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Ryan Specialty (RYAN) lifts share repurchase authorization to $600M total

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

Rhea-AI Filing Summary

Ryan Specialty Holdings increased its share repurchase program, authorizing up to an additional $300 million of Class A common stock, bringing the total program size to $600 million. As of May 22, 2026, after second-quarter repurchases and the increase, $300 million of authorization remained available.

The company repurchased $260 million of Class A common stock in the second quarter, fully using its prior $300 million authorization before the increase. Repurchases may occur via open-market purchases, privately negotiated deals, Rule 10b5-1 trading plans, or accelerated share repurchases, and the program can be suspended or discontinued at any time.

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Insights

Ryan Specialty expands its buyback capacity to $600M, signaling confidence while preserving flexibility.

Ryan Specialty’s board approved a $300 million increase to its Class A share repurchase authorization, raising the total program to $600 million. The company has already repurchased $260 million in the second quarter, exhausting its prior $300 million limit before expanding the program.

Management highlights continued investment in organic and inorganic growth alongside buybacks, indicating buybacks are one tool within a broader capital allocation approach. Actual impact will depend on future repurchase pace, which is tied to share price, trading volume, liquidity needs, and market conditions, with no obligation to complete the program.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Buyback increase $300 million Additional authorization for Class A share repurchases
Total buyback program $600 million Aggregate share repurchase authorization after increase
Q2 2026 repurchases $260 million Class A common stock repurchased in the second quarter of 2026
Remaining authorization $300 million Buyback capacity remaining as of May 22, 2026
share repurchase program financial
"its Board of Directors has approved an increase to the Company's share repurchase program"
A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.
Rule 10b5-1 trading plans regulatory
"using Rule 10b5-1 trading plans, as accelerated share repurchases"
Rule 10b5-1 trading plans are written, pre-arranged instructions that allow company insiders (such as executives or directors) to automatically buy or sell their company's stock at specified times or under set conditions, like a standing instruction or automated thermostat for trades. They matter to investors because these plans provide a legal defense against insider‑trading accusations and create predictable insider trading patterns that can help signal whether sales are routine portfolio management or potentially meaningful to the company’s outlook.
accelerated share repurchases financial
"using Rule 10b5-1 trading plans, as accelerated share repurchases"
An accelerated share repurchase is a program where a company hires an investment bank to buy back a large block of its own shares immediately, with the bank later settling the exact number of shares over a short period. Investors care because it quickly reduces the number of shares outstanding, which can raise earnings per share and signal management’s confidence, while also using company cash and potentially affecting future liquidity and valuation.
forward-looking statements regulatory
"This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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

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FAQ

How much did Ryan Specialty (RYAN) increase its share repurchase program?
Ryan Specialty increased its share repurchase authorization by $300 million, raising the total program to $600 million. This expansion follows substantial second-quarter repurchases and provides additional capacity to buy back Class A common stock using various permitted transaction methods.

How much authorization remains under Ryan Specialty’s share repurchase program?
As of May 22, 2026, Ryan Specialty had $300 million of authorization remaining under its share repurchase program. This figure reflects second-quarter repurchases and the recently approved $300 million increase to the total program size of $600 million.

How much stock has Ryan Specialty repurchased in the second quarter of 2026?
Ryan Specialty repurchased $260 million of Class A common stock in the second quarter of 2026. These repurchases exhausted the company’s prior $300 million authorization before the Board approved a further $300 million increase to the program.

What methods can Ryan Specialty use to execute its share repurchases?
Ryan Specialty may repurchase shares on the open market, through privately negotiated transactions, under Rule 10b5-1 trading plans, or via accelerated share repurchases. All methods must comply with applicable securities laws and are subject to market and liquidity considerations.

Is Ryan Specialty obligated to complete the full $600 million share repurchase authorization?
Ryan Specialty is not obligated to repurchase any specific amount of shares under its program. The company can adjust, suspend, or discontinue repurchases at any time, with activity dependent on stock price, trading volume, liquidity needs, and overall market conditions.

