Executive Summary

Strong start to 2025: total revenue rose 25.0% YoY to $690.2M, organic growth 12.9%, and Adjusted EBITDAC up 27.5% with 60 bps margin expansion to 29.1% . EPS on an adjusted basis was $0.39; GAAP EPS was a loss of $(0.22) due to a nonrecurring, non-cash deferred tax expense from the Velocity reorganization .
Results were effectively in line with S&P consensus: Adjusted EPS met ($0.39 vs $0.39*); “revenue” versus consensus slightly missed when measured on net commissions & fees ($676.1M actual vs $677.4M estimate*) [functions.GetEstimates].
Guidance maintained: FY25 organic revenue growth 11–13% and Adjusted EBITDAC margin 32.5–33.5% maintained; CFO also guided to ~$(217)M FY25 GAAP interest expense and ~$59M in Q2 .
Mix and strategy: Casualty drove strength across specialties; property delivered modest growth despite rate deceleration; M&A contribution (notably Velocity) added ~13 points to growth; USQRisk closed May 1 to bolster alternative risk capabilities .

What Went Well and What Went Wrong

What Went Well

Double-digit organic growth with margin expansion: Organic revenue +12.9% YoY; Adjusted EBITDAC +27.5% to $200.5M; margin +60 bps to 29.1% . “We grew Adjusted EBITDAC 27.5% while continuing to expand our margins” — Patrick Ryan .
Casualty-led growth and share gains: Strength in transportation, construction, health care; high renewal retention; continued strong submission flow and head-to-head wins .
Strategic M&A execution: Velocity (Feb) provided significant top-line contribution; USQRisk closed May 1, adding niche talent/capabilities and deepening the Nationwide alliance for alternative risk solutions .

What Went Wrong

GAAP loss driven by non-cash tax item: GAAP net loss $(4.4)M and $(0.22) diluted EPS due to a nonrecurring, non-cash deferred tax expense from reorganizing Velocity; adjusted EPS +11.4% to $0.39 .
Property market headwinds persist: Property rates continued to decelerate; management expects only modest property growth in 2025 with tough Q2 comp .
Higher G&A ratio: G&A expense rose 39.8% YoY (ratio +170 bps YoY) on IT/professional services, revenue-accommodating costs, T&E, and timing of certain expenses; management reiterated full-year margin trajectory despite timing effects .

Financial Results

P&L snapshot and margins (oldest → newest)

Metric	Q1 2024	Q3 2024	Q4 2024	Q1 2025
Total Revenue ($M)	$552.0	$604.7	$663.5	$690.2
Net Commissions & Fees ($M)	$537.9	$588.1	$649.4	$676.1
GAAP Net Income ($M)	$40.7	$28.6	$42.6	$(4.4)
GAAP Diluted EPS ($)	$0.13	$0.09	$0.10	$(0.22)
Adjusted EBITDAC ($M)	$157.2	$190.3	$216.0	$200.5
Adjusted EBITDAC Margin (%)	28.5%	31.5%	32.6%	29.1%
Adjusted Net Income ($M)	$95.4	$113.6	$123.3	$107.8
Adjusted Diluted EPS ($)	$0.35	$0.41	$0.45	$0.39
C&B Expense Ratio (%)	67.7%	65.0%	61.8%	62.3%
G&A Expense Ratio (%)	13.7%	14.7%	15.8%	15.4%

Notes: GAAP Q1’25 loss reflects a nonrecurring, non-cash deferred tax expense from the Velocity reorganization; management emphasized no expected cash realization .

Segments – Net Commissions & Fees

Segment ($M)	Q1 2024	Q1 2025	YoY
Wholesale Brokerage	$323.4	$360.8	+11.5%
Binding Authorities	$88.6	$102.0	+15.0%
Underwriting Management	$125.8	$213.4	+69.6%
Total Net Commissions & Fees	$537.9	$676.1	+25.7%

Revenue by type

Revenue Type ($M)	Q1 2024	Q1 2025	YoY
Net commissions & policy fees	$494.4	$624.0	+26.2%
Supplemental & contingent commissions	$29.3	$37.8	+29.1%
Loss mitigation & other fees	$14.2	$14.4	+1.4%
Total Net Commissions & Fees	$537.9	$676.1	+25.7%

Balance sheet and cash flow (selected)

Cash & cash equivalents: $203.5M at 3/31/25; total debt principal ~$3.7B .
Q1’25 operating cash flow: $(142.8)M (seasonal working capital drag and other timing factors) .

Guidance Changes

Metric	Period	Previous Guidance	Current Guidance	Change
Organic Revenue Growth Rate	FY 2025	11%–13% (initiated 2/20/25)	11%–13%	Maintained
Adjusted EBITDAC Margin	FY 2025	32.5%–33.5% (initiated 2/20/25)	32.5%–33.5%	Maintained
GAAP Interest Expense (net)	FY 2025	—	≈$217M; Q2 ≈$59M	New disclosure
Quarterly Dividend	Q2 2025	$0.12 (declared 2/20/25)	$0.12 (declared 5/1/25)	Maintained

Company cannot reconcile non-GAAP outlook to GAAP due to inherent forecasting difficulties .

Earnings Call Themes & Trends

Topic	Previous Mentions (Q3’24, Q4’24)	Current Period (Q1’25)	Trend
AI/Technology & Ops	Margin expansion focus; platform investments referenced in prior periods	“Experimenting with AI across units,” digitizing workflows, system consolidation; aim to reduce cycle time and enhance producer productivity	Increasing focus
Property market	Strong growth in 2024; mix tailwinds earlier in cycle	Rate deceleration continues; expect modest growth; Q2 is largest property quarter with tough comp	Softer near term
Casualty strength	Growth across most lines in 2024	Strong new business and high retention; transportation, construction, health care robust amid social inflation	Strengthening
M&A pipeline & strategy	2024: largest year in acquired revenue; Velocity closed Feb 2025	Robust pipeline (small to large deals); USQRisk closed May 1; strategic talent/capability additions	Active
Panel/binding consolidation	Opportunity cited historically	Binding Authority well-positioned; early-stage consolidation in delegated authority; pursuing RFPs to gain share	Positive
Macro & rates	Resilience emphasized	Management noted global uncertainty; E&S market’s flexibility underpins outlook	Watchful

Management Commentary

“We grew total revenue 25%, supported by organic growth of nearly 13% and excellent contributions from M&A… We grew Adjusted EBITDAC 27.5% while continuing to expand our margins and grew Adjusted Diluted EPS by 11.4%.” — Patrick G. Ryan .
“We are starting to experiment with AI solutions across various business units… reducing cycle time… equipping our producers to be as good and as fast as they can.” — Tim Turner .
“We had a GAAP net loss… because we reorganized Velocity from a C-Corp to an LLC upon closing; [this] nonrecurring noncash deferred tax expense… we do not expect [it] will ever be realized in cash.” — CFO Janice Hamilton .
“Our Underwriting Management specialty had another excellent quarter… meaningful contributions from recent acquisitions… over 50 percentage points of growth to the top line of this specialty.” — Tim Turner .

Q&A Highlights

Inorganic growth and pipeline: Heavy submission flow; robust M&A pipeline across sizes; management optimistic on 2025 opportunities .
USQRisk strategic rationale: Deepens Nationwide alliance and adds 17 specialized underwriters/actuaries; expands TAM and supports long runway of organic growth and margin expansion .
Property seasonality/expectations: Q2 is largest property quarter with tough comp; management expects modest property growth through 2025 despite rate deceleration .
Expense ratios and timing: G&A ratio elevated on timing (benefits, T&E, professional services) and investments; comp ratio improvement linked to US Assure earn-in; margin expansion still expected across the year .
Leverage and M&A capacity: Ended Q1 at ~3.8x net leverage (credit basis); willing to go >4x temporarily for the right deal; expect significant delevering by year-end absent large M&A .

Estimates Context

Q1 2025 vs S&P Consensus: Adjusted/Primary EPS $0.39 in line with $0.39 estimate*; “Revenue” vs consensus measured on Net Commissions & Fees: $676.1M actual vs $677.4M estimate* (slight miss). EBITDA estimates are less comparable to company’s Adjusted EBITDAC presentation. [functions.GetEstimates].
Trailing quarters: Q4 2024 EPS $0.45 vs $0.45 estimate*; Net Commissions & Fees $649.4M vs $658.8M estimate* (modest miss). Q3 2024 EPS $0.41 vs $0.415 estimate*; Net Commissions & Fees $588.1M vs $601.1M estimate* (miss). [functions.GetEstimates].

Estimates comparison (Primary EPS and Net Commissions & Fees; oldest → newest):

Metric	Q3 2024 Estimate*	Q3 2024 Actual	Q4 2024 Estimate*	Q4 2024 Actual	Q1 2025 Estimate*	Q1 2025 Actual
Primary EPS ($)	0.415 [functions.GetEstimates]	0.41	0.453 [functions.GetEstimates]	0.45	0.390 [functions.GetEstimates]	0.39
“Revenue” (Net Commissions & Fees, $M)	601.1 [functions.GetEstimates]	588.1	658.8 [functions.GetEstimates]	649.4	677.4 [functions.GetEstimates]	676.1

Values retrieved from S&P Global.
Note: S&P “Revenue Consensus Mean” aligns with Net Commissions & Fees for RYAN, not Total Revenue [functions.GetEstimates] .

Key Takeaways for Investors

Underlying momentum remains intact: 12.9% organic growth, share gains in casualty, and continued margin discipline despite timing-related G&A headwinds .
Non-cash tax item masks earnings power: GAAP loss in Q1 driven by Velocity reorg; adjusted metrics better reflect run-rate performance .
Property headwinds are manageable: Expect modest property growth with tough Q2 comp; casualty breadth and delegated authority scale should carry the mix .
M&A is a core lever: Pipeline robust; leverage at high end but with capacity; USQRisk adds high-value talent and supports alternative risk growth .
Guidance steady: Maintaining FY25 organic growth and Adjusted EBITDAC margin targets supports estimate stability; interest expense color helps model precision .
Watch catalysts: Q2 property seasonality and macro-driven E&S flow (stamping data) could influence near-term narrative; execution on M&A and integration remains a differentiator .

Appendix: Additional Disclosures and KPIs

Dividend: $0.12 per share declared, payable May 27, 2025 (record date May 13) .
Liquidity & leverage: Cash $203.5M; outstanding debt principal ~$3.7B at quarter-end .
Non-GAAP adjustments: Q1 change in contingent consideration decreased by $14.0M (incl. $12.4M decrease from US Assure earn-out), supporting EBITDAC; reconciliations provided in 8-K .

Other relevant press releases in the period:

Completed acquisition of USQRisk (alternative risk MGU) on May 1, 2025 .
Maintained FY25 outlook and dividend details as part of earnings communications .

RYAN SPECIALTY HOLDINGS, INC. (RYAN)·Q1 2025 Earnings Summary