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Mergers and Acquisitions | 6 Months Ended
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Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
Mergers and Acquisitions | Mergers and Acquisitions 2025 Acquisitions On February 3, 2025, the Company completed the acquisition of Velocity Risk Underwriters, LLC (“Velocity”), an MGU specializing in first-party insurance coverage for catastrophe exposed properties, headquartered in Nashville, Tennessee, for cash consideration of $548.6 million and contingent consideration of $19.6 million. During the six months ended June 30, 2025, a measurement period adjustment related to the initial valuation of contingent consideration of $1.5 million was recognized as a decrease in Goodwill on the Consolidated Balance Sheets. On May 1, 2025, the Company completed the acquisition of certain assets of USQRisk Holdings, LLC (“USQ”), a company based in New York, New York, and London, England, that underwrites, structures, prices, and places specialty insurance for corporate clients seeking bespoke, multi-year risk solutions, for cash consideration of $28.7 million and contingent consideration of $23.8 million. On May 16, 2025, the Company completed the acquisition of 360° Underwriting (“360”), an MGU specializing in commercial construction, based in Dublin and Galway, Ireland, for cash consideration of $28.2 million and contingent consideration of $0.6 million. The $44.1 million of contingent consideration liabilities established for the above acquisitions were measured at the estimated acquisition date fair value and were non-cash investing transactions. The contingent consideration liabilities are based on the individual businesses’ revenue or EBITDA targets, or both, over periods ranging from two to five years following the date of acquisition. The following table summarizes the estimated fair value of the aggregate assets and liabilities acquired during the six months ended June 30, 2025:
| Velocity |  | USQ |  | 360 |  | Total |
Cash and cash equivalents | $17,736 |  | $— |  | $839 |  | $18,575 |
Commissions and fees receivable – net | 23,650 |  | 13,124 |  | 585 |  | 37,359 |
Fiduciary cash and receivables | 105,779 |  | 1,649 |  | 5,486 |  | 112,914 |
Goodwill | 363,926 |  | 20,539 |  | 16,622 |  | 401,087 |
Customer relationships 1 | 216,400 |  | 19,100 |  | 12,303 |  | 247,803 |
Other intangible assets | 12,000 |  | 200 |  | 67 |  | 12,267 |
Lease right-of-use assets | 3,757 |  | 612 |  | — |  | 4,369 |
Other current and non-current assets | 4,310 |  | 101 |  | 40 |  | 4,451 |
Total assets acquired | $747,558 |  | $55,325 |  | $35,942 |  | $838,825 |
Accounts payable and accrued liabilities | 5,042 |  | 193 |  | — |  | 5,235 |
Accrued compensation | 7,457 |  | 373 |  | 81 |  | 7,911 |
Fiduciary liabilities | 105,779 |  | 1,649 |  | 5,486 |  | 112,914 |
Operating lease liabilities | 3,757 |  | 612 |  | — |  | 4,369 |
Deferred tax liabilities | 57,298 |  | — |  | 1,546 |  | 58,844 |
Total liabilities assumed | $179,333 |  | $2,827 |  | $7,113 |  | $189,273 |
Net assets acquired | $568,225 |  | $52,498 |  | $28,829 |  | $649,552 |
1 The acquired customer relationships have a weighted average amortization period of 13.0 years. The Company recognized acquisition-related expenses, which include advisory, legal, accounting, valuation, and diligence- related costs, for the acquisitions above of $3.3 million and $9.5 million during the three and six months ended June 30, 2025, respectively, in General and administrative expense on the Consolidated Statements of Income. The Company recognized aggregate revenue of $41.7 million and $55.4 million related to the acquisitions above from their respective acquisition dates during the three and six months ended June 30, 2025, respectively. Estimated tax deductible goodwill of $14.4 million was generated as a result of these acquisitions. 2024 Acquisitions On May 1, 2024, the Company completed the acquisition of Castel Underwriting Agencies Limited (“Castel”), a managing general underwriting platform headquartered in London, England, for cash consideration of $247.6 million, $2.2 million of RYAN Class A common stock, and contingently returnable consideration of $4.9 million. M easurement period adjustments related to deferred tax liabilities of $1.6 million, taxes payable of $0.9 million, and working capital of $0.5 million were recognized as a net $2.0 million decrease in Goodwill on the Consolidated Balance Sheets as of December 31, 2024. On August 30, 2024, the Company completed the acquisition of US Assure Insurance Services of Florida, Inc. (“US Assure”), a program specializing in builder’s risk insurance headquartered in Jacksonville, Florida, for cash consideration of $1,079.8 million and contingent consideration of $103.8 million. A measurement period adjustment related to working capital of $5.2 million was recognized as an increase in Goodwill on the Consolidated Balance Sheets as of December 31, 2024. On September 1, 2024, the Company completed the acquisition of certain assets of Greenhill Underwriting Insurance Services, LLC, an MGU focused on the allied health industry headquartered in Houston, Texas, for cash consideration of $11.7 million. Measurement