v3.25.4

Equity-based Compensation | 12 Months Ended
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Dec. 31, 2025
Share-Based Payment Arrangement [Abstract] |
Equity-based Compensation | EQUITY-BASED COMPENSATION The Ryan Specialty Holdings, Inc. 2021 Omnibus Incentive Plan (the “Omnibus Plan”) governs, among other things, the types of awards the Company can grant to employees as equity-based compensation awards. The Omnibus Plan provides for potential grants of the following awards: (i) stock options, (ii) stock appreciation rights, (iii) restricted stock awards, (iv) performance awards, (v) other stock-based awards, (vi) other cash-based awards, and (vii) analogous equity awards made in equity of the LLC. IPO-Related Awards As a result of the Organizational Transactions, pre-IPO holders of LLC Units that were granted as incentive awards, which had historically been classified as equity and vested pro rata over five years, were required to exchange their LLC Units for either Restricted Stock or Restricted Common Units. Additionally, Reload Options or Reload Class C Incentive Units were issued to employees in order to protect against the dilution of their existing awards upon exchange to the new awards. Separately, certain employees were granted one or more of the following new awards: (i) RSUs, (ii) Staking Options, (iii) RLUs, or (iv) Staking Class C Incentive Units. The terms of these awards are described below. All awards granted as part of the Organizational Transactions and the IPO are subject to non-linear transfer restrictions for at least the five-year period following the IPO. Incentive Awards As part of the Company’s annual compensation process, the Company issues certain employees and directors equity-based compensation awards (“Incentive Awards”). Additionally, the Company offers Incentive Awards to certain new hires. These Incentive Awards typically take the form of (i) RSUs, (ii) RLUs, (iii) Class C Incentive Units, (iv) Stock Options, (v) PSUs, and (vi) PLUs. The terms of these awards are described below. Restricted Stock and Restricted Common Units As part of the Organizational Transactions, certain existing employee unitholders were granted Restricted Stock or Restricted Common Units in exchange for their LLC Units. The Restricted Stock and Restricted Common Units followed the vesting schedule of the LLC Units for which they were exchanged. LLC Units historically vested pro rata over 5 years.
| Year Ended December 31, 2025 |
| Restricted Stock |  | Weighted Average Grant Date Fair Value |  | Restricted Common Units |  | Weighted Average Grant Date Fair Value |
Unvested at beginning of period | 413,820 |  | $21.15 |  | 135,991 |  | $23.84 |
Granted | — |  | — |  | — |  | — |
Vested | (412,587) |  | 21.15 |  | (135,991) |  | 23.84 |
Forfeited | (1,233) |  | 21.15 |  | — |  | — |
Unvested at end of period | — |  | $— |  | — |  | $— |
Restricted Stock Units (RSUs) IPO RSUs Related to the IPO, the Company granted RSUs to certain employees. The IPO RSUs vest either pro rata over 5 years from the grant date or over 10 years from the grant date, with 10% vesting in each of years 3 through 9 and 30% vesting in year 10. Incentive RSUs Incentive RSUs vest either 100% 3 or 5 years from the grant date, pro rata over 3 or 5 years from the grant date, over 5 years from the grant date, with one-third of the grant vesting in each of years 3, 4 and 5, or over 7 years from the grant date, with 20% vesting in each of years 3 through 7. Upon vesting, RSUs automatically convert on a one-for-one basis into Class A common stock.
