Every 8-K that Ryan Specialty Holdings, Inc. (RYAN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow RYAN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full RYAN filings page.
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.
Ryan Specialty Holdings, Inc. announced that it issued a press release on July 30, 2026 reporting its results of operations for the second quarter ended June 30, 2026.
On the same date, the board of directors declared a regular quarterly dividend of $0.13 per share on the outstanding Class A common stock, payable on August 25, 2026 to stockholders of record as of the close of business on August 11, 2026. The company also stated that comments about future dividends, restructuring activities and expected cost savings are forward-looking statements and subject to significant risks and uncertainties.
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.
Ryan Specialty Holdings, Inc. reported the results of its annual stockholder meeting. All director nominees were elected to serve until the 2027 annual meeting, with each receiving over 1.22 billion votes in favor and relatively few votes against or withheld.
Stockholders also approved the ratification of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 1,245,571,118 votes in favor. In addition, the advisory proposal on executive compensation passed, receiving 1,235,002,019 votes for, 202,513 against, and 52,630 abstentions, along with 10,447,967 broker non-votes.
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.
Ryan Specialty Holdings reported strong first quarter 2026 results, with total revenue up 15.2% year-over-year to $795.2 million and net income improving to $40.6 million from a loss of $(4.4) million. Adjusted EBITDAC rose 15.7% to $232.0 million, and adjusted net income grew 21.2% to $130.7 million, driving adjusted diluted EPS up 20.5% to $0.47.
Organic revenue growth was 11.8%, reflecting new client wins, deeper existing relationships and contributions from acquisitions, with broad growth across casualty lines and a moderate decline in property. The board declared a regular quarterly dividend of $0.13 per share, payable May 26, 2026, and the company returned approximately $64.8 million to shareholders through $40.0 million of share repurchases and $24.8 million of dividends and distributions.
The company ended March 31, 2026 with $154.7 million of cash and cash equivalents and $3.6 billion of outstanding debt principal. For full year 2026, management now guides to an organic revenue growth rate in the mid-single digits and an adjusted EBITDAC margin that is down 100–150 basis points compared to the prior year.
Ryan Specialty Holdings reported strong 2025 growth but softer profitability, and announced several major capital actions. Full-year 2025 revenue rose 21.3% to $3.05 billion, with organic revenue growth of 10.1%. Adjusted EBITDAC increased 19.2% to $966.7 million, while net income declined 6.9% to $214.2 million.
In the fourth quarter, revenue grew 13.2% to $751.2 million, but net income fell 26.6% to $31.2 million as operating expenses and interest costs increased, compressing net income margin to 4.2%. Adjusted EBITDAC for the quarter rose 2.9% to $222.3 million, and adjusted diluted EPS held flat at $0.45.
The board approved a three-year “Empower Program” restructuring, expected to incur about $160 million of pre-tax charges through 2028 and generate roughly $80 million of annual savings in 2029. The board also authorized a share repurchase program of up to $300 million of Class A stock and raised the regular quarterly dividend by 8.3% to $0.13 per share, payable March 10, 2026 to holders of record on February 24, 2026.
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.
Ryan Specialty Holdings, Inc. reported that Robert Le Blanc will retire from its Board of Directors effective February 11, 2026. His service on the Compensation and Governance Committee will also end on that date. The company states that his decision to retire is not the result of any disagreement with the company, which signals an orderly and planned transition rather than a dispute-driven departure.
Ryan Specialty expressed gratitude for Mr. Le Blanc’s many years of service and contributions to the Board. On December 8, 2025, the company issued a press release to publicly announce his retirement, which is furnished as an exhibit to this report.
Ryan Specialty Holdings announced two items. The company furnished a press release with results for the third quarter ended September 30, 2025, as Exhibit 99.1. Separately, the board declared a regular quarterly dividend of $0.12 per share on Class A common stock, payable on November 25, 2025 to stockholders of record at the close of business on November 11, 2025.
The results press release was furnished under Item 2.02 and is not deemed filed, and the dividend reflects the board’s ongoing payout on the Class A shares.
Ryan Specialty Holdings, Inc. announced leadership changes in its top executive team. Effective October 9, 2025, the board appointed Stephen P. Keogh as Co-President and Chief Operating Officer and Brendan M. Mulshine as Co-President and Chief Revenue Officer, succeeding Jeremiah Bickham as President.
Keogh, age 59, has been the Company’s Chief Operating Officer since May 2025 and previously held senior leadership roles at Aon plc over more than three decades. Mulshine, also 59, has served as Executive Vice President and Chief Revenue Officer since 2020 after earlier leadership roles at the Company and at Aon Re. The Company states that any changes to their compensation have not yet been determined.
Bickham and the Company agreed that he will transition from his role as President effective October 8, 2025 and serve as a non-employee strategic advisor through January 1, 2026. The filing notes relevant family relationships for Mulshine with the Company’s Founder and a board member and confirms there are no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K.
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.