OHALLERAN MICHAEL D 4

What Happened
Michael D. O'Halleran, a director of Ryan Specialty Holdings, was granted 5,757 restricted stock units (RSUs) on 2026-04-28. The grant is reported at $0.00 per share (no cash paid) and the RSUs vested immediately upon grant, but O'Halleran elected to defer settlement of the underlying shares until his separation from the board. The grant was approved by the company's Board for purposes of Rule 16(b)(3).

Key Details

• Transaction date: 2026-04-28; reported on Form 4 filed 2026-04-30 (timely filing).
• Award: 5,757 RSUs @ $0.00 (aggregate reported value $0 at grant).
• Settlement: RSUs vested immediately but settlement is deferred until separation from board service.
• Additional note (footnote): filing indicates inclusion of 20,580 RSUs that also vested immediately and for which settlement was deferred.
• Trust holdings (footnote): some reported securities are held by the Trust of Michael D. O'Halleran dated Jan 17, 1997; he may be deemed beneficial owner but disclaims ownership except for pecuniary interest.
• Shares owned following the transaction are not specified in the summary details of this filing.

Context
RSUs are a form of equity compensation that give the holder a right to receive shares in the future; because settlement is deferred, no shares changed hands or were sold in the market. Such awards are common for directors and are not the same signal as an open‑market purchase or sale. The Board approval under Rule 16(b)(3) is intended to address short‑swing profit provisions for insiders.