| Year Ended December 31, 2025 |
| IPO RSUs |  | Incentive RSUs |
| Restricted Stock Units |  | Weighted Average Grant Date Fair Value |  | Restricted Stock Units |  | Weighted Average Grant Date Fair Value |
Unvested at beginning of period | 2,699,966 |  | $23.14 |  | 2,374,687 |  | $43.33 |
Granted | — |  | — |  | 711,997 |  | 64.97 |
Vested | (588,054) |  | 22.83 |  | (461,648) |  | 41.44 |
Forfeited | (64,951) |  | 23.29 |  | (71,595) |  | 50.87 |
Unvested at end of period | 2,046,961 |  | $23.22 |  | 2,553,441 |  | $49.49 |
The weighted-average grant date fair value of Incentive RSUs granted during the years ended December 31, 2024 and 2023, was $53.39 and $41.37, respectively. The fair value of RSUs vested during the years ended December 31, 2025, 2024, and 2023, was $71.6 million, $46.2 million, and $19.8 million, respectively. Stock Options Reload and Staking Options As part of the Organizational Transactions and IPO, certain employees were granted Reload Options or Staking Options that entitle the award holder to future purchases of Class A common stock, on a one-for-one basis, at the IPO price of $23.50. The Reload Options either vested 100% 3 years from the grant date or vest over 5 years from the grant date, with one-third of the grant vesting in each of years 3, 4 and 5. In general, vested Reload Options are exercisable up to the tenth anniversary of the grant date. The Staking Options vest over 10 years from the grant date, with 10% vesting in each of years 3 through 9 and 30% vesting in year 10. Staking Options are exercisable up to one year after their vest date. Incentive Options Incentive Options entitle the award holder to future purchases of Class A common stock, on a one-for-one basis, at the respective exercise prices. The Incentive Options vest either over 5 years from the grant date, with one-third of the grant vesting in each of years 3, 4 and 5 or pro rata over 7 years from the grant date. In general, vested Incentive Options are exercisable up to the tenth anniversary of the grant date.
| Year Ended December 31, 2025 |
| Reload Options 1 |  | Staking Options 1 |  | Incentive Options |  | Incentive Options Weighted Average Exercise Price |
Outstanding at beginning of period | 3,870,764 |  | 66,667 |  | 281,652 |  | $43.97 |
Granted | — |  | — |  | — |  | — |
Exercised | (424,600) |  | — |  | (8,999) |  | 34.39 |
Forfeited or expired | (52,838) |  | — |  | (1,406) |  | 34.39 |
Outstanding at end of period | 3,393,326 |  | 66,667 |  | 271,247 |  | $44.34 |
1 As the Reload and Staking Options were one-time grants at the IPO, the weighted-average exercise price for any movements in these awards will perpetually be $23.50. As such, the values are not presented in the table above. The fair value of Incentive Options granted during the year ended December 31, 2024, was determined using the Black- Scholes option pricing model with the following assumptions:
Volatility | 25.0% |
Time to maturity (years) | 7.0 |
Risk-free rate | 4.2% |
Dividend yield | 0.8% |
Fair value per option | $17.09 |
There were no Incentive Options granted during the years ended December 31, 2025 or 2023. The use of a valuation model for Options requires management to make certain assumptions with respect to selected model inputs. Expected volatility was calculated based on the observed volatility for comparable companies. The expected time to maturity was based on the weighted-average vesting term and contractual term of the awards. The risk-free interest rate was based on U.S. Treasury rates commensurate with the expected life of the awards. The dividend yield was based on the Company’s expected dividend rate. As of December 31, 2025, there w ere 2,273,330, 13,332, and 56,915, exercis able Reload, Staking, and Incentive Options, respectively. T he aggregate intrinsic values and weighted-average remaining contractual terms of Stock Options outstanding and exercisable as of December 31, 2025, were as follows:
Aggregate intrinsic value ($ in thousands): |  |
Reload Options outstanding | $95,454 |
Reload Options exercisable | 63,949 |
Staking Options outstanding | 1,875 |
Staking Options exercisable | 375 |
Incentive Options outstanding | 2,090 |
Incentive Options exercisable | 612 |
Weighted-average remaining contractual term (in years): |  |
Reload Options outstanding | 5.3 |
Reload Options exercisable | 5.3 |
Staking Options outstanding | 3.9 |
Staking Options exercisable | 0.5 |
Incentive Options outstanding | 4.6 |
Incentive Options exercisable | 4.0 |
Restricted LLC Units (RLUs) IPO RLUs Related to the IPO, the Company granted RLUs to certain employees that vest either pro rata over 5 years from the grant date or over 10 years from the grant date, with 10% vesting in each of years 3 through 9 and 30% vesting in year 10. Incentive RLUs Incentive RLUs vest either 100% 3 years from the grant date, pro rata over 3 or 5 years from the grant date, or over 7 years from the grant date, with 20% vesting in each of years 3 through 7. Upon vesting, RLUs convert on a one-for-one basis into either LLC Common Units or Class A common stock at the election of the Company.
