XML 34 R22.htm IDEA: XBRL DOCUMENT
v3.25.3

Income Taxes | 9 Months Ended
--- | ---
Sep. 30, 2025
Income Tax Disclosure [Abstract] |
Income Taxes | Income Taxes The Company is taxed as a corporation for income tax purposes and is subject to federal, state, and local taxes with respect to its allocable share of any net taxable income from the LLC. The LLC is a limited liability company taxed as a partnership for income tax purposes, and its taxable income or loss is passed through to its members, including the Company. The LLC is subject to income taxes on its taxable income in certain foreign countries, in certain state and local jurisdictions that impose income taxes on partnerships, and on the taxable income of its U.S. corporate subsidiaries. Effective Tax Rate The Company’s effective tax rate from continuing operations was (4.70)% and (45.50)% for the three months ended September 30, 2025 and 2024, respectively, and 26.40% and 7.90% for the nine months ended September 30, 2025 and 2024, respectively. The effective tax rate for the three months ended September 30, 2025, was lower than the 21% statutory rate primarily as result of the vesting of RSUs, exercising of Stock Options, and the income attributable to the non- controlling interests. The effective tax rate for the nine months ended September 30, 2025, was higher than the 21% statutory rate primarily as a result of the non-cash defer red income tax expense from the CCR related to the acquisition of Velocity, which is described below, offset by a decrease related to the vesting of RSUs, exercising of Stock Options, and the income attributable to the non-controlling interests. The effective tax rates for the three and nine months ended September 30, 2024, were lower than the 21% statutory rate primarily as a result of the vesting of RSUs, exercising of Stock Options, and the income attributable to the non-controlling interests. The Company does not believe it has any significant uncertain tax positions and therefore has no unrecognized tax benefits as of September 30, 2025, that, if recognized, would affect the annual effective tax rate. The Company does not anticipate material changes in unrecognized tax benefits within the next twelve-month period. Deferred Taxes The Company reported Deferred tax assets, net of deferred tax liabilities where appropriate, of $318.1 million and $448.3 million as of September 30, 2025 and December 31, 2024, respectively, on the Consolidated Balance Sheets. The decrease in the Deferred tax assets during the nine months ended September 30, 2025, was primarily the result of the CCR. As of September 30, 2025, the Company concluded that, based on the weight of all available positive and negative evidence, the deferred tax assets with respect to the Company’s basis difference in its investment in the LLC are more likely than not to be realized. As such, no valuation allowance has been recognized against that basis difference. Common Control Reorganization (CCR) Subsequent to the acquisition of Velocity, which was acquired by a wholly owned subsidiary of Ryan Specialty Holdings, Inc., the Company converted Velocity into an LLC (“Velocity LLC”) and transferred Velocity LLC to the LLC. This legal entity reorganization was considered a transaction between entities under common control. The CCR, inclusive of impacts from the Velocity measurement period adjustment, resulted in a reduction of deferred tax assets in the Company’s basis difference in its investment in the LLC of $145.1 million and a non-cash deferred income tax expense of $48.0 million for the nine months ended September 30, 2025. Additionally, the difference between the carrying value and the fair value of the investment transferred under common control resulted in an increase of $29.8 million to Non-controlling interests on the Consolidated Statements of Stockholders’ Equity during the nine months ended September 30, 2025. Tax Receivable Agreement (TRA) The Company is party to a TRA with current and certain former LLC Unitholders. The TRA provides for the payment by the Company to the current and certain former LLC Unitholders of 85% of the net cash savings, if any, in U.S. federal, state, and local income taxes that the Company actually realizes (or under certain circumstances is deemed to realize) from (i) certain increases in the tax basis of the assets of the LLC resulting from purchases or exchanges of LLC Common Units (“Exchange Tax Attributes”), (ii) certain tax attributes of the LLC that existed prior to the IPO (“Pre-IPO M&A Tax Attributes”), (iii) certain favorable “remedial” partnership tax allocations to which the Company becomes entitled (if any), and (iv) certain other tax benefits related to the Company entering into the TRA, including certain tax benefits attributable to payments that the Company makes under the TRA (“TRA Payment Tax Attributes”). The Company recognizes a liability on the Consolidated Balance Sheets based on the undiscounted estimated future payments under the TRA. The amounts payable under the TRA will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of the Company in the future. Based on current projections, the Company anticipates having sufficient taxable income to be able to realize the benefits and has recorded Tax Receivable Agreement liabilities of $473.2 million related to these benefits on the Consolidated Balance Sheets as of September 30, 2025. The following summarizes activity related to the Tax Receivable Agreement liabilities:
| Exchange Tax Attributes |  | Pre-IPO M&A Tax Attributes |  | TRA Payment Tax Attributes |  | TRA Liabilities |
Balance at December 31, 2024 | $253,233 |  | $83,415 |  | $99,648 |  | $436,296 |
Exchange of LLC Common Units | 26,173 |  | 1,967 |  | 8,005 |  | 36,145 |
Accrued interest | — |  | — |  | 783 |  | 783 |
Balance at September 30, 2025 | $279,406 |  | $85,382 |  | $108,436 |  | $473,224 |
During the nine months ended September 30, 2025 and 2024, increases to the TRA liabilities of $36.1 million and $95.6 million, respectively, due to exchanges of LLC Common Units for Class A common stock were recognized in Additional paid-in capital on the Consolidated Statements of Stockholders’ Equity. During the nine months ended September 30, 2025 and 2024, increases to the TRA liabilities of $0.8 million and $0.6 million, respectively, due to accrued interest were recognized in Other non-operating loss (income) on the Consolidated Statements of Income. Other Comprehensive Income (Loss) The following table summarizes the tax effects on the components of Other comprehensive income (loss):
| Three Months Ended September 30, |  | Nine Months Ended September 30, |
| 2025 |  | 2024 |  | 2025 |  | 2024 |
(Gain) loss on interest rate cap | $(237) |  | $1,022 |  | $(750) |  | $(1,009) |
Gain on interest rate cap reclassified to earnings | 513 |  | 863 |  | 1,456 |  | 2,479 |
Foreign currency translation adjustments | 1,313 |  | (2,357) |  | (5,331) |  | (2,540) |
Change in share of equity method investments’ other comprehensive income (loss) | (85) |  | 52 |  | 105 |  | (348) |

X
- References No definition available. + Details
Name: | us-gaap_IncomeTaxDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for income tax. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 740 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477617/942-740-50-1 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 740 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478822/944-740-50-1 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-12 Reference 5: http://www.xbrl.org/2003/role/exampleRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 231 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482663/740-10-55-231 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 12C -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 12B -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 270 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477891/740-270-50-1 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 6.I.5.Q1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480990/946-20-50-13 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(h)(2)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/740/tableOfContent Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-14 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 21 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-21 Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 17 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-17 Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SAB Topic 11.C) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2 Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482603/740-30-50-2 + Details
Name: | us-gaap_IncomeTaxDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration