Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when RYAN files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsRed Flags Detected
- Related Party (new) — Transaction involves a trust controlled by Executive Chairman Patrick Ryan and family member Shirley Ryan as trustees.
Ryan Specialty enters $52.3M stock repurchase deal with Executive Chairman's family trust
Filed April 30, 2026 · Period ending April 30, 2026 · ~1 min read
Key Changes
-
high
Company will repurchase up to $52.3M of stock from trust controlled by Executive Chairman Patrick Ryan through 2036, matching new employee option exercises to keep share count neutral.
Item 1.01 verify on EDGAR → -
high
Related-party transaction: Trust controlled by Executive Chairman and family member will sell shares back to company at May 4, 2026 closing price as employees exercise options.
Item 1.01 verify on EDGAR → -
medium
New employee stock options granted under 2021 plan will vest in three equal annual installments starting July 2029, expiring May 2036. Repurchased shares will be retired monthly.
Item 1.01 verify on EDGAR →
Summary
Ryan Specialty disclosed a novel stock compensation structure pairing new employee option grants with a $52.3 million repurchase agreement from a trust controlled by Executive Chairman Patrick Ryan and his family.
As employees exercise their new options through 2036, the company will simultaneously buy back an equivalent number of shares from the Ryan trust at the May 4, 2026 closing price, retiring those shares monthly. Management states this keeps the outstanding share count neutral while aligning employee incentives. The arrangement raises governance questions typical of related-party transactions.
While the company frames this as shareholder-friendly by offsetting dilution, retail investors should note the Executive Chairman's trust receives a guaranteed buyer for $52+ million of stock at a fixed price set before the options even vest in 2029. The structure effectively transfers market risk from the Ryan family to the company over the next decade. Watch for: (1) the May 4 closing price that sets the repurchase rate, (2) proxy disclosures on which employees received options and how many, and (3) whether the company uses cash or borrows to fund repurchases as options vest starting in 2029.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On April 30, 2026, Ryan Specialty Holdings, Inc. (the “Company”) and the Ryan Stock Option Trust (the “Trust”), a trust
of which Patrick G. Ryan, the Company’s Executive Chairman, and Shirley W. Ryan, serve as trustees, agreed to enter into
an option settlement agreement (the “Option Settlement Agreement”) on May 5, 2026. Pursuant to the Terms of the Option
Settlement Agreement, the Trust will have the obligation to sell to the Company up to an aggregate of approximately $52.3
million of shares of the Company’s Class A common stock, par value $0.001 per share (the “Class A common stock”), at a
price per share equal to the closing price of the Class A common stock on the New York Stock Exchange on May 4, 2026
(the “Purchase Price”), from time to time, through June 9, 2036.
The company is entering into an agreement with a trust controlled by its Executive Chairman to repurchase up to approximately $52.3 million worth of Class A common stock through 2036. The purchase price will be set at the May 4, 2026 closing price. This is a related-party transaction designed to offset dilution from new employee stock option grants.
Added in current filing · verify on EDGAR →
Pursuant to the Option Settlement Agreement, upon each exercise of Executive Chairman Stock Options by employee
option holders, the Trust will sell and the Company will repurchase, at the Purchase Price, which will be equal to the
Executive Chairman Stock Options’ exercise price, a number of shares of Class A common stock equal to the number of
shares underlying the exercised Executive Chairman Stock Options. Following exercise of the Executive Chairman Stock
Options, from time to time, closings of repurchases under the Option Settlement Agreement will occur on a monthly basis,
and upon such repurchases, the Company will retire the repurchased shares.
The company will repurchase shares from the trust on a monthly basis matching the number of shares issued when employees exercise their new stock options. The repurchased shares will be retired. This mechanism is designed to keep the outstanding share count neutral despite the new option grants.
Added in current filing · verify on EDGAR →
The Option Settlement Agreement will be entered into in
connection with the Company’s simultaneous grant of compensatory stock options for the purchase of an equivalent
number of shares of Class A common stock (the “Executive Chairman Stock Options”) to certain employees of the
Company under the Company’s 2021 Omnibus Incentive Plan. The purpose of the Option Settlement Agreement is to
make the grant and exercise of the Executive Chairman Stock Options net neutral to the Company’s outstanding share
count while supporting the alignment of certain employees.
The company is granting new compensatory stock options to certain employees under its 2021 Omnibus Incentive Plan. The stated purpose of the paired repurchase agreement is to neutralize the dilutive impact on share count while aligning employee interests with shareholders.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The Executive Chairman Stock Options will vest in equal annual installments over a three‑year period beginning on July 1,
2029, and expire on May 5, 2036. As a result, the Option Settlement Agreement will expire on June 9, 2036, which is 35
days after the expiration of the Executive Chairman Stock Options.
The new employee stock options will vest in three equal annual installments starting July 1, 2029, and expire in May 2036. The repurchase agreement with the trust extends 35 days beyond the option expiration date to June 2036.
Event · Item 9.01 — Financial Statements and Exhibits
Ryan Specialty disclosed an Option Settlement Agreement with Ryan Stock Option Trust, effective May 5, 2026.
Added in current filing · verify on EDGAR →
Form of Option Settlement Agreement, to be dated as of May 5, 2026, by and between Ryan
Specialty Holdings, Inc. and Ryan Stock Option Trust
The company entered into an Option Settlement Agreement with the Ryan Stock Option Trust, effective May 5, 2026. The form of this agreement was filed as Exhibit 10.1. This suggests a settlement or modification of existing stock option arrangements with the trust, though the specific terms are not disclosed in the 8-K body itself.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jun 2, 2026 · How we verify