| Year Ended December 31, 2025 |
| IPO RLUs |  | Incentive RLUs |
| Restricted LLC Units |  | Weighted Average Grant Date Fair Value |  | Restricted LLC Units |  | Weighted Average Grant Date Fair Value |
Unvested at beginning of period | 1,293,538 |  | $25.10 |  | 686,712 |  | $44.30 |
Granted | — |  | — |  | — |  | — |
Vested | (154,592) |  | 25.05 |  | (48,064) |  | 36.44 |
Forfeited | — |  | — |  | — |  | — |
Unvested at end of period | 1,138,946 |  | $25.10 |  | 638,648 |  | $44.89 |
The weighted-average grant date fair value of Incentive RLUs granted during the years ended December 31, 2024 and 2023, was $51.33 and $41.14, respectively. Class C Incentive Units Reload and Staking Class C Incentive Units As part of the Organizational Transactions and IPO, certain employees were granted Reload Class C Incentive Units or Staking Class C Incentive Units, which are profits interests. When the value of Class A common stock exceeds the participation threshold, vested profits interests may be exchanged for LLC Common Units of equal value. On exchange, the LLC Common Units are immediately redeemed on a one-for-one basis for Class A common stock. The Reload Class C Incentive Units either vested 100% 3 years from the grant date or vest over 5 years from the grant date, with one-third of the grant vesting in each of years 3, 4 and 5. The Staking Class C Incentive Units vest either pro rata over 5 years from the grant date or over 10 years from the grant date, with 10% vesting in each of years 3 through 9 and 30% vesting in year 10. Class C Incentive Units Class C Incentive Units are profits interests. When the value of Class A common stock exceeds the participation threshold, vested profits interests may be exchanged for LLC Common Units of equal value. On exchange, the LLC Common Units are immediately redeemed on a one-for-one basis for Class A common stock. The Class C Incentive Units vest over 8 years from the grant date, with 15% vesting in each of years 3 through 7 and 25% vesting in year 8, or over 7 years from the grant date, with 20% vesting in each of years 3 through 7.
| Year Ended December 31, 2025 |
| Reload Class C Incentive Units |  | Staking Class C Incentive Units |  | Class C Incentive Units |  | Class C Incentive Units Weighted Average Participation Threshold |
Unvested at beginning of period | 952,595 |  | 1,605,003 |  | 495,822 |  | $36.80 |
Granted | — |  | — |  | — |  | — |
Vested | (494,763) |  | (271,667) |  | (45,000) |  | 34.13 |
Forfeited | — |  | — |  | — |  | — |
Unvested at end of period | 457,832 |  | 1,333,336 |  | 450,822 |  | $36.86 |
As the Reload and Staking Class C Incentive Units were one-time grants at the IPO, the weighted-average participation threshold for these awards will be consistent across any type of movement. The weighted-average participation threshold for Reload and Staking Class C Incentive Units was $23.14 and $23.34 as of December 31, 2025 and 2024, respectively. The decrease in the participation thresholds for the various types of Class C Incentive Units was due to the distributions declared with respect to these awards during the year ended December 31, 2025. Valuation Considerations LLC Common Units are exchangeable into shares of Class A common stock of the Company on a one-t o-one basis, which entitles the unitholders to TRA payments resulting from 85% of the tax savings generated by the Company. The various Class C Incentive Units have the same terms as the LLC Common Units, with the exception of their respective participation thresholds. When the price of the Class A common stock exceeds the participation threshold, the Class C Incentive Units can be exchanged for LLC Common Units of equal value and are entitled to the same TRA benefits upon an exchange to Class A common stock. In order to value the Class C Incentive Units, the Company is required to make certain assumptions with respect to select model inputs. Due to the nature of the underlying risks inherent in TRA payments and the uncertainty as to when the participation threshold will be satisfied for the various Class C Incentive Units, the Company uses a Monte Carlo simulation to explicitly model the impact of future stock prices on the size of the amortizable asset, as well as the impact of different levels of taxable income on the timing of the TRA payments, in a