Ryan Specialty Holdings (NYSE: RYAN) trust enters 287,646-share option pact

Rhea-AI Filing Summary

Ryan Specialty Holdings, Inc. insider Patrick G. Ryan, serving as trustee of the Ryan Stock Option Trust, reported acquiring a call option obligation covering 287,646 underlying shares of Class A common stock at a $43.63 per-share purchase price for the issuer. The trust is obligated to sell shares to the company from time to time through September 9, 2036 as employees exercise related Executive Chairman stock options that vest in equal annual installments on October 1, 2029, 2030 and 2031. On August 4, 2026, 287,646 shares of Class A common stock were transferred into the trust in an exempt internal transaction under Rule 16a-13.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider RYAN PATRICK G

Role Executive Chairman

Type	Security	Shares	Price	Value
Disposition	Call option (obligation to sell) F1, F2	287,646	$0.00	$0.00

Holdings After Transaction: Call option (obligation to sell) — 287,646 shares (Indirect, By Ryan Stock Option Trust, dated April 28, 2026)

Footnotes (2)

1. F1. On August 4, 2026, the reporting person, as trustee of Ryan Stock Option Trust, dated April 28, 2026 (The "Trust"), entered into Amendment No. 1 to Executive Chairman Option Settlement Agreement (the "Amendment") with Ryan Specialty Holdings, Inc. (the "Issuer"), pursuant to which the Trust has the obligation to sell to the Issuer an aggregate of up to an additional 287,646 shares of Class A common stock from time to time through September 9, 2036. The Amendment was entered into in connection with the Issuer's grant of compensatory Executive Chairman Stock Options to certain employees under the Issuer's 2021 Omnibus Incentive Plan, which stock options vest in equal annual installments on October 1, 2029, 2030 and 2031. The Issuer will exercise its right to purchase shares from the Trust at such times and in such amounts as the corresponding employee stock options are exercised following vesting.
2. F2. By reporting person, as trustee of Ryan Stock Option Trust, dated April 28, 2026 (the "Trust"), which was formed for the sole purpose of holding the shares of Class A common stock subject to the Amendment described in footnote (1) as well as the Class A common stock subject to the underlying Executive Chairman Option Settlement Agreement. On August 4, 2026, the reporting person transferred 287,646 shares of Class A common stock to the Trust in an exempt transaction pursuant to Rule 16a-13.

Key Figures

Underlying shares: 287,646 shares Option purchase price: $43.63 per share Option period end date: September 9, 2036 +2 more

5 metrics

Underlying shares 287,646 shares Call option obligation to sell Class A common stock to the issuer

Option purchase price $43.63 per share Price at which Ryan Specialty Holdings may buy shares from the trust

Option period end date September 9, 2036 Latest date through which the issuer may purchase shares under the Amendment

Option vesting dates October 1, 2029, 2030 and 2031 Schedule when related Executive Chairman employee stock options vest

Shares transferred to trust 287,646 shares Shares moved into Ryan Stock Option Trust in an exempt Rule 16a-13 transaction

Key Terms

Executive Chairman Option Settlement Agreement, 2021 Omnibus Incentive Plan, Rule 16a-13, Call option (obligation to sell)

4 terms

Executive Chairman Option Settlement Agreement financial

"entered into Amendment No. 1 to Executive Chairman Option Settlement Agreement"

2021 Omnibus Incentive Plan financial

"grant of compensatory Executive Chairman Stock Options to certain employees under the Issuer's 2021 Omnibus Incentive Plan"

Rule 16a-13 regulatory

"transferred 287,646 shares of Class A common stock to the Trust in an exempt transaction pursuant to Rule 16a-13"

Call option (obligation to sell) financial

"security_title: Call option (obligation to sell) reported as a derivative position"

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/06/2026 - 05:05 PM Accepted by SEC EDGAR 08/06/2026 - 05:05 PM Learn about SEC filing dates

FAQ

What derivative obligation did Patrick G. Ryan report for RYAN on August 4, 2026?

Patrick G. Ryan, as trustee of the Ryan Stock Option Trust, reported a call option obligation covering 287,646 Class A shares at $43.63 per share. The trust must sell those shares to Ryan Specialty Holdings as the company purchases stock tied to employee stock option exercises.

How long can Ryan Specialty Holdings (RYAN) purchase shares from the Ryan Stock Option Trust?

Ryan Specialty Holdings may purchase shares from the trust through September 9, 2036. The issuer exercises this right in amounts matching employee Executive Chairman stock options as they are exercised following vesting between 2029 and 2031.

How many RYAN shares are covered and at what price under the trust’s option obligation?

The Ryan Stock Option Trust is obligated on up to 287,646 Class A shares at a per-share purchase price of $43.63. Ryan Specialty Holdings will buy these shares as corresponding employee Executive Chairman stock options are exercised.

What internal share transfer involving RYAN stock occurred on August 4, 2026?

On August 4, 2026, 287,646 Class A shares were transferred by the reporting person into the Ryan Stock Option Trust in an exempt transaction under Rule 16a-13. The trust was formed to hold shares subject to the option settlement arrangements with Ryan Specialty Holdings.

How are RYAN’s employee Executive Chairman stock options linked to the trust obligation?

The trust obligation supports compensatory Executive Chairman stock options granted under the 2021 Omnibus Incentive Plan. These employee options vest in equal annual installments on October 1, 2029, 2030 and 2031, and shares are purchased from the trust when those options are exercised.

SEC Form 4

FORM 4

UNITED 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^*

RYAN PATRICK G

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Call option (obligation to sell)	$43.63	08/04/2026		D		287,646		(1)	(1)	Class A Common Stock	287,646	$0	287,646	I	By Ryan Stock Option Trust, dated April 28, 2026(2)

Explanation of Responses:

1. On August 4, 2026, the reporting person, as trustee of Ryan Stock Option Trust, dated April 28, 2026 (The "Trust"), entered into Amendment No. 1 to Executive Chairman Option Settlement Agreement (the "Amendment") with Ryan Specialty Holdings, Inc. (the "Issuer"), pursuant to which the Trust has the obligation to sell to the Issuer an aggregate of up to an additional 287,646 shares of Class A common stock from time to time through September 9, 2036. The Amendment was entered into in connection with the Issuer's grant of compensatory Executive Chairman Stock Options to certain employees under the Issuer's 2021 Omnibus Incentive Plan, which stock options vest in equal annual installments on October 1, 2029, 2030 and 2031. The Issuer will exercise its right to purchase shares from the Trust at such times and in such amounts as the corresponding employee stock options are exercised following vesting.

2. By reporting person, as trustee of Ryan Stock Option Trust, dated April 28, 2026 (the "Trust"), which was formed for the sole purpose of holding the shares of Class A common stock subject to the Amendment described in footnote (1) as well as the Class A common stock subject to the underlying Executive Chairman Option Settlement Agreement. On August 4, 2026, the reporting person transferred 287,646 shares of Class A common stock to the Trust in an exempt transaction pursuant to Rule 16a-13.

Remarks:

	/s/ Mark S. Katz, as Attorney-in-Fact	08/06/2026
	** Signature of Reporting Person	Date
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)