Sec Form 4 Filing - CORTEZI NICHOLAS DOMINIC @ RYAN SPECIALTY HOLDINGS, INC. - 2023-07-20

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CORTEZI NICHOLAS DOMINIC 2. Issuer Name and Ticker or Trading Symbol RYAN SPECIALTY HOLDINGS, INC. [ RYAN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) TWO PRUDENTIAL PLAZA, 180 N. STETSON AVE., SUITE 4600 3. Date of Earliest Transaction (MM/DD/YY) 07/20/2023 (Street) CHICAGO, IL60601 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class B Common Stock ( 1 ) 07/20/2023 C 25,000 D $ 0 4,645,895 I ( 2 ) By the Louise M. Cortezi Family Trust dated April 7, 2012 Class A Common Stock 07/20/2023 C 25,000 A $ 0 25,000 I ( 2 ) By the Louise M. Cortezi Family Trust dated April 7, 2012 Class A Common Stock 07/20/2023 S 25,000 D $ 45.5588 ( 3 ) 0 I ( 2 ) By the Louise M. Cortezi Family Trust dated April 7, 2012 Class B Common Stock ( 1 ) 07/21/2023 C 25,000 D $ 0 4,620,895 I ( 2 ) By the Louise M. Cortezi Family Trust dated April 7, 2012 Class A Common Stock 07/21/2023 C 25,000 A $ 0 25,000 I ( 2 ) By the Louise M. Cortezi Family Trust dated April 7, 2012 Class A Common Stock 07/21/2023 S 25,000 D $ 45.8858 ( 4 ) 0 I ( 2 ) By the Louise M. Cortezi Family Trust dated April 7, 2012 Class B Common Stock ( 1 ) 721,572 I ( 2 ) By the Louise M. Cortezi Family Resource Trust dated January 1, 2018

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Units $ 0 07/20/2023 C 25,000 ( 5 ) ( 5 ) Class A Common Stock 25,000 ( 1 ) 4,645,895 I ( 2 ) By the Louise M. Cortezi Family Trust dated April 7, 2012 Common Units $ 0 07/21/2023 C 25,000 ( 5 ) ( 5 ) Class A Common Stock 25,000 ( 1 ) 4,620,895 I ( 2 ) By the Louise M. Cortezi Family Trust dated April 7, 2012 Common Units $ 0 ( 5 ) ( 5 ) Class A Common Stock 721,572 721,572 I ( 2 ) By the Louise M. Cortezi Family Resource Trust dated January 1, 2018

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CORTEZI NICHOLAS DOMINIC TWO PRUDENTIAL PLAZA 180 N. STETSON AVE., SUITE 4600 CHICAGO, IL60601 X Signatures Mark S. Katz, as Attorney-in-Fact 07/24/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of Class B Common Stock, par value $0.001 per share, ("Class B Common Stock") do not represent economic interests in Ryan Specialty Holdings, Inc. (the "Issuer"). Except as provided in the Issuer's certificate of incorporation or as required by applicable law, holders of Class B Common Stock will be initially entitled to 10 votes per share on all matters to be voted on by the Issuer's stockholders generally. Upon exchange of Common Units ("Common Units") of New Ryan Specialty, LLC that are held by the Reporting Person and reported in Table II hereof, for an equal number of shares of Class A common Stock of the Issuer, an equal number of shares of the Issuer's Class B Common Stock will be cancelled for no consideration. ( 2 )The Reporting Person disclaims beneficial ownership except to the extent of their pecuniary interest therein. ( 3 )The price reported is a weighted average price. These shares of Class A Common Stock, par value $0.001 per share, ("Class A Common Stock") were sold in multiple transactions ranging from $44.87 to $45.79, 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. The securities were sold pursuant to a 10b5-1 plan entered into on December 14, 2022. ( 4 )The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions ranging from $45.64 to $46.11, 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. The securities were sold pursuant to a 10b5-1 plan entered into on December 14, 2022. ( 5 )Pursuant to the Amended and Restated Limited Liability Company Agreement of New Ryan Specialty, LLC, as amended, the Reporting Person may exchange all or a portion of such person's Common Units (together with the delivery of an equal number of shares of Class B Common Stock) for shares of Class A Common Stock of the Issuer on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Common Stock). The Common Units do not expire.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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