v3.25.4

Mergers and Acquisitions | 12 Months Ended
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Dec. 31, 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 $549.6 million and contingent consideration of $19.6 million. Measurement period adjustments related to the initial valuation of contingent consideration of $1.5 million, Other current assets of $1.5 million, and net working capital of $0.9 million were recognized as a net $0.9 million increase in Goodwill on the Consolidated Balance Sheets as of December 31, 2025. 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 $28.9 million and contingent consideration of $23.8 million. A measurement period adjustment related to net working capital of $0.2 million was recognized as an increase in Goodwill on the Consolidated Balance Sheets as of December 31, 2025. 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. On July 1, 2025, the Company completed the acquisition of certain assets of J.M. Wilson Corporation (“JM Wilson”), a binding authority and surplus lines broker specializing in transportation insurance, headquartered in Portage, Michigan, for $67.2 million of cash consideration and $20.4 million of LLC Common Units. Measurement period adjustments related to Commissions and fees receivable – net of $0.8 million, the initial valuation of Customer relationships of $0.4 million, and net working capital of $0.6 million were recognized as a net $0.6 million increase in Goodwill on the Consolidated Balance Sheets as of December 31, 2025. On December 1, 2025, the Company completed the acquisition of Stewart Specialty Risk Underwriting Ltd. (“SSRU”), an MGU specializing in underwriting large-account, high-hazard property and casualty solutions, based in Toronto, Canada, for $124.3 million of cash consideration and $8.1 million of RYAN Class A common stock. 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 generally ranging from two to five years following the date of acquisition. The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired, inclusive of measurement period adjustments, during the year ended December 31, 2025:
| Velocity |  | USQ |  | 360 |  | JM Wilson |  | SSRU |  | Total |
Cash and cash equivalents | $17,736 |  | $— |  | $548 |  | $— |  | $8,200 |  | $26,484 |
Commissions and fees receivable – net | 23,650 |  | 13,124 |  | 571 |  | 2,887 |  | 3,293 |  | 43,525 |
Fiduciary cash and receivables | 105,779 |  | 1,649 |  | 4,221 |  | 22,032 |  | 19,574 |  | 153,255 |
Goodwill | 366,249 |  | 20,759 |  | 16,847 |  | 47,871 |  | 84,844 |  | 536,570 |
Customer relationships 1 | 216,400 |  | 19,100 |  | 12,303 |  | 39,500 |  | 51,354 |  | 338,657 |
Other intangible assets | 12,000 |  | 200 |  | 67 |  | 300 |  | 787 |  | 13,354 |
Property and equipment – net | — |  | — |  | — |  | 494 |  | 1,397 |  | 1,891 |
Lease right-of-use assets | 3,757 |  | 612 |  | — |  | 305 |  | 1,338 |  | 6,012 |
Other current and non-current assets | 2,862 |  | 101 |  | 82 |  | 131 |  | 148 |  | 3,324 |
Total assets acquired | $748,433 |  | $55,545 |  | $34,639 |  | $113,520 |  | $170,935 |  | $1,123,072 |
Accounts payable and accrued liabilities | 5,305 |  | 193 |  | — |  | 389 |  | 2,527 |  | 8,414 |
Accrued compensation | 7,129 |  | 373 |  | 43 |  | 231 |  | 1,030 |  | 8,806 |
Fiduciary liabilities | 105,779 |  | 1,649 |  | 4,221 |  | 25,018 |  | 19,574 |  | 156,241 |
Operating lease liabilities | 3,757 |  | 612 |  | — |  | 305 |  | 1,338 |  | 6,012 |
Deferred tax liabilities | 57,298 |  | — |  | 1,546 |  | — |  | 14,025 |  | 72,869 |
Total liabilities assumed | $179,268 |  | $2,827 |  | $5,810 |  | $25,943 |  | $38,494 |  | $252,342 |
Net assets acquired | $569,165 |  | $52,718 |  | $28,829 |  | $87,577 |  | $132,441 |  | $870,730 |
1 The acquired customer relationships have a weighted-average amortization period of 13.3 years. Estimates and assumptions used in the acquisition valuations are subject to change within the measurement period up to one year from each acquisition date. The Company recognized acquisition-related expenses, which include advisory, legal, accounting, valuation, and diligence-related costs, for the acquisitions above of $15.3 million during the year ended December 31, 2025, in General and administrative expense on the Consolidated Statements of Income. The Company recognized an aggregate $109.5 million of revenue related to the 2025 acquisitions above from their respective acquisition dates during the year ended December 31, 2025. Estimated tax deductible goodwill of $42.1 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. During the year ended December 31, 2024, measurement 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. 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. During the year ended December 31, 2024, a measurement period adjustment related to working capital of $5.2 million was recognized as an increase in Goodwill on the Consolidated Balance Sheets. 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. During the year ended December 31, 2024, 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. 