risk-neutral framework. For Class C Incentive Units granted during the year ended December 31, 2023, t he Monte Carlo simulation model used the following assumptions: the simulated closing stock price, the simulated taxable income, the risk-free interest rate, the expected dividend yield, and the expected volatility and correlation of the Company’s stock price and taxable income. The dividend yield was based on the Company’s expected dividend rate at the time of 0.0%. The risk-free interest rate of 4.0% was based on U.S. Treasury rates commensurate with a term of 30 years. The weighted-average grant date fair value of Class C Incentive Units granted during the year ended December 31, 2023, was $22.98. There were no Class C Incentive Units granted during the years ended December 31, 2025 or 2024. Performance Based Awards Performance Stock Units (PSUs) and Performance LLC Units (PLUs) Performance-based equity awards, PSUs and PLUs, are subject to the achievement of several defined performance and market metrics. All performance awards are subject to a total shareholder return (“TSR”) compound annual growth rate (“CAGR”) target and one or more of the following metrics: (i) an Adjusted EBITDAC margin target, (ii) an Organic revenue CAGR target, or (iii) an individual revenue target. The TSR CAGR is calculated from the base price, as outlined in the respective grant agreements, to the volume weighted-average price (“VWAP”) of Class A common stock for the period specified by the grant agreement plus dividends paid to Class A common shareholders. A minimum threshold for the TSR CAGR, as well as the targets for the other metrics, as applicable, must all be met in order for the awards to vest. In general, the PSUs and PLUs vest 5 years from the grant date. PSUs represent the right to receive Class A common shares and PLUs represent the right to receive LLC Common Units upon vesting. If the minimum threshold of the TSR CAGR is achieved, and the other required targets are achieved, the TSR CAGR target and, if applicable, the individual revenue target, will determine how many Class A common shares or LLC Common Units, as applicable, the awards vest into. Assuming at least the minimum thresholds are met, the awards will vest into between 75% and 150% of the applicable target stock or units, which will be calculated on a graduated basis. Confirmation of the targets will not occur until a fter earnings are reported for the final fiscal year in the award’s performance period. The probability of achieving the performance metrics is assessed each reporting period for expense purposes. During the year ended December 31, 2025, it was determined that the Adjusted EBITDAC margin target for the executive PSUs and PLUs granted in fiscal year 2024 was not probable of being achieved and, as a result, the expense previously recognized for these awards was reversed.
| Year Ended December 31, 2025 |
| PSUs |  | PLUs |
| Performance Stock Units |  | Weighted Average Grant Date Fair Value |  | Performance LLC Units |  | Weighted Average Grant Date Fair Value |
Unvested at beginning of period | 366,996 |  | $27.99 |  | 487,218 |  | $24.40 |
Granted | 1,367,329 |  | 27.46 |  | — |  | — |
Vested | — |  | — |  | — |  | — |
Forfeited | (121,405) |  | 25.45 |  | — |  | — |
Unvested at end of period | 1,612,920 |  | $27.73 |  | 487,218 |  | $24.40 |
The grant date fair values of the performance-based award s were determined using the Monte Carlo simulation valuation model with the following assumptions:
| Year Ended December 31, |
| 2025 |  | 2024 |
Volatility | 23.6% - 25.4% |  | 22.1% - 24.7% |
Time to maturity (years) | 4.7 - 4.8 |  | 3.4 - 4.1 |
Risk-free rate | 3.8% - 4.0% |  | 4.1% - 4.2% |
RYAN stock price at valuation date | $67.66 - $69.47 |  | $52.38 - $66.71 |
