SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
ONEX CORP
(Last) (First) (Middle)
161 BAY STREET
SUITE 4900
(Street)
TORONTO A6 M5J 1C4
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RYAN SPECIALTY HOLDINGS, INC. [ RYAN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/05/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 12/05/2025 S 4,145,621 D $54.5 0 I See footnotes(1)(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
ONEX CORP
(Last) (First) (Middle)
161 BAY STREET
SUITE 4900
(Street)
TORONTO A6 M5J 1C4
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Onex RSG GP Inc.
(Last) (First) (Middle)
712 FIFTH AVENUE
40TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Onex RSG Holdings LP
(Last) (First) (Middle)
712 FIFTH AVENUE
40TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Onex RSG LP
(Last) (First) (Middle)
712 FIFTH AVENUE
40TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
SCHWARTZ GERALD W
(Last) (First) (Middle)
161 BAY STREET
SUITE 4900
(Street)
TORONTO A6 M5J2S1
(City) (State) (Zip)
Explanation of Responses:
1. Following the transaction reported above, no shares of the Issuer's Class A Common Stock are held by any of the Reporting Persons.
2. Onex Corporation owns all of the equity of Onex RSG GP Inc., which is the general partner of Onex RSG LP and Onex RSG Holdings LP. Mr. Gerald W. Schwartz, the Chairman of Onex Corporation, indirectly owns shares representing a majority of the voting rights of the shares of Onex Corporation. Each of Onex RSG GP Inc., Onex Corporation and Mr. Schwartz disclaim beneficial ownership over the shares of Class A Common Stock held prior to the transaction reported herein by Onex RSG LP and Onex RSG Holdings LP except to the extent of their pecuniary interests therein.
Remarks:
Robert LeBlanc, Chief Executive Officer of Onex Corporation, currently serves on the board of directors of the Issuer, and therefore each of the Reporting Persons may be deemed a "director by deputization" of the Issuer.
/s/ David Copeland, Managing Director - Tax of Onex Corp. 12/05/2025
/s/ John Neelamkavil, Treasurer of Onex RSG GP Inc. 12/05/2025
/s/ John Neelamkavil, Treasurer of Onex RSG GP Inc., the general partner of Onex RSG Holdings LP 12/05/2025
/s/ John Neelamkavil, Treasurer of Onex RSG GP Inc., the general partner of Onex RSG LP 12/05/2025
/s/ Chris Govan, attorney-in-fact for Gerald W. Schwartz 12/05/2025
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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