Ryan Specialty (RYAN) Q4 2025 Earnings Transcript

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Date

Thursday, Feb. 12, 2026, at 5 p.m. ET

Call participants

• Executive Chairman — Patrick G. Ryan
• Chief Executive Officer — Timothy William Turner
• Chief Financial Officer — Janice M. Hamilton
• Chief Executive Officer, Underwriting Managers — Benjamin Miles Wuller
• Head of Investor Relations — Nick Musick

Takeaways

• Organic revenue growth -- 6.6% in the quarter and 10.1% for the year, supported by continued product and client diversification.
• Total revenue -- $751 million for the quarter (up 13%) and over $3.0 billion for the full year (up 21%), including a 10 percentage point contribution from M&A activity in annual results.
• Adjusted EBITDAC -- $222 million in the quarter (up 2.9%); $967 million for the year (up 19.2%).
• Adjusted EBITDAC margin -- 29.6% for the quarter, down from 32.6% prior year; 31.7% for the year, down from 32.2% prior year.
• Adjusted diluted EPS -- $0.45 in the quarter (flat year over year), $1.96 for the year (up 9.5%).
• Delegated authority revenue -- $1.4 billion, representing 47% of company total, doubled from $700 million (35% of total) two years ago.
• Acquisition activity -- Five acquisitions completed in the year, trailing revenue over $125 million; $2.7 billion invested in 12 acquisitions over two years.
• International expansion -- 24 offices, up from six in 2023, with a 50% increase in products to over 300.
• Project Empower -- New three-year restructuring program with a projected $160 million cumulative special charge through 2028, targeting $80 million of annual savings by 2029.
• Shareholder return initiatives -- $300 million share repurchase program authorized and an 8% increase to the regular quarterly dividend, now $0.13 per share for Class A stockholders.
• Leverage -- Quarter-end total net leverage at 3.2x, within a comfort corridor of 3x-4x but with willingness to go above for suitable M&A opportunities.
• Guidance for 2026 -- Anticipating high single-digit organic revenue growth and adjusted EBITDA margin flat to moderately down compared to prior year.
• Property pricing trend -- Fourth quarter property pricing declines of 25%-35% on large accounts; similar trends expected to persist in 2026.
• Casualty business -- Ongoing double-digit rate increases in high-hazard lines and continued sector-specific firming, with overall moderating growth in 2026.
• Interest expense outlook -- Projected GAAP interest expense of $210 million for 2026, with $55 million in the first quarter.
• Tax rate -- Adjusted effective tax rate stable at 26% for both quarter and full year, with similar rate expected in 2026.
• Contingent commissions -- Serve as a natural earnings hedge in softer markets; anticipated to remain relatively stable in 2026 following exceptional 2025 levels.
• Seasonality -- First quarter expected to be strongest for organic growth in 2026 due to contributions from Ryan Re.

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Risks

• Margin compression -- Adjusted EBITDAC margin declined for both quarter and full year, with management citing continued investments in talent, operations, and technology, and guidance for flat to moderately down adjusted EBITDA margin in 2026.
• Property market headwinds -- “We saw, particularly in the large accounts, rate decreases to 25% to 35%, which was higher than what we were seeing earlier in the year. We are currently expecting that to continue.”
• Construction delays -- “them teed up. But the macroeconomic pressure and the interest rates have slowed down the timeline between submit to quote to bind. So these projects are quoted, they are teed up, and the finance is just taking a little bit longer.”
• Margin target deferred -- 35% margin target deferred beyond 2027, with no projected timeline.

Summary

Ryan Specialty Holdings (NYSE:RYAN) reported robust full-year and quarterly revenue growth, driven by organic expansion and significant M&A contributions, despite notable margin compression due to sustained investment in talent and technology. Management announced a three-year restructuring program, Project Empower, aiming for $80 million in annual savings by 2029, with a cumulative $160 million charge anticipated through 2028. Shareholder return strategies expanded with a $300 million share repurchase program and an 8% dividend increase. The company expects persistent property pricing declines and a moderation in casualty growth in 2026, guiding to high single-digit organic revenue growth and stable to slightly reduced EBITDA margins, while maintaining disciplined capital allocation and ongoing investment in platform diversification.

• Adjusted EBITDAC for the quarter grew at a significantly slower rate than revenue, reflecting the impact of cost absorption and business mix changes.
• Delegated authority revenues have doubled in two years, now forming nearly half of total company revenue and indicating evolving business composition.
• International office count quadrupled over two years, evidencing accelerated global reach and product portfolio expansion.
• Share repurchase authorization and increased dividend highlight management’s confidence in valuation and future free cash flow generation despite macro and sector volatility.
• Property business declines were most severe in December, with management referencing 25%-35% rate cuts on large accounts, foreshadowing similar headwinds ahead.
• Contingent commissions—tied to underwriting results—are projected to remain stable but may not provide an upside catalyst in 2026 absent exceptional profitability events.
• Management remains open to higher leverage for attractive M&A, balancing shareholder returns with strategic growth investments as the sector experiences increased complexity and competition.

Industry glossary

• Delegated authority: Arrangement where an insurer gives a third party, such as a managing general underwriter (MGU), the authority to underwrite, price, and bind insurance policies on its behalf.
• Contingent commissions: Compensation paid by insurance carriers to intermediaries, dependent on the underwriting results or profitability of the business placed with the carrier.
• Binding authority: Specific delegated authority allowing an intermediary to both quote and bind coverage directly on behalf of an insurer.
• MGU (Managing General Underwriter): A specialized insurance intermediary with delegated authority to underwrite, price, and manage specialty insurance or reinsurance programs.
• E&S (Excess and Surplus): Segment of the insurance market for hard-to-place risks not covered by standard insurers.
• Panel consolidation: The trend of retail brokers reducing the number of wholesale broker relationships to concentrate placements with preferred partners.
• Project Empower: Three-year restructuring and technology transformation initiative, targeting efficiency gains and margin improvement.

