Janice M. Hamilton - Oct 1, 2024 Form 3 Insider Report for RYAN SPECIALTY HOLDINGS, INC. (RYAN)

Role: Chief Financial Officer
Signature: /s/ Mark S. Katz, as Attorney-in-Fact
Stock symbol: RYAN
Transactions as of: Oct 1, 2024
Transactions value $: $0
Form type: 3
Date filed: 10/9/2024, 06:15 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	RYAN	Class A Common Stock						4.44K	Oct 1, 2024	Direct
holding	RYAN	Class B Common Stock						142K	Oct 1, 2024	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	RYAN	Common Units							Oct 1, 2024	Class A Common Stock	142K		Direct	F2
holding	RYAN	Class C Common Incentive Units [Right to Buy]							Oct 1, 2024	Class A Common Stock	28.3K	$23.38	Direct	F3, F4
holding	RYAN	Restricted LLC Units							Oct 1, 2024	Class A Common Stock	52.4K		Direct	F5
holding	RYAN	Restricted LLC Units							Oct 1, 2024	Class A Common Stock	458		Direct	F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Shares of Class B Common Stock, par value $0.001 per share, ("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 New Ryan Specialty, LLC that are held by the Reporting Person and reported in Table II hereof, for an equal number of shares of Class A Common Stock, par value $0.001 per share, ("Class A Common Stock") of the Issuer, an equal number of shares of the Issuer's Class B Common Stock will be cancelled for no consideration.
F2	Pursuant to the Amended and Restated Limited Liability Company Agreement of New Ryan Specialty, LLC (the "LLC"), as amended, the reporting person may exchange all or a portion of such person's Common Units of the LLC (together with the delivery of an equal number of shares of Class B Common Stock of the Issuer) for shares of 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). The Common Units do not expire.
F3	The Class C Common Incentive Units' participation 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 ultimately converted. The current participation threshold of such units is $23.38. The units had a participation 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 three distributions for a total amount of $0.12 per unit with respect to its Common Units since the reporting person's Class C Common Incentive Units were issued.
F4	Represents Class C Common Incentive Units of New Ryan Specialty, LLC which vest in equal amounts on the third, fourth and fifth anniversaries of the grant date, July 22, 2021. Such grant was approved by the Board of the Issuer for purposes of Rule 16(b)(3). Once vested, the Class C Common Incentive Units may be exchanged into a number of Common Units to be determined based on its participation threshold which will then be immediately redeemed on a one-for-one basis for Class A Common Stock.
F5	Represents Restricted LLC Units of New Ryan Specialty, LLC granted on July 22, 2021 which vest 10% each year on the anniversary of the grant date from July 22, 2024 to July 22, 2030 and 30% on July 22, 2031. Such grant was approved by the Board of the Issuer for purposes of Rule 16(b)(3). Each Restricted LLC Unit represents a contingent right to receive one Common Unit and one share of Class B Common Stock. The Common Units are exchangeable on a one-for-one basis for Class A Common Stock of the Issuer.
F6	Represents Restricted LLC Units of New Ryan Specialty, LLC granted on March 18, 2022 which vest on April1, 2025. Such grant was approved by the Board of the Issuer for purposes of Rule 16(b)(3). Each Restricted LLC Unit represents a contingent right to receive one Common Unit and one share of Class B Common Stock. The Common Units are exchangeable on a one-for-one basis for Class A Common Stock of the Issuer.