false 0001849253 0001849253 2023-05-22 2023-05-22





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 22, 2023




(Exact name of registrant as specified in its charter)




Delaware   001-40645   86-2526344

(State or other jurisdiction of

incorporation or organization)



File Number)


(I.R.S. Employer

Identification Number)


Two Prudential Plaza

180 N. Stetson Avenue, Suite 4600

Chicago, Illinois

(Address of principal executive offices)     (Zip Code)

312 784-6001

(Registrant’s telephone number, including area code)

Not Applicable

(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:



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class





Name of each exchange

on which registered

Class A Common Stock, $0.001 par value   RYAN   The New York Stock Exchange

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 8.01.

Other Events.

On May 22, 2023, Ryan Specialty Holdings, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with the selling shareholders named in Schedule 2 thereto (the “Selling Shareholders”) and Barclays Capital Inc. as underwriter (the “Underwriter”).

Pursuant to the terms of the Underwriting Agreement, the Selling Shareholders agreed to sell an aggregate of 9,000,000 shares (the “Shares”) of the Company’s Class A common stock, $0.001 par value per share (the “Common Stock”), to the Underwriter at a price per share of $43.45 (the “Offering”). The Company will not receive any proceeds from the sale of the Shares by the Selling Shareholders.

The Offering was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s automatic shelf registration statement on Form S-3ASR (File No. 333-272122) filed on May 22, 2023, as supplemented by a final prospectus supplement, dated as of that same date. The Underwriting Agreement contains customary representations, warranties and covenants, customary conditions to closing, indemnification obligations of the Company, the Selling Shareholders and the Underwriters, including for liabilities under the Securities Act and other obligations of the parties and is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

The Shares are expected to be delivered against payment therefor on May 25, 2023.

A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Company’s Common Stock and there shall not be any offer, solicitation or sale of securities mentioned in this Current Report on Form 8-K in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such any state or jurisdiction.

Certain information relating to Part II, Item 14 “Other Expenses of Issuance and Distribution” of the Registration Statement is filed as Exhibit 99.1 to this Current Report on Form 8- K.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.


   Description of Exhibit
  1.1    Underwriting Agreement, dated May 22, 2023, by and among Ryan Specialty Holdings, Inc., the selling shareholders named therein and Barclays Capital Inc., as underwriter.
99.1    Information relating to Part II, Item 14. “Other Expenses of Issuance and Distribution” of Ryan Specialty Holdings, Inc.’s automatic shelf registration statement on Form S-3ASR (File No. 333-272122).
104    Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.


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.

Date: May 24, 2023



/s/ Mark S. Katz

Name:   Mark S. Katz
Title:   Executive Vice President, General Counsel and Corporate Secretary