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Board member at Ryan Specialty (NYSE: RYAN) awarded 5,757 RSUs

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

OHALLERAN MICHAEL D reported acquisition or exercise transactions in this Form 4 filing.

Ryan Specialty Holdings director Michael D. O’Halleran received a grant of 5,757 Restricted Stock Units (RSUs) that vested immediately upon grant on Class A Common Stock. He elected to defer settlement of these RSUs until his separation from service on the board of directors.

After this award, he holds 238,963 shares directly and 581,952 shares indirectly through the Trust of Michael D. O'Halleran dated January 17, 1997. The indirect holdings include 20,580 RSUs that also vested immediately upon grant and are similarly deferred. The grant was approved by the board for purposes of Rule 16(b)(3).

Positive

  • None.

Negative

  • None.
Insider OHALLERAN MICHAEL D
Role null
Type Security Shares Price Value
Grant/Award Class A Common Stock 5,757 $0.00 --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 238,963 shares (Direct, null); Class A Common Stock — 581,952 shares (Indirect, See Footnote)
Footnotes (1)
  1. The reported securities represent Restricted Stock Units that vested immediately upon grant for which the reporting person has elected to defer settlement until their separation from service on the board of directors. Such grant was approved by the Board of the Issuer for purposes of Rule 16(b)(3). Includes 20,580 Restricted Stock Units that vested immediately upon grant for which the reporting person has elected to defer settlement until their separation from service on the board of directors. The reported securities are held by the Trust of Michael D. O'Halleran dated January 17, 1997. The reporting person may be deemed to be the beneficial owner of the reported securities but disclaims such ownership except to the extent of his pecuniary interest therein.
RSU grant 5,757 units Restricted Stock Units vested immediately upon grant
Direct holdings 238,963 shares Class A Common Stock held directly after transaction
Indirect holdings 581,952 shares Class A Common Stock held indirectly via trust after transaction
Deferred RSUs included 20,580 units RSUs vested immediately; settlement deferred until board separation
Grant price $0.0000 per share Equity award granted at no cash cost to director
Restricted Stock Units financial
"The reported securities represent Restricted Stock Units that vested immediately upon grant"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Rule 16(b)(3) regulatory
"Such grant was approved by the Board of the Issuer for purposes of Rule 16(b)(3)."
separation from service financial
"defer settlement until their separation from service on the board of directors."
beneficial owner regulatory
"The reporting person may be deemed to be the beneficial owner of the reported securities"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
pecuniary interest financial
"disclaims such ownership except to the extent of his pecuniary interest therein."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
OHALLERAN MICHAEL D
(Last)(First)(Middle)
155 NORTH WACKER DRIVE, SUITE 4000
(Street)
CHICAGO ILLINOIS 60606
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
RYAN SPECIALTY HOLDINGS, INC. [ RYAN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock04/28/2026A5,757(1)A$0238,963(2)D
Class A Common Stock581,952ISee Footnote(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The reported securities represent Restricted Stock Units that vested immediately upon grant for which the reporting person has elected to defer settlement until their separation from service on the board of directors. Such grant was approved by the Board of the Issuer for purposes of Rule 16(b)(3).
2. Includes 20,580 Restricted Stock Units that vested immediately upon grant for which the reporting person has elected to defer settlement until their separation from service on the board of directors.
3. The reported securities are held by the Trust of Michael D. O'Halleran dated January 17, 1997. The reporting person may be deemed to be the beneficial owner of the reported securities but disclaims such ownership except to the extent of his pecuniary interest therein.
Remarks:
/s/ Mark S. Katz, as Attorney-in-Fact04/30/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Ryan Specialty (RYAN) director Michael O’Halleran report on this Form 4?

Michael O’Halleran reported a grant of 5,757 Restricted Stock Units that vested immediately. He chose to defer settlement until he leaves the board, and the grant was approved by the company’s board under Rule 16(b)(3) as part of his director compensation.

How many Ryan Specialty (RYAN) shares does Michael O’Halleran hold after this transaction?

After the RSU grant, Michael O’Halleran holds 238,963 Class A Common shares directly. He also has 581,952 shares held indirectly through a personal trust, reflecting both long-standing ownership and director equity awards tied to his board service.

What are the terms of Michael O’Halleran’s new RSUs at Ryan Specialty (RYAN)?

The 5,757 Restricted Stock Units vested immediately upon grant but will be settled later. O’Halleran elected to receive the underlying shares only after he separates from the board, aligning this compensation with the duration of his director service.

How many deferred RSUs does Michael O’Halleran have at Ryan Specialty (RYAN)?

In addition to the new grant, his holdings include 20,580 Restricted Stock Units that vested immediately upon earlier grants. Like the latest award, these RSUs will be settled in shares only when he leaves the Ryan Specialty board of directors.

How are Michael O’Halleran’s indirect Ryan Specialty (RYAN) holdings structured?

His indirect holdings are owned by the Trust of Michael D. O'Halleran dated January 17, 1997. He may be deemed the beneficial owner of these securities but disclaims ownership beyond his pecuniary interest, a common structure for estate and wealth planning.