v3.25.4

Debt | 12 Months Ended
--- | ---
Dec. 31, 2025
Debt Disclosure [Abstract] |
Debt | DEBT Substantially all of the Company’s debt is carried at outstanding principal balance, less debt issuance costs and any unamortized discount. The following table is a summary of the Company’s outstanding debt:
| As of December 31, |
| 2025 |  | 2024 |
Term debt |  |  |  |
7-year term loan facility, periodic interest and quarterly principal payments, Adjusted Term SOFR + 2.00% as of December 31, 2025, Adjusted Term SOFR + 2.25% as of December 31, 2024, matures September 13, 2031 | $1,659,629 |  | $1,672,532 |
Senior secured notes |  |  |  |
8-year senior secured notes, semi-annual interest payments, 4.38%, mature February 1, 2030 | 402,677 |  | 401,676 |
8-year senior secured notes, semi-annual interest payments, 5.88%, mature August 1, 2032 | 1,209,908 |  | 1,198,183 |
Revolving debt |  |  |  |
5-year revolving loan facility, periodic interest payments, Adjusted Term SOFR + up to 2.50%, plus commitment fees of 0.25%-0.50%, matures July 30, 2029 | 74,062 |  | 1,207 |
Premium financing notes |  |  |  |
Commercial notes, periodic interest and principal payments, 5.25%, expire May 1, 2026 | 2,519 |  | — |
Commercial notes, periodic interest and principal payments, 5.25%, expire June 1, 2026 | 499 |  | — |
Commercial notes, periodic interest and principal payments, 5.25%, expire June 21, 2026 | 2,355 |  | — |
Commercial notes, periodic interest and principal payments, 6.25%, expired May 1, 2025 | — |  | 2,673 |
Commercial notes, periodic interest and principal payments, 6.25%, expired June 1, 2025 | — |  | 548 |
Commercial notes, periodic interest and principal payments, 6.25%, expired June 21, 2025 | — |  | 2,642 |
Units subject to mandatory redemption | — |  | 3,399 |
Total debt | $3,351,649 |  | $3,282,860 |
Less: Short-term debt and current portion of long-term debt | (60,187) |  | (51,732) |
Long-term debt | $3,291,462 |  | $3,231,128 |
The future maturities of long-term debt, which excludes premium financing notes, as of December 31, 2025, were as follows:
2026 | $54,814 |
2027 | 17,000 |
2028 | 17,000 |
2029 | 90,182 |
2030 | 17,000 |
Thereafter | 3,198,000 |
Total repayments | $3,393,996 |
Less: Unamortized discounts and debt issuance costs | (47,720) |
Total | $3,346,276 |
Term Loan In September 2024, the Term Loan principal increased from $1,650.0 million to $1,700.0 million. In August 2025, Moody’s Ratings upgraded the Company’s credit rating from B1 to Ba3. As a result, the applicable interest rate on the Company’s Term Loan decreased from Adjusted Term SOFR + 2.25% to Adjusted Term SOFR + 2.00%. As of December 31, 2025, $1,683.0 million of the principal was outstanding, $0.3 million of interest was accrued, and the related unamortized deferred issuance costs were $23.6 million. As of December 31, 2024, $1,700.0 million of the principal was outstanding, $0.3 million of interest was accrued, and the related unamortized deferred issuance costs were $27.8 million. Revolving Credit Facility The Revolving Credit Facility had a borrowing capacity of $1,400.0 million as of December 31, 2025 and 2024. Due to the nature of the instrument, the deferred issuance costs related to the facility of $7.5 million and $9.6 million as of December 31, 2025 and 2024, respectively, were included in Other non-current assets on the Consolidated Balance Sheets. The commitments available to be borrowed under the Revolving Credit Facility were $1,326.8 million as of December 31, 2025, as the facility was drawn on by $73.2 million. The commitments available to be borrowed under the Revolving Credit Facility were $1,399.7 million as of December 31, 2024, as the facility was reduced by $0.3 million of undrawn letters of credit. The Company pays a commitment fee on undrawn amounts under the facility of 0.25% - 0.50%. As of December 31, 2025 and 2024, the Company accrued $0.8 million and $1.2 million, respectively, of unpaid commitment fees related to the Revolving Credit Facility in Short-term debt and current portion of long-term debt on the Consolidated Balance Sheets. As of December 31, 2025, accrued interest on the facility was $0.1 million. Borrowings under the Term Loan and the Revolving Credit Facility are secured by a first-priority lien and security interest in substantially all of the assets, subject to certain exceptions, of existing and future material domestic subsidiaries of the Company. Senior Secured Notes due 2030 In February 2022, the LLC issued $400.0 million of Senior Secured Notes. As of December 31, 2025 and 2024, accrued interest on the notes was $7.3 million, and the related unamortized deferred issuance costs were $4.6 million and $5.6 million, respectively. Senior Secured Notes due 2032 In September 2024, the LLC issued $600.0 million of Senior Secured Notes at par. In December 2024, the LLC issued an additio nal $600.0 million of Senior Secured Notes at a price of 99.5% of their face value plus accrued interest from September 19, 2024. The notes issued in December 2024 were issued as additional notes under the same indenture as the notes that were issued in September 2024 and, as such, form a single series and trade interchangeably with the previously issued senior secured notes due 2032. As of December 31, 2025 and 2024, accrued interest on the notes was $29.4 million and $20.0 million, respectively, and the related unamortized deferred issuance costs, including discount, were $19.5 million and $21.8 million, respectively. Subsidiary Units Subject to Mandatory Redemption On December 29, 2025, Ryan Re Underwriting Managers, LLC (“Ryan Re”) settled its outstanding preferred units, which were held by the Ryan Parties, and as a result, there were no longer units outstanding as of December 31, 2025. During the year ended December 31, 2025, the Company made payments of $3.7 million to the Ryan Parties related to the units, which consisted of return of the initial investment and accrued return. As the units were originally due June 13, 2034, and were mandatorily redeemable, they were classified as Long-term debt on the Consolidated Balance Sheets as of December 31, 2024. The historical cost of the units was $3.3 million, which was valued using an implicit rate of 9.8%. Accretion of the discount using the implicit rate was recognized within Interest expense, net on the Consolidated Statements of Income. See Note 16, Related Parties, for further information on Ryan Re.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8A -Publisher FASB -URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A Reference 2: http://www.xbrl.org/2003/role/disclosureRef 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