Full Conference Call Transcript

Patrick G. Ryan: With me on today's call is our CEO, Timothy William Turner, our CFO, Janice M. Hamilton, our CEO of Underwriting Managers, Benjamin Miles Wuller, and our Head of Investor Relations, Nick Musick. In many ways, 2025 was a strong year for Ryan Specialty Holdings, Inc., particularly considering the significant headwinds the industry faced. Our results are a testament to our team's ability to outperform the challenging environment. Our conviction in putting our clients first, our unwavering focus on specialized expertise, commitment to attracting and retaining top talent, and dedication to excellence in everything we do. For the quarter, we delivered organic growth of 6.6%.

I am pleased with our performance, especially taking into account the volatile property market conditions, increased competition in select casualty lines, and continued delays in certain project-based business, all of which Tim will provide more color on shortly. For the full year, we surpassed revenues of $3,000,000,000, up 21% year over year, driven by organic growth of 10.1% on top of 2024, and significant contributions from our M&A strategy. We marked our seventh consecutive year of growing the top line by 20% or more and our fifteenth consecutive year of double-digit organic revenue growth. Adjusted EBITDAC grew 19.2% to $967,000,000. Adjusted EBITDAC margin was 31.7% compared to 32.2% in the prior year. Adjusted earnings per share grew 9.5% to $1.96.

We completed five acquisitions with trailing revenue of over $125,000,000. I would like to make a few comments on the overall market. Having lived through multiple insurance pricing cycles, I have seen hard markets come and go. What distinguishes this cycle is simple. It was harder for longer on the way up, and much faster on the way down, particularly as it relates to property. Throughout my career, I have never witnessed market sentiment shift this rapidly. We are currently operating in one of the most volatile and reactive insurance markets I have seen across my more than sixty years in the industry. Throughout this time, I have learned that volatility in market cycles is inevitable.

What sets us apart is rooted in the very vision this company was founded on. Brick by brick, we carefully constructed and intentionally diversified a platform to deliver innovative solutions to brokers, agents, and insurance carriers to deliver for our clients and shareholders when times get tough, regardless of the market cycle. We did not build Ryan Specialty Holdings, Inc. for the easy years. We built it for years like this, to power through transitioning markets. Diversified specialties, diversified products, and diversified earnings, all backed by world-class talent. All by design. That is what makes us different.

While we could not predict the precise timing or magnitude of this turn in the pricing cycle, we have long understood that the pricing cycle eventually moves from a tailwind to a headwind. From the very beginning, we made a deliberate decision to build more than a wholesale broker. We invested heavily in delegated authority, including both binding authority and underwriting management. The benefits of this strategy are clear: deepened specialty presence, an enhanced ability to bring products to market quickly, improved geographic balance through our international expansion, and a significantly expanded total addressable market.

Importantly, these strategies are underscored by alignment with our carrier trading partners and enhance the strength of our relationships with the capital providers who support us. Our delegated authority business generates meaningful revenue through contingent commissions, which are directly tied to the underwriting performance we deliver on our carriers' behalf. In softer markets, these contingent commissions act as a natural hedge, thus providing further diversification and balance to our total company earnings. Our numbers tell the story. Over the last two years, we have doubled our delegated authority revenue to $1,400,000,000, now reflecting 47% of our total. A remarkable rise from $700,000,000 and 35% of our total just two years ago. We have invested nearly $2,700,000,000 toward 12 acquisitions.

We have grown the number of products on our platform by 50% to over 300. We have expanded our international presence, now with 24 offices, up from just six in 2023, and still believe we are in the early innings. We have increased the size and capabilities of our central underwriting team to help support our efforts to deliver underwriting profits, growth, and scale. We have dramatically increased the breadth and depth of Ryan Re, our reinsurance MGU. We have established in-house alternative capital management solutions. We built a benefits division with distinguished capabilities and products, which are largely uncorrelated to the P&C cycle.

And we have invested significant resources into all aspects of alternative risk, including captive management and structured solutions. The diversification we have achieved is significant. Born out of the needs of the thousands of retail brokers with whom we trade, our enhanced offering has opened the door to additional opportunities across all our specialties and positions us well for a wide range of market outcomes. This evolution is exciting, but it also introduces greater complexity to our business. As a result, we are launching Empower, a three-year restructuring program designed to improve efficiency across the firm, particularly within delegated authority, and create headroom for additional investment.

Despite the success we have achieved, and in many ways because of it, we are not yet as efficient as we need to be. And Empower is about more than just efficiency. It is about enabling our people to do what they do best: more tools, faster innovation, and an even greater ability to deliver for our clients. AI will be a key enabler, allowing all our people to focus less on process and more on deepening client relationships. We are confident that Empower will deliver meaningful benefits for our colleagues, trading partners, and shareholders. Tim and Janice will provide more details in their remarks, but we anticipate a cumulative special charge of approximately $160,000,000 through 2028.

We expect the program will deliver approximately $80,000,000 of annual savings in 2029. The efficiencies we gain through Empower will enable us to continue making strategic investments in growth, top-tier talent, de novo formations, and address the rapidly evolving needs of our clients, allowing us to maintain industry-leading growth in the years to come. We expect these savings will help contribute to our goal of modest margin expansion in most years, while maintaining the flexibility to continue investing in our business. As a result, we believe our industry-leading organic growth and accelerated efficiencies across all of our specialties will lead to enhanced earnings growth. I also want to provide an update on capital allocation.

We are pleased to announce that our Board of Directors has authorized a $300,000,000 share repurchase program. The scale of our platform, combined with our robust free cash flow generation, gives us increased flexibility to expand how we deploy capital. This decision reflects our view that there is a meaningful dislocation between our current valuation and our confidence in the near and long-term outlook of our business. We remain committed to strategically investing for the long term, organically and inorganically, while also opportunistically purchasing our shares when we believe it to be the best use of our capital. The added option of share repurchases is aligned with our goal of enhanced shareholder returns over the near and long term.

As the coach of this terrific team, I am incredibly proud of our ability to deliver exceptional results in a challenging environment. Our performance is a testament to the depth, expertise, and determination of our people to provide value for our broker, agent, and insurance carrier partners in the face of numerous challenges. All of these efforts will drive significant additional value for our shareholders and ensure we remain the leading specialty insurance services firm in our industry. I am pleased to turn the call over to our Chief Executive Officer, Timothy William Turner. Tim,

Timothy William Turner: Thank you very much, Pat. Ryan Specialty Holdings, Inc. delivered our fifteenth consecutive year of double-digit organic growth, once again setting the standard for the specialty insurance industry. In a year where there have been significant pressures across the insurance broker landscape, our performance speaks to the resilience and differentiation of our platform. I am incredibly proud of how our team navigated what was without question the most challenging property environment the insurance industry has faced in decades. We capitalized on specific areas of accelerated growth as evidenced across many products and lines of business, most notably in high-hazard casualty and transportation.

We launched innovative solutions like Ryan Re's expanded relationship with Nationwide, Rack Re, our first-of-its-kind collateralized sidecar, and numerous real-time de novo formations to meet the emerging needs of the market. As you have seen us do repeatedly, we see an opportunity, we organize, we move at the speed in which our clients and trading partners demand. Turning to our results by specialty, our wholesale brokerage specialty demonstrated remarkable resilience in 2025, led by our exceptional talent and the continuation of secular trends like panel consolidation. In property, our team executed on behalf of our clients in the face of an exceptionally difficult pricing environment. For the full year, our property business declined only modestly.

The fourth quarter was particularly challenging. We saw further decline in property pricing as the quarter progressed. It was most notable in the month of December, particularly on certain large accounts, where pricing was down 25% to 35%. Additionally, and albeit in pockets, we saw instances of admitted carriers stepping back into certain segments, particularly on smaller accounts. Based on this continued softening in pricing, combined with January 1 reinsurance renewals and the widely held view of rate adequacy in property, we expect there could be similar pricing declines in 2026. We are not standing still. Our team of experts are focused on delivering the best solutions to our clients, winning head-to-head against our wholesale broker competitors.

Our goal remains clear: return to growth in property as soon as the market allows. That said, we remain optimistic about property beyond the near term. The frequency and severity of CAT events, increasing populations in CAT-affected areas, and continued demand for E&S solutions all support our belief that property will remain an important contributor to our growth over the long term. Meanwhile, our casualty practice had a very strong year. Underlying trends are moving in different directions across lines, but the net result remains favorable for Ryan Specialty Holdings, Inc. In high-hazard lines like transportation, health care, social and human services, and habitational, we continue to see significant price increases, in many cases exceeding 10%.

Across these difficult lines, we are seeing carriers tighten distribution, re-underwrite, change appetites, raise prices, and focus on limit management. Our professional lines team significantly outperformed the market despite continued pricing pressure, aiding our growth for the year, as well as social inflation and litigation trends which continue to support the need for adequate pricing. At the same time, we are seeing a more constructive tone from carriers looking to grow in casualty, which introduces additional competition beyond what we have been seeing in small commercial and middle market. This is leading to a slight moderation of pricing in certain pockets. Lastly, parts of the large construction industry remain a headwind, as project-based business faces continued delays.

But we are seeing early signs that activity may pick back up, and given recent interest rate cuts, we are optimistic heading into 2026. Taking these trends together, we are anticipating strong yet moderating casualty growth in 2026. On data centers, we are growing increasingly optimistic. As the leading wholesale broker in construction, we are in a great position to assist our clients as they navigate this rapidly evolving risk landscape. But it is not just construction. We bring deep expertise in builders risk, environmental, architects and engineers, and other complementary lines, as well as within the energy field, making us a natural partner for these complex placements.

With many projects in the planning phases and demand for insurance capacity only building, we believe we are well positioned to assist our retail broker clients. While these projects can be lumpy, our enthusiasm as well as our pipeline continue to grow. As we have said repeatedly, retail brokers use us when they need us. Here, we are honored to play an important role. Zooming out on wholesale brokerage, we believe the secular trends that have fueled our growth over the years remain intact. One worth highlighting is panel consolidation. The largest retail brokers continue to narrow the number of wholesale broker intermediaries they work with.

We see this playing out in real time in 2026 and 2027 and for years to come. Our scale, track record, and relationships with the top 100 retail brokers positions us well as this trend continues. Now turning to our delegated authority specialties, which include both binding authority and underwriting management. Our binding authority specialty continues to perform well, driven by our top-tier talent and expanding product set for small, tough-to-place commercial P&C risks. We continue to believe panel consolidation in binding authority remains a long-term growth opportunity, and we are well positioned to capitalize. Our underwriting management specialty, Ryan Specialty Underwriting Managers, delivered excellent results for the year, with strong performance across transactional liability, casualty, and transportation.

Our transactional liability practice performed exceptionally well, supported by the investments we have made over the past few years and a more constructive global M&A outlook. Velocity, our tier one property CAT MGU, continued to expand its distribution through RT, and ended the year with impressive year-over-year growth numbers. Conversely, while our builders risk MGU, US Assure, faces near-term pressure from project delays due to the heightened interest rate environment, we remain confident in the long-term opportunity as the housing market normalizes and construction activity picks up. Let me spend a moment on Ryan Re. Over the last six years, we have created a remarkable business, strategically positioning us to capitalize on an expanded opportunity set.

We are very proud of our ability to execute on our strategic partnership with Nationwide on the Markel reinsurance book. We are driving increased brand awareness, deeper relationships with clients, and diversification into niche specialty markets, enabling us to deliver on a very strong January 1 renewal season. Stepping back, our delegated authority strategy is a key differentiator for us. Our exceptional M&A activity over the last two-plus years cements Ryan Specialty Underwriting Managers as the preeminent delegated underwriting authority platform in the industry. As we have demonstrated, each of these acquisitions support our strategic vision of aligning specialized underwriting products with our distribution expertise across industries, expanding our capabilities, and offering clients diverse, innovative solutions.

