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Ryan Specialty (NYSE: RYAN) posts Q1 growth, raises $64.8M shareholder returns

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Ryan Specialty Holdings reported strong first quarter 2026 results, with total revenue up 15.2% year-over-year to $795.2 million and net income improving to $40.6 million from a loss of $(4.4) million. Adjusted EBITDAC rose 15.7% to $232.0 million, and adjusted net income grew 21.2% to $130.7 million, driving adjusted diluted EPS up 20.5% to $0.47.

Organic revenue growth was 11.8%, reflecting new client wins, deeper existing relationships and contributions from acquisitions, with broad growth across casualty lines and a moderate decline in property. The board declared a regular quarterly dividend of $0.13 per share, payable May 26, 2026, and the company returned approximately $64.8 million to shareholders through $40.0 million of share repurchases and $24.8 million of dividends and distributions.

The company ended March 31, 2026 with $154.7 million of cash and cash equivalents and $3.6 billion of outstanding debt principal. For full year 2026, management now guides to an organic revenue growth rate in the mid-single digits and an adjusted EBITDAC margin that is down 100–150 basis points compared to the prior year.

Positive

  • Strong top-line and earnings growth: Q1 2026 revenue rose 15.2% to $795.2 million, net income improved to $40.6 million from a $(4.4) million loss, and adjusted net income increased 21.2% to $130.7 million with adjusted diluted EPS up 20.5% to $0.47.
  • Healthy margins and shareholder returns: Adjusted EBITDAC grew 15.7% to $232.0 million with a 29.2% margin, while the company returned approximately $64.8 million to shareholders through $40.0 million of share repurchases and $24.8 million of dividends and distributions.

Negative

  • Softer full year 2026 outlook: Management now guides to mid-single-digit organic revenue growth and an adjusted EBITDAC margin that is down 100–150 basis points compared to the prior year, indicating expectations for slower growth and modest margin compression.

Insights

Strong Q1 growth and profitability, but 2026 guidance signals slower expansion and modest margin pressure.

Ryan Specialty delivered a solid quarter: revenue grew 15.2% to $795.2 million, net income swung to $40.6 million from a loss, and adjusted net income rose 21.2% to $130.7 million. Organic revenue growth of 11.8% shows healthy underlying demand.

Profit quality looks robust, with adjusted EBITDAC up 15.7% to $232.0 million and an essentially stable adjusted EBITDAC margin of 29.2%. The company also returned $64.8 million to shareholders via $40.0 million of buybacks and $24.8 million of dividends and distributions, while carrying $154.7 million of cash and $3.6 billion of debt at March 31, 2026.

The updated full year 2026 outlook is more cautious: management now targets mid-single-digit organic revenue growth and an adjusted EBITDAC margin down 100–150 basis points versus the prior year. This implies slower growth and modest margin compression despite the strong start, so future quarters will show how quickly results converge toward that guidance.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Total revenue $795.2 million Three months ended March 31, 2026; up 15.2% year-over-year from $690.2 million
Net income $40.6 million Q1 2026; improved from a $(4.4) million loss in the prior-year period
Adjusted net income $130.7 million Q1 2026; increased 21.2% from $107.8 million
Adjusted diluted EPS $0.47 per share Q1 2026; up 20.5% from $0.39 per diluted share
Organic revenue growth rate 11.8% Q1 2026 organic revenue growth compared to 12.9% in the prior-year period
Quarterly dividend $0.13 per share Regular quarterly dividend on Class A common stock, payable May 26, 2026
Capital returned to shareholders $64.8 million Q1 2026; $40.0 million repurchases and $24.8 million dividends and distributions
2026 margin guidance change 100–150 basis points Expected decline in adjusted EBITDAC margin for full year 2026 versus prior year
Organic revenue growth rate financial
"Organic Revenue Growth Rate* of 11.8% year-over-year"
Organic revenue growth rate measures how much a company’s sales increase from its existing operations, excluding the effects of acquisitions, divestitures and currency changes. Investors care because it shows whether demand for the company’s products or services is actually expanding on its own — like judging a garden by how much the original plants grew rather than by counting new pots added — which helps assess sustainability of profits and management performance.
Adjusted EBITDAC financial
"Adjusted EBITDAC* grew 15.7% year-over-year to $232.0 million"
Adjusted EBITDAC is a company-provided profitability measure that shows earnings before interest, taxes, depreciation, amortization and specific items often tied to extraordinary events (the “C” typically denotes COVID-related costs), with additional one-time or unusual items removed. Think of it as the company’s view of underlying operating profit — like looking at a car’s engine performance after removing temporary add-ons — which can help investors compare core results across periods but is not governed by standard accounting rules.
Adjusted net income financial
"Adjusted Net Income increased 21.2% year-over-year to $130.7 million"
Adjusted net income is a company's reported profit after removing unusual, one-time, or non-operational items so the number reflects the business’s regular earning power. Investors use it like a cleaned-up scorecard — similar to judging a player’s season performance without a few fluke games — to compare companies or assess trends without being misled by rare gains or losses that won’t affect future cash flow.
Tax Receivable Agreement liabilities financial
"Tax Receivable Agreement liabilities | 30,047 | | — |"
Empower Program financial
"due to the Empower Program initiated in the first quarter of 2026"
Credit Adjusted EBITDAC financial
"Credit Adjusted EBITDAC is defined as Adjusted EBITDAC as further adjusted"
Total revenue $795.2 million 15.2% year-over-year
Net income $40.6 million from $(4.4) million loss prior-year
Adjusted net income $130.7 million 21.2% year-over-year increase
Adjusted EBITDAC $232.0 million 15.7% year-over-year increase
Adjusted diluted EPS $0.47 20.5% year-over-year increase
Organic revenue growth rate 11.8% compared to 12.9% prior-year
Guidance

