RYAN SPECIALTY HOLDINGS, INC. — Form 10-Q

On May 5, 2026, Ryan Specialty Holdings granted 1,787,446 non-qualified stock options (Executive Chairman Options) to employees and service providers under its 2021 Omnibus Incentive Plan, with exercise price $29.66/share, vesting over 5 years and 10-year term. Concurrently, the company entered a back-to-back repurchase agreement with the Ryan Stock Option Trust (controlled by Patrick G. Ryan, trustee) whereby the company must repurchase from the trust, at $29.66/share, all shares underlying exercised options—those shares are then cancelled. The trust holds 1.8M Class A shares and maintains a restricted reserve equal to outstanding unexercised options; repurchases settle on the 25th of each month following exercise notice. The structure locks the founder's economics into the option grants while preventing dilution.