Michael Thomas Vanacker - 21 Jul 2021 Form 3 Insider Report for RYAN SPECIALTY GROUP HOLDINGS, INC. (RYAN)

Footnote F1

Shares of Class B Common Stock par value $0.001 ("Class B Common Stock") do not represent economic interests in the Issuer. Except as provided in the Issuer's certificate of incorporation or as required by applicable law, holders of Class B Common Stock will be initially entitled to 10 votes per share on all matters to be voted on by the Issuer's stockholders generally. Upon exchange of Common Units ("Common Units") of Ryan Specialty Group, LLC that are held by the Reporting Person and reported in Table II hereof, an equal number of shares of the Issuer's Class B Common Stock will be cancelled for no consideration.

Footnote F2

The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

Footnote F3

Pursuant to the Sixth Amended and Restated Limited Liability Company Agreement of Ryan Specialty Group, LLC, as amended, the Reporting Person may exchange all or a portion of such person's Common Units (together with the delivery of an equal number of shares of Class B Common Stock) for shares of Class A Common Stock, par value $0.001 ("Class A Common Stock") of the Issuer on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Common Stock).

Footnote F4

Represents Common Units to be sold to the Issuer pursuant to the Mandatory Participation and Optional Participation described in the Issuer's preliminary prospectus filed on July 12, 2021.