For full year 2026, the company guides to an organic revenue growth rate in the mid-single digits and an adjusted EBITDAC margin down 100–150 basis points compared to the prior year.

Understanding 8-K Material Events →
FALSE000184925300018492532026-04-302026-04-30
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): April 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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Class A Common Stock, $0.001 par value
RYAN
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act
of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. o
Item 2.02 Results of Operations and Financial Condition.
On April 30, 2026, Ryan Specialty Holdings, Inc. (the “Company”) issued a press release announcing its results of
operations for the third quarter ended March 31, 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 April 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 May 26, 2026, to
stockholders of record as of the close of business on May 12, 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 April 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:
April 30, 2026
By:
/s/ Janice M. Hamilton
Janice M. Hamilton
Executive Vice President and Chief Financial Officer
1
ryan.jpg
RYAN SPECIALTY REPORTS FIRST QUARTER 2026 RESULTS
- Total Revenue grew 15.2% year-over-year to $795.2 million -
- Organic Revenue Growth Rate* of 11.8% year-over-year -
- Net Income of $40.6 million, or $0.13 per diluted share -
- Adjusted EBITDAC* grew 15.7% year-over-year to $232.0 million -
- Adjusted Net Income increased 21.2% year-over-year to $130.7 million -
- Adjusted Diluted Earnings Per Share grew 20.5% or $0.47 per diluted share -
- Returned approximately $64.8 million to shareholders, including $40.0 million of share repurchases, and
$24.8 million of dividends and distributions  -
April 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 first quarter ended March 31, 2026.
First Quarter 2026 Highlights
•Revenue grew 15.2% year-over-year to $795.2 million, compared to $690.2 million in the prior-year period
•Organic Revenue Growth Rate* was 11.8% for the quarter, compared to 12.9% in the prior-year period
•Net Income increased year-over-year to $40.6 million, compared to a loss of $(4.4) million in the prior-year
period. Diluted Earnings Per Share was $0.13
•Adjusted EBITDAC* increased 15.7% to $232.0 million, compared to $200.5 million in the prior-year period
•Adjusted EBITDAC Margin* of 29.2%, compared to 29.1% in the prior-year period
•Adjusted Net Income* increased 21.2% to $130.7 million, compared to $107.8 million in the prior-year period
•Adjusted Diluted Earnings Per Share* increased 20.5% to $0.47, compared to $0.39 in the prior-year period
•Returned approximately $64.8 million to shareholders through $40.0 million of Class A common stock
repurchases, representing 1.0 million shares, and $24.8 million of dividends and distributions
“It was a strong start to 2026 for Ryan Specialty in the face of continued and increasing industry headwinds,” said
Patrick G. Ryan, Founder and Executive Chairman of Ryan Specialty. “We grew total revenue 15%, driven by organic
growth of 11.8% and contributions from M&A. We grew Adjusted EBITDAC by 15.7% and Adjusted Diluted EPS by
20.5%. Our performance this quarter speaks to the dedication of our team, their ability to succeed in challenging
times, and the diversified enterprise we have purposefully built over the years. Through one of the most efficient
and effective insurance distribution platforms in the word, we are delivering innovative solutions for our clients -
brokers, agents, and carriers, that are difficult to replicate elsewhere. While we expect the environment to remain
considerably challenging in the near term, we are confident that our continued investment in the platform, paired
with our ability to innovate alongside our clients and capital trading partners, will further strengthen our position as
a leader in specialty insurance.”
“I am proud of our team's tireless execution during the quarter as we continue to win business and increase market 
share in a very competitive environment,” added Timothy W. Turner, Chief Executive Officer of Ryan Specialty.
“Along with our strong performance, we are continuing to invest broadly in our technology, AI, and data capabilities
to ensure we are providing our clients with the expertise and advocacy they expect to solve their most complex
2
insurance needs. We remain focused on controlling what we can control given the challenging environment. We are
enhancing our competitive advantage and continuing to build and expand a platform that is designed to endure
across market cycles.”
Summary of First Quarter 2026 Results
Three Months Ended
March 31,
Change
(in thousands, except percentages and per share data)
2026
2025
$
%
GAAP financial measures
Total revenue
$795,229
$690,166
$105,063
15.2%
Net commissions and fees
782,903
676,128
106,775
15.8
Compensation and benefits
495,176
430,289
64,887
15.1
General and administrative
108,761
106,060
2,701
2.5
Total operating expenses
700,633
589,931
110,702
18.8
Operating income
94,596
100,235
(5,639)
(5.6)
Net income (loss)
40,597
(4,389)
44,986
NM
Net income (loss) attributable to Ryan Specialty Holdings, Inc.
17,646
(27,642)
45,288
NM
Compensation and benefits expense ratio (1)
62.3 %
62.3 %
General and administrative expense ratio (2)
13.7 %
15.4 %
Net income (loss) margin (3)
5.1 %
(0.6 %)
Earnings (loss) per share (4)
$0.14
$(0.22)
Diluted earnings (loss) per share (4)
$0.13
$(0.22)
Non-GAAP financial measures*
Organic revenue growth rate
11.8 %
12.9 %
Adjusted compensation and benefits expense
$461,832
$397,428
$64,404
16.2 %
Adjusted compensation and benefits expense ratio
58.1 %
57.6 %
Adjusted general and administrative expense
$101,365
$92,237
$9,128
9.9 %
Adjusted general and administrative expense ratio
12.7 %
13.4 %
Adjusted EBITDAC
$232,033
$200,501
$31,532
15.7 %
Adjusted EBITDAC margin
29.2 %
29.1 %
Adjusted net income
$130,728
$107,839
$22,889
21.2 %
Adjusted net income margin
16.4 %
15.6 %
Adjusted diluted earnings per share
$0.47
$0.39
$0.08
20.5 %
*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 10, Earnings (Loss) Per Share” of the unaudited quarterly consolidated financial statements.
3
First Quarter 2026 Review*
Total revenue for the first quarter of 2026 was $795.2 million, an increase of 15.2% compared to $690.2 million in
the prior-year period. This increase was primarily due to continued organic revenue growth of 11.8%, driven by new
client wins and expanded relationships with existing clients, coupled with continued expansion of the specialty and
E&S markets, revenue from acquisitions completed within the trailing twelve months ended March 31, 2026, and
growth in contingent commissions. We experienced growth across the majority of our casualty lines, offset by a
moderate decline in our property portfolio.
Total operating expenses for the first quarter of 2026 were $700.6 million, an 18.8% increase compared to $589.9
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 initiated in the first quarter of 2026. General and administrative expense also increased
compared to the prior-year period due to an increase in professional services and IT charges, as well as costs directly
linked to revenue growth, recruiter fees, higher expenses to accommodate both organic and inorganic revenue
growth, and an increase in Restructuring and related expense due to the Empower Program, partially offset by lower
Acquisition-related expenses.
Net income for the first quarter of 2026 increased to $40.6 million, compared to a loss of $(4.4) million in the prior-
year period. The increase was due to strong revenue growth and lower Income tax expense, partially offset by higher
Total operating expenses compared to the prior-year period.
Adjusted EBITDAC grew 15.7% to $232.0 million from $200.5 million in the prior-year period. Adjusted EBITDAC
margin for the quarter was 29.2%, compared to 29.1% 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, as well as higher Adjusted general and administrative expense.
Adjusted net income for the first quarter of 2026 increased 21.2% to $130.7 million, compared to $107.8 million in
the prior-year period. Adjusted net income margin was 16.4%, compared to 15.6% in the prior-year period. Adjusted
diluted earnings per share for the first quarter of 2026 increased 20.5% to $0.47, compared to $0.39 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.
4
First 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 strong organic growth.
Three Months Ended March 31,
(in thousands, except percentages)
2026
% of
total
2025
% of
total
Change
Wholesale Brokerage
$377,796
48.3%
$360,788
53.4%
$17,008
4.7%
Binding Authority
110,000
14.0
101,950
15.1
8,050
7.9
Underwriting Management
295,107
37.7
213,390
31.5
81,717
38.3
Total Net commissions and fees
$782,903
$676,128
$106,775
15.8%
The following tables sets forth our revenue by type of commission and fees:
Three Months Ended March 31,
(in thousands, except percentages)
2026
% of
total
2025
% of
total
Change
Net commissions and policy fees
$717,553
91.7%
$623,966
92.3%
$93,587
15.0%
Supplemental and contingent
commissions
49,117
6.3
37,773
5.6
11,344
30.0
Loss mitigation and other fees
16,233
2.0
14,389
2.1
1,844
12.8
Total Net commissions and fees
$782,903
$676,128
$106,775
15.8%
Liquidity and Financial Condition
As of March 31, 2026, the Company had Cash and cash equivalents of $154.7 million and outstanding debt principal
of $3.6 billion.
Capital Return
In the first quarter, the Company returned approximately $64.8 million to shareholders through $40.0 million of
Class A common stock repurchases, representing 1.0 million shares, and $24.8 million of dividends and distributions.
As of March 31, 2026, the Company had $260.0 million of remaining authorization under its share repurchase
program.
Additionally, on April 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 May 26, 2026, to stockholders of
record as of the close of business on May 12, 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 updating its full year 2026 guidance for Organic Revenue Growth Rate and 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 100 - 150 basis points for 2026, as compared to
the prior year
5
*For a definition of Organic revenue growth rate and Adjusted EBITDAC margin, see “Non-GAAP Financial Measures and Key
Performance Indicators” below.
Executive Chairman Stock Option Program
On April 30, 2026, the Company announced a special, one-time stock option grant program, funded entirely by
Executive Chairman, Patrick G. Ryan, through the Ryan Stock Option Trust. The program is designed to be net neutral
to the Company's outstanding share count and is intended to support employee alignment. Please refer to the
Company's 8-K filed with the SEC for more information.
Conference Call Information
Ryan Specialty will hold a conference call to discuss the financial results at 4:45pm Eastern Time on April 30, 2026.
Interested parties may access the conference call through the live webcast, which can be accessed at https://ryan-
specialty-q1-2026-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.
6
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. 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 March 31,
2026, Other non-operating income consisted of $0.5 million of forfeitures of vested equity awards, $0.1 million of
7
seller reimbursement of acquisition-related retention incentives, and $0.1 million of sublease income. For the three
months ended March 31, 2025, Other non-operating income consisted of $0.3 million of seller reimbursement of
acquisition-related retention incentives and $0.1 million of sublease income. 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 March 31, 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 three months ended March 31, 2026, and subtracting the
consolidated financial data of the Company for the three months ended March 31, 2025. The summary unaudited
consolidated financial data for the twelve months ended March 31, 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.
8
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
9
Consolidated Statements of Income (Unaudited)
Three Months Ended
March 31,
(in thousands, except percentages and per share data)
2026
2025
Revenue
Net commissions and fees
$782,903
$676,128
Fiduciary investment income
12,326
14,038
Total revenue
$795,229
$690,166
Expenses
Compensation and benefits
495,176
430,289
General and administrative
108,761
106,060
Amortization
65,340
64,985
Depreciation
4,062
2,639
Change in contingent consideration
27,294
(14,042)
Total operating expenses
$700,633
$589,931
Operating income
$94,596
$100,235
Interest expense, net
53,733
54,508
Income from equity method investments
(5,531)
(4,937)
Other non-operating income
(711)
(377)
Income before income taxes
$47,105
$51,041
Income tax expense
6,508
55,430
Net income (loss)
$40,597
$(4,389)
GAAP financial measures
Total revenue
$795,229
$690,166
Net commissions and fees
782,903
676,128
Compensation and benefits
495,176
430,289
General and administrative
108,761
106,060
Net income (loss)
40,597
(4,389)
Compensation and benefits expense ratio (1)
62.3 %
62.3 %
General and administrative expense ratio (2)
13.7 %
15.4 %
Net income (loss) margin (3)
5.1 %
(0.6 %)
Earnings (loss) per share (4)
$0.14
$(0.22)
Diluted earnings (loss) per share (4)
$0.13
$(0.22)
Non-GAAP Financial Measures (Unaudited)
Three Months Ended
March 31,
(in thousands, except percentages and per share data)
2026
2025
Non-GAAP financial measures*
Organic revenue growth rate
11.8 %
12.9 %
Adjusted compensation and benefits expense
$461,832
$397,428
Adjusted compensation and benefits expense ratio
58.1 %
57.6 %
Adjusted general and administrative expense
$101,365
$92,237
