Ryan Specialty Holdings Inc.
08/07/2026 | Press release | Distributed by Public on 08/07/2026 14:26
Material Agreement (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement.
On August 4, 2026, Ryan Specialty Holdings, Inc. (the "Company") and the Ryan Stock Option Trust (the "Trust"), a trust
of which Patrick G. Ryan, the Company's Executive Chairman, and Shirley W. Ryan, serve as trustees, entered into
Amendment No.1 to Executive Chairman Option Settlement Agreement (the "Amendment"). The Amendment was entered
into in connection with the Company's simultaneous grant of compensatory stock options (the "Second Tranche Executive
Chairman Stock Options") for the purchase of 287,646 shares of the Company's Class A common stock, par value $0.001
per share to certain employees of the Company under the Company's 2021 Omnibus Incentive Plan. The Amendment
extends the back-to-back purchase arrangement between the Company and the Trust established under the Executive
Chairman Option Settlement Agreement, dated as of May 5, 2026, by and between the Company and the Trust (the
"Original Agreement"), to the Second Tranche Executive Chairman Stock Options, and all provisions of the Original
Agreement apply to the Amendment to the extent not inconsistent with the express terms of the Amendment. The purpose
of the Amendment is to make the grant and exercise of the Second Tranche Executive Chairman Stock Options net neutral
to the Company's outstanding share count while supporting the alignment of certain employees.
The description of the Amendment contained in this Current Report on Form 8-K is qualified in its entirety by reference to
the complete text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by
reference.
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