Today, our delegated authority business manages north of $10,000,000,000 in premium across more than 300 products, and has been recognized by Business Insurance as the largest delegated authority platform. What sets us apart is our consultative approach. We create bespoke solutions because our broker, agent, and insurance carrier clients entrust us to solve problems alongside them. Our scale allows us to build markets and launch de novo programs with speed and efficiency in response to our clients' individual needs. We are here to add value and complement our trading partners, filling niches where needed and strengthening their distribution model, not to compete with them.

Our skill and discipline to manage these businesses through the insurance cycle bolsters our ability to deliver consistently profitable underwriting results, growth, and scale over the long term. Now turning to price and flow. We have repeatedly noted that in any cycle, as certain lines are perceived to reach pricing adequacy, admitted markets historically reenter select placements. While we saw small pockets of this dynamic playing out in property during the fourth quarter, particularly on smaller accounts, the standard market has not meaningfully impacted rate or flow in the aggregate across our portfolio.

As we have consistently said, we continue to expect the flow of business into the specialty and E&S market—more so than rate—to be a significant driver of Ryan Specialty Holdings, Inc.'s growth over the long term. Turning to M&A and capital allocation. We completed another exceptional year of acquisitions, closing five transactions with trailing revenue of over $125,000,000, including Velocity, USQ, Three Sixty Underwriting, JM Wilson, and SSRU, to name a few. M&A has been and continues to be a top capital allocation priority for us. We remain disciplined in our approach to M&A, only moving forward when all of our criteria are met: a strong cultural fit, strategic, and accretive.

More broadly on capital allocation, we are excited to announce our first share repurchase program, adding another tool to our tool belt. Given the current dislocation that Pat mentioned, combined with our confidence in our near and long-term outlook, we believe now is the right time to act. The addition of this lever gives us more flexibility in how we return value to our shareholders. To sum up 2025, our colleagues performed exceptionally well, particularly in the face of a complex and rapidly evolving insurance and macro environment, which is a testament to the resilience and durability of our people and this platform.

With that being said, we have built an intentionally diversified platform at Ryan Specialty Holdings, Inc., one that is able to not only withstand the ever-changing landscape, but power through it. A platform that provides us with many avenues for expansion, designed to deliver industry-leading organic growth. As Pat mentioned, over the last two years, we have invested nearly $2,700,000,000 toward 12 acquisitions, significantly diversifying our platform with new products, geographies, capabilities, and businesses. This transformation has been exciting. With scale comes complexity. As a result, we are focused on further positioning the business to adapt and are excited to discuss Project Empower, our three-year restructuring program.

Empower is designed to streamline our broking and underwriting, optimize our scale, accelerate our data and technology strategies, and enhance efficiencies across all our specialties. Empower is not just about efficiency. It is about enabling our people to do what they do best: more tools, faster innovation, and an even greater ability to deliver for our broker, agent, and insurance carrier partners. The efficiencies we gain through the Empower program will enable us to continue making strategic investments in growth, top-tier talent, de novo formations, and address the rapidly evolving needs of our clients, allowing us to maintain industry-leading growth in the years to come.

We will continue to invest in our business—in talent, innovation, technology, and AI—investments that will lead to margin expansion over time, while maintaining flexibility to capitalize on strategic opportunities like our talent initiative late last year. Our scale, scope, and intellectual capital, thoughtfully crafted over a fifteen-year history, is unmatched. It is the foundation of our ability to continue winning and expanding our market share over time. This platform is exceedingly difficult to replicate, and the diversification we have achieved is significant. We continue to improve upon our competitive moat, and we will continue investing to widen the gap between Ryan Specialty Holdings, Inc. and the rest of the specialty industry.

With that, I will now turn the call over to our CFO, Janice. Thank you.

Janice M. Hamilton: Thanks, Tim. In Q4, total revenue grew 13% period over period to $751,000,000. Growth was comprised of organic revenue growth of 6.6%, contributions from M&A, which added over five percentage points to our top line, and contingent commissions as we continue to deliver strong underwriting profits for our carrier trading partners. As Tim discussed, the fourth quarter reflected an intensification of the trends we have been navigating throughout the year. Adjusted EBITDAC grew 2.9% to $222,000,000. Adjusted EBITDAC margin was 29.6% compared to 32.6% in the prior year period. Adjusted diluted earnings per share of $0.45 was comparable period over period. Our full year 2025 results reflect the resilience and diversification of our platform.

Total revenue grew 21% to over $3,000,000,000, driven by organic revenue growth of 10.1% and strong contributions from M&A, which added 10 percentage points to our top line. Adjusted EBITDAC grew 19.2% to $967,000,000. Adjusted EBITDAC margin was 31.7%, compared to 32.2% in the prior year. As we have discussed throughout the year, our margin was impacted by significant investments, principally in talent, operations, and technology. Our talent investment was broad based. We added key data- and AI-focused resources within our central underwriting teams to support our expanded underwriting businesses, integrated strong talent to support Ryan Re, and hired top-tier talent within alternative risk. We recruited at scale in wholesale brokerage, which heavily impacted our fourth quarter results.

Adjusted EPS grew 9.5% to $1.96 per share. Our adjusted effective tax rate was 26% for both the quarter and the full year. We expect a similar tax rate in 2026. Based on the current interest rate environment and at current debt levels, we expect to record GAAP interest expense, net of interest income on our operating funds, of approximately $210,000,000 in 2026, with $55,000,000 in the first quarter. We ended the quarter at 3.2 times total net leverage on a credit basis. We remain well positioned within our strategic framework and are willing to temporarily go above our comfort corridor of three to four times for compelling M&A opportunities that meet our criteria.

