RYAN director granted 5,757 RSUs vesting immediately

Bienen Henry S reported acquisition or exercise transactions in this Form 4 filing.

(Neutral)

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

Rhea-AI Filing Summary

Bienen Henry S reported acquisition or exercise transactions in this Form 4 filing.

RYAN Specialty Holdings director Henry S. Bienen received an equity award in the form of Restricted Stock Units. On the reported date, he was granted 5,757 RSUs that vested immediately into Class A Common Stock at an effective price of $0.00 per share, approved by the board for purposes of Rule 16(b)(3). After this grant, he holds 5,757 shares directly. He also has indirect ownership through two 1997 trusts, which hold 28,590 and 24,738 shares of Class A Common Stock, and he disclaims beneficial ownership of these indirect holdings except to the extent of his pecuniary interest.

Insider Trade Summary

Grant/Award: 5,757 shares

Grant/Award 3 txns

Insider Bienen Henry S

Role Director

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

Holdings After Transaction: Class A Common Stock — 5,757 shares (Direct); Class A Common Stock — 24,738 shares (Indirect, In Henry S. Bienen 1997 Trust Dated November 10, 1997); Class A Common Stock — 28,590 shares (Indirect, In Leigh Buchanan Bienen 1997 Trust Dated November 10, 1997)

Footnotes (2)

F1. The reported securities represent Restricted Stock Units that vested immediately upon grant. Such grant was approved by the Board of the Issuer for purposes of Rule 16(b)(3).
F2. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

Key Figures

RSU grant: 5,757 shares Grant price: $0.00 per share Direct holdings: 5,757 shares +2 more

5 metrics

RSU grant 5,757 shares Restricted Stock Units vested immediately upon grant

Grant price $0.00 per share Reported transaction price for RSU-related shares

Direct holdings 5,757 shares Class A Common Stock held directly after transaction

Indirect trust holdings 28,590 shares Leigh Buchanan Bienen 1997 Trust Class A Common Stock

Indirect trust holdings 24,738 shares Henry S. Bienen 1997 Trust Class A Common Stock

Key Terms

Restricted Stock Units, Rule 16(b)(3), beneficial ownership, pecuniary interest

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

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

beneficial ownership financial

"The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did RYAN director Henry S. Bienen report on this Form 4?

Henry S. Bienen reported receiving 5,757 Restricted Stock Units that converted into Class A Common Stock. The award vested immediately upon grant and was approved by the board under Rule 16(b)(3), making it a compensation-related equity grant rather than an open-market purchase.

How many RYAN shares does Henry S. Bienen hold directly after this filing?

Following the reported grant, Henry S. Bienen holds 5,757 shares of RYAN Class A Common Stock directly. These shares came from Restricted Stock Units that vested immediately upon grant, with a reported price per share of $0.00 as part of his director compensation.

What indirect RYAN shareholdings are associated with Henry S. Bienen?

Two 1997 trusts associated with Henry S. Bienen hold RYAN Class A Common Stock indirectly. One trust holds 28,590 shares and the other holds 24,738 shares. He disclaims beneficial ownership of these trust holdings except to the extent of his pecuniary interest in them.

Was Henry S. Bienen’s RYAN equity grant an open-market purchase or a compensation award?

The filing shows a compensation award, not an open-market purchase. Transaction code A identifies a grant or award, and the footnote specifies these were Restricted Stock Units that vested immediately upon grant, approved by the board for purposes of Rule 16(b)(3).

What does the Rule 16(b)(3) reference mean in Henry S. Bienen’s RYAN filing?

The filing states the grant was approved by the issuer’s board for purposes of Rule 16(b)(3). This rule provides an exemption from short-swing profit rules when certain transactions, like director compensation awards, are approved in advance by the board of directors or a qualifying committee.

Did Henry S. Bienen buy or sell any RYAN shares on the market in this Form 4?

The Form 4 does not show any open-market buys or sells. It reports a grant of 5,757 Restricted Stock Units that vested into shares, plus updated indirect holdings in two trusts, with no reported purchase or sale transactions at a market price.

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

Form 4 Insider Transactions: What Each Field Means →

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

Add on Google

Accepted by SEC EDGAR 04/30/2026 - 06:13 PM EDT

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^*

Bienen Henry S

(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	5,757	D
Class A Common Stock								24,738	I⁽²⁾	In Henry S. Bienen 1997 Trust Dated November 10, 1997
Class A Common Stock								28,590	I⁽²⁾	In Leigh Buchanan Bienen 1997 Trust Dated November 10, 1997

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

2. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

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