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Ryan Specialty (RYAN) pairs $52.3M trust share deal with long-dated employee options

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

Rhea-AI Filing Summary

Ryan Specialty Holdings, Inc. entered into a material definitive agreement with the Ryan Stock Option Trust, effective May 5, 2026. Under this option settlement agreement, the Trust is obligated to sell up to approximately $52.3 million of Class A common stock to the company at a per-share price equal to the May 4, 2026 New York Stock Exchange closing price.

The arrangement is tied to compensatory Executive Chairman Stock Options that will be granted to certain employees under the 2021 Omnibus Incentive Plan. When employees exercise these options, the company will repurchase from the Trust the same number of shares at the same price, then retire those shares. This structure is intended to keep the company’s outstanding share count effectively unchanged while still using stock options to align employees’ interests.

The Executive Chairman Stock Options vest in equal annual installments over three years beginning July 1, 2029 and expire May 5, 2036. The option settlement agreement is expected to run until June 9, 2036, with earlier termination possible upon full exercise, expiration, cancellation of the options, mutual consent, or a qualifying change in control.

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Insights

Ryan Specialty structures a trust-based share repurchase to offset new employee stock options.

Ryan Specialty is pairing new Executive Chairman Stock Options for employees with an option settlement agreement requiring the Ryan Stock Option Trust to sell up to $52.3 million of Class A shares back to the company at a fixed reference price. Each option exercise triggers a matched share repurchase and retirement.

This design helps keep the company’s outstanding share count effectively flat while still delivering equity-based incentives. The options vest annually over three years from July 1, 2029 and expire on May 5, 2036, with the agreement running to June 9, 2036 unless earlier terminated under specified conditions such as a change in control. The economic impact will depend on future option exercises and share price levels.

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.
Trust sale obligation $52.3 million of Class A common stock Maximum aggregate shares subject to option settlement agreement
Purchase price reference date May 4, 2026 closing price Per-share price for company repurchases from the Trust
Option vesting start July 1, 2029 Executive Chairman Stock Options begin vesting, in equal annual installments
Option expiration May 5, 2036 Executive Chairman Stock Options expiration date
Agreement expiration June 9, 2036 Option settlement agreement scheduled end date, 35 days after option expiry
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.
Option Settlement Agreement financial
"agreed to enter into an option settlement agreement (the “Option Settlement Agreement”) on May 5, 2026."
2021 Omnibus Incentive Plan financial
"under the Company’s 2021 Omnibus Incentive Plan."
change in control financial
"constitutes a change in control (as defined under the Company’s 2021 Omnibus Incentive Plan)."
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Understanding 8-K Material Events →
FALSE000184925300018492532026-04-302026-04-30
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): April 30, 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 April 30, 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, agreed to enter into
an option settlement agreement (the “Option Settlement Agreement”) on May 5, 2026. Pursuant to the Terms of the Option
Settlement Agreement, the Trust will have the obligation to sell to the Company up to an aggregate of approximately $52.3
million of shares of the Company’s Class A common stock, par value $0.001 per share (the “Class A common stock”), at a
price per share equal to the closing price of the Class A common stock on the New York Stock Exchange on May 4, 2026
(the “Purchase Price”), from time to time, through June 9, 2036. The Option Settlement Agreement will be entered into in
connection with the Company’s simultaneous grant of compensatory stock options for the purchase of an equivalent
number of shares of Class A common stock (the “Executive Chairman Stock Options”) to certain employees of the
Company under the Company’s 2021 Omnibus Incentive Plan. The purpose of the Option Settlement Agreement is to
make the grant and exercise of the Executive Chairman Stock Options net neutral to the Company’s outstanding share
count while supporting the alignment of certain employees.
Pursuant to the Option Settlement Agreement, upon each exercise of Executive Chairman Stock Options by employee
option holders, the Trust will sell and the Company will repurchase, at the Purchase Price, which will be equal to the
Executive Chairman Stock Options’ exercise price, a number of shares of Class A common stock equal to the number of
shares underlying the exercised Executive Chairman Stock Options. Following exercise of the Executive Chairman Stock
Options, from time to time, closings of repurchases under the Option Settlement Agreement will occur on a monthly basis,
and upon such repurchases, the Company will retire the repurchased shares.
The Executive Chairman Stock Options will vest in equal annual installments over a three‑year period beginning on July 1,
2029, and expire on May 5, 2036. As a result, the Option Settlement Agreement will expire on June 9, 2036, which is 35
days after the expiration of the Executive Chairman Stock Options. The terms of the Option Settlement Agreement allows
for the agreement to be terminated prior to such date upon the earliest to occur of the following: (i) the date on which all
Executive Chairman Stock Options have been exercised in full; (ii) the date on which all Executive Chairman Stock
Options have expired, been forfeited, cancelled or otherwise terminated without exercise such that no further exercise
events may occur; (iii) the mutual written consent of the Company and the Trust; or (iv) the consummation of a merger or
consolidation of the Company or an affiliate with any other entity that constitutes a change in control (as defined under the
Company’s 2021 Omnibus Incentive Plan).
The Option Settlement Agreement will provide for an obligation by the Trust to maintain the required number of shares of
Class A common stock subject to the agreement along with related transfer restrictions through the termination of the
agreement and also contains customary representations and covenants.
The description of the Option Settlement Agreement contained in this Current Report on Form 8-K is qualified in its
entirety by reference to the complete text of the agreed upon form of the Option Settlement Agreement, 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
Form of Option Settlement Agreement, to be dated as of May 5, 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:
April 30, 2026
By:
/s/ Mark S. Katz
Mark S. Katz
Executive Vice President, General Counsel and Corporate
Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Ryan Specialty Holdings (RYAN) disclose in this 8-K filing?

Ryan Specialty disclosed an option settlement agreement with the Ryan Stock Option Trust. The Trust must sell up to approximately $52.3 million of Class A common stock to the company, linked to future employee option exercises under the 2021 Omnibus Incentive Plan.

How does the Ryan Specialty option settlement agreement work with employee stock options?

When employees exercise Executive Chairman Stock Options, the Trust will sell an equal number of Class A shares to Ryan Specialty at the May 4, 2026 closing price. The company then retires those shares, aiming to offset dilution from the option exercises over the options’ life.

What is the size of the Ryan Stock Option Trust obligation to Ryan Specialty?

The Trust is obligated to sell up to approximately $52.3 million of Ryan Specialty Class A common stock. Sales occur over time, tied to employee option exercises and settled at the New York Stock Exchange closing price for the shares on May 4, 2026.

When do the Executive Chairman Stock Options at Ryan Specialty vest and expire?

The Executive Chairman Stock Options vest in equal annual installments over three years beginning July 1, 2029. They expire on May 5, 2036, creating a long-term incentive horizon for the covered employees aligned with the option settlement agreement period.

How long will the Ryan Specialty option settlement agreement remain in effect?

The agreement is scheduled to expire on June 9, 2036, 35 days after the Executive Chairman Stock Options expire. It can end earlier if all options are exercised or terminated, by mutual written consent, or upon a qualifying change in control transaction defined in the incentive plan.

What is the main purpose of Ryan Specialty’s option settlement agreement with the Trust?

The main purpose is to keep the grant and exercise of Executive Chairman Stock Options net neutral to Ryan Specialty’s outstanding share count. By repurchasing and retiring shares from the Trust, the company offsets dilution while still granting equity incentives to selected employees.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents