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Ryan Specialty (NYSE: RYAN) revises chairman option settlement structure

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Ryan Specialty Holdings, Inc. entered into Amendment No. 1 to the Executive Chairman Option Settlement Agreement with the Ryan Stock Option Trust on August 4, 2026. The amendment relates to a simultaneous grant of compensatory stock options to certain employees to purchase 287,646 shares of Class A common stock, par value $0.001 per share, under the company’s 2021 Omnibus Incentive Plan.

The amendment extends the existing back-to-back purchase arrangement between the company and the Trust, originally established in the May 5, 2026 agreement, to this second tranche of Executive Chairman stock options. The stated purpose is to make the grant and exercise of these options net neutral to the company’s outstanding share count while supporting the alignment of certain employees. The full text is provided as Exhibit 10.1.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Second Tranche Executive Chairman Stock Options 287,646 shares Shares underlying compensatory stock options granted to certain employees on August 4, 2026
Par value per Class A share $0.001 per share Par value of Class A common stock underlying the options
Amendment date August 4, 2026 Date of Amendment No. 1 to the Executive Chairman Option Settlement Agreement
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Executive Chairman Option Settlement Agreement financial
"Amendment No.1 to Executive Chairman Option Settlement Agreement"
back-to-back purchase arrangement financial
"extends the back-to-back purchase arrangement between the Company and the Trust"
2021 Omnibus Incentive Plan financial
"under the Company’s 2021 Omnibus Incentive Plan."

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FAQ

What material agreement did RYAN enter into on August 4, 2026?
Ryan Specialty Holdings, Inc. entered into Amendment No. 1 to the Executive Chairman Option Settlement Agreement with the Ryan Stock Option Trust on August 4, 2026, expanding a prior arrangement originally dated May 5, 2026.

How many shares are covered by the new stock options at RYAN?
The second tranche of Executive Chairman-related compensatory stock options covers 287,646 shares of Ryan Specialty’s Class A common stock, each with a par value of $0.001 per share, granted to certain employees under the 2021 Omnibus Incentive Plan.

What is the stated purpose of RYAN’s option settlement amendment?
The amendment is intended 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 with the company’s interests.

Who is the Ryan Stock Option Trust in relation to RYAN?
The Ryan Stock Option Trust is a trust where Patrick G. Ryan, the company’s Executive Chairman, and Shirley W. Ryan serve as trustees. The trust is a party to the Executive Chairman Option Settlement Agreement and its Amendment No. 1.

Under which plan were the new RYAN stock options granted?
The Second Tranche Executive Chairman Stock Options were granted under Ryan Specialty’s 2021 Omnibus Incentive Plan, which provides the framework for issuing compensatory equity awards to certain employees of the company.

Where can investors find the full text of RYAN’s amendment?
The complete text of Amendment No. 1 to the Executive Chairman Option Settlement Agreement is filed as Exhibit 10.1, which is incorporated by reference and available alongside this current report.
FALSE000184925300018492532026-08-042026-08-04
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 4, 2026
____________________
RYAN SPECIALTY HOLDINGS, INC.
(Exact name of Registrant as Specified in Its Charter)
____________________
Delaware
001-40645
86-2526344
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
155 North Wacker Drive, Suite 4000
Chicago, Illinois
60606
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: 312 784-6001
(Former Name or Former Address, if Changed Since Last Report)
____________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Class A Common Stock, $0.001 par value
RYAN
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act
of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. o
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.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
The following exhibits are furnished herewith:
Exhibit No.
Description of Exhibit
10.1
Amendment No1. to Executive Chairman Option Settlement Agreement, dated as of August 4, 2026,
by and between Ryan Specialty Holdings, Inc. and Ryan Stock Option Trust
104
Cover Page Interactive Data File (formatted as inline XBRL)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
RYAN SPECIALTY HOLDINGS, INC. (Registrant)
Date:
August 7, 2026
By:
/s/ Mark S. Katz
Mark S. Katz
Executive Vice President, General Counsel and Corporate
Secretary

Source: View Original Filing on SEC EDGAR

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