RYAN SPECIALTY HOLDINGS, INC. · Exercise / conversion · Class A Common Stock

What does this filing report?

An SEC Form 4 filing for RYAN SPECIALTY HOLDINGS, INC. records an exercise / conversion involving Class A Common Stock on December 11, 2025. The reported quantity was 129,964. The filing date is December 15, 2025. This is one transaction record; amounts are not allocated among any joint reporting owners.

The acquisition category describes how securities were received. It does not by itself establish a cash purchase of common stock. Read the transaction code definitionsand the original filing before interpreting the amounts.

Filing footnotes & remarks

F1

The Class C Common Incentive Units were exchanged, pursuant to the terms of the operating agreement of New Ryan Specialty, LLC (the "LLC"), for a number of Common Units determined by reference to (1) the Class C Common Incentive Units' Return Threshold and (2) adjustments for certain prior tax distributions made with respect to such Class C Common Incentive Units. Such Common Units were then immediately redeemed on a one-for-one basis for shares of Class A Common Stock.

F2

The shares were sold by the Reporting Person to satisfy a separation of assets obligation as required by the Reporting Person's divorce settlement.

F3

The shares of Class A Common Stock were sold pursuant to a block trade transaction at a discount from the market price.

F4

The Class C Common Incentive Units' Return Threshold is used to determine the value of such units and, by extension, the number of shares of Class A Common Stock into which such units may be converted. The current Return Threshold of such units is $23.14. The units had a Return Threshold of $23.50 when issued, which, pursuant to the terms of the operating agreement of the LLC, is reduced on a one-for-one basis for each distribution from the LLC with respect to its Common Units. The LLC has made seven distributions for a total amount of $0.36 per unit with respect to its Common Units since the Reporting Person's Class C Common Incentive Units were issued.

F5

Represents Class C Common Incentive Units of Ryan Specialty Group, LLC. Such grant was approved by the Board of the Issuer for purposes of Rule 16(b)(3). The Class C Common Incentive Units may be exchangeable into a number of Common Units as described in the prior footnote, which will then be immediately redeemed on a one-for-one basis for Class A Common Stock of the Issuer based on the value of Common Units and the fair market value of the Class A Common Stock at the time of the applicable exchange.

Footnotes are reproduced as plain text from the current source filing. For the full context, read the original SEC filing.