Adjusted general and administrative expense ratio
12.7 %
13.4 %
Adjusted EBITDAC
$232,033
$200,501
Adjusted EBITDAC margin
29.2 %
29.1 %
Adjusted net income
$130,728
$107,839
Adjusted net income margin
16.4 %
15.6 %
Adjusted diluted earnings per share
$0.47
$0.39
10
Consolidated Balance Sheets (Unaudited)
(in thousands, except share and per share data)
March 31, 2026
December 31, 2025
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$154,650
$158,322
Commissions and fees receivable – net
565,259
488,951
Fiduciary cash and receivables
4,764,338
4,298,920
Prepaid incentives – net
15,326
13,550
Other current assets
79,255
100,437
Total current assets
$5,578,828
$5,060,180
NON-CURRENT ASSETS
Goodwill
3,217,450
3,225,021
Customer relationships
1,433,397
1,496,885
Other intangible assets
127,052
119,621
Prepaid incentives – net
29,718
27,849
Equity method investments
116,431
109,982
Property and equipment – net
66,138
69,461
Lease right-of-use assets
125,802
130,480
Deferred tax assets
305,565
310,138
Other non-current assets
11,257
14,554
Total non-current assets
$5,432,810
$5,503,991
TOTAL ASSETS
$11,011,638
$10,564,171
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities
$341,742
$284,403
Accrued compensation
257,275
519,251
Operating lease liabilities
27,189
25,987
Tax Receivable Agreement liabilities
30,047
—
Short-term debt and current portion of long-term debt
35,364
60,187
Fiduciary liabilities
4,764,338
4,298,920
Total current liabilities
$5,455,955
$5,188,748
NON-CURRENT LIABILITIES
Accrued compensation
81,362
70,096
Operating lease liabilities
146,200
153,089
Long-term debt
3,533,913
3,291,462
Tax Receivable Agreement liabilities
430,797
458,997
Deferred tax liabilities
47,354
49,834
Other non-current liabilities
97,003
97,894
Total non-current liabilities
$4,336,629
$4,121,372
TOTAL LIABILITIES
$9,792,584
$9,310,120
STOCKHOLDERS’ EQUITY
Class A common stock ($0.001 par value; 1,000,000,000 shares authorized, 128,867,457 and
129,603,426 shares issued and outstanding at March 31, 2026, and December 31, 2025,
respectively)
129
130
Class B common stock ($0.001 par value; 984,748,069 shares authorized and 134,351,649 shares
issued and outstanding at March 31, 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 March 31, 2026, and December 31, 2025)
—
—
Additional paid-in capital
506,021
513,610
Retained earnings
120,528
120,353
Accumulated other comprehensive income
9,390
13,845
Total stockholders’ equity attributable to Ryan Specialty Holdings, Inc.
$636,202
$648,073
Non-controlling interests
582,852
605,978
Total stockholders’ equity
$1,219,054
$1,254,051
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$11,011,638
$10,564,171
11
Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended
March 31,
(in thousands)
2026
2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)
$40,597
$(4,389)
Adjustments to reconcile net income (loss) to cash flows provided by operating activities:
Income from equity method investments
(5,531)
(4,937)
Amortization
65,340
64,985
Depreciation
4,062
2,639
Prepaid and deferred compensation expense
13,700
10,799
Non-cash equity-based compensation
17,351
19,873
Amortization of deferred debt issuance costs
2,422
2,374
Amortization of interest rate cap premium
—
1,739
Deferred income tax expense
3,142
2,720
Deferred income tax expense from common control reorganization
—
48,115
Changes in operating assets and liabilities, net of acquisitions:
Commissions and fees receivable – net
(77,800)
(17,088)
Accrued interest liability
(21,470)
(11,801)
Other current and non-current assets
18,524
41,130
Other current and non-current liabilities
(227,748)
(298,984)
Total cash flows used in operating activities
$(167,411)
$(142,825)
CASH FLOWS FROM INVESTING ACTIVITIES
Business combinations – net of cash acquired and cash held in a fiduciary capacity
—
(555,641)
Capital expenditures
(13,265)
(16,730)
Asset acquisitions
—
(664)
Total cash flows used in investing activities
$(13,265)
$(573,035)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on Revolving Credit Facility
524,942
574,056
Repayments on Revolving Credit Facility
(279,375)
(150,000)
Debt issuance costs paid
—
(1,548)
Repayment of term debt
(4,250)
(4,250)
Receipt of contingently returnable consideration
3,140
1,927
Payment of contingent consideration
(17)
(25,150)
Tax distributions to non-controlling LLC Unitholders
(1,294)
—
Receipt of taxes related to net share settlement of equity awards
1,714
1,569
Taxes paid related to net share settlement of equity awards
(1,496)
(1,700)
Class A common stock dividends and Dividend Equivalents paid
(16,795)
(15,074)
