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Ryan Specialty (NYSE: RYAN) director moves stake in potential divorce settlement

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

RYAN SPECIALTY HOLDINGS, INC. (ticker RYAN) reported that director Nicholas Dominic Cortezi recorded four code J transactions on August 14, 2026 involving indirect holdings through two Louise M. Cortezi family trusts. Each transaction reflects an "other" disposition at a price of $0.00 per share, categorized as a restructuring rather than an open-market trade.

The trusts disposed of an aggregate of 1,841,019 Common Units and a corresponding 1,841,019 shares of Class B Common Stock through one trust, and 313,116 Common Units and 313,116 shares of Class B Common Stock through the other. A footnote explains these transfers were to the reporting person’s spouse in connection with a negotiation of separation of assets in anticipation of a potential divorce settlement. Another footnote states that Class B Common Stock carries 10 votes per share but no economic interests, and that each Common Unit of New Ryan Specialty, LLC may be exchanged, together with delivery of an equal number of Class B shares, for one share of Class A Common Stock or, at the issuer’s option, cash; the Common Units do not expire.

Positive

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Insider CORTEZI NICHOLAS DOMINIC
Role Director
Type Security Shares Price Value
Other Common Units F2, F3 1,841,019 $0.00 $0.00
Other Common Units F2, F3 313,116 $0.00 $0.00
Other Class B Common Stock F1, F2 1,841,019 $0.00 $0.00
Other Class B Common Stock F1, F2 313,116 $0.00 $0.00
Holdings After Transaction: Common Units — 1,841,020 shares (Indirect, By the Louise M. Cortezi Family Trust dated April 7, 2012); Common Units — 313,116 shares (Indirect, By the Louise M. Cortezi Family Resource Trust dated January 1, 2018); Class B Common Stock — 1,841,020 shares (Indirect, By the Louise M. Cortezi Family Trust dated April 7, 2012); Class B Common Stock — 313,116 shares (Indirect, By the Louise M. Cortezi Family Resource Trust dated January 1, 2018)
Footnotes (3)
  1. F1. Shares of Class B Common Stock, par value $0.001 per share, ("Class B Common Stock") do not represent economic interests in the Issuer. Except as provided in the Issuer's certificate of incorporation or as required by applicable law, holders of Class B Common Stock will be initially entitled to 10 votes per share on all matters to be voted on by the Issuer's stockholders generally. Upon exchange of Common Units ("Common Units") of New Ryan Specialty, LLC that are held by the Reporting Person and reported in Table II hereof, for an equal number of shares of Class A Common Stock, par value $0.001 per share, ("Class A Common Stock") of the Issuer, an equal number of shares of the Issuer's Class B Common Stock will be cancelled for no consideration.
  2. F2. Transfer to the Reporting Person's spouse in connection with a negotiation of separation of assets in anticipation of a potential divorce settlement.
  3. F3. Pursuant to the Amended and Restated Limited Liability Company Agreement of New Ryan Specialty, LLC, as amended, the reporting person may exchange all or a portion of such person's Common Units of the LLC (together with the delivery of an equal number of shares of Class B Common Stock of the Issuer) for shares of Class A Common Stock of the Issuer on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Common Stock). The Common Units do not expire.
Common Units disposed (Family Trust) 1,841,019 shares Common Units, code J transaction on 2026-08-14 via Louise M. Cortezi Family Trust
Common Units disposed (Family Resource Trust) 313,116 shares Common Units, code J transaction on 2026-08-14 via Family Resource Trust
Class B shares disposed (Family Trust) 1,841,019 shares Class B Common Stock, code J transaction on 2026-08-14 via Louise M. Cortezi Family Trust
Class B shares disposed (Family Resource Trust) 313,116 shares Class B Common Stock, code J transaction on 2026-08-14 via Family Resource Trust
Transaction price per share $0.00 All four code J restructuring transactions on 2026-08-14
Votes per Class B share 10 votes per share Voting rights of Class B Common Stock with no economic interest
Restructuring shares total 4,308,270 shares Aggregate shares involved in restructuring transactions per transactionSummary
Class B Common Stock financial
"Shares of Class B Common Stock, par value $0.001 per share"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Common Units financial
"Upon exchange of Common Units ("Common Units") of New Ryan Specialty, LLC"
Common units are the basic ownership stakes in a company, limited partnership, or trust that function like common stock: they give holders a claim on profits and often voting rights. Think of them as the ordinary seats at a table—the most directly affected by the business’s success or failure, so they typically offer higher upside but carry greater risk than preferred claims or creditors, which matters to investors evaluating potential return and safety.
Amended and Restated Limited Liability Company Agreement regulatory
"Pursuant to the Amended and Restated Limited Liability Company Agreement of New Ryan Specialty, LLC"
separation of assets other
"in connection with a negotiation of separation of assets in anticipation"
divorce settlement other
"in anticipation of a potential divorce settlement"

