[Form 5] Ryan Specialty Holdings, Inc. Annual Statement of Beneficial Ownership

Rhea-AI Filing Summary

Ryan Specialty Holdings director Ryan Patrick G Jr reported small incremental purchases of Class A common stock during 2024 through dividend reinvestment, increasing his beneficial holdings to 256,080.503 shares by year-end. Transactions listed show four reinvestment acquisitions at prices ranging from $54.61 to $74.70, with share increments of 12.972, 4.311, 3.677, and 3.543. The filer notes some shares were acquired by the reporting person’s spouse under pre-existing brokerage dividend reinvestment elections.

Insights

Securities Analyst

TL;DR: Routine, immaterial dividend-reinvestment purchases modestly increased insider holdings; no material change to control or capital structure.

The Form 5 discloses routine reinvestment transactions that cumulatively added roughly 24.5 shares in 2024 to reach 256,080.503 shares. Transaction values are small relative to a public company’s outstanding float and represent passive accumulation rather than active market purchases. The filing clarifies that some shares were acquired by the insider’s spouse under prior dividend reinvestment elections, consistent with standard reporting practice for previously deferred Rule 16a-6 items.

Corporate Governance Expert

TL;DR: Disclosure is clear and compliant; transactions appear customary and do not signal governance or control changes.

The reporting person is identified as a director and the Form 5 reconciles year-end beneficial ownership after small reinvestment acquisitions. The explanatory note appropriately attributes certain shares to the spouse’s prior election, which explains deferred reporting treatment. There are no indications of related-party transfers, option exercises, or disposals that would raise governance concerns.

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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

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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).

Form 3 Holdings Reported.

X

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

RYAN PATRICK G JR

(Last) (First) (Middle)

155 NORTH WACKER DRIVE, SUITE 4000

(Street)

CHICAGO IL 60606

(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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2024

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

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

X	Form filed by One Reporting Person
	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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Class A Common Stock	03/28/2024		L4	12.972(1)	A	$55.64	256,068.972	D
Class A Common Stock	05/28/2024		L4	4.311(1)	A	$54.61	256,073.283	D
Class A Common Stock	08/27/2024		L4	3.677(1)	A	$64.27	256,076.96	D
Class A Common Stock	11/26/2024		L	3.543(1)	A	$74.7	256,080.503	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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares acquired by the reporting person's spouse pursuant to brokerage dividend reinvestments elected prior to the reporting person becoming an insider. The reported transactions originally qualified for deferred reporting pursuant to Rule 16a-6 of the Securities Exchange Act of 1934.

Remarks:

	/s/ Mark S. Katz, as Attorney-in-Fact	09/02/2025
	** 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 did Ryan Specialty Holdings director Ryan Patrick G Jr report on Form 5 (RYAN)?

The director reported small incremental Class A common stock acquisitions via dividend reinvestment that increased beneficial holdings to 256,080.503 shares.

How many reported transactions are listed and what were the share increments?

Four transactions are listed with share increments of 12.972, 4.311, 3.677, and 3.543 shares.

What price range is shown for the reported acquisitions on Form 5?

The reported purchase prices range from $54.61 to $74.70 per share.

Why were some shares acquired by the reporting person's spouse?

The filing states those shares were acquired pursuant to the spouse’s brokerage dividend reinvestment elections made before the reporting person became an insider.

Does the Form 5 indicate any disposals or material changes in control for RYAN?

No disposals or control changes are disclosed; the transactions are reinvestment acquisitions and appear immaterial to company control.