RYAN SPECIALTY HOLDINGS, INC.
For the period ended Mar 31, 2025. Filed May 2, 2025.
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Mar 31, 2025 · Filed May 2, 2025
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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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