Ryan Specialty Holdings Inc.

05/06/2026 | Press release | Distributed by Public on 05/06/2026 15:27

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
RYAN PATRICK G
2. Issuer Name and Ticker or Trading Symbol
RYAN SPECIALTY HOLDINGS, INC. [RYAN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last) (First) (Middle)
155 NORTH WACKER DRIVE, SUITE 4000
3. Date of Earliest Transaction (Month/Day/Year)
05/05/2026
(Street)
CHICAGO, IL 60606
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Call option (obligation to sell) $29.66 05/05/2026 D 1,787,446 (1) (1) Class A Common Stock 1,787,446 $ 0 1,787,446 I By Ryan Stock Option Trust, dated April 28, 2026(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RYAN PATRICK G
155 NORTH WACKER DRIVE, SUITE 4000
CHICAGO, IL 60606
X X Executive Chairman

Signatures

/s/ Mark S. Katz, as Attorney-in-Fact 05/07/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On May 5, 2026, the reporting person, as trustee of Ryan Stock Option Trust, dated April 28, 2026 (The "Trust"), entered into the Executive Chairman Option Settlement Agreement (the "Agreement") with Ryan Specialty Holdings, Inc. (the "Issuer"), pursuant to which the Trust has the obligation to sell to the Issuer an aggregate of up to 1,787,446 shares of Class A common stock from time to time through June 10, 2036. The Agreement was entered into in connection with the Issuer's grant of compensatory Executive Chairman Stock Options to certain employees under the Issuer's 2021 Omnibus Incentive Plan, which stock options vest in equal annual installments on July 1, 2029, 2030 and 2031. The Issuer will exercise its right to purchase shares from the Trust at such times and in such amounts as the corresponding employee stock options are exercised following vesting.
(2) By reporting person, as trustee of Ryan Stock Option Trust, dated April 28, 2026 (the "Trust"), which was formed for the sole purpose of holding the shares of Class A common stock subject to the Agreement described in footnote (1). On May 4, 2026, the reporting person transferred 1,787,446 shares of Class A common stock to the Trust, which transfer was a nonreportable change in form pursuant to Rule 16a-13.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Ryan Specialty Holdings Inc. published this content on May 06, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 06, 2026 at 21:27 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]