Ryan Specialty Holdings, Inc. - Form 8-K Filing

This Form 8-K filing details an Option Settlement Agreement between Ryan Specialty Holdings, Inc. (the "Company") and the Ryan Stock Option Trust. Effective May 5, 2026, the Trust will sell up to approximately $52.3 million of the Company's Class A common stock to the Company. The purchase price will be based on the closing price on May 4, 2026. This agreement is designed to be net neutral to the Company's outstanding share count while aligning employee interests through the simultaneous grant of compensatory stock options ("Executive Chairman Stock Options") to certain employees. The Trust will sell shares to the Company at the exercise price of the options upon their exercise by employees. These repurchased shares will be retired by the Company. The Executive Chairman Stock Options vest over three years starting July 1, 2029, and expire on May 5, 2036, with the Option Settlement Agreement expiring on June 9, 2036. The agreement includes provisions for early termination under specific conditions, such as full exercise or expiration of options, mutual consent, or a change in control. The Trust is obligated to maintain the required number of shares subject to the agreement and is subject to transfer restrictions.