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RYAN SPECIALTY HOLDINGS, INC.

For the period ended Sep 30, 2025. Filed Oct 31, 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.

Sep 30, 2025 · Filed Oct 31, 2025

RYAN$47.20+0.2%Stored close · as of Nov 10, 2026

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Item 5. Other Information

During the quarter ended September 30, 2025, Mark S. Katz, Executive Vice President, General Counsel and Corporate

Secretary, adopted on August 21, 2025, a “Rule 10b5-1 trading arrangement” (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 (i) up to 5,500 shares of the Company’s Class A common stock that are issuable upon conversion of

LLC Common Units and (ii) a number of shares of Class A common stock issuable upon conversion of up to 70,000 Class

C Incentive Units of New LLC (the “Class C Units”), between the first potential sale date on November 20, 2025, and the

expiration of his 10b5-1 Plan on March 13, 2026. The Class C Units are profits interests with a participation threshold, as

of September 30, 2025, of $23.19. 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

volume weighted average price 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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