Ryan Specialty (RYAN) schedules virtual 2026 annual meeting and proposal deadlines

Rhea-AI Filing Summary

Ryan Specialty Holdings, Inc. has scheduled its 2026 annual meeting of stockholders for April 28, 2026, to be held virtually by remote communication. Stockholders of record at the close of business on March 2, 2026 will be entitled to receive notice of and vote at the meeting.

The company set a February 22, 2026 deadline for stockholder proposals seeking inclusion in its proxy materials under SEC Rule 14a-8. For other proposals or director nominations under the company’s bylaws, written notice must be received by February 20, 2026 and comply with the bylaw and Rule 14a-19 requirements.

8-K Event Classification

2 items: 5.08, 8.01

2 items

Item 5.08 Shareholder Director Nominations Governance

Shareholder nominations for board of directors under proxy access rules. Rarely used -- the underlying SEC rule was vacated.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

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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): February 10, 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 5.08 Shareholder Director Nominations.

To the extent applicable, the information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into

this Item 5.08.

Item 8.01 Other Events.

The Board of Directors of Ryan Specialty Holdings, Inc. (the “Company”) has set the date of April 28, 2026 for the annual

meeting of stockholders (the “2026 Annual Meeting”) to be held virtually by means of remote communication. The record

date for the purpose of determining stockholders entitled to notice of, and vote at, the 2026 Annual Meeting has been set as

the close of business on March 2, 2026.

Deadline for Rule 14a-8 Stockholder Proposals

Under the Securities and Exchange Commission’s rules, the Company has set the deadline for submission of proposals to

be included in the proxy materials for the 2026 Annual Meeting pursuant to Rule 14a-8 as February 22, 2026, which the

Company has determined to be a reasonable time before it expects to begin to print and send its proxy materials.

Accordingly, in order for a stockholder proposal to be considered for inclusion in the Company’s proxy materials for the

2026 Annual Meeting pursuant to Rule 14a-8, such proposal must be received by the Company at 155 North Wacker Dr.,

Suite 4000, Chicago, IL 60606, Attention: Corporate Secretary, on or before February 22, 2026, and comply with the

procedures and requirements set forth in Rule 14a-8 under the Securities Exchange Act of 1934.

Advance Notice Deadline for Director Nominations and Other Stockholder Proposals

In accordance with the Company’s Amended and Restated Bylaws, for director nominations or stockholder proposals to be

brought before the 2026 Annual Meeting, other than Rule 14a-8 proposals described above, written notice must be received

by the Company at 155 North Wacker Dr., Suite 4000, Chicago, IL 60606, Attention: Corporate Secretary, no later than the

close of business on February 20, 2026, and comply with the requirements of the Company's Amended and Restated

Bylaws and Rule 14a-19 under the Securities Exchange Act of 1934.

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:	February 12, 2026	By:	/s/ Mark S. Katz
			Mark S. Katz Executive Vice President, General Counsel and Corporate Secretary

FAQ

When is Ryan Specialty Holdings (RYAN) holding its 2026 annual meeting?

Ryan Specialty Holdings will hold its 2026 annual meeting of stockholders on April 28, 2026 as a virtual meeting. Stockholders will be able to participate by remote communication, consistent with the company’s decision to conduct the meeting in an online-only format.

What is the record date for Ryan Specialty Holdings (RYAN) 2026 annual meeting?

The record date is the close of business on March 2, 2026. Only stockholders of record on that date will be entitled to receive notice of, and vote at, Ryan Specialty Holdings’ 2026 annual meeting of stockholders.

What is the deadline to submit Rule 14a-8 proposals for RYAN’s 2026 proxy?

Stockholder proposals for inclusion in Ryan Specialty Holdings’ proxy materials under SEC Rule 14a-8 must be received by February 22, 2026. Proposals must also comply with Rule 14a-8 procedures and be sent to the company’s Corporate Secretary in Chicago.

How can stockholders submit director nominations for Ryan Specialty Holdings (RYAN)?

Director nominations not submitted under Rule 14a-8 must follow the company’s Amended and Restated Bylaws. Written notice must arrive by the close of business on February 20, 2026 at the Corporate Secretary’s office and meet bylaw and Rule 14a-19 requirements.

What is the deadline for non-Rule 14a-8 stockholder proposals at RYAN’s 2026 meeting?

For proposals or nominations brought directly before the 2026 annual meeting, written notice must be received by February 20, 2026. These submissions must comply with Ryan Specialty Holdings’ Amended and Restated Bylaws and Rule 14a-19 under the Exchange Act.

Will Ryan Specialty Holdings (RYAN) 2026 annual meeting be virtual or in person?

The 2026 annual meeting of Ryan Specialty Holdings will be held virtually by means of remote communication. Stockholders will attend and vote online rather than at a physical location, as specified in the company’s meeting announcement.

Filing Exhibits & Attachments

3 documents

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