Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On September 3, 2025, the Board of Directors (the “Board”) of Ryan Specialty Holdings, Inc. (the “Company”) elected
Michael G. Bungert as a director and assigned him to its Compensation and Governance Committee, effective immediately.
Mr. Bungert's initial term as a director will expire at the 2026 annual meeting of the Company’s stockholders, at which
time his continued Board service will be subject to renomination and stockholder approval.
There are no transactions in which Mr. Bungert has or will have an interest that would be required to be disclosed pursuant
to Item 404(a) of Regulation S-K under the Exchange Act, at this time. The selection of Mr. Bungert was not pursuant to
any arrangement or understanding between him and any other person.
Mr. Bungert will participate in the Company’s standard non-employee director compensation arrangements. Mr. Bungert
will receive a grant of restricted stock units (RSUs) with a grant date fair value equal to $200,000 (prorated for the portion
of the year for which he served as a director) that fully vest on the grant date and each RSU represents a right to receive
one fully vested share of the Company’s Class A common stock. The Company will make the annual equity grant of RSUs
on the date of the Company’s next annual meeting of stockholders and such grant will be compensation for the prior year
of service, or portion thereof. Additionally, Mr. Bungert will be entitled to receive a cash payment in the amount of
$120,000 per year, paid quarterly, in respect of his service as a member of the Board, with no additional cash compensation
paid on account of his service on the Compensation and Governance Committee. The Company will also enter into its
standard form of indemnification agreement with Mr. Bungert, the form of which was filed as Exhibit 10.4 to the
Company’s Registration Statement filed with the Securities and Exchange Commission on Form S-1 on June 21, 2021.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
The following exhibits are furnished herewith:
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| | Press Release dated September 9, 2025 |
| | Cover Page Interactive Data File (formatted as inline XBRL) |