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 included contingent consideration, however, the contingent consideration value was de minimis as of the acquisition date. A measurement period adjustment related to Commissions and fees receivable – net of $1.6 million was recognized as an increase in Goodwill on the Consolidated Balance Sheets as of December 31, 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. Measurement period adjustments related to Current Accrued compensation of $2.2 million, Deferred tax assets of $2.2 million, and Commissions and fees receivable – net of $4.7 million were recognized as increases in Goodwill on the Consolidated Balance Sheets as of December 31, 2025. The Company recognized acquisition-related expenses, which include advisory, legal, accounting, valuation, and diligence- related costs, for the 2024 acquisitions of $19.1 million during the year ended December 31, 2024, in General and administrative expense on the Consolidated Statements of Income. The Company recognized an aggregate $102.8 million of revenue related to the 2024 acquisitions from their respective acquisition dates during the year ended December 31, 2024. Estimated tax deductible goodwill of $735.8 million was generated as a result of these acquisitions. In conjunction with the closing of the Castel acquisition, the deal-contingent foreign currency forward (the “Deal-Contingent Forward”), as described in Note 12, Derivatives, was settled. 2023 Acquisitions On January 3, 2023, the Company completed the acquisition of certain assets of Griffin Underwriting Services, a binding authority specialist and wholesale insurance broker headquartered in Bellevue, Washington, for cash consideration of $115.5 million. On July 1, 2023, the Company completed the acquisitions of certain assets of ACE Benefit Partners, Inc., a medical stop loss general agent headquartered in Eagle, Idaho, and Point6 Healthcare, LLC, a distributor of medical stop loss insurance on behalf of retail brokers and third-party administrators headquartered in Plano, Texas, for an aggregate $46.8 million of cash consideration and $2.3 million of contingent consideration. During the year ended December 31, 2024, a measurement period adjustment related to the initial valuation of contingent consideration of $0.6 million was recognized as an increase in Goodwill on the Consolidated Balance Sheets. On July 3, 2023, the Company completed the acquisition of Socius Insurance Services (“Socius”), a national wholesale insurance broker headquartered in Northern California, for $253.5 million of cash consideration, $5.8 million of contingent consideration, and $2.7 million of RYAN Class A common stock. On December 1, 2023, the Company completed the acquisition of AccuRisk Holdings, LLC (“AccuRisk”), a medical stop loss managing general underwriter headquartered in Chicago, Illinois, for $98.3 million of cash consideration. During the year ended December 31, 2024, measurement period adjustments related to the initial valuation of contingent consideration of $0.3 million and Deferred tax assets of $0.4 million were recognized as increases in Goodwill on the Consolidated Balance Sheets. The Company recognized acquisition-related expenses, which include advisory, legal, accounting, valuation, and diligence- related costs, for the 2023 acquisitions of $7.1 million during the year ended December 31, 2023, in General and administrative expense on the Consolidated Statements of Income. The Company recognized an aggregate $47.2 million of revenue related to the 2023 acquisitions from their respective acquisition dates during the year ended December 31, 2023. 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 acquisitions occurred on January 1, 2024, the 2024 acquisitions occurred on January 1, 2023, and the 2023 acquisitions occurred on January 1, 2022. 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 dates indicated or of results that may occur in the future. The pre-acquisition Castel and US Assure results included in the pro forma figures below contain acquisition-related expenses that were not considered pro forma adjustments for the Company.
| Year Ended December 31, |
| 2025 |  | 2024 |  | 2023 |
Total revenue | $3,089,163 |  | $2,802,256 |  | $2,410,956 |
Net income | 276,189 |  | 14,715 |  | 68,743 |
The unaudited pro forma financial information includes adjustments related to incremental amortization expense on acquired intangible assets, transaction costs, incremental income tax expense related to CCRs (as defined in Note 17, Income Taxes), and the consequential tax effects of the pro forma adjustments. The unaudited pro forma financial information also includes an adjustment for incremental financing costs and interest expense resulting from the debt activity related to the US Assure and Innovisk acquisitions of $20.6 million and $99.0 million for the years ended December 31, 2024 and 2023, 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 14, 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:
| Year Ended December 31, |
| 2025 |  | 2024 |  | 2023 |
Change in contingent consideration | $13,122 |  | $(22,859) |  | $5,421 |
Interest expense, net | 8,090 |  | 5,472 |  | 3,052 |
Total | $21,212 |  | $(17,387) |  | $8,473 |
As of December 31, 2025, the aggregate amount of maximum consideration related to acquisitions was $597.4 million of contingent consideration and $13.5 million of contingently returnable consideration.

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