More broadly on capital allocation, our Board of Directors approved an 8% increase to our regular quarterly dividend for our Class A stockholders, now at $0.13 per share. We are pleased to grow our dividend at a modest and sustainable level. Additionally, our Board has authorized Ryan Specialty Holdings, Inc.'s first share repurchase program of $300,000,000. We have consistently demonstrated our ability to manage this business with an unwavering focus on strong free cash flow generation—one of the many great attributes of our firm and the broader insurance brokerage sector as a whole. Our free cash flow affords us the ability to deploy capital strategically, whether in organic investments, acquisitions, dividends, and now opportunistic share repurchases.

This repurchase program is a reflection of our confidence in our near- and long-term outlook and an opportunity to create additional value for shareholders. Turning to Project Empower. As Pat and Tim both mentioned, over the last two years, we have invested nearly $2,700,000,000 toward 12 acquisitions, significantly diversifying our platform. As you would expect, an expansion of this magnitude has increased the complexity of our business.

As a result, we are launching the Empower program, designed to: number one, streamline our broking and underwriting operations by standardizing processes, integrating operating platforms, increasing automation, and driving efficiency and product innovation; two, optimize our scale by eliminating redundancies to fully leverage and further monetize the investments we have made over the last several years; three, accelerate our data and technology strategies by building a single, unified platform that harnesses advanced analytics and AI to improve client outcomes and drive operational excellence; four, enhance efficiencies across all our specialties, leading to more consistent interactions across our 30,000-plus retail and wholesale broker relationships and deepen interactions with our 180-plus delegated authority carrier relationships; and finally, create headroom for additional investment.

We anticipate a cumulative special charge of approximately $160,000,000 through 2028. We expect the program will deliver approximately $80,000,000 of annual savings in 2029. We expect the savings to ramp up over time. We expect these savings will help contribute to our goal of modest margin expansion in most years, while maintaining the flexibility to continue investing in our business. Looking forward, we believe our industry-leading organic growth and accelerated efficiencies across all of our specialties will lead to enhanced earnings growth. Turning to guidance. We are guiding to organic revenue growth in the high single digits for 2026.

This reflects our current view of market conditions, including continued property pricing pressures, a more moderate pace of casualty growth, and broader macroeconomic uncertainty. From a seasonality perspective, we expect Q1 to be our strongest quarter for organic growth, aided by Ryan Re, as Tim mentioned. As a result of business mix changes and external trends, we expect organic growth to fluctuate quarter to quarter, but we remain confident in our full-year outlook. We believe we will consistently deliver leading organic growth on an annual basis moving forward. For the full year 2026, we are guiding to an adjusted EBITDA margin of flat to moderately down as compared to the prior year.

Embedded in this guide are a few headwinds, notably the impact of lower interest rates on fiduciary investment income, stable contingent commissions following an exceptional 2025, and higher health care and benefit costs. More importantly, we are continuing to absorb the significant talent and technology investments we made in the fourth quarter. As we closed out 2025, I am incredibly proud of the results we have delivered. Another year of industry-leading growth, particularly in the face of a very challenging environment, is a testament to the depth, breadth, expertise, and determination of our team.

Looking ahead to 2026, we are well positioned to further differentiate Ryan Specialty Holdings, Inc. as the destination of choice for the industry's top talent, powered by our commitment to innovation, our empowering culture, and the scale and scope we have built over the last fifteen years. With that, thank you for your time and we would like to open up the call for Q&A. Operator?

Operator: At this time, if you would like to ask a question, please click on the raise hand button, which can be found on the black bar at the bottom of your screen. You may remove yourself from the queue at any time by lowering your hand. When it is your turn, you will hear your name called and receive a message on your screen asking you to unmute. Please unmute and ask your question. We will wait one moment to allow the queue to form.

Janice M. Hamilton: Our first question will come from Elyse Beth Greenspan with Wells Fargo.

Operator: Your line is now open. Please unmute and ask your question.

Elyse Beth Greenspan: Hi. Thanks. Good evening. I guess my first question, I just want to spend more time on the organic guide, right? So it sounds like for 2026, you guys are expecting that the property price declines will be at the same level as in 2025. Yet the organic guidance is now high single digits versus, like, this year where the guide—or sorry, in 2025—where the guide had been double digits. So what is the driver of that just in relation to property as well as just the overall change in the guide for 2026? Yep. Hi, Elyse, and good evening.

Janice M. Hamilton: I will start this, and then Tim might want to add a little bit more on the property color. As you probably picked up on from our remarks, the fourth quarter really marked an intensification of some of these property pricing trends. We saw, particularly in the large accounts, rate decreases to 25% to 35%, which was higher than what we were seeing earlier in the year. We are currently expecting that to continue. We did see some smaller commercial business starting to head back towards the admitted market, but not necessarily in a meaningful way.

So I would not necessarily call that out as a significant headwind in any way for 2026, but it is really the continuation of the property pricing declines that we saw intensify within the fourth quarter. On top of that, Tim mentioned the fact that in casualty, there are a number of different pricing conditions that are going in a lot of different directions. All of that we expect to be favorable to us. But that strong growth that we experienced in 2025, we expect to moderate within 2026. So those are the two things that I would call out.

We had, for 2025, timing related to some of the construction business that for us was stronger within the third quarter. We also had a stronger third quarter as it related to transactional liability. All headwinds or potential headwinds that we had called out in the third quarter as we headed into the fourth. But really the two trends that we are looking at for 2026 that are continuing is around property and moderating casualty growth. So anything you would want to add on either of those?

Timothy William Turner: Sure. Hello, Elyse. I would just add that obviously property is the big headwind here. But we have several niche firming phenomenons going on in casualty and professional liability. So the flow itself, up 8% in the stamping offices, remains very opportunistic for us. We are capturing a significant amount of new business coming into the channel, and we are winning in head-to-head competition with other wholesale brokers. So we believe there is plenty of new business for us to capture this year. And we continue to look for new innovative ways to broker that business and underwrite it.

We can name a few niche firming phenomenons so as you could take with you, but sports and entertainment would clearly be one of them. Lots of consumer product liability loss leaders in the reinsurance world, tough casualty risks with latency issues, public entity and municipality business really firming up for us, and social and human services and transportation. So lots of opportunities with increased flow and demand for our services and we feel really good about 2026.

