Form 8-K

8-K — RYAN SPECIALTY HOLDINGS, INC.

Accession: 0001849253-26-000031

Filed: 2026-05-26

Period: 2026-05-26

CIK: 0001849253

SIC: 6411 (INSURANCE AGENTS BROKERS & SERVICES)

Item: Regulation FD Disclosure

Documents

8-K — ryan-20260526.htm (Primary)

EX-99.1 (ryansharerepurchasev1b-inc.htm)

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8-K

8-K (Primary)

Filename: ryan-20260526.htm · Sequence: 1

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 26, 2026

____________________

RYAN SPECIALTY HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

____________________

Delaware

001-40645

86-2526344

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

155 North Wacker Drive, Suite 4000

Chicago, Illinois

60606

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 312 784-6001

(Former Name or Former Address, if Changed Since Last Report)

____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the

registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.001 par value

RYAN

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act

of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition

period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the

Exchange Act. o

Item 7.01 Regulation FD Disclosure.

On May 26, 2026, Ryan Specialty Holdings, Inc. (the “Company”) issued a press release announcing that its Board of

Directors has approved an increase to the Company's share repurchase program that authorizes the Company to repurchase

up to an additional $300 million of its outstanding Class A common stock, bringing the total share repurchase program to

$600 million. As of May 22, 2026, after accounting for the recent share repurchases during the second quarter of 2026 and

for the increased authorization, there is $300 million of authorization remaining available under the program.

Share repurchases may be made from time to time on the open market, in privately negotiated transactions, using Rule

10b5-1 trading plans, as accelerated share repurchases, or in any other manner that complies with the applicable securities

law. The timing of purchases and number of shares repurchased under the program will depend upon a variety of factors

including the Company’s stock price, trading volume, working capital or other liquidity requirements, and market

conditions. The Company is not obligated to purchase any shares under the program and the program may be suspended or

discontinued at any time without notice.

The press release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information furnished under Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18

of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that

section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as

amended, or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

The following exhibits are furnished herewith:

Exhibit No.

Description of Exhibit

99.1

Press Release dated May 26, 2026

104

Cover Page Interactive Data File (formatted as inline XBRL)

Cautionary Note Regarding Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of

1995 that involve substantial risks and uncertainties. All statements, other than statements of historical fact included in this

report, are forward-looking statements. Forward-looking statements give our current expectations relating to our financial

condition, results of operations, plans, objectives, future performance, and business. You can identify forward-looking

statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such

as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely,”

and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating

or financial performance or other events. All forward-looking statements are subject to risks and uncertainties that may

cause actual results to differ materially from those that we expected, These forward-looking statements are not guarantees

of future performance and involve risks, assumptions and uncertainties, including, but not limited to, those relating to

whether the Company will achieve the associated objectives with its Empower Program, whether the costs and charges

associated with restructuring initiatives will exceed current estimates and forecasts, its ability to realize expected benefits in

the amounts and at the times anticipated, changes in management’s assumptions, its ability to achieve anticipated financial

results, risks associated with acquisitions, divestitures, joint ventures and strategic investments, outcomes of legal and

regulatory matters, and changes in legislation or regulations. These and other risks, assumptions and uncertainties are

described in Item 1A (Risk Factors) of the Company’s most recent Annual Report on Form 10-K and in other documents

that the Company files or furnishes with the Securities and Exchange Commission. Should one or more of these risks or

uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those

indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on

these forward-looking statements, which speak only as of the date they are made. Except to the extent required by law, the

Company does not undertake, and expressly disclaims, any duty or obligation to update publicly any forward-looking

statement after the date of this report, whether as a result of new information, future events, changes in assumptions or

otherwise.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned hereunto duly authorized.

RYAN SPECIALTY HOLDINGS, INC. (Registrant)

Date:

May 25, 2026

By:

/s/ Mark S. Katz

Mark S. Katz

Executive Vice President, General Counsel and Corporate

Secretary

EX-99.1

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Document

Ryan Specialty Announces $300 Million Increase to Share Repurchase Program

May 26, 2026 | CHICAGO, IL – Ryan Specialty Holdings, Inc. (NYSE: RYAN) (“Ryan Specialty”), a leading international specialty insurance services firm, today announced that its Board of Directors on May 21, 2026 increased the authorization of its existing share repurchase program for shares of the Company’s Class A common stock by $300 million.

As of May 22, 2026, the Company repurchased $260 million of Class A common stock in the second quarter, exhausting its prior authorization of $300 million. After accounting for the increased authorization, there is $300 million of authorization remaining available under the current program.

“The increased authorization of our share repurchase program reflects the Board’s ongoing confidence in our long-term strategy,” said Patrick G. Ryan, Founder and Executive Chairman of Ryan Specialty. “We remain committed to strategically investing for the long-term, organically and inorganically, while also purchasing our shares when we believe it to be the best use of our capital.”

Share repurchases may be made from time to time on the open market, in privately negotiated transactions, using Rule 10b5-1 trading plans, as accelerated share repurchases, or in any other manner that complies with the applicable securities law. The timing of purchases and number of shares repurchased under the program will depend upon a variety of factors including the Company’s stock price, trading volume, working capital or other liquidity requirements, and market conditions. The Company is not obligated to purchase any shares under the program and the program may be suspended or discontinued at any time without notice.

About Ryan Specialty

Founded in 2010, Ryan Specialty is a service provider of specialty products and solutions for insurance brokers, agents and carriers. The firm provides distribution, underwriting, product development, administration and risk management services by acting as a wholesale broker and a managing underwriter with delegated authority from insurance carriers. Ryan Specialty’s mission is to provide industry-leading innovative specialty insurance solutions for insurance brokers, agents and carriers. To learn more, please visit ryanspecialty.com.

Forward-Looking Statements

All statements in this release that are not historical are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve substantial risks and uncertainties. For example, all statements the Company makes relating to its estimated and projected costs, expenditures, cash flows, growth rates and financial results, its plans, anticipated amount and timing of cost savings relating to the restructuring plan, or its plans and objectives for future operations, growth initiatives, or strategies are forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and variations of such words and similar expressions are intended to identify such forward-looking statements. All forward-looking statements are subject to risks and uncertainties, known and unknown, that may cause actual results to differ materially from those that the Company expected. Specific factors

that could cause such a difference include, but are not limited to, those disclosed previously in the Company’s filings with the Securities and Exchange Commission (“SEC”).

For more detail on the risk factors that may affect the Company’s results, see the section entitled “Risk Factors” in our most recent annual report on Form 10-K filed with the SEC, and in other documents filed with, or furnished to, the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Given these factors, as well as other variables that may affect the Company’s operating results, you are cautioned not to place undue reliance on these forward-looking statements, not to assume that past financial performance will be a reliable indicator of future performance, and not to use historical trends to anticipate results or trends in future periods. The forward-looking statements included in this press release relate only to events as of the date hereof. The Company does not undertake, and expressly disclaims, any duty or obligation to update publicly any forward-looking statement after the date of this release, whether as a result of new information, future events, changes in assumptions, or otherwise.

Investor Relations

Nicholas Mezick

VP, Investor Relations

Ryan Specialty

IR@ryanspecialty.com

(312) 784-6152

Media Relations

Alice Phillips Topping

SVP, Chief Marketing & Communications Officer

Ryan Specialty

Alice.Topping@ryanspecialty.com

(312) 635-5976

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