Mark S. Katz - 13 Jun 2025 Form 4 Insider Report for RYAN SPECIALTY HOLDINGS, INC. (RYAN)

Reporting relationship: EVP & General Counsel
Issuer ticker: RYAN
Reported as of: 13 Jun 2025
Net transaction value: -$946,603
SEC form: 4
Accepted by SEC: 17 Jun 2025, 17:16:57 UTC
Prior SEC filing: 02 Apr 2025
Next SEC filing: 05 Mar 2026
Source filing: View source filing
Reporting owner signature: /s/ Mark S. Katz

Key filing fact

Mark S. Katz filed Form 4 for RYAN SPECIALTY HOLDINGS, INC. (RYAN) on 17 Jun 2025.

Key facts

This page summarizes Mark S. Katz's Form 4 filing for RYAN SPECIALTY HOLDINGS, INC. (RYAN).
4 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 17 Jun 2025, 17:16.

Change

Previous filing in this sequence was filed on 02 Apr 2025.
Current net transaction value: -$946,603.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001869960 Primary reporting owner

KATZ MARK STEPHEN

Relationship: EVP & General Counsel
Address: 155 NORTH WACKER DRIVE, SUITE 4000, CHICAGO
Signature: /s/ Mark S. Katz
Signature date: 17 Jun 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

RYAN transaction

Class A Common Stock

Options Exercise

Transaction value
Shares: +14,377
Change %: +1287%
Price
Shares after: 15,494
Date: 13 Jun 2025
Ownership: Direct
Footnotes: F1

RYAN transaction

Class A Common Stock

Sale

Transaction value: $946,603
Shares: -14,377
Change %: -93%
Price: $65.84
Shares after: 1,117
Date: 13 Jun 2025
Ownership: Direct
Footnotes: F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

RYAN transaction Derivative

Class C Common Incentive Units [Right to Buy]

Options Exercise

Transaction value
Shares: -7,500
Change %: -1.5%
Price
Shares after: 477,500
Date: 13 Jun 2025
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 4,901
Exercise price: $23.24
Footnotes: F1, F3, F4

RYAN transaction Derivative

Class C Common Incentive Units [Right to Buy]

Options Exercise

Transaction value
Shares: -14,500
Change %: -14%
Price
Shares after: 89,397
Date: 13 Jun 2025
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 9,476
Exercise price: $23.24
Footnotes: F1, F3, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Rule 10b5-1 trading plan

These transactions were reported as open-market trades under a Rule 10b5-1 plan. The plan lets an insider set trading instructions in advance, which can reduce the risk of trading while in possession of material nonpublic information.

Original filing language: transaction made pursuant to a contract, instruction, or written plan intended to satisfy Rule 10b5-1(c).

Explanation of responses 5 footnotes

Footnote F1

The Class C Common Incentive Units were exchanged, pursuant to the terms of the LLC's operating agreement, 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. The transactions reported in this Form 4 occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 14, 2025.

Footnote F2

The price reported is a weighted average price. These shares of Class A Common Stock of the Issuer were sold in multiple transactions ranging from $65.64 to $66.14, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Class A Common Stock sold at each separate price in the ranges set forth in this footnote.

Footnote F3

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 $23.24. 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 six distributions for a total amount of $0.26 per unit with respect to its Common Units since the Reporting Person's Class C Common Incentive Units were issued.

Footnote F4

Represents Class C Common Incentive Units of the LLC which vest 10% each year on the anniversary of the grant date from July 22, 2024 until July 22, 2030, and 30% on the tenth anniversary of the grant date. 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 footnote 1, 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.

Footnote F5

Represents Class C Common Incentive Units of Ryan Specialty Group, LLC which vest in equal amounts on the third, fourth and fifth anniversary of the grant date. 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 Common Units as described in footnote 1, 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.