Distributions and Declared Distributions paid to non-controlling LLC Unitholders
(8,071)
(6,796)
Repurchases of Class A common stock
(40,019)
—
Payments related to Ryan Re preferred units
—
(85)
Net change in fiduciary liabilities
(92,194)
(36,109)
Total cash flows provided by financing activities
$86,285
$336,840
Effect of changes in foreign exchange rates on cash, cash equivalents, and cash and cash
equivalents held in a fiduciary capacity
(5,191)
10,081
NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A
FIDUCIARY CAPACITY
$(99,582)
$(368,939)
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
$1,484,888
$1,311,866
Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary
capacity
Cash and cash equivalents
$154,650
$203,549
Cash and cash equivalents held in a fiduciary capacity
1,330,238
1,108,317
Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity
$1,484,888
$1,311,866
12
Reconciliation of Organic Revenue Growth Rate
Three Months Ended
March 31,
(in thousands, except percentages)
2026
2025
Current period Net commissions and fees revenue
$782,903
$676,128
Less: Current period contingent commissions
(42,373)
(30,463)
Less: Revenue attributable to sold businesses
(13)
(146)
Net commissions and fees revenue excluding contingent commissions
$740,517
$645,519
Prior period Net commissions and fees revenue
$676,128
$537,887
Less: Prior year contingent commissions
(30,463)
(24,503)
Less: Revenue attributable to sold businesses
(657)
(539)
Prior period Net commissions and fees revenue excluding contingent commissions
$645,008
$512,845
Change in Net commissions and fees revenue excluding contingent commissions
$95,509
$132,674
Less: Mergers and acquisitions Net commissions and fees revenue excluding contingent
commissions
(15,246)
(67,155)
Impact of change in foreign exchange rates
(3,863)
430
Organic revenue growth (Non-GAAP)
$76,400
$65,949
Net commissions and fees revenue growth rate (GAAP)
15.8 %
25.7 %
Less: Impact of contingent commissions (1)
(1.0)
0.2
Net commissions and fees revenue excluding contingent commissions growth rate (2)
14.8 %
25.9 %
Less: Mergers and acquisitions Net commissions and fees revenue excluding contingent
commissions (3)
(2.4)
(13.1)
Impact of change in foreign exchange rates (4)
(0.6)
0.1
Organic Revenue Growth Rate (Non-GAAP)
11.8 %
12.9 %
(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.
13
Reconciliation of Adjusted Compensation and Benefits Expense to Compensation and Benefits Expense
Three Months Ended
March 31,
(in thousands, except percentages)
2026
2025
Total revenue
$795,229
$690,166
Compensation and benefits expense
$495,176
$430,289
Acquisition-related expense
(3,411)
(3,479)
Acquisition related long-term incentive compensation
(9,287)
(8,331)
Restructuring and related expense
(2,465)
—
Amortization and expense related to discontinued prepaid incentives
(830)
(1,178)
Equity-based compensation
(14,309)
(14,569)
Initial public offering related expense
(3,042)
(5,304)
Adjusted compensation and benefits expense (1)
$461,832
$397,428
Compensation and benefits expense ratio
62.3%
62.3%
Adjusted compensation and benefits expense ratio
58.1%
57.6%
(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
March 31,
(in thousands, except percentages)
2026
2025
Total revenue
$795,229
$690,166
General and administrative expense
$108,761
$106,060
Acquisition-related expense
(3,990)
(13,823)
Restructuring and related expense
(3,406)
—
Adjusted general and administrative expense (1)
$101,365
$92,237
General and administrative expense ratio
13.7%
15.4%
Adjusted general and administrative expense ratio
12.7%
13.4%
(1)Adjustments made to General and administrative expense are described in the definition of Adjusted EBITDAC in
“Non-GAAP Financial Measures and Key Performance Indicators.”
14
Reconciliation of Adjusted EBITDAC to Net Income
Three Months Ended
March 31,
(in thousands, except percentages)
2026
2025
Total revenue
$795,229
$690,166
Net income (loss)
$40,597
$(4,389)
Interest expense, net
53,733
54,508
Income tax expense
6,508
55,430
Depreciation
4,062
2,639
Amortization
65,340
64,985
Change in contingent consideration (1)
27,294
(14,042)
EBITDAC
$197,534
$159,131
Acquisition-related expense
7,402
17,302
Acquisition related long-term incentive compensation
9,287
8,331
Restructuring and related expense
5,871
—
Amortization and expense related to discontinued prepaid incentives
830
1,178
Other non-operating income
(711)
(377)
Equity-based compensation
14,309
14,569
IPO related expenses
3,042
5,304
Income from equity method investments
(5,531)
(4,937)
Adjusted EBITDAC
$232,033
$200,501
Net income (loss) margin
