Form 4 for RYAN RYAN SPECIALTY HOLDINGS, INC.
Accepted 2025-12-15 00:00:00 ET · period of report 2025-12-11 · accession 0001870059-25-000003 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2025-12-15 | 2025-12-12 | RYAN | TURNER TIMOTHY WILLIAM | CEO, Dir | S - Sale+OE | $53.61 | -129.6K | 12.6K | -91% | -$6.95M |
| D | 2025-12-15 | 2025-12-11 | RYAN | TURNER TIMOTHY WILLIAM | CEO, Dir | M - OptEx | — | +130.0K | 142.1K | +1,069% | — |
| D | 2025-12-15 | 2025-12-11 | RYAN | TURNER TIMOTHY WILLIAM | CEO, Dir | M - OptEx | — | -222.0K | 165.9K | -57% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2025-12-12 | S | D | 129,570 | $53.61 | 12,553 | D | — | — | (F3) The shares of Class A Common Stock were sold pursuant to a block trade transaction at a discount from the market price. |
| 2 | Common | Class A Common Stock | 2025-12-11 | M | A | 129,964 | — | 142,123 | D | — | — | (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. |
| 3 | Derivative | Class C Common Incentive Units [Right to Buy] | 2025-12-11 | M | D | 222,000 | — | 165,942 | D | $23.14 · — to — | 129,964 Class A Common Stock | (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. (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. |