FAQ

What insider transactions did RYAN (RYAN) disclose for Nicholas Dominic Cortezi on August 14, 2026?
RYAN disclosed four code J restructuring transactions for Nicholas Dominic Cortezi on August 14, 2026, involving indirect trust-held Common Units and matching Class B Common Stock, all at a price of $0.00 per share as part of a non-market transfer.

How many Common Units were involved in the latest RYAN (RYAN) insider restructuring?
The restructuring involved 1,841,019 Common Units held via the Louise M. Cortezi Family Trust and 313,116 Common Units via the Louise M. Cortezi Family Resource Trust, each paired with an equal number of Class A Common Stock-linked units for potential future exchange.

What is special about the Class B Common Stock referenced in the RYAN (RYAN) Form 4?
The Class B Common Stock has 10 votes per share but no economic interest in the issuer. Upon exchange of corresponding Common Units into Class A Common Stock, an equal number of Class B shares is cancelled for no consideration.

Were the recent RYAN (RYAN) insider transactions open-market sales or part of a restructuring?
They were reported under transaction code J, described as "Other acquisition or disposition," and categorized as restructuring transactions at $0.00 per share, not as open-market purchases or sales of RYAN Class A Common Stock.

What does the RYAN (RYAN) filing say about the purpose of the insider transfers?
A footnote explains the transfers were to the reporting person’s spouse in connection with a negotiation of separation of assets in anticipation of a potential divorce settlement, indicating a personal asset reallocation rather than a market-driven trade.

Can the Common Units in the RYAN (RYAN) Form 4 be exchanged for Class A Common Stock?
According to a footnote, each Common Unit of New Ryan Specialty, LLC may be exchanged, together with an equal number of Class B shares, for one share of Class A Common Stock or, at the issuer’s option, cash based on the Class A share’s then-market value.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
CORTEZI NICHOLAS DOMINIC
(Last)(First)(Middle)
155 NORTH WACKER DRIVE, SUITE 4000
(Street)
CHICAGO ILLINOIS 60606
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
RYAN SPECIALTY HOLDINGS, INC. [ RYAN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/14/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class B Common Stock(1)08/14/2026J(2)1,841,019D$01,841,020IBy the Louise M. Cortezi Family Trust dated April 7, 2012
Class B Common Stock(1)08/14/2026J(2)313,116D$0313,116IBy the Louise M. Cortezi Family Resource Trust dated January 1, 2018
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Common Units$008/14/2026J(2)1,841,019 (3) (3)Class A Common Stock1,841,019$01,841,020IBy the Louise M. Cortezi Family Trust dated April 7, 2012
Common Units$008/14/2026J(2)313,116 (3) (3)Class A Common Stock313,116$0313,116IBy the Louise M. Cortezi Family Resource Trust dated January 1, 2018
Explanation of Responses:
1. Shares of Class B Common Stock, par value $0.001 per share, ("Class B Common Stock") do not represent economic interests in the Issuer. Except as provided in the Issuer's certificate of incorporation or as required by applicable law, holders of Class B Common Stock will be initially entitled to 10 votes per share on all matters to be voted on by the Issuer's stockholders generally. Upon exchange of Common Units ("Common Units") of New Ryan Specialty, LLC that are held by the Reporting Person and reported in Table II hereof, for an equal number of shares of Class A Common Stock, par value $0.001 per share, ("Class A Common Stock") of the Issuer, an equal number of shares of the Issuer's Class B Common Stock will be cancelled for no consideration.
2. Transfer to the Reporting Person's spouse in connection with a negotiation of separation of assets in anticipation of a potential divorce settlement.
3. Pursuant to the Amended and Restated Limited Liability Company Agreement of New Ryan Specialty, LLC, as amended, the reporting person may exchange all or a portion of such person's Common Units of the LLC (together with the delivery of an equal number of shares of Class B Common Stock of the Issuer) for shares of Class A Common Stock of the Issuer on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Common Stock). The Common Units do not expire.
Remarks:
/s/ Mark S. Katz, as Attorney-in-Fact08/18/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR