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Filing Details

Accession Number:: 0001628280-25-031912
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-06-17 17:16:57
Reporting Period:: 2025-06-13

Filing Date:: 2025-06-17
Accepted Time:: 2025-06-17 17:16:57
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1849253	Ryan Specialty Holdings Inc.	RYAN	Insurance Agents, Brokers & Service (6411)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1869960	Stephen Mark Katz	155 North Wacker Drive, Suite 4000 Chicago IL 60606	Evp & General Counsel	No	Yes	No	No

Transaction Summary

Sold:	14,377 shares	Avg. Price: $65.84	Total Value: $946,603.25
Number of Shares After Transactions:	1,117 shares

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2025-06-13	14,377	$0.00	15,494	No	4	M	Direct
Class A Common Stock	Disposition	2025-06-13	14,377	$65.84	1,117	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class C Common Incentive Units [Right to Buy]	Disposition	2025-06-13	7,500	$0.00	4,901	$23.24
Class A Common Stock	Class C Common Incentive Units [Right to Buy]	Disposition	2025-06-13	14,500	$0.00	9,476	$23.24

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
477,500			No	4	M	Direct
89,397			No	4	M	Direct

Footnotes

The Class C Common Incentive Units were exchanged, pursuant to the terms of the LLC's operating agreement, for a number of Common Units determined by reference to (1) the Class C Common Incentive Units' Return Threshold and (2) adjustments for certain prior tax distributions made with respect to such. The transactions reported in this Form 4 occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 14, 2025.
The price reported is a weighted average price. These shares of Class A Common Stock of the Issuer were sold in multiple transactions ranging from $65.64 to $66.14, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Class A Common Stock sold at each separate price in the ranges set forth in this footnote.
The Class C Common Incentive Units' Return Threshold is used to determine the value of such units and, by extension, the number of shares of Class A Common Stock into which such units may be converted. The current Return Threshold of such units is $23.24. The units had a Return Threshold of $23.50 when issued, which, pursuant to the terms of the operating agreement of the LLC, is reduced on a one-for-one basis for each distribution from the LLC with respect to its Common Units. The LLC has made six distributions for a total amount of $0.26 per unit with respect to its Common Units since the Reporting Person's Class C Common Incentive Units were issued.
Represents Class C Common Incentive Units of the LLC which vest 10% each year on the anniversary of the grant date from July 22, 2024 until July 22, 2030, and 30% on the tenth anniversary of the grant date. Such grant was approved by the Board of the Issuer for purposes of Rule 16(b)(3).The Class C Common Incentive Units may be exchangeable into a number of Common Units as described in footnote 1, which will then be immediately redeemed on a one-for-one basis for Class A Common Stock of the Issuer based on the value of Common Units and the fair market value of the Class A Common Stock at the time of the applicable exchange.
Represents Class C Common Incentive Units of Ryan Specialty Group, LLC which vest in equal amounts on the third, fourth and fifth anniversary of the grant date. Such grant was approved by the Board of the Issuer for purposes of Rule 16(b)(3). The Class C Common Incentive Units may be exchangeable into Common Units as described in footnote 1, which will then be immediately redeemed on a one-for-one basis for Class A Common Stock of the Issuer based on the value of Common Units and the fair market value of the Class A Common Stock at the time of the applicable exchange.