RYAN · Ryan Specialty Holdings, Inc.

The Option Settlement Agreement establishes a back-to-back arrangement linking employee stock option exercises to share repurchases from the Ryan Stock Option Trust, controlled by Executive Chairman Patrick G. Ryan and Shirley W. Ryan. This mechanism ensures the Company's outstanding Class A common stock count remains net neutral despite granting compensatory options covering approximately $52.3 million in value at the fixed Purchase Price. Repurchases occur at the predetermined price matching the options' exercise price, with monthly closings and immediate retirement of shares per Delaware law. The structure supports employee incentive alignment without diluting existing shareholders. Trust obligations include maintaining a reserved share pool with stop-transfer restrictions via the Transfer Agent. Early termination protects both parties in scenarios like full option exercise, forfeiture, mutual agreement, or a change in control as defined in the 2021 Plan. The Board's and audit committee's approval underscores governance oversight.