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 Options1	Staking Options1	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 were 2,273,330, 13,332, and 56,915, exercisable Reload, Staking, and Incentive Options,

respectively. The 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-to-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, the 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 after

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 awards 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 and $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