8-K

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): July 17, 2025

____________________

RYAN SPECIALTY HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

____________________

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:

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

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 8.01Other Events

On July 16, 2025, Ryan Specialty Holdings, Inc. (the “Company”) issued a press release reporting the passing of D.

Cameron Findlay, which is included as exhibit 99.1 attached hereto. Mr. Findlay served as a director of the Company,

including its pre-IPO predecessor, since 2012, and was most recently the Chairperson of the Compensation and

Governance Committee, a member of the Executive Committee, and the Board’s Lead Director.  On July 16, 2025, the

Board appointed John W. Rogers, Jr. as Lead Director and Henry S. Bienen as Chairperson of the Compensation and

Governance Committee.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

The following exhibits are filed herewith:

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.

Document

Ryan Specialty Mourns Passing of Board Member

and Lead Director Cam Findlay

July 16, 2025 | CHICAGO, IL – Ryan Specialty Holdings, Inc. (NYSE: RYAN) (“Ryan Specialty”), a leading international specialty insurance firm, shared the sad news of the loss of Director, D. Cameron (“Cam”) Findlay, who unexpectedly passed away earlier this month.

“We are all deeply saddened by Cam’s untimely passing,” said Patrick G. Ryan, Founder and Executive Chairman of the Board of Directors of Ryan Specialty. “Cam was an outstanding member of the Ryan Specialty Board who brought his many decades of experience as a practicing lawyer, time in Washington, and public company General Counsel to the great benefit of our firm. His immense experience, highest sense of ethics, invaluable counsel, and unwavering support were highly valued by our entire Board. More importantly, Cam was an extraordinary friend, and it was my personal privilege to have worked alongside him for many decades. We will be forever grateful for our time with Cam and thankful for the talent he shared with us. He will be tremendously missed by everyone at Ryan Specialty.”

“Cam built an extraordinary legacy and was one of Ryan Specialty’s biggest supporters,” added Tim Turner, Chief Executive Officer of Ryan Specialty. “He was a treasured voice, colleague and friend. Cam leaves behind his beloved family and many friends, and our thoughts and prayers are particularly with his wife, Amy, and his children, Alex and Mac. On behalf of the directors, management, and employees of Ryan Specialty, we extend our deepest condolences to Cam’s family during this difficult time.”

Mr. Findlay served on the Ryan Specialty Board, including its pre-IPO predecessor, since 2012, and was most recently the chairperson of the Compensation and Governance Committee, a member of the Executive Committee, and the Board’s Lead Director. From 2013 until his retirement in 2023, Mr. Findlay was the Senior Vice President, General Counsel, and Secretary of Archer Daniels Midland Company. From 2009 to 2013, he was Senior Vice President and General Counsel of Medtronic, Inc., and from 2003 to 2009 he served as Executive Vice President and General Counsel of Aon Corporation. In addition to his time as a lawyer and businessperson, Mr. Findlay had a distinguished career in government service, including at the White House as deputy assistant to President George H.W. Bush, at the U.S. Department of Labor as the deputy secretary of labor, at the U.S. Supreme Court as a law clerk for Justice Antonin Scalia, and at the U.S. Court of Appeals for the D.C. Circuit as a law clerk for Judge Stephen F. Williams. He earned his B.A. from Northwestern University, his Master of Arts (Oxon.) from Oxford University, and his Juris Doctor from Harvard Law School.

Page 1 of 2

About Ryan Specialty

Founded in 2010, Ryan Specialty is a service provider of specialty products and solutions for insurance brokers, agents, and carriers. Ryan Specialty 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. Our mission is to provide industry-leading innovative specialty insurance solutions for insurance brokers, agents, and carriers. Learn more at ryanspecialty.com.

Page 2 of 2