RYAN SPECIALTY HOLDINGS, INC.
For the period ended Sep 30, 2026. Filed Oct 30, 2026.
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Sep 30, 2026 · Filed Oct 30, 2026
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Item 5. Other Information
During the quarter ended September 30, 2026, Mark S. Katz, Executive Vice President, General Counsel and Corporate
Secretary, adopted on August 14, 2026, 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 25,000 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 130,000
Class C Incentive Units of New LLC (the “Class C Units”), between the first potential sale date of December 4, 2026, and
the expiration of his 10b5-1 Plan on July 31, 2027. The Class C Units are profits interests with a participation threshold, as
of September 30, 2026, of $22.96. 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 9, Equity-Based Compensation” of the unaudited quarterly consolidated
financial statements included herein.
Other than as disclosed above, during the quarter ended September 30, 2026, none of our directors or officers (as defined in
Section 16 of the Securities Exchange Act of 1934, as amended) adopted or terminated a “Rule 10b5-1 trading
arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408 of Regulation S-K).
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