Michael G. Bungert joins Ryan Specialty (NYSE: RYAN) board and key committee

Rhea-AI Filing Summary

Ryan Specialty Holdings, Inc. appointed Michael G. Bungert to its Board of Directors and its Compensation and Governance Committee, effective September 3, 2025. His initial term runs until the 2026 annual stockholder meeting, when any continued service would require renomination and stockholder approval.

He will receive standard non-employee director pay, including a restricted stock unit grant with a grant date fair value of $200,000, prorated for his partial year of service, that fully vests on the grant date. Each RSU equals one share of Class A common stock. He is also entitled to $120,000 per year in cash compensation, paid quarterly, with no extra cash for his committee role. The company will enter into its standard indemnification agreement with him.

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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): September 3, 2025

____________________

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

On September 3, 2025, the Board of Directors (the “Board”) of Ryan Specialty Holdings, Inc. (the “Company”) elected

Michael G. Bungert as a director and assigned him to its Compensation and Governance Committee, effective immediately.

Mr. Bungert's initial term as a director will expire at the 2026 annual meeting of the Company’s stockholders, at which

time his continued Board service will be subject to renomination and stockholder approval.

There are no transactions in which Mr. Bungert has or will have an interest that would be required to be disclosed pursuant

to Item 404(a) of Regulation S-K under the Exchange Act, at this time. The selection of Mr. Bungert was not pursuant to

any arrangement or understanding between him and any other person.

Mr. Bungert will participate in the Company’s standard non-employee director compensation arrangements.  Mr. Bungert

will receive a grant of restricted stock units (RSUs) with a grant date fair value equal to $200,000 (prorated for the portion

of the year for which he served as a director) that fully vest on the grant date and each RSU represents a right to receive

one fully vested share of the Company’s Class A common stock. The Company will make the annual equity grant of RSUs

on the date of the Company’s next annual meeting of stockholders and such grant will be compensation for the prior year

of service, or portion thereof. Additionally, Mr. Bungert will be entitled to receive a cash payment in the amount of

$120,000 per year, paid quarterly, in respect of his service as a member of the Board, with no additional cash compensation

paid on account of his service on the Compensation and Governance Committee. The Company will also enter into its

standard form of indemnification agreement with Mr. Bungert, the form of which was filed as Exhibit 10.4 to the

Company’s Registration Statement filed with the Securities and Exchange Commission on Form S-1 on June 21, 2021.

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 September 9, 2025
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:	September 9, 2025	By:	/s/ Mark S. Katz
			Mark S. Katz Executive Vice President, General Counsel and Corporate Secretary

FAQ

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

Ryan Specialty Holdings added Michael G. Bungert to its Board of Directors and its Compensation and Governance Committee, effective September 3, 2025. His initial term lasts until the 2026 annual stockholder meeting, when any continued board service would depend on renomination and stockholder approval.

How long is Michael G. Bungert’s initial term on the Ryan Specialty (RYAN) board?

Michael G. Bungert’s initial term runs until the 2026 annual meeting of Ryan Specialty’s stockholders. After that, he may continue only if the Board renominates him and stockholders approve his continued service through the company’s normal director election process.

What equity compensation will Michael G. Bungert receive as a Ryan Specialty (RYAN) director?

He will receive a grant of restricted stock units with a grant date fair value of $200,000, prorated for his partial year of board service. The RSUs fully vest on the grant date, and each unit represents one fully vested share of Class A common stock.

What cash compensation will Ryan Specialty (RYAN) pay Michael G. Bungert for board service?

Ryan Specialty will pay Michael G. Bungert $120,000 per year in cash compensation for his service as a board member. This amount is paid quarterly, and he will not receive additional cash compensation for serving on the Compensation and Governance Committee.

Was Michael G. Bungert’s appointment to the Ryan Specialty (RYAN) board linked to any arrangements?

The company states that selecting Michael G. Bungert was not made under any arrangement or understanding with another person. It also notes there are currently no transactions involving him requiring disclosure under Item 404(a) of Regulation S-K under the Exchange Act.

Will Ryan Specialty (RYAN) provide indemnification to new director Michael G. Bungert?

Yes. Ryan Specialty plans to enter into its standard form of indemnification agreement with Michael G. Bungert. The form of this agreement was previously filed as Exhibit 10.4 to the company’s registration statement on Form S-1 submitted to the Securities and Exchange Commission in June 2021.