The use of a valuation model for the PSUs and PLUs requires management to make certain assumptions with respect to selected model inputs. Expected volatility was calculated based on the observed volatility for comparable companies. The time to maturity was based on the stock price CAGR target through the end of the performance period. The risk-free interest rate was based on U.S. Treasury rates commensurate with the performance period. The valuation also considers the difference in Dividend Equivalents and Declared Distributions (as defined below) that PSUs and PLUs are entitled to accrue. The weighted-average grant date fair values of PSUs and PLUs granted during the year ended December 31, 2024, were $27.99 an d $24.40, respectively. Non-Employee Director Stock Grants The Company grants RSUs to non-employee directors serving as members of the Company’s Board of Directors (“Director Stock Grants”), with the exception of the one director who has agreed to forgo any compensation for their service to the Board. The Director Stock Grants are fully vested upon grant. During the years ended December 31, 2025, 2024, and 2023, the Company granted 23,230, 22,935, and 19,698 Director Stock Grants, respectively, with weighted-average grant date fair values of $69.94, $49.07, and $40.86, respectively. Dividend Equivalents and Declared Distributions A majority of the Company’s unvested equity-based compensation awards, with the exception of Options and Class C Incentive Units, are entitled to accrue dividend equivalents if the award vests into Class A common stock (“Dividend Equivalents”) or declared distributions if the award vests into LLC Common Units (“Declared Distributions”) over the period the underlying award vests. The Dividend Equivalents and Declared Distributions will be paid in cash to award holders at the time the underlying award vests. If an award holder forfeits their underlying award, the accrued Dividend Equivalents or Declared Distributions will also be forfeit. Class C Incentive Units do not accrue cash distributions but instead have their participation thresholds lowered by each Declared Distribution. Options do not participate in dividends. As of December 31, 2025, the Company accrued $1.1 million and $0.1 million related to Dividend Equivalents and Declared Distributions, respectively, in Accounts payable and accrued liabilities, and $4.3 million and $0.6 million related to Dividend Equivalents and Declared Distributions, respectively, in Other non-current liabilities on the Consolidated Balance Sheets. As of December 31, 2024, the Company accrued $0.9 million and $0.1 million related to Dividend Equivalents and Declared Distributions, respectively, in Accounts payable and accrued liabilities, and $2.9 million and $0.4 million related to Dividend Equivalents and Declared Distributions, respectively, in Other non-current liabilities on the Consolidated Balance Sheets. Equity-Based Compensation Expense As of December 31, 2025, the unrecognized equity-based compensation expense and the related weighted-average remaining expense period, as applicable, related to the types of equity-based compensation awards described above were as follows:
| Amount |  | Weighted Average Remaining Expense Period (Years) |
IPO RSUs | $17,973 |  | 4.2 |
Incentive RSUs | 66,118 |  | 2.8 |
Reload Options | 219 |  | 0.6 |
Incentive Options | 154 |  | 1.0 |
PSUs | 30,760 |  | 4.2 |
IPO RLUs | 12,364 |  | 4.3 |
Incentive RLUs | 11,635 |  | 2.3 |
Reload Class C Incentive Units | 149 |  | 0.6 |
Staking Class C Incentive Units | 3,638 |  | 4.2 |
Class C Incentive Units | 3,509 |  | 3.0 |
Total unrecognized equity-based compensation expense | $146,519 |  |  |
The following table includes the equity-based compensation the Company recognized by award type from the view of expense related to pre-IPO and post-IPO awards.
| Recognized
| Year Ended December 31,
| 2025 |  | 2024 |  | 2023
IPO awards |  |  |  |  |
IPO RSUs and Staking Options | $8,041 |  | $11,522 |  | $15,760
IPO RLUs and Staking Class C Incentive Units | 9,849 |  | 9,284 |  | 11,424
Incremental Restricted Stock and Reload Options | 1,100 |  | 2,820 |  | 4,332
Incremental Restricted Common Units and Reload Class C Incentive Units | 798 |  | 3,328 |  | 7,119
Pre-IPO incentive awards |  |  |  |  |
Restricted Stock | 440 |  | 1,473 |  | 2,387
Restricted Common Units | 137 |  | 5,170 |  | 1,454
Post-IPO incentive awards |  |  |  |  |
Incentive RSUs | 33,092 |  | 29,769 |  | 19,245
Incentive RLUs | 7,644 |  | 7,728 |  | 4,567
Incentive Options | 2,058 |  | 974 |  | 466
Class C Incentive Units | 1,854 |  | 2,072 |  | 1,906
PSUs | 4,542 |  | 1,407 |  | —
PLUs | (2,058) |  | 2,058 |  | —
Other expense |  |  |  |  |
Director Stock Grants | 1,954 |  | 1,390 |  | 1,083
Total equity-based compensation expense | $69,451 |  | $78,995 |  | $69,743

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