Ryan Specialty Holdings Inc-A 2024年度报告

FORM10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Table of Contents Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting common equity held by non-affiliates of the Registrant, computed by reference to the last reported price atwhich the Registrant’s common equity was sold on June 30, 2024 (the last day of the Registrant’s most recently completed second quarter) was$7,023,419,425. OnFebruary17, 2025, the Registrant had261,905,901shares of common stock outstanding, consisting of125,726,294shares of Class A common stock,$0.001 par value, and136,179,607shares of Class B common stock, $0.001 par value. Portions of the registrant’s proxy statement for its 2025 Annual Meeting of Stockholders are incorporated by reference in this report inresponse to Part III, Items 10, 11, 12, 13, and 14 which will be filed no later than 120 days after the Registrant’s fiscal year endedDecember31, 2024. COMMONLY USED DEFINED TERMS As used in this annual report, unless the context indicates or otherwise requires, the following terms have thefollowing meanings:•“we”, “us”, “our”, the “Company”, “Ryan Specialty”, and similar references refer: (i) following theconsummation of the Organizational Transactions, including our IPO, to Ryan Specialty Holdings,Inc., and, unless otherwise stated, all of its subsidiaries, including the LLC, and (ii) prior to thecompletion of the Organizational Transactions, including our IPO, to the LLC and, unless otherwisestated, all of its subsidiaries.•“2030 Senior Secured Notes”: The 4.375% senior secured notes due 2030 issued under an Indenturedated February 3, 2022.•“2032 Senior Secured Notes”: The 5.875% senior secured notes due 2032 issued under an Indenturedated September 19, 2024,as supplemented on December 9, 2024.•“Adjusted Term SOFR”: Prior to January 19, 2024, the interest rate per annum based on the SecuredOvernight Financing Rate (“SOFR”) plus a credit spread adjustment of 10 basis points, 15 basispoints, or 25 basis points for the one-month, three-month, or six-month borrowing periods,respectively, subject to a 75 basis point floor. After January 19, 2024, the interest rate per annumbased on SOFR, without any credit spread adjustm