Ryan Specialty (RYAN) Onex-affiliated insiders exit 4.1M-share stake at $54.5

Rhea-AI Filing Summary

Ryan Specialty Holdings, Inc. (RYAN) reported a large insider sale by a group of reporting persons associated with Onex. On 12/05/2025, they reported the sale of 4,145,621 shares of Class A common stock at a price of $54.5 per share, coded as an open-market or private sale ("S").

After this transaction, the reporting persons show 0 shares of Class A common stock beneficially owned. The filing explains that Onex Corporation controls the entities that previously held the shares and that certain parties, including Onex Corporation and its chairman, disclaim beneficial ownership except for their pecuniary interests. It also notes that, because an Onex executive serves on Ryan Specialty’s board, each reporting person may be considered a director by deputization.

Insights

Equity ownership & governance analyst

Onex-affiliated insiders report selling 4.1M Ryan Specialty shares, ending their reported equity stake.

The filing shows Onex-affiliated reporting persons disposing of 4,145,621 shares of Ryan Specialty Class A common stock at $54.5 per share on 12/05/2025, recorded as transaction code "S". Following this sale, they report owning 0 shares beneficially. This represents a full exit of the reported equity position by these related entities.

The structure involves Onex Corporation, its subsidiary Onex RSG GP Inc., and partnership entities Onex RSG LP and Onex RSG Holdings LP, with Mr. Gerald W. Schwartz indirectly controlling Onex’s voting rights. The parties explicitly disclaim beneficial ownership beyond their pecuniary interests. The filing also states that, because Onex’s CEO sits on Ryan Specialty’s board, each reporting person may be deemed a director by deputization, highlighting an ongoing governance link even after the reported equity stake is sold.

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

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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^*

ONEX CORP

(Last) (First) (Middle)

161 BAY STREET

SUITE 4900

(Street)

TORONTO A6 M5J 1C4

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2025

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

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

	Form filed by One Reporting Person
X	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	12/05/2025		S		4,145,621	D	$54.5	0	I	See footnotes(1)(2)

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

1. Name and Address of Reporting Person^*

ONEX CORP

(Last) (First) (Middle)

161 BAY STREET

SUITE 4900

(Street)

TORONTO A6 M5J 1C4

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Onex RSG GP Inc.

(Last) (First) (Middle)

712 FIFTH AVENUE

40TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Onex RSG Holdings LP

(Last) (First) (Middle)

712 FIFTH AVENUE

40TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Onex RSG LP

(Last) (First) (Middle)

712 FIFTH AVENUE

40TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SCHWARTZ GERALD W

(Last) (First) (Middle)

161 BAY STREET

SUITE 4900

(Street)

TORONTO A6 M5J2S1

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Following the transaction reported above, no shares of the Issuer's Class A Common Stock are held by any of the Reporting Persons.

2. Onex Corporation owns all of the equity of Onex RSG GP Inc., which is the general partner of Onex RSG LP and Onex RSG Holdings LP. Mr. Gerald W. Schwartz, the Chairman of Onex Corporation, indirectly owns shares representing a majority of the voting rights of the shares of Onex Corporation. Each of Onex RSG GP Inc., Onex Corporation and Mr. Schwartz disclaim beneficial ownership over the shares of Class A Common Stock held prior to the transaction reported herein by Onex RSG LP and Onex RSG Holdings LP except to the extent of their pecuniary interests therein.

Remarks:

Robert LeBlanc, Chief Executive Officer of Onex Corporation, currently serves on the board of directors of the Issuer, and therefore each of the Reporting Persons may be deemed a "director by deputization" of the Issuer.

	/s/ David Copeland, Managing Director - Tax of Onex Corp.	12/05/2025
	/s/ John Neelamkavil, Treasurer of Onex RSG GP Inc.	12/05/2025
	/s/ John Neelamkavil, Treasurer of Onex RSG GP Inc., the general partner of Onex RSG Holdings LP	12/05/2025
	/s/ John Neelamkavil, Treasurer of Onex RSG GP Inc., the general partner of Onex RSG LP	12/05/2025
	/s/ Chris Govan, attorney-in-fact for Gerald W. Schwartz	12/05/2025
	** 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).
** 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.

FAQ

What insider transaction did Ryan Specialty Holdings (RYAN) disclose?

The company disclosed that Onex-affiliated reporting persons sold 4,145,621 shares of Ryan Specialty Class A common stock on 12/05/2025, recorded as a sale transaction coded "S" at $54.5 per share.

How many Ryan Specialty (RYAN) shares do the reporting persons own after this transaction?

After the reported sale of 4,145,621 shares, the reporting persons state that they beneficially own 0 shares of Ryan Specialty’s Class A common stock.

Who are the reporting persons in this Ryan Specialty (RYAN) Form 4?

The reporting structure includes Onex Corporation, Onex RSG GP Inc., Onex RSG LP, Onex RSG Holdings LP, and Mr. Gerald W. Schwartz, with Onex controlling the partnership entities.

Do the Onex-related reporting persons claim full beneficial ownership of the RYAN shares sold?

No. The filing states that Onex RSG GP Inc., Onex Corporation, and Mr. Schwartz disclaim beneficial ownership of the Class A shares held before the transaction, except to the extent of their pecuniary interests.

What is meant by the reporting persons being directors by deputization at Ryan Specialty (RYAN)?

The filing notes that because Robert LeBlanc, CEO of Onex Corporation, serves on Ryan Specialty’s board, each reporting person may be deemed a "director by deputization", reflecting their governance role through that board seat.

Was the reported Ryan Specialty (RYAN) transaction made under a Rule 10b5-1 plan?

The form includes a checkbox to indicate if a transaction was made under a Rule 10b5-1(c) trading plan, but the excerpt does not state that this box was checked or describe a specific plan.