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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.
Ryan Specialty Holdings, Inc. reported the results of its annual stockholder meeting. All director nominees were elected to serve until the 2027 annual meeting, with each receiving over 1.22 billion votes in favor and relatively few votes against or withheld.
Stockholders also approved the ratification of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 1,245,571,118 votes in favor. In addition, the advisory proposal on executive compensation passed, receiving 1,235,002,019 votes for, 202,513 against, and 52,630 abstentions, along with 10,447,967 broker non-votes.
Ryan Specialty Holdings reported solid growth for the quarter ended March 31, 2026. Total revenue rose to $795.2 million, driven mainly by net commissions and fees of $782.9 million, up from $676.1 million a year earlier. Net income was $40.6 million, compared with a net loss of $4.4 million in the prior-year quarter, and diluted earnings per Class A share improved to $0.13 from a loss of $0.22.
The company remains highly leveraged, with total debt of about $3.57 billion and significant use of its $1.4 billion revolving credit facility. It launched the Empower restructuring program, expecting total costs of $160 million through 2028 and projected annual savings of about $80 million in 2029. During the quarter, Ryan Specialty repurchased 982,073 Class A shares for roughly $40 million and paid a regular quarterly cash dividend of $0.13 per Class A share.
RYAN PATRICK G JR reported acquisition or exercise transactions in this Form 4 filing.
Ryan Specialty Holdings, Inc. director Ryan Patrick G Jr reported an equity award of 5,757 shares of Class A Common Stock, delivered as Restricted Stock Units that vested immediately upon grant. The grant carried a per-share price of $0.00, reflecting compensation rather than a market purchase.
Following the award, he directly owns 262,316.053 Class A shares. In addition, 428,295 Class A shares are held in trusts for his and/or family members’ benefit, where he serves as trustee and disclaims beneficial ownership except for his pecuniary interest. The grant was approved by the Board for purposes of Rule 16(b)(3).
ROGERS JOHN W JR reported acquisition or exercise transactions in this Form 4 filing.
Ryan Specialty Holdings director John W. Rogers Jr. received an award of 5,757 shares of Class A Common Stock in the form of Restricted Stock Units that vested immediately upon grant. He elected to defer settlement of these units until his separation from the board of directors, consistent with the company’s director compensation program.
Following this award, he directly holds or has deferred rights tied to a total of 110,433 shares, which includes 15,270 previously granted Restricted Stock Units that also vested immediately upon grant and are similarly deferred until he leaves board service.
OHALLERAN MICHAEL D reported acquisition or exercise transactions in this Form 4 filing.
Ryan Specialty Holdings director Michael D. O’Halleran received a grant of 5,757 Restricted Stock Units (RSUs) that vested immediately upon grant on Class A Common Stock. He elected to defer settlement of these RSUs until his separation from service on the board of directors.
After this award, he holds 238,963 shares directly and 581,952 shares indirectly through the Trust of Michael D. O'Halleran dated January 17, 1997. The indirect holdings include 20,580 RSUs that also vested immediately upon grant and are similarly deferred. The grant was approved by the board for purposes of Rule 16(b)(3).
Kuczinski Anthony J reported acquisition or exercise transactions in this Form 4 filing.
RYAN SPECIALTY HOLDINGS, INC. director Anthony J. Kuczinski reported receiving 5,757 shares of Class A Common Stock as a grant, recorded at a price of $0.00 per share. These represent Restricted Stock Units that vested immediately, but he elected to defer settlement until he leaves the board.
After this award, his directly reported holdings increased to 10,072 shares. The footnotes add that his position also reflects 8,080 Restricted Stock Units that vested immediately on grant, for which settlement has likewise been deferred until his separation from board service. This filing reflects routine, compensation-related equity awards rather than open‑market buying or selling.
RYAN SPECIALTY HOLDINGS, INC. director Nicholas Dominic Cortezi received an award of 5,757 shares of Class A Common Stock on April 28, 2026, reported as an acquisition under a grant or award.
The footnotes explain these reported securities are Restricted Stock Units that vested immediately, with settlement deferred until his separation from service on the board. After this award, he is shown as directly owning 10,777 shares. The grant was approved by the issuer’s board of directors for purposes of Rule 16(b)(3), indicating it is a standard, board-approved compensation grant rather than an open-market transaction.
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.
COLLINS MICHELLE L reported acquisition or exercise transactions in this Form 4 filing.
Director Michelle L. Collins of Ryan Specialty Holdings, Inc. received a grant of 5,757 shares of Class A Common Stock in the form of Restricted Stock Units. The award was issued at a reported price of $0.00 per share, reflecting compensation rather than a market purchase.
These RSUs vested immediately upon grant, but Collins elected to defer settlement until her separation from the board of directors. After this grant, she holds a total of 19,219 shares of Class A Common Stock in direct ownership, including 16,219 RSUs that have vested immediately upon grant and are subject to similar deferred settlement.