5.1%
(0.6)%
Adjusted EBITDAC margin
29.2%
29.1%
(1)For the three months ended March 31, 2025, Change in contingent consideration included a $12.4 million decrease in
valuation of the US Assure contingent consideration as a result of increased loss ratios impacting projected profit
commissions.
15
Reconciliation of Adjusted Net Income to Net Income
Three Months Ended
March 31,
(in thousands, except percentages)
2026
2025
Total revenue
$795,229
$690,166
Net income (loss)
$40,597
$(4,389)
Income tax expense
6,508
55,430
Amortization
65,340
64,985
Amortization of deferred debt issuance costs (1)
2,422
2,374
Change in contingent consideration
27,294
(14,042)
Acquisition-related expense
7,402
17,302
Acquisition related long-term incentive compensation
9,287
8,331
Restructuring and related expense
5,871
—
Amortization and expense related to discontinued prepaid incentives
830
1,178
Other non-operating income
(711)
(377)
Equity-based compensation
14,309
14,569
IPO related expenses
3,042
5,304
Income from equity method investments
(5,531)
(4,937)
Adjusted income before income taxes (2)
$176,660
$145,728
Adjusted income tax expense (3)
(45,932)
(37,889)
Adjusted net income
$130,728
$107,839
Net income (loss) margin
5.1%
(0.6)%
Adjusted net income margin
16.4%
15.6%
(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 months ended March 31, 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.
16
Reconciliation of Adjusted Diluted Earnings per Share to Diluted Earnings per Share
Three Months Ended
March 31,
2026
2025
Earnings (loss) per share of Class A common stock – diluted
$0.13
$(0.22)
Less: Net income attributed to dilutive shares (1)
—
—
Plus: Impact of all LLC Common Units exchanged for Class A shares (2)
0.02
0.20
Plus: Adjustments to Adjusted net income (3)
0.33
0.43
Plus: Dilutive impact of unvested equity awards (4)
(0.01)
(0.02)
Adjusted diluted earnings per share
$0.47
$0.39
(Share count in ’000)
Weighted-average shares of Class A common stock outstanding – diluted
137,341
125,420
Plus: Impact of all LLC Common Units exchanged for Class A shares (2)
134,476
136,064
Plus: Dilutive impact of unvested equity awards (4)
6,824
17,783
Adjusted diluted earnings per share diluted share count
278,641
279,267
(1)Adjustment removes the impact of Net income attributed to dilutive awards to arrive at Net income (loss)
attributable to Ryan Specialty Holdings, Inc. For the three months ended March 31, 2026, this removes $0.2 million
of Net income on 137.3 million Weighted-average shares of Class A common stock outstanding - diluted,
respectively. See “Note 10, Earnings (Loss) 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 March 31, 2026 and 2025, this includes $23.0 million and $23.3 million of Net
income, respectively, on 271.8 million and 261.5 million Weighted-average shares of Class A common stock
outstanding - diluted, respectively. See “Note 10, Earnings (Loss) 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 (loss) in “Adjusted Net Income and Adjusted Net Income Margin” on 271.8 million and 261.5 million
Weighted-average shares of Class A common stock outstanding - diluted for the three months ended March 31,
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 unvested equity awards as well as outstanding vested options and vested Class C
Incentive Units is calculated using the treasury stock method as if the weighted-average unrecognized cost
associated with the awards was $0 over the period, less any unvested equity awards determined to be dilutive
within the Diluted EPS calculation disclosed in “Note 10, Earnings (Loss) Per Share” of the unaudited quarterly
consolidated financial statements. For the three months ended March 31, 2026 and 2025, 6.8 million and 17.8
million shares were added to the calculation, respectively.
17
Reconciliation of Credit Adjusted EBITDAC to Net Income
(in thousands)
Twelve Months Ended
March 31, 2026
Total Revenue
$3,156,189
Net Income
$259,143
Interest expense, net
221,609
Income tax expense
30,105
Depreciation
14,512
Amortization
274,781
Change in contingent consideration
54,458
EBITDAC
$854,608
Acquisition-related expense
62,201
Acquisition related long-term incentive compensation
27,537
Restructuring and related expense
5,871
Amortization and expense related to discontinued prepaid incentives
3,984
Other non-operating income
(1,026)
Equity-based compensation
49,404
IPO related expenses
17,525
Income from equity method investments
(21,830)
Adjusted EBITDAC (1)
$998,274
Credit adjustments (2)
48,387
Credit Adjusted EBITDAC
$1,046,661
(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.

Source: View Original Filing on SEC EDGAR

FAQ

How did Ryan Specialty (RYAN) perform financially in Q1 2026?

Ryan Specialty delivered strong Q1 2026 results with total revenue of $795.2 million, up 15.2% year-over-year. Net income improved to $40.6 million from a $(4.4) million loss, while adjusted net income rose 21.2% to $130.7 million, reflecting robust underlying performance.

What was Ryan Specialty’s Q1 2026 earnings per share?

For Q1 2026, Ryan Specialty reported diluted earnings per share of $0.13. Adjusted diluted earnings per share, which exclude certain items like acquisition-related expenses and equity-based compensation, increased 20.5% year-over-year to $0.47, highlighting strong adjusted profitability growth.

What organic revenue growth did Ryan Specialty (RYAN) report for Q1 2026?

Ryan Specialty reported an organic revenue growth rate of 11.8% for Q1 2026. This measure excludes acquisition-related revenue, contingent commissions and certain other items, indicating solid underlying expansion driven by new client wins, expanded relationships and specialty and E&S market growth.

What dividend did Ryan Specialty declare and when will it be paid?

The board declared a regular quarterly dividend of $0.13 per share on Class A common stock. This dividend will be payable on May 26, 2026 to stockholders of record as of the close of business on May 12, 2026, including a $0.06 per share portion funded by free cash flow.

How much capital did Ryan Specialty return to shareholders in Q1 2026?

In Q1 2026, Ryan Specialty returned approximately $64.8 million to shareholders. This included $40.0 million of Class A common stock repurchases, representing 1.0 million shares, and $24.8 million of dividends and distributions, alongside $260.0 million of remaining repurchase authorization at March 31, 2026.

What full year 2026 guidance did Ryan Specialty provide?

For full year 2026, Ryan Specialty guides to an organic revenue growth rate in the mid-single digits. Management also expects the adjusted EBITDAC margin to be down 100–150 basis points compared to the prior year, suggesting slower growth and modest margin pressure versus recent performance.

What is Ryan Specialty’s liquidity and debt position as of March 31, 2026?

As of March 31, 2026, Ryan Specialty held $154.7 million of cash and cash equivalents and had $3.6 billion of outstanding debt principal. The company also reported total assets of $11.0 billion and total liabilities of $9.8 billion, providing a snapshot of its balance sheet profile.

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