Elyse Beth Greenspan: Thanks. And then my follow-up question, we have seen the broker sector really underperform this week just on some overall concerns about AI really hitting the group. I would just love to get views just relative to AI impacts on Ryan and just the brokerage sector at large.

Patrick G. Ryan: This is Pat. We look at AI as an ally, not as an adversary. Lots of opportunities for us to embrace AI and improve, as you have mentioned, the tools for our people to serve our clients even more effectively. We also believe that there are going to be some significant efficiencies through AI. We cannot quantify them at this time. We are very excited about them.

Timothy William Turner: I have had

Patrick G. Ryan: friends over the years where people have always said brokers are going to be disintermediated. But I want to emphasize is that the brokers—and we are leading this in the organic growth phenomenon that we have—timeless value of advice and advocacy. We are going to get efficiencies. But the specialty skills that our underwriters and our brokers have in these practice group verticals—they have the trust and relationship with the markets and with the clients in terms of the dynamic changes that are occurring both in carrier appetite and, frankly, in new risks and new ways to design. But also a clear understanding of which are the markets to take those to. And that appetite changes really quickly.

So we have tremendous tailwinds in improving our productivity, improving our speed to market. Speed to market in our space is critical, and we know that when we give a great design product with competitive rates and terms and conditions, and we do that promptly, that accelerates our growth. Because the brokers are smart. They see the opportunity, and they want to serve their client. So we advocate every day, all day long on behalf of our clients. And so AI is going to help us to serve our clients more effectively and faster. So that is how we feel about disintermediation. I have been resisting that term for over thirty years.

Operator: Our next question will come from Alex Scott with Barclays.

Operator: Alex, I see you have unmuted. Please go ahead.

Timothy William Turner: Hey. Sorry about that. I think you guys can probably hear me.

Alex Scott: One I had for you is on the app for construction. I know you mentioned there are still a lot of projects that have not started up yet. But can we think about some of the comparisons when we consider the 25%, I think, began to have maybe a little softness in the growth in construction. As you lap some of that, does it become a little bit easier? And less drag as we get into 2026? I am just trying to understand that part of your business. And also just thinking through the acquisition you did.

Timothy William Turner: Yeah. The construction segment and practice group for us remains very, very strong. Keep in mind that a large percentage of our construction business is renewable. So we write artisans, subs, GCs, all the New York construction lines. They are renewable. What you see and what the headwind is all about are these large infrastructure projects, including residential construction projects. There has been a slowdown, not in flow. Our flow is very strong. We believe we are industry leading. And we are getting them quoted. We are getting them teed up. But the macroeconomic pressure and the interest rates have slowed down the timeline between submit to quote to bind.

So these projects are quoted, they are teed up, and the finance is just taking a little bit longer. So you saw a lumpy 2025 as a result. We had some unbelievable victories in large construction projects, data centers, and then there was a slowdown. So we are still very bullish on it. We believe it will grow exponentially. And we believe we are the leading intermediary and underwriter in the construction industry in the US.

Janice M. Hamilton: I would just add, from an outlook perspective for 2026, just given the continued uncertainty from a macroeconomic perspective, it is still too early to tell effectively how that will play out in 2026. So yes, we have a very strong pipeline, but those macroeconomic headwinds and visibility there do give us pause in terms of the timing of when some of these might hit.

Timothy William Turner: Absolutely.

Alex Scott: Got it. That is helpful. And the share repurchase authorization, can you talk a bit about that? And just how you are viewing the M&A environment currently? Particularly in light of, I guess, the currency in your own stock valuation or what you are seeing for private equity valuations and how that all plays into capital management.

Patrick G. Ryan: Well, I want to start off by saying the share repurchase does not in any sense diminish our commitment and enthusiasm for M&A. We are committed to it. That is the number one priority for our capital allocation. But, quite frankly, with the compression of our stock, and we look at the true value as we look at what we are going to grow in the near term and the long term, intermediate term and long term, we consider it to be a great investment for our shareholders and that improves shareholder returns. And so we are seizing the opportunity.

Janice M. Hamilton: Simple as that. And then from an M&A perspective as well, you mentioned that it is our top capital allocation priority. Right now, with the transitioning market that we face, we need to continue to be very disciplined, evaluating potential M&A criteria— all of our criteria—to ensure those are met before we move forward with any acquisition. So it is really about ensuring that we balance and utilize this program opportunistically because we do believe, as Pat said, given the dislocation in our valuation compared to our confidence in our outlook, that this is the best use of our capital at this time.

Operator: Your next question will come from Brian Meredith with UBS.

Brian Meredith: Yes. Thanks. Two questions here. The first one more short term. The second one is more longer term. In the underlying growth guidance, I am just curious if you can kind of give us a little sense of what client demand you are expecting. I mean, are you seeing clients buying additional coverage with some of these price decreases? Or is the fact that you are seeing some economic uncertainty you are not quite sure that is going to happen? I thought that would have been a nice offset.

Timothy William Turner: Yep. Hello, Brian. I would say this, that most commercial buyers of property and casualty insurance are connected to lender agreements and loan covenants. And so those limit requirements are prequalified early on in our approach to marketing these accounts. So we do not really see a change so much in the limits that they are buying. But the structure demands are a little bit different. So higher retention levels in certain accounts. Alternative risk, as Pat has mentioned many times, comes into play on the most difficult risks in the United States.

So having the ability to be flexible for us to be able to structure these accounts in such a way that meets the unique needs of these buyers is important. And so we feel very confident that we can answer the bell on even the most difficult risks that we see in America. So I would say this, that we do not see any measurable trends of buying less. It happens, but there is not really a trend that we could put our finger on.

Brian Meredith: Great. That is helpful. And then from a longer-term perspective, is the, call it, high single-digit organic growth that you are looking for in 2026, call it maybe a more normalized environment? And how are you thinking about these talent investments that you talked about last quarter factoring into organic growth as we look to the latter part of this year and into 2027?

