27,460)
Payment of Tax Receivable Agreement
liabilities (25,169) (21,578)
Class A common stock dividends and
Dividend Equivalents paid (62,339) (80,236)
Distributions and Declared
Distributions paid to
non-controlling LLC Unitholders (27,174) (22,209)
Payments related to Ryan Re
preferred units (3,733) (2,130)
Net change in fiduciary liabilities 237,616 114,003
---------- ----------
Total cash flows provided by financing
activities $ 78,116 $ 1,166,857
Effect of changes in foreign exchange
rates on cash, cash equivalents, and
cash and cash equivalents held in a
fiduciary capacity 15,895 (1,514)
---------- ----------
NET CHANGE IN CASH, CASH EQUIVALENTS,
AND CASH AND CASH EQUIVALENTS HELD IN
A FIDUCIARY CAPACITY $ (96,335) $ (75,527)
CASH, CASH EQUIVALENTS, AND CASH AND
CASH EQUIVALENTS HELD IN A FIDUCIARY
CAPACITY--Beginning balance 1,680,805 1,756,332
---------- ----------
CASH, CASH EQUIVALENTS, AND CASH AND
CASH EQUIVALENTS HELD IN A FIDUCIARY
CAPACITY--Ending balance $ 1,584,470 $ 1,680,805
========== ==========
Reconciliation of cash, cash
equivalents, and cash and cash
equivalents held in a fiduciary
capacity
Cash and cash equivalents $ 158,322 $ 540,203
Cash and cash equivalents held in a
fiduciary capacity 1,426,148 1,140,602
---------- ----------
Total cash, cash equivalents, and cash
and cash equivalents held in a
fiduciary capacity $ 1,584,470 $ 1,680,805
========== ==========
Reconciliation of Organic Revenue Growth Rate
Three Months Ended Year Ended
December 31, December 31,
-------------------------- ------------------------------
(in thousands,
except
percentages) 2025 2024 2025 2024
------- ------- --------- ---------
Current period
Net
commissions
and fees
revenue $738,045 $649,407 $2,994,582 $2,455,671
Less: Current
period
contingent
commissions (39,385) (28,434) (121,549) (73,175)
Less: Revenue
attributable
to sold
businesses (7) -- (361) --
------- ------- --------- ---------
Net Commissions
and fees
revenue
excluding
contingent
commissions $698,653 $620,973 $2,872,672 $2,382,496
Prior period
Net
commissions
and fees
revenue $649,407 $518,718 $2,455,671 $2,026,596
Less: Prior
period
contingent
commissions (28,434) (8,404) (73,175) (39,028)
Less: Revenue
attributable
to sold
businesses (394) -- (1,941) --
------- ------- --------- ---------
Prior period
Net
commissions
and fees
revenue
excluding
contingent
commissions $620,579 $510,314 $2,380,555 $1,987,568
Change in Net
commissions
and fees
revenue
excluding
contingent
commissions $ 78,074 $110,659 $ 492,117 $ 394,928
Less: Mergers
and
acquisitions
Net
commissions
and fees
revenue
excluding
contingent
commissions (34,666) (54,282) (246,914) (141,972)
Impact of
change in
foreign
exchange
rates (2,228) (272) (4,863) (791)
------- ------- --------- ---------
Organic revenue
growth
(Non-GAAP) $ 41,180 $ 56,105 $ 240,340 $ 252,165
Net commissions
and fees
revenue growth
rate (GAAP) 13.6% 25.2% 21.9% 21.2%
Less: Impact of
contingent
commissions
(1) (1.0) (3.5) (1.2) (1.3)
------- ------- --------- ---------
Net commissions
and fees
revenue
excluding
contingent
commissions
growth rate
(2) 12.6% 21.7% 20.7% 19.9%
Less: Mergers
and
acquisitions
Net
commissions
and fees
revenue
excluding
contingent
commissions
(3) (5.6) (10.6) (10.4) (7.1)
Impact of
change in
foreign
exchange rates
(4) (0.4) (0.1) (0.2) 0.0
------- ------- --------- ---------
Organic Revenue
Growth Rate
(Non-GAAP) 6.6% 11.0% 10.1% 12.8%
======= ======= ========= =========
(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 Year Ended
December 31, December 31,
-------------------------- ------------------------------
(in thousands, except
percentages) 2025 2024 2025 2024
------- ------- --------- ---------
Total Revenue $751,213 $663,529 $3,051,126 $2,515,710
Compensation and
benefits expense $447,402 $410,252 $1,803,397 $1,591,077
Acquisition-related
expense (2,487) (10,202) (11,033) (15,373)
Acquisition related
long-term incentive
compensation (1,466) (7,907) (26,581) (24,946)
Restructuring and
related expense -- (4,253) -- (39,929)
Amortization and
expense related to
discontinued
prepaid incentives (1,045) (1,309) (4,332) (5,160)
Equity-based
compensation (1) (12,810) (12,382) (49,664) (52,038)
IPO related expenses (5,653) (4,949) (19,787) (26,957)
------- ------- --------- ---------
Adjusted compensation
and benefits expense
(2) $423,941 $369,250 $1,692,000 $1,426,674
======= ======= ========= =========
Compensation and
benefits expense
ratio 59.6% 61.8% 59.1% 63.2%
Adjusted compensation
and benefits expense
ratio 56.4% 55.6% 55.5% 56.7%
(1) For the year ended December 31, 2025, $5.8 million of expense was
reversed associated with certain executive performance-based awards on
account of it becoming unlikely the performance targets would be
achieved. For the year ended December 31, 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. See "Note 10, Equity-Based Compensation" of the audited
financial statements for additional discussion on equity-based
compensation.
(2) Adjustments made to Compensation and benefits expense are described in
the definition of Adjusted EBITDAC in "Non-GAAP Financial Measures and
Key Performance Indicators".
Reconciliation of Adjusted General and Administrative Expense to General and Administrative Expense
Three Months Ended Year Ended
December 31, December 31,
-------------------------- ------------------------------
(in thousands,
except percentages) 2025 2024 2025 2024
------- ------- --------- ---------
Total Revenue $751,213 $663,529 $3,051,126 $2,515,710
General and
administrative
expense $122,754 $104,532 $ 453,452 $ 352,050
Acquisition-related
expense (17,784) (18,690) (61,068) (54,469)
Restructuring and
related expense -- (7,612) -- (19,768)
------- ------- --------- ---------
Adjusted general and
administrative
expense (1) $104,970 $ 78,230 $ 392,384 $ 277,813
======= ======= ========= =========
General and
administrative
expense ratio 16.3% 15.8% 14.9% 14.0%
Adjusted general and
administrative
expense ratio 14.0% 11.8% 12.9% 11.0%
(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 Year Ended
December 31, December 31,
-------------------------- ------------------------------
(in thousands, except
percentages) 2025 2024 2025 2024
------- ------- --------- ---------
Total Revenue $751,213 $663,529 $3,051,126 $2,515,710
Net Income $ 31,238 $ 42,555 $ 214,157 $ 229,913
Interest expense,
net 53,198 48,532 222,384 158,448
Income tax expense 13,368 26,486 79,027 42,641
Depreciation 3,955 2,965 13,089 9,785
Amortization 69,585 60,134 274,426 157,845
Change in contingent
consideration (1) 15,955 (23,672) 13,122 (22,859)
------- ------- --------- ---------
EBITDAC $187,299 $157,000 $ 816,205 $ 575,773
Acquisition-related
expense 20,271 28,892 72,101 69,842
Acquisition related
long-term incentive
compensation 1,466 7,907 26,581 24,946
Restructuring and
related expense -- 11,865 -- 59,697
Amortization and
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