Director John W. Rogers Jr. receives equity award in Ryan Specialty (RYAN)

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

ROGERS JOHN W JR reported acquisition or exercise transactions in this Form 4 filing.

Ryan Specialty Holdings director John W. Rogers Jr. received an award of 5,757 shares of Class A Common Stock in the form of Restricted Stock Units that vested immediately upon grant. He elected to defer settlement of these units until his separation from the board of directors, consistent with the company’s director compensation program.

Following this award, he directly holds or has deferred rights tied to a total of 110,433 shares, which includes 15,270 previously granted Restricted Stock Units that also vested immediately upon grant and are similarly deferred until he leaves board service.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider ROGERS JOHN W JR

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	5,757	$0.00	--

Holdings After Transaction: Class A Common Stock — 110,433 shares (Direct, null)

Footnotes (1)

The reported securities represent Restricted Stock Units that vested immediately upon grant for which the reporting person has elected to defer settlement until their separation from service on the board of directors. Such grant was approved by the Board of the Issuer for purposes of Rule 16(b)(3). Includes 15,270 Restricted Stock Units that vested immediately upon grant for which the reporting person has elected to defer settlement until their separation from service on the board of directors.

Key Figures

RSU award: 5,757 shares Total direct position: 110,433 shares Previously granted RSUs: 15,270 units +1 more

4 metrics

RSU award 5,757 shares Restricted Stock Units vested immediately on April 28, 2026

Total direct position 110,433 shares Shares and RSUs following the reported transaction

Previously granted RSUs 15,270 units Earlier RSUs that vested immediately and are deferred to separation

Grant price $0.00 per share Equity compensation award, not an open-market purchase

Key Terms

Restricted Stock Units, defer settlement, Rule 16(b)(3)

3 terms

Restricted Stock Units financial

"The reported securities represent Restricted Stock Units that vested immediately upon grant"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

defer settlement financial

"the reporting person has elected to defer settlement until their separation from service"

Rule 16(b)(3) regulatory

"Such grant was approved by the Board of the Issuer for purposes of Rule 16(b)(3)."

Form 4 Insider Transactions: What Each Field Means →

04/30/2026 - 06:23 PM

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^*

ROGERS JOHN W JR

(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	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/28/2026		A		5,757⁽¹⁾	A	$0	110,433⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The reported securities represent Restricted Stock Units that vested immediately upon grant for which the reporting person has elected to defer settlement until their separation from service on the board of directors. Such grant was approved by the Board of the Issuer for purposes of Rule 16(b)(3).

2. Includes 15,270 Restricted Stock Units that vested immediately upon grant for which the reporting person has elected to defer settlement until their separation from service on the board of directors.

Remarks:

	/s/ Mark S. Katz, as Attorney-in-Fact	04/30/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Ryan Specialty (RYAN) director John W. Rogers Jr. report on this Form 4?

He reported receiving 5,757 shares of Class A Common Stock as a Restricted Stock Unit award. The units vested immediately, but he elected to defer settlement until he leaves the board, reflecting standard equity-based director compensation rather than an open-market stock purchase.

How many Ryan Specialty (RYAN) shares does John W. Rogers Jr. hold after this transaction?

After the award, he is shown with 110,433 shares tied to his direct position. This total includes 15,270 Restricted Stock Units from earlier grants that vested immediately but are deferred until his eventual separation from service on the board of directors.

Was the Ryan Specialty (RYAN) Form 4 transaction an open-market stock purchase?

No. The filing describes a grant of 5,757 Restricted Stock Units with a reported price of $0.00 per share. These units represent equity compensation approved by the board, not shares bought in the open market by the director at a cash price.

When will the Restricted Stock Units reported by John W. Rogers Jr. in RYAN’s Form 4 be settled?

Both the newly reported 5,757 units and 15,270 prior units vested immediately but will be settled after he separates from service on the board. Until that time, settlement is deferred according to his election under the company’s director compensation arrangements.

What is the significance of Rule 16(b)(3) in the Ryan Specialty (RYAN) Form 4 filing?

The footnote states the grant was approved by the issuer’s board for purposes of Rule 16(b)(3). This indicates the award was structured and approved to fit within an exemption framework for short-swing profit rules that apply to directors and other insiders under U.S. securities law.