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Executive chair at Ryan Specialty (NYSE: RYAN) sets 1,787,446-share option trust

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

RYAN SPECIALTY HOLDINGS, INC. disclosed that Executive Chairman Patrick G. Ryan, acting as trustee of the Ryan Stock Option Trust, entered into an Executive Chairman Option Settlement Agreement with the company. Under this agreement, the trust is obligated to sell to the company up to 1,787,446 shares of Class A common stock over time.

The company may purchase these shares at an exercise price of $29.66 per share through June 10, 2036, as related employee stock options vest and are exercised in 2029, 2030 and 2031 under the 2021 Omnibus Incentive Plan. The Form 4 records this as an indirect derivative disposition to the issuer by the trust.

Positive

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Negative

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Insider RYAN PATRICK G
Role Executive Chairman
Type Security Shares Price Value
Disposition Call option (obligation to sell) 1,787,446 $0.00 --
Holdings After Transaction: Call option (obligation to sell) — 1,787,446 shares (Indirect, By Ryan Stock Option Trust, dated April 28, 2026)
Footnotes (1)
  1. On May 5, 2026, the reporting person, as trustee of Ryan Stock Option Trust, dated April 28, 2026 (The "Trust"), entered into the Executive Chairman Option Settlement Agreement (the "Agreement") with Ryan Specialty Holdings, Inc. (the "Issuer"), pursuant to which the Trust has the obligation to sell to the Issuer an aggregate of up to 1,787,446 shares of Class A common stock from time to time through June 10, 2036. The Agreement was entered into in connection with the Issuer's grant of compensatory Executive Chairman Stock Options to certain employees under the Issuer's 2021 Omnibus Incentive Plan, which stock options vest in equal annual installments on July 1, 2029, 2030 and 2031. The Issuer will exercise its right to purchase shares from the Trust at such times and in such amounts as the corresponding employee stock options are exercised following vesting. By reporting person, as trustee of Ryan Stock Option Trust, dated April 28, 2026 (the "Trust"), which was formed for the sole purpose of holding the shares of Class A common stock subject to the Agreement described in footnote (1). On May 4, 2026, the reporting person transferred 1,787,446 shares of Class A common stock to the Trust, which transfer was a nonreportable change in form pursuant to Rule 16a-13.
Shares subject to agreement 1,787,446 shares Obligation to sell under Executive Chairman Option Settlement Agreement
Exercise price $29.66 per share Price at which company may buy trust-held shares
Agreement end date June 10, 2036 Final date for company purchases from trust
Underlying security 1,787,446 Class A shares Underlying Class A common stock for call option obligation
Vesting dates July 1, 2029, 2030, 2031 Employee Executive Chairman stock options vesting schedule
Transfer to trust 1,787,446 shares Nonreportable change in form on May 4, 2026 under Rule 16a-13
Executive Chairman Option Settlement Agreement financial
"entered into the Executive Chairman Option Settlement Agreement (the "Agreement") with Ryan Specialty Holdings, Inc."
Ryan Stock Option Trust financial
"By reporting person, as trustee of Ryan Stock Option Trust, dated April 28, 2026"
2021 Omnibus Incentive Plan financial
"Executive Chairman Stock Options to certain employees under the Issuer's 2021 Omnibus Incentive Plan"
Rule 16a-13 regulatory
"which transfer was a nonreportable change in form pursuant to Rule 16a-13"
Class A common stock financial
"an aggregate of up to 1,787,446 shares of Class A common stock from time to time"
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.
call option (obligation to sell) financial
"security_title": "Call option (obligation to sell)""
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
RYAN PATRICK G
(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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Executive Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/05/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Call option (obligation to sell)$29.6605/05/2026D1,787,446 (1) (1)Class A Common Stock1,787,446$01,787,446IBy Ryan Stock Option Trust, dated April 28, 2026(2)
Explanation of Responses:
1. On May 5, 2026, the reporting person, as trustee of Ryan Stock Option Trust, dated April 28, 2026 (The "Trust"), entered into the Executive Chairman Option Settlement Agreement (the "Agreement") with Ryan Specialty Holdings, Inc. (the "Issuer"), pursuant to which the Trust has the obligation to sell to the Issuer an aggregate of up to 1,787,446 shares of Class A common stock from time to time through June 10, 2036. The Agreement was entered into in connection with the Issuer's grant of compensatory Executive Chairman Stock Options to certain employees under the Issuer's 2021 Omnibus Incentive Plan, which stock options vest in equal annual installments on July 1, 2029, 2030 and 2031. The Issuer will exercise its right to purchase shares from the Trust at such times and in such amounts as the corresponding employee stock options are exercised following vesting.
2. By reporting person, as trustee of Ryan Stock Option Trust, dated April 28, 2026 (the "Trust"), which was formed for the sole purpose of holding the shares of Class A common stock subject to the Agreement described in footnote (1). On May 4, 2026, the reporting person transferred 1,787,446 shares of Class A common stock to the Trust, which transfer was a nonreportable change in form pursuant to Rule 16a-13.
Remarks:
/s/ Mark S. Katz, as Attorney-in-Fact05/07/2026
** Signature of Reporting PersonDate
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 insider transaction did RYAN (RYAN) report in this Form 4?

Ryan Specialty Holdings reported an indirect derivative disposition by the Ryan Stock Option Trust. The trust agreed to an obligation to sell up to 1,787,446 Class A shares to the company under an Executive Chairman Option Settlement Agreement tied to compensatory stock options.

How many Ryan Specialty (RYAN) shares are subject to the option settlement?

The agreement covers up to 1,787,446 Class A common shares. These shares are held in the Ryan Stock Option Trust and may be purchased by the company over time as related Executive Chairman stock options held by employees vest and are exercised under the 2021 Omnibus Incentive Plan.

What is the exercise price in the Ryan Specialty (RYAN) option agreement?

The option agreement uses an exercise price of $29.66 per share. Ryan Specialty Holdings can buy shares from the Ryan Stock Option Trust at this price as corresponding employee stock options vest and are exercised between 2029 and 2031, subject to the agreement’s June 10, 2036 end date.

Who holds the shares involved in the RYAN Executive Chairman Option Settlement Agreement?

The shares are held by the Ryan Stock Option Trust. Executive Chairman Patrick G. Ryan acts as trustee. He transferred 1,787,446 Class A shares to the trust on May 4, 2026 as a nonreportable change in form under Rule 16a-13, solely to support this agreement.

Over what period can Ryan Specialty (RYAN) purchase shares from the trust?

The company can purchase shares through June 10, 2036. Purchases will occur from time to time as related compensatory Executive Chairman stock options vest in equal installments on July 1, 2029, 2030 and 2031 and are subsequently exercised by employees.

How is Executive Chairman Patrick G. Ryan involved in the RYAN trust transaction?

Patrick G. Ryan is involved as trustee of the Ryan Stock Option Trust. The Form 4 attributes the derivative disposition indirectly through this trust, which was formed solely to hold the Class A shares subject to the Executive Chairman Option Settlement Agreement with the company.