Item 1.01 Entry into a Material Definitive Agreement.
On April 30, 2026, Ryan Specialty Holdings, Inc. (the “Company”) and the Ryan Stock Option Trust (the “Trust”), a trust
of which Patrick G. Ryan, the Company’s Executive Chairman, and Shirley W. Ryan, serve as trustees, agreed to enter into
an option settlement agreement (the “Option Settlement Agreement”) on May 5, 2026. Pursuant to the Terms of the Option
Settlement Agreement, the Trust will have the obligation to sell to the Company up to an aggregate of approximately $52.3
million of shares of the Company’s Class A common stock, par value $0.001 per share (the “Class A common stock”), at a
price per share equal to the closing price of the Class A common stock on the New York Stock Exchange on May 4, 2026
(the “Purchase Price”), from time to time, through June 9, 2036. The Option Settlement Agreement will be entered into in
connection with the Company’s simultaneous grant of compensatory stock options for the purchase of an equivalent
number of shares of Class A common stock (the “Executive Chairman Stock Options”) to certain employees of the
Company under the Company’s 2021 Omnibus Incentive Plan. The purpose of the Option Settlement Agreement is to
make the grant and exercise of the Executive Chairman Stock Options net neutral to the Company’s outstanding share
count while supporting the alignment of certain employees.
Pursuant to the Option Settlement Agreement, upon each exercise of Executive Chairman Stock Options by employee
option holders, the Trust will sell and the Company will repurchase, at the Purchase Price, which will be equal to the
Executive Chairman Stock Options’ exercise price, a number of shares of Class A common stock equal to the number of
shares underlying the exercised Executive Chairman Stock Options. Following exercise of the Executive Chairman Stock
Options, from time to time, closings of repurchases under the Option Settlement Agreement will occur on a monthly basis,
and upon such repurchases, the Company will retire the repurchased shares.
The Executive Chairman Stock Options will vest in equal annual installments over a three‑year period beginning on July 1,
2029, and expire on May 5, 2036. As a result, the Option Settlement Agreement will expire on June 9, 2036, which is 35
days after the expiration of the Executive Chairman Stock Options. The terms of the Option Settlement Agreement allows
for the agreement to be terminated prior to such date upon the earliest to occur of the following: (i) the date on which all
Executive Chairman Stock Options have been exercised in full; (ii) the date on which all Executive Chairman Stock
Options have expired, been forfeited, cancelled or otherwise terminated without exercise such that no further exercise
events may occur; (iii) the mutual written consent of the Company and the Trust; or (iv) the consummation of a merger or
consolidation of the Company or an affiliate with any other entity that constitutes a change in control (as defined under the
Company’s 2021 Omnibus Incentive Plan).
The Option Settlement Agreement will provide for an obligation by the Trust to maintain the required number of shares of
Class A common stock subject to the agreement along with related transfer restrictions through the termination of the
agreement and also contains customary representations and covenants.
The description of the Option Settlement Agreement contained in this Current Report on Form 8-K is qualified in its
entirety by reference to the complete text of the agreed upon form of the Option Settlement Agreement, a copy of which is
filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
The following exhibits are furnished herewith:
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