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RYAN SPECIALTY HOLDINGS, INC.

For the period ended Mar 31, 2025. Filed May 2, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 2, 2025

RYAN$47.11-1.3%Stored close · as of Nov 9, 2026

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Item 5. Other Information

Insider Trading Arrangements and Policies

During the quarter ended March 31, 2025, Mark S. Katz, Executive Vice President, General Counsel and Corporate

Secretary, adopted a “Rule 10b5-1 trading arrangement” on March 14, 2025 (as such term is defined in Item 408(a) of

Regulation S-K) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a

“10b5-1 Plan”) to sell a number of shares of Class A common stock issuable upon conversion of up to 22,000 Class C

Incentive Units of New LLC (the “Class C Units”), between the first potential sale date on June 13, 2025 and the expiration

of his 10b5-1 Plan on November 1, 2025. The Class C Units are profits interests with a participation threshold, as of March

31, 2025, of $23.29. Pursuant to the terms of the award agreement for the Class C Units, the participation threshold is

adjusted downward for distributions that the LLC makes to the Company. When the value of the Class A common stock

exceeds the participation threshold of the Class C Units, the vested profits interests may be exchanged for LLC Common

Units of equal value where the value of each Class C Unit is equal to the difference between the 20-day VWAP of the

Class A common stock immediately preceding the date of exchange and the participation threshold. On exchange, the LLC

Common Units are immediately redeemed on a one-for-one basis for Class A common stock of the Company. For more

information regarding Class C Incentive Units of New LLC and applicable participation threshold information, see “Note

8, Equity-Based Compensation” of the unaudited quarterly consolidated financial statements included herein.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.