UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

RYAN SPECIALTY HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Francesca Cornelli

On July 31, 2023, the Board of Directors (the “Board”) of Ryan Specialty Holdings, Inc. (the “Company”), upon the recommendation of the Compensation and Governance Committee of the Board, elected Francesca Cornelli as a director and assigned her to its Audit Committee, effective immediately. Concurrently, Henry S. Bienen has been moved from the Audit Committee to the Compensation and Governance Committee. Dr. Cornelli's initial term as a director will expire at the 2024 annual meeting of the Company’s stockholders, at which time her continued Board service will be subject to renomination and stockholder approval.

With the election of Dr. Cornelli, the size of the Board is now twelve members. The Board has determined that Dr. Cornelli is independent and meets the applicable independence requirements of the New York Stock Exchange, the Board’s independence standards, and Rule 10A-3 of the Securities Exchange Act of 1943, as amended (the “Exchange Act”).

There are no transactions in which Dr. Cornelli has or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Exchange Act, at this time. The selection of Dr. Cornelli was not pursuant to any arrangement or understanding between her and any other person.

Dr. Cornelli will participate in the Company’s standard non-employee director compensation arrangements. Dr. Cornelli will receive a grant of restricted stock units (RSUs) with a grant date fair value equal to $120,000 (prorated for the portion of the year for which she served as a director) that fully vest on the grant date and each RSU represents a right to receive one fully vested share of Class A common stock. The Company will grant the annual equity grant of RSUs on the date of the Company’s next annual meeting of stockholders and such grant will be compensation for the prior year of service, or portion thereof. Additionally, Dr. Cornelli will be entitled to receive a cash payment in the amount of $85,000 per year, paid quarterly, in respect of her service as a member of the Board, with no additional cash compensation paid on account of her service on the Audit Committee. The Company will also enter into its standard form of indemnification agreement with Dr. Cornelli, the form of which was filed as Exhibit 10.4 to the Company’s Registration Statement filed with the Securities and Exchange Commission on Form S-1 on June 21, 2021.

Item 7.01 Regulation FD Disclosure.

On July 31, 2023, the Company issued a press release announcing the director election described above under Item 5.02. Attached as Exhibit 99.1 and incorporated herein by reference is a copy of the press release.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.