Ryan Specialty (NYSE: RYAN) files notice to sell 3.97M Class A shares under Rule 144

Rhea-AI Filing Summary

Ryan Specialty Holdings, Inc. has filed a notice of proposed sale under Rule 144 covering Class A common stock. The filing discloses an intention to sell 3,971,843 shares of Class A common stock through J.P. Morgan Securities LLC on the NYSE, with an indicated aggregate market value of $223,018,984.45. The approximate sale date listed is December 5, 2025, and the filing notes that 128,776,025 shares of this class were outstanding.

The securities to be sold trace back to an acquisition on July 22, 2021, in which 11,933,593 shares of Class A common stock were received in exchange transactions connected to the IPO of Ryan Specialty Holdings, Inc., described as an exchange of interests in a pre-IPO predecessor.

Insights

Equity Markets Analyst

Large Rule 144 sale notice for Ryan Specialty Class A shares.

The filing outlines a planned Rule 144 sale of $223,018,984.45 in Ryan Specialty Holdings, Inc. Class A common stock, totaling 3,971,843 shares. These shares are proposed to be sold on the NYSE through J.P. Morgan Securities LLC, with an approximate sale date of December 5, 2025. The filing also states that 128,776,025 shares of this class were outstanding.

The securities originate from a July 22, 2021 exchange transaction in connection with the company’s IPO, where 11,933,593 shares were acquired in exchange for interests in a pre-IPO predecessor. The form includes the standard representation that the seller does not know any material adverse, nonpublic information about Ryan Specialty’s current or prospective operations.

For market participants, the filing mainly signals a potential secondary sale of existing shares under Rule 144 rather than an issuance of new equity. Actual market impact, if any, would depend on how and when the selling holder and broker choose to execute the proposed transactions.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common Stock	J.P. Morgan Securities LLC 270 Park Avenue 10th Floor New York NY 10017	3971843	223018984.45	128776025	12/05/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Common Stock	07/22/2021	Exchange transactions in connection with IPO of Ryan Specialty Holdings, Inc.	Ryan Specialty Holdings, Inc.			11933593	07/22/2021	Exchange of interests in pre-IPO predecessor

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What type of transaction is disclosed for RYAN in this notice?

The notice discloses a proposed Rule 144 sale of existing Class A common stock of Ryan Specialty Holdings, Inc. by a selling holder, rather than an issuance of new shares.

How many Ryan Specialty (RYAN) shares are proposed to be sold?

The filing indicates an intention to sell 3,971,843 shares of Ryan Specialty Holdings, Inc. Class A common stock under Rule 144.

What is the aggregate market value of the Ryan Specialty shares in this sale?

The proposed Rule 144 sale covers Class A common stock with an aggregate market value of $223,018,984.45, based on the figures disclosed.

When is the approximate date of sale for the RYAN shares?

The notice lists an approximate sale date of December 5, 2025 for the proposed Rule 144 transaction in Ryan Specialty Holdings, Inc. Class A common stock.

On which exchange and through which broker will the RYAN shares be sold?

The filing states that the Class A common stock is to be sold on the NYSE through J.P. Morgan Securities LLC, located at 270 Park Avenue, New York.

How and when were the Ryan Specialty shares originally acquired?

The securities to be sold were acquired on July 22, 2021 through exchange transactions in connection with the IPO of Ryan Specialty Holdings, Inc., described as an exchange of interests in a pre-IPO predecessor.

How many Ryan Specialty Class A shares were acquired in the IPO-related exchange?

The filing reports that 11,933,593 shares of Class A common stock were acquired on July 22, 2021 in exchange transactions tied to the company’s IPO.