SEC Form 4 · accession 0001869971-26-000004
RYAN SPECIALTY HOLDINGS, INC. · RYAN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nicholas Dominic Cortezi
Director
Period of report
Aug 14, 2026
Accepted (ET)
Aug 18, 2026 · 4:18 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001849253
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1 | Aug 14, 2026 | J | 1,841,019 | $0.00 | D | 1,841,020 | I | By the Louise M. Cortezi Family Trust dated April 7, 2012 |
| Class B Common StockF1 | Aug 14, 2026 | J | 313,116 | $0.00 | D | 313,116 | I | By the Louise M. Cortezi Family Resource Trust dated January 1, 2018 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common UnitsF3 | $0.00 | Aug 14, 2026 | J | 1,841,019 | D | — | — | Class A Common Stock | 1,841,019 | 1,841,020 | I |
| Common UnitsF3 | $0.00 | Aug 14, 2026 | J | 313,116 | D | — | — | Class A Common Stock | 313,116 | 313,116 | I |
Explanation of responses
- F1Shares of Class B Common Stock, par value $0.001 per share, ("Class B Common Stock") do not represent economic interests in the Issuer. Except as provided in the Issuer's certificate of incorporation or as required by applicable law, holders of Class B Common Stock will be initially entitled to 10 votes per share on all matters to be voted on by the Issuer's stockholders generally. Upon exchange of Common Units ("Common Units") of New Ryan Specialty, LLC that are held by the Reporting Person and reported in Table II hereof, for an equal number of shares of Class A Common Stock, par value $0.001 per share, ("Class A Common Stock") of the Issuer, an equal number of shares of the Issuer's Class B Common Stock will be cancelled for no consideration.
- F2Transfer to the Reporting Person's spouse in connection with a negotiation of separation of assets in anticipation of a potential divorce settlement.
- F3Pursuant to the Amended and Restated Limited Liability Company Agreement of New Ryan Specialty, LLC, as amended, the reporting person may exchange all or a portion of such person's Common Units of the LLC (together with the delivery of an equal number of shares of Class B Common Stock of the Issuer) for shares of Class A Common Stock of the Issuer on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Common Stock). The Common Units do not expire.