Janice M. Hamilton: Yep. And, Brian, thank you for the question, because I should have highlighted, from our perspective, high single digits—we are pleased with that expectation for 2026. We believe that will be industry-leading growth. And our expectation, as we outlined last quarter, is the continuation of producing industry-leading growth going forward. When we think about talent, I commented last time that we expect that these new talent hires will contribute to margin pressures in the short and medium term. 2026 will represent effectively the first full year of that investment. We anticipate that they will begin to contribute to our organic growth from effectively day one, but obviously we need them to continue to abide by their restrictive covenants.

So we anticipate that our ability to see the accretion from these investments that we have historically seen, that are the most accretive investments we can make, do take from two to three years. And anything you would want to add?

Patrick G. Ryan: I would like to add that we are guiding for one year forward, and we want to make sure that we are clear that this diversification of our offering to our clients has improved our ability to serve our clients greatly. But it also is adding a lot of balance to our portfolio. So, for example, we are strongly committed, and we are growing quickly, as you are aware, in reinsurance underwriting. And that is a de novo. That is all just huge returns on capital, I should say. And more and more of our business is involving reinsurance underwriting—managing underwriting. We are not a broker on that—managing underwriting. But alternative risk is something that we have been talking about.

Those projects got pushed in, pushed forward, or not enacted as anticipated in Q4. We are positive that there is going to be good growth on alternative risk. And those are reinsurance relationships. Additionally, our benefits startup has got really good leverage. So as we go into 2026 and on through 2026, the diversification beyond, and to help balance the E&S volatility, we are very excited about that. And so we are guiding high single digit because all brokers are under pressure right now. But as I said, that is for one year. We are not giving up. We are built for double digit.

And that diversification is going to be a factor down the road in getting to that, back to that.

Operator: Your next question will come from Meyer Shields with KBW.

Meyer Shields: Hi. Am I coming through? Yes.

Operator: You are. Go ahead.

Meyer Shields: Oh, okay. Sorry about that. Yeah. I just wanted to make sure because, anyhow. So up until recently, I guess there is a 35% margin guide for 2027, and you have been very clear about what is postponing that. But I am wondering how we should think about the longer-term potential, as good as the $80,000,000 of savings is by 2027, that is probably, I do not know, less than 200 basis points of margin expansion. I was hoping you could just tie those ideas together.

Janice M. Hamilton: Meyer, thank you for the question. This is Janice. So, you are absolutely right. Last quarter, we deferred the goal of the 35% margin target beyond 2027. What we have talked about before is the expectation of modest margin expansion in future years, in most years, allowing us to continue to invest in the growth of the business. Project Empower is intended to support the efficiencies that we have talked about to contribute to that modest margin expansion in most years. But at this point, we are not putting a timeline around it.

We continue to focus on ensuring that we are investing in talent, de novo formations, new product opportunities, and ensuring that we are delivering the right solutions to our clients. So we believe that 35% is still a realistic target for us, but we are not putting a date around when that may come to fruition.

Meyer Shields: Okay. That is fair. I understand that. And I guess the question for Tim, I am not sure how to answer this, but we have obviously heard a lot about significant rate decreases during 1/1. And I am wondering whether the perception of margins that will exist in primary property, taking into account cheaper reinsurance, do they really support another full year of 25% to 35% rate decreases, especially in the back half of the year?

Timothy William Turner: Well, hello, Meyer. I would say this, that it is hard to even conceive that the market could continue to cut rate at that level. But we are forecasting that. We are looking at it conservatively. There seems to be no let up. It has been a weak storm season two years in a row. And we are not counting on it. But what we are counting on is fighting head to head to win new business and capture any new business that comes into the property channel. As you know, we have made some key acquisitions like Velocity. It strengthened our practice group vertical. So whatever is available, whatever we can capture in property, we will do that.

But like professional—you witnessed it a couple years ago—when cyber and public D&O took a dive, our professional liability brokers were resilient and they found other business, health care business, social and human service business. And now they are in a great double-digit growth trajectory. So we expect that from our property brokers. We expect them to find convective storm-sensitive business and flood-sensitive business and to scrap and claw and find a way to grow. So we are very, very proud of the performance in the space of the headwind that they had. We expect a similar performance in 2026.

Operator: Your next question will come from Andrew Scott Kligerman with TD Cowen.

Andrew Scott Kligerman: Hi, good evening. I would like to follow up a little more on the AI question. I have gotten quite a number of investors asking me, why would it not be easy for a smaller wholesaler to create an app with AI that is very speedy, and it would enable that smaller broker, much smaller than Ryan, to reach out to multiple specialty carriers—as many as Ryan—and they could go toe to toe. And I have my own thoughts on it, but I would love to hear why and how there would be barriers that would keep Ryan front and center versus the startups and the smaller players that now have these AI apps to help them along?

Well, the AI app is one thing.

Patrick G. Ryan: It is the intellectual capital and it is the relationship with the market and the broker, the trust of that relationship. You cannot just walk in and say, hi, I have got an AI app, and I can now compete with the big guys. The AI app is an enabler. It is not anything more than an enabler. It cannot replace the trust, the adaptability, the flexibility, the understanding of where is the best place, best market to place that risk in. We are not worried about the smaller guys coming in and leveling the playing field. We are all about our delivery.

Our delivering with our AI, and we are confident that we are going to be very effective with it.

Andrew Scott Kligerman: My follow-up is around the contingent and supplemental commissions. They were up quite materially year over year. They represent about 6% of revenue. How are you thinking about, in this pricing environment, contingent and supplemental commissions? Is it likely to be a headwind as you head into 2026? I thought I heard Jan say it was actually a natural hedge in softer markets, but what are your thoughts there? Yeah. I will let Janice add to this, but I think broadly speaking, these PCs represent years of measurement of profitable underwriting and, you know, you are certainly seeing it emerge in the publicly reported carriers. We feel we are driving those great results for our partners.

