4//SEC Filing
KATZ MARK STEPHEN 4
Accession 0001628280-25-031912
CIK 0001849253other
Filed
Jun 16, 8:00 PM ET
Accepted
Jun 17, 5:16 PM ET
Size
13.4 KB
Accession
0001628280-25-031912
Insider Transaction Report
Form 4
KATZ MARK STEPHEN
EVP & General Counsel
Transactions
- Exercise/Conversion
Class A Common Stock
2025-06-13+14,377→ 15,494 total - Exercise/Conversion
Class C Common Incentive Units [Right to Buy]
2025-06-13−14,500→ 89,397 totalExercise: $23.24→ Class A Common Stock (9,476 underlying) - Sale
Class A Common Stock
2025-06-13$65.84/sh−14,377$946,603→ 1,117 total - Exercise/Conversion
Class C Common Incentive Units [Right to Buy]
2025-06-13−7,500→ 477,500 totalExercise: $23.24→ Class A Common Stock (4,901 underlying)
Footnotes (5)
- [F1]The Class C Common Incentive Units were exchanged, pursuant to the terms of the LLC's operating agreement, for a number of Common Units determined by reference to (1) the Class C Common Incentive Units' Return Threshold and (2) adjustments for certain prior tax distributions made with respect to such. The transactions reported in this Form 4 occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 14, 2025.
- [F2]The price reported is a weighted average price. These shares of Class A Common Stock of the Issuer were sold in multiple transactions ranging from $65.64 to $66.14, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Class A Common Stock sold at each separate price in the ranges set forth in this footnote.
- [F3]The Class C Common Incentive Units' Return Threshold is used to determine the value of such units and, by extension, the number of shares of Class A Common Stock into which such units may be converted. The current Return Threshold of such units is $23.24. The units had a Return Threshold of $23.50 when issued, which, pursuant to the terms of the operating agreement of the LLC, is reduced on a one-for-one basis for each distribution from the LLC with respect to its Common Units. The LLC has made six distributions for a total amount of $0.26 per unit with respect to its Common Units since the Reporting Person's Class C Common Incentive Units were issued.
- [F4]Represents Class C Common Incentive Units of the LLC which vest 10% each year on the anniversary of the grant date from July 22, 2024 until July 22, 2030, and 30% on the tenth anniversary of the grant date. Such grant was approved by the Board of the Issuer for purposes of Rule 16(b)(3).The Class C Common Incentive Units may be exchangeable into a number of Common Units as described in footnote 1, which will then be immediately redeemed on a one-for-one basis for Class A Common Stock of the Issuer based on the value of Common Units and the fair market value of the Class A Common Stock at the time of the applicable exchange.
- [F5]Represents Class C Common Incentive Units of Ryan Specialty Group, LLC which vest in equal amounts on the third, fourth and fifth anniversary of the grant date. Such grant was approved by the Board of the Issuer for purposes of Rule 16(b)(3). The Class C Common Incentive Units may be exchangeable into Common Units as described in footnote 1, which will then be immediately redeemed on a one-for-one basis for Class A Common Stock of the Issuer based on the value of Common Units and the fair market value of the Class A Common Stock at the time of the applicable exchange.
Documents
Issuer
RYAN SPECIALTY HOLDINGS, INC.
CIK 0001849253
Entity typeother
Related Parties
1- filerCIK 0001869960
Filing Metadata
- Form type
- 4
- Filed
- Jun 16, 8:00 PM ET
- Accepted
- Jun 17, 5:16 PM ET
- Size
- 13.4 KB