SEC Form 4 · accession 0001145037-26-000006
RYAN SPECIALTY HOLDINGS, INC. · RYAN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patrick G Ryan
Officer — Executive Chairman · Director · 10% Owner
Period of report
Aug 4, 2026
Accepted (ET)
Aug 6, 2026 · 5:05 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001849253
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Call option (obligation to sell)F2,F1 | $43.63 | Aug 4, 2026 | D | 287,646 | A | — | — | Class A Common Stock | 287,646 | 287,646 | I |
Explanation of responses
- F1On August 4, 2026, the reporting person, as trustee of Ryan Stock Option Trust, dated April 28, 2026 (The "Trust"), entered into Amendment No. 1 to Executive Chairman Option Settlement Agreement (the "Amendment") 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 an additional 287,646 shares of Class A common stock from time to time through September 9, 2036. The Amendment 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 October 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.
- F2By 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 Amendment described in footnote (1) as well as the Class A common stock subject to the underlying Executive Chairman Option Settlement Agreement. On August 4, 2026, the reporting person transferred 287,646 shares of Class A common stock to the Trust in an exempt transaction pursuant to Rule 16a-13.