You have seen the profit commissions grow steadily with us. I believe our entire public life cycle. And based on our underwriting performance of the last several years, we do expect continued strong results.

Janice M. Hamilton: And I think I also noted in my remarks that you—sorry. Happy to just fill this one out a touch more. So for 2026, we are expecting profit commissions and supplemental effectively to be relatively stable. You know, the benign storm season that we saw within 2025 obviously produced some opportunities for additional profit commission. As Miles said, these span a number of different years, so it is a number playing at different times. But we are obviously going to start the year with an expectation that we would have a normal CAT season, effectively, and there would be some anticipation of not having that same level of exceptional profit commission from 2026.

So the difference between it being a natural hedge and what we are expecting for 2026, I think that they will align over time.

Operator: Our next question will come from Robert Cox with Goldman Sachs. You may now unmute and ask your question.

Robert Cox: Hey. Thanks.

Andrew Scott Kligerman: Yeah. I just wanted to follow up on the organic growth guidance, high single digits for 2026. I am curious what you think the E&S market as a whole will grow embedded in that organic guidance. And if you expect, as we get into the outer years, would Ryan Specialty Holdings, Inc. still be growing in excess of the E&S market as you look to deliver on the industry-leading organic growth?

Timothy William Turner: Well, we just received the stamping results, and they are 8%. And so we try to outpace the growth and the flow of that business—the new business coming in—by capturing existing E&S business. So it is always a combination of that. But we do not see the flow of E&S business subsiding much more. We believe there will always be loss leaders in the reinsurance world and dumping and shedding in these high-hazard specialty areas in property and casualty, Rob. So a big advantage we have is this lens and this optic that we have.

When something creates problems for the standard markets, we see it very quickly, early on, and we can formulate these underwriting solutions and broking expertises very quickly in the verticals and capture the businesses that is being dumped. So we are certain that 2026–2027 will bring more of those kinds of incidents and situations where there is more dumping and shedding. We see it right now in public entity and municipalities, higher education—just tremendous losses in the reinsurance world that cause the dumping and the shedding. So we are counting on that. It has never let us down, and we are faster, nimbler, and quicker to create these solutions than we have ever been. So we welcome it.

Janice M. Hamilton: And, Tim, I might just add, the E&S market may not grow in the teens or 20s every year. But we believe it will continue to outpace the growth of the admitted market over the long term. And, again, we cannot count on our ability to take market share from our wholesale competitors.

Andrew Scott Kligerman: Yes. Indeed.

Robert Cox: Thanks. That is helpful. And just wanted to follow up on some of the casualty business. It seems like in spots it is getting incrementally a bit more competitive. I was just curious on what you would chalk that up to. Is it just carriers incrementally less optimistic on property giving rate decreases? Is it trend has been behaving better in recent years? Just curious your thoughts.

Timothy William Turner: Well, Rob, I would kind of carve it up like this. You have got low- to medium-hazard casualty business, and then medium- to high-hazard casualty business. The softer part of the casualty market is medium hazard. So some of that is getting rate cuts, some of that going back into the admitted market. Not a lot, not hardly measurable. Much more in small commercial. We are seeing some movement there. But the main practice group verticals that we are known for and where we are needed the most—that would be construction, that would be transportation, sports and entertainment. I have mentioned a number of them.

Those high-hazard niches that, again, are loss leaders in the reinsurance world and have a latency to the IBNR part of the risk—they are continuing to stay solidly placed in the E&S market. And so we are very bullish that we will capture more and more of that business in 2026.

Benjamin Miles Wuller: I would add one other point.

Patrick G. Ryan: The profitability that carriers have realized in property because of the benign storm seasons have driven them to get more competitive on casualty risk. So some of that capital is being shifted into the casualty market and making that more competitive. But we have time for one more question. We have gone over a little bit.

Operator: Your final question will come from Matthew Hyman with Citi.

Matthew Hyman: Good evening. Couple of questions. One was—it was noticeable to me that the wholesale growth decelerated a lot, and I think it accelerated more than some of the aggregate statistics would suggest for what is happening in the US market. So I was not sure if that was disproportionately the property we are talking about, or flow, or just unexpected volatility within just how the numbers sort of—

Timothy William Turner: I would attribute most of that, Matthew, to the property market. That really slowed those numbers down. But, again, we believe there is professional liability, there is casualty business that I have mentioned that continues to firm, and hence the 8% increase in stamping fees in the fourth quarter. So we are watching those niches carefully, and as we said, we can move faster than our competitors to capture that business when these situations occur.

Matthew Hyman: Thanks. I was curious with respect to the change in the outlook and the uncertainty and given that it looks like it was traditional wholesale brokers that was kind of the softer piece of the quarter and I think the focal point of most of your discussion on the call, is there any change to how you are thinking about the delegated underwriting side of the house or the binding authority side of the house, or is it disproportionately the wholesale brokerage business in where that macro uncertainty piece and the property piece is manifested? Hi, Matthew.

Benjamin Miles Wuller: It is Miles. Thank you for the question. I will open the response. So we were proud of the results of the quarter and the year. I think Pat and Tim and Janice have been clear that over the last eighteen months, we see an ongoing opportunity set in delegated, both in utilization but also a bit of a penetration into balance sheets that are not previously delegated. And I want to emphasize some comments Pat made earlier about the diversity of our underwriting portfolio. So when you see that specialty in our financials, that really represents 2,000 colleagues dedicated to P&C insurance, treaty and facultative reinsurance, health and benefits, alternative risk, and alternative capital.

And we have been recognized by the industry press as one of the largest or the largest provider. And we think the feedback is sustained from our partners that we are a leader in capability and sophistication and results. The reality is we have really parlayed those advantages and the platform and the results to continue to develop new products, meet the needs of the wholesale community wherever possible, and manage incremental carrier capital. So we continue to have an exciting outlook for our delegated practice.

Patrick G. Ryan: Okay. Well, thank you for your excellent questions and your support. Apologies for going overtime, but there were a lot of great questions. I look forward to talking to you again in the near-term future. Thank you.

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