Ryan Specialty (RYAN) director granted 5,757 RSUs with deferred settlement

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Cornelli Francesca reported acquisition or exercise transactions in this Form 4 filing.

Ryan Specialty Holdings director Francesca Cornelli received an equity award in the form of Restricted Stock Units (RSUs). On the grant date, 5,757 RSUs vested immediately, but settlement into Class A Common Stock will occur only after her separation from the board, reflecting deferred compensation rather than a cash purchase.

Following this award, Cornelli is reported with 10,377 Class A Common Stock shares associated with her position. The grant was approved by the company’s board of directors for purposes of Rule 16(b)(3), indicating it is a board-sanctioned, routine director compensation grant rather than an open-market transaction.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Cornelli Francesca

Role null

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

Holdings After Transaction: Class A Common Stock — 10,377 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. The grant was approved by the Board of the Issuer for purposes of Rule 16(b)(3).

Key Figures

RSUs granted: 5,757 units Price per share: $0.00 per share Shares after transaction: 10,377 shares +2 more

5 metrics

RSUs granted 5,757 units Restricted Stock Units vested immediately on April 28, 2026

Price per share $0.00 per share Reported transaction price for the RSU award

Shares after transaction 10,377 shares Class A Common Stock reported following the award

Transaction code A Grant, award, or other acquisition of non-derivative securities

Transaction date April 28, 2026 Date the RSU grant and immediate vesting were reported

Key Terms

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

4 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.

Rule 16(b)(3) regulatory

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

defer settlement financial

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

Class A Common Stock financial

"security_title: "Class A Common Stock""

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Form 4 Insider Transactions: What Each Field Means →

04/30/2026 - 06:18 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^*

Cornelli Francesca

(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⁾⁽²⁾	A	$0	10,377⁽¹⁾	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.

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

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 Holdings (RYAN) director Francesca Cornelli report on this Form 4?

Director Francesca Cornelli reported receiving 5,757 Restricted Stock Units that vested immediately as equity compensation. Settlement into Class A Common Stock is deferred until she leaves the board, and her reported holdings after this award total 10,377 shares.

Was the Francesca Cornelli Form 4 transaction in RYAN shares an open-market purchase or sale?

The transaction was not an open-market trade. It was a grant of 5,757 Restricted Stock Units that vested immediately as director compensation, with no cash price per share. These RSUs will settle into Class A Common Stock after Cornelli’s separation from the board.

How many Ryan Specialty Holdings (RYAN) shares does Francesca Cornelli hold after this RSU grant?

After the reported grant, Francesca Cornelli is shown with 10,377 Class A Common Stock shares associated with her position. This total reflects the impact of the 5,757 Restricted Stock Units that vested immediately as part of her board compensation package.

What are the key terms of the Restricted Stock Units granted to RYAN director Francesca Cornelli?

The filing shows 5,757 Restricted Stock Units that vested immediately upon grant, with a reported price of $0.00 per unit. However, Cornelli elected to defer settlement into Class A Common Stock until her separation from the board of directors, turning the award into deferred equity compensation.

Was the Ryan Specialty Holdings (RYAN) director equity grant approved under Rule 16(b)(3)?

Yes. The footnotes state that the grant to director Francesca Cornelli was approved by the Ryan Specialty Holdings board of directors for purposes of Rule 16(b)(3), indicating it is a board-approved, routine equity compensation grant rather than a discretionary market transaction.