period adjustments related to working capital of $0.4 million and the initial valuation of customer relationships of $0.1 million were recognized as a net $0.3 million increase in Goodwill on the Consolidated Balance Sheets as of December 31, 2024. On September 13, 2024, the Company completed the acquisition of the Property and Casualty (“P&C”) MGUs owned by Ethos Specialty Insurance, LLC (“Ethos P&C”) for cash consideration of $44.0 million. Ethos P&C is composed of eight programs which underwrite on behalf of insurance carriers. On October 1, 2024, the Company completed the acquisition of certain assets of EverSports & Entertainment Insurance, Inc., an MGU focused on sports, leisure, and entertainment headquartered in Carmel, Indiana, for $43.1 million of cash consideration. Total consideration for this acquisition also includes contingent consideration, however, the contingent consideration value was de minimis as of the acquisition date. A measurement period adjustment related to C ommissions and fees receivable – net of $1.6 million was recognized as an increase in Goodwill on the Consolidated Balance Sheets as of June 30, 2025. On November 4, 2024, the Company completed the acquisition of Innovisk Capital Partners (“Innovisk”), which is composed of seven specialty MGUs headquartered in London, England, for cash consideration of $426.8 million. T he Company recognized acquisition-related expenses, which include advisory, legal, accounting, valuation, and diligence- related costs, for the acquisitions completed during the six months ended June 30, 2024, of $1.2 million and $1.6 million during the three and six months ended June 30, 2024, respectively, in General and administrative expense on the Consolidated Statements of Income. Estimates and assumptions used in the acquisition valuations are subject to change within the measurement period up to one year from each acquisition date. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information presents the combined results of operations of the Company as if the 2025 and 2024 acquisitions occurred on January 1, 2024. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place on the date indicated or of results that may occur in the future. The pre-acquisition Castel results included in the pro forma figures below contain acquisition-related expenses that were not considered pro forma adjustments for the Company.
| Three Months Ended June 30, |  | Six Months Ended June 30, |
| 2025 |  | 2024 |  | 2025 |  | 2024 |
Total revenue | $857,077 |  | $786,666 |  | $1,560,684 |  | $1,410,787 |
Net income (loss) | 133,289 |  | 52,458 |  | 180,466 |  | (37,974) |
The adjustments to the unaudited pro forma financial information primarily include (i) a decrease of $48.0 million of income tax expense related to the Common Control Reorganization (“CCR”) resulting from the Velocity acquisition for the six months ended June 30, 2025, with an increase of $59.4 million in such income tax expense for the six months ended June 30, 2024, related to the CCRs resulting from the Velocity and Innovisk acquisitions, (ii) an increase in financing costs and interest expense resulting from the debt activity related to the US Assure and Innovisk acquisitions of $16.9 million and $65.4 million for the three and six months ended June 30 2024, respectively, (iii) incremental amortization expense on acquired intangible assets of $31.2 million and $66.6 million for the three and six months ended June 30, 2024, respectively, (iv) a decrease in transaction costs of $5.7 million and $10.8 million for the three and six months ended June 30, 2025, respectively, and an increase in such costs of $13.1 million for the six months ended June 30, 2024, and (v) a reduction in tax expenses related to the pro forma adjustments of $6.9 million and $20.5 million for the three and six months ended June 30, 2024, respectively. Contingent Consideration Total consideration for certain acquisitions includes contingent consideration or contingently returnable consideration, which is generally based on the EBITDA or revenue of the acquired business following a defined period after purchase. Further information regarding fair value measurements of contingent consideration and contingently returnable consideration is detailed in Note 12, Fair Value Measurements. The Company recognizes income or loss for the changes in fair value of estimated contingent consideration and contingently returnable consideration within Change in contingent consideration, and recognizes accretion of the discount on these assets or liabilities within Interest expense, net, on the Consolidated Statements of Income. The table below summarizes the amounts recognized:
| Three Months Ended June 30, |  | Six Months Ended June 30, |
| 2025 |  | 2024 |  | 2025 |  | 2024 |
Change in contingent consideration | $(759) |  | $1,243 |  | $(14,801) |  | $1,178 |
Interest expense, net | 1,655 |  | 864 |  | 3,987 |  | 1,801 |
Total | $896 |  | $2,107 |  | $(10,814) |  | $2,979 |
As of June 30, 2025, the aggregate amount of maximum consideration related to acquisitions was $605.7 million of contingent consideration and $13.7 million of contingently returnable consideration.

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