Ryan Specialty amends option deal for 287,646 shares

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.

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.

8-K Event Classification

2 items: 1.01, 9.01

2 items

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, or exhibit attachments filed with this report.

Key Figures

Second Tranche Executive Chairman Stock Options: 287,646 shares Par value per Class A share: $0.001 per share Amendment date: August 4, 2026

3 metrics

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

Key Terms

Material Definitive Agreement, Executive Chairman Option Settlement Agreement, back-to-back purchase arrangement, 2021 Omnibus Incentive Plan

4 terms

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."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/07/2026 - 04:26 PM Accepted by SEC EDGAR 08/07/2026 - 04:26 PM Learn about SEC filing dates

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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

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 28.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 23.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB