[Form 4] RYAN SPECIALTY HOLDINGS, INC. Insider Trading Activity

Rhea-AI Filing Summary

Ryan Specialty Holdings, Inc.’s chief executive officer and director reported an exchange of incentive units and a related stock sale. On 12/11/2025, Class C Common Incentive Units in New Ryan Specialty, LLC were exchanged into 129,964 shares of Class A Common Stock under the LLC operating agreement. On 12/12/2025, 129,570 Class A shares were sold in a block trade at $53.61 per share to satisfy a separation of assets obligation under the reporting person’s divorce settlement.

After these transactions, the insider beneficially owned 12,553 shares of Class A Common Stock directly and 165,942 Class C Common Incentive Units, which may be exchangeable into Common Units and then into Class A shares based on a return threshold that is currently $23.14 per unit.

Insider Trade Summary

Net Seller: 129,570 shares ($6,946,248)

Net Sell 3 txns

Insider TURNER TIMOTHY WILLIAM

Role Chief Executive Officer

Sold 129,570 shs ($6.95M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	129,570	$53.61	$6.95M
Exercise	Class C Common Incentive Units [Right to Buy]	222,000	$0.00	--
Exercise	Class A Common Stock	129,964	$0.00	--

Holdings After Transaction: Class A Common Stock — 12,553 shares (Direct); Class C Common Incentive Units [Right to Buy] — 165,942 shares (Direct)

Footnotes (1)

1. The Class C Common Incentive Units were exchanged, pursuant to the terms of the operating agreement of New Ryan Specialty, LLC (the "LLC"), for a number of Common Units determined by reference to (1) the Class C Common Incentive Units' Return Threshold and (2) adjustments for certain prior tax distributions made with respect to such Class C Common Incentive Units. Such Common Units were then immediately redeemed on a one-for-one basis for shares of Class A Common Stock. The shares were sold by the Reporting Person to satisfy a separation of assets obligation as required by the Reporting Person's divorce settlement. The shares of Class A Common Stock were sold pursuant to a block trade transaction at a discount from the market price. The Class C Common Incentive Units' Return Threshold is used to determine the value of such units and, by extension, the number of shares of Class A Common Stock into which such units may be converted. The current Return Threshold of such units is $23.14. The units had a Return Threshold of $23.50 when issued, which, pursuant to the terms of the operating agreement of the LLC, is reduced on a one-for-one basis for each distribution from the LLC with respect to its Common Units. The LLC has made seven distributions for a total amount of $0.36 per unit with respect to its Common Units since the Reporting Person's Class C Common Incentive Units were issued. Represents Class C Common Incentive Units of Ryan Specialty Group, LLC. Such grant was approved by the Board of the Issuer for purposes of Rule 16(b)(3). The Class C Common Incentive Units may be exchangeable into a number of Common Units as described in the prior footnote, which will then be immediately redeemed on a one-for-one basis for Class A Common Stock of the Issuer based on the value of Common Units and the fair market value of the Class A Common Stock at the time of the applicable exchange.

Form 4 Insider Transactions: What Each Field Means →

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^*

TURNER TIMOTHY WILLIAM

(Last) (First) (Middle)

155 NORTH WACKER DRIVE, SUITE 4000

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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
Class A Common Stock	12/11/2025		M		129,964	A	(1)	142,123	D
Class A Common Stock	12/12/2025		S(2)		129,570	D	$53.61(3)	12,553	D

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
Class C Common Incentive Units [Right to Buy]	$23.14(4)	12/11/2025		M			222,000	(5)	(5)	Class A Common Stock	129,964	(5)	165,942	D

Explanation of Responses:

1. The Class C Common Incentive Units were exchanged, pursuant to the terms of the operating agreement of New Ryan Specialty, LLC (the "LLC"), for a number of Common Units determined by reference to (1) the Class C Common Incentive Units' Return Threshold and (2) adjustments for certain prior tax distributions made with respect to such Class C Common Incentive Units. Such Common Units were then immediately redeemed on a one-for-one basis for shares of Class A Common Stock.

2. The shares were sold by the Reporting Person to satisfy a separation of assets obligation as required by the Reporting Person's divorce settlement.

3. The shares of Class A Common Stock were sold pursuant to a block trade transaction at a discount from the market price.

4. The Class C Common Incentive Units' Return Threshold is used to determine the value of such units and, by extension, the number of shares of Class A Common Stock into which such units may be converted. The current Return Threshold of such units is $23.14. The units had a Return Threshold of $23.50 when issued, which, pursuant to the terms of the operating agreement of the LLC, is reduced on a one-for-one basis for each distribution from the LLC with respect to its Common Units. The LLC has made seven distributions for a total amount of $0.36 per unit with respect to its Common Units since the Reporting Person's Class C Common Incentive Units were issued.

5. Represents Class C Common Incentive Units of Ryan Specialty Group, LLC. Such grant was approved by the Board of the Issuer for purposes of Rule 16(b)(3). The Class C Common Incentive Units may be exchangeable into a number of Common Units as described in the prior footnote, which will then be immediately redeemed on a one-for-one basis for Class A Common Stock of the Issuer based on the value of Common Units and the fair market value of the Class A Common Stock at the time of the applicable exchange.

Remarks:

	/s/ Mark S. Katz, as Attorney-in-Fact	12/14/2025
	** 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).
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