What rationale did Ryan Specialty’s leadership give for increasing the buyback authorization?
Founder and Executive Chairman Patrick G. Ryan said the increased authorization reflects the Board’s confidence in the company’s long-term strategy. He emphasized balancing strategic investments, both organic and inorganic, with buying back shares when considered the best use of capital.
FALSE000184925300018492532026-05-262026-05-26
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): May 26, 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 7.01 Regulation FD Disclosure.
On May 26, 2026, Ryan Specialty Holdings, Inc. (the “Company”) issued a press release announcing that its Board of
Directors has approved an increase to the Company's share repurchase program that authorizes the Company to repurchase
up to an additional $300 million of its outstanding Class A common stock, bringing the total share repurchase program to
$600 million. As of May 22, 2026, after accounting for the recent share repurchases during the second quarter of 2026 and
for the increased authorization, there is $300 million of authorization remaining available under the program.
Share repurchases may be made from time to time on the open market, in privately negotiated transactions, using Rule
10b5-1 trading plans, as accelerated share repurchases, or in any other manner that complies with the applicable securities
law. The timing of purchases and number of shares repurchased under the program will depend upon a variety of factors
including the Company’s stock price, trading volume, working capital or other liquidity requirements, and market
conditions. The Company is not obligated to purchase any shares under the program and the program may be suspended or
discontinued at any time without notice.
The press release is attached as Exhibit 99.1 and is incorporated herein by reference.
The information furnished under Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that
section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
The following exhibits are furnished herewith:
Exhibit No.
Description of Exhibit
99.1
Press Release dated May 26, 2026
104
Cover Page Interactive Data File (formatted as inline XBRL)
Cautionary Note Regarding Forward-Looking Statements
This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995 that involve substantial risks and uncertainties. All statements, other than statements of historical fact included in this
report, are forward-looking statements. Forward-looking statements give our current expectations relating to our financial
condition, results of operations, plans, objectives, future performance, and business. You can identify forward-looking
statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such
as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely,”
and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating
or financial performance or other events.  All forward-looking statements are subject to risks and uncertainties that may
cause actual results to differ materially from those that we expected, These forward-looking statements are not guarantees
of future performance and involve risks, assumptions and uncertainties, including, but not limited to, those relating to
whether the Company will achieve the associated objectives with its Empower Program, whether the costs and charges
associated with restructuring initiatives will exceed current estimates and forecasts, its ability to realize expected benefits in
the amounts and at the times anticipated, changes in management’s assumptions, its ability to achieve anticipated financial
results, risks associated with acquisitions, divestitures, joint ventures and strategic investments, outcomes of legal and
regulatory matters, and changes in legislation or regulations. These and other risks, assumptions and uncertainties are
described in Item 1A (Risk Factors) of the Company’s most recent Annual Report on Form 10-K and in other documents
that the Company files or furnishes with the Securities and Exchange Commission. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those
indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date they are made. Except to the extent required by law, the
Company does not undertake, and expressly disclaims, any duty or obligation to update publicly any forward-looking
statement after the date of this report, whether as a result of new information, future events, changes in assumptions or
otherwise.
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:
May 25, 2026
By:
/s/ Mark S. Katz
Mark S. Katz
Executive Vice President, General Counsel and Corporate
Secretary

image_0.jpg

Ryan Specialty Announces $300 Million Increase to Share Repurchase Program

May 26, 2026 | CHICAGO, IL – Ryan Specialty Holdings, Inc. (NYSE: RYAN) (“Ryan Specialty”), a leading international specialty insurance services firm, today announced that its Board of Directors on May 21, 2026 increased the authorization of its existing share repurchase program for shares of the Company’s Class A common stock by $300 million.

As of May 22, 2026, the Company repurchased $260 million of Class A common stock in the second quarter, exhausting its prior authorization of $300 million. After accounting for the increased authorization, there is $300 million of authorization remaining available under the current program.

“The increased authorization of our share repurchase program reflects the Board’s ongoing confidence in our long-term strategy,” said Patrick G. Ryan, Founder and Executive Chairman of Ryan Specialty. “We remain committed to strategically investing for the long-term, organically and inorganically, while also purchasing our shares when we believe it to be the best use of our capital.”

Share repurchases may be made from time to time on the open market, in privately negotiated transactions, using Rule 10b5-1 trading plans, as accelerated share repurchases, or in any other manner that complies with the applicable securities law. The timing of purchases and number of shares repurchased under the program will depend upon a variety of factors including the Company’s stock price, trading volume, working capital or other liquidity requirements, and market conditions. The Company is not obligated to purchase any shares under the program and the program may be suspended or discontinued at any time without notice.

About Ryan Specialty

Founded in 2010, Ryan Specialty is a service provider of specialty products and solutions for insurance brokers, agents and carriers. The firm provides distribution, underwriting, product development, administration and risk management services by acting as a wholesale broker and a managing underwriter with delegated authority from insurance carriers. Ryan Specialty’s mission is to provide industry-leading innovative specialty insurance solutions for insurance brokers, agents and carriers. To learn more, please visit ryanspecialty.com.

Forward-Looking Statements

All statements in this release that are not historical are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve substantial risks and uncertainties. For example, all statements the Company makes relating to its estimated and projected costs, expenditures, cash flows, growth rates and financial results, its plans, anticipated amount and timing of cost savings relating to the restructuring plan, or its plans and objectives for future operations, growth initiatives, or strategies are forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and variations of such words and similar expressions are intended to identify such forward-looking statements. All forward-looking statements are subject to risks and uncertainties, known and unknown, that may cause actual results to differ materially from those that the Company expected. Specific factors


that could cause such a difference include, but are not limited to, those disclosed previously in the Company’s filings with the Securities and Exchange Commission (“SEC”).

For more detail on the risk factors that may affect the Company’s results, see the section entitled “Risk Factors” in our most recent annual report on Form 10-K filed with the SEC, and in other documents filed with, or furnished to, the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Given these factors, as well as other variables that may affect the Company’s operating results, you are cautioned not to place undue reliance on these forward-looking statements, not to assume that past financial performance will be a reliable indicator of future performance, and not to use historical trends to anticipate results or trends in future periods. The forward-looking statements included in this press release relate only to events as of the date hereof. The Company does not undertake, and expressly disclaims, any duty or obligation to update publicly any forward-looking statement after the date of this release, whether as a result of new information, future events, changes in assumptions, or otherwise.

Investor Relations
Nicholas Mezick
VP, Investor Relations
Ryan Specialty
IR@ryanspecialty.com
(312) 784-6152

Media Relations
Alice Phillips Topping
SVP, Chief Marketing & Communications Officer
Ryan Specialty
Alice.Topping@ryanspecialty.com
(312) 635-5976


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Source: View Original Filing on SEC EDGAR

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