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Ryanair (NASDAQ: RYAAY) CMO sells shares to cover tax on vested RSUs

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Ryanair Holdings chief marketing officer Dara Brady reported compensation-related share activity tied to a 2023 restricted stock unit grant. On May 19, 2026, RSUs covering 19,191 shares converted one-for-one into common stock after performance-based vesting conditions were satisfied.

In connection with this vesting, Brady sold 8,973 shares of common stock at $26.01 per share under a sell-to-cover arrangement to satisfy tax withholding obligations, rather than as a discretionary sale. Following these transactions, Brady directly owns 17,550 common shares of Ryanair.

Positive

  • None.

Negative

  • None.
Insider Brady Dara
Role Ryanair DAC CMO
Sold 8,973 shs ($233K)
Type Security Shares Price Value
Exercise Restricted Stock Units 19,191 $0.00 --
Exercise Common Stock 19,191 $0.00 --
Sale Common Stock 8,973 $26.01 $233K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 26,523 shares (Direct, null)
Footnotes (1)
  1. The Restricted Stock Units (2023 Conditional Award under the Ryanair Holdings PLC 2019 LTIP) convert into common stock on a one-for-one basis. Represents shares sold by Mr. Brady pursuant to a sell-to-cover arrangement in order to satisfy the tax withholding obligations in connection with the vesting and settlement of the award. The price of the retained shares was EUR 22.42, which was converted to USD for purposes of this report by multiplying such price by 1.16, which was the closing foreign exchange rate on May 19, 2026. Mr. Brady received a grant of Restricted Stock Units on March 9, 2023 which, in addition to time-based vesting, was subject to performance-based vesting conditions unrelated to the Issuer's stock price. Such performance-based vesting conditions were satisfied on May 19, 2026.
Shares sold 8,973 shares Common stock sold on May 19, 2026 to cover taxes
Sale price $26.01 per share Price for 8,973 Ryanair common shares sold
RSUs converted 19,191 units Restricted Stock Units converting one-for-one into common stock
Shares owned after 17,550 shares Direct Ryanair common stock holdings after transactions
FX rate 1.16 EUR to USD conversion rate on May 19, 2026
Euro share price EUR 22.42 Price of retained shares before conversion to USD
Restricted Stock Units financial
"The Restricted Stock Units (2023 Conditional Award under the Ryanair Holdings PLC 2019 LTIP) convert into common stock"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
sell-to-cover arrangement financial
"Represents shares sold by Mr. Brady pursuant to a sell-to-cover arrangement in order to satisfy the tax withholding obligations"
performance-based vesting conditions financial
"was subject to performance-based vesting conditions unrelated to the Issuer's stock price"
foreign exchange rate financial
"converted to USD for purposes of this report by multiplying such price by 1.16, which was the closing foreign exchange rate"
2019 LTIP financial
"2023 Conditional Award under the Ryanair Holdings PLC 2019 LTIP"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Brady Dara
(Last)(First)(Middle)
RYANAIR DUBLIN OFFICE
AIRSIDE BUSINESS PARK
(Street)
SWORDS CO. DUBLINK67 NY94
(City)(State)(Zip)
IRELAND
(Country)		2. Issuer Name and Ticker or Trading Symbol
RYANAIR HOLDINGS PLC [ RYAAY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Ryanair DAC CMO
2a. Foreign Trading Symbol
[RYA]
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)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)
CodeVAmount(A) or (D)Price
Common Stock05/19/2026M19,191A(1)26,523D
Common Stock05/19/2026S8,973(2)D$26.01(3)17,550D
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 (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)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 (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(4)05/19/2026M19,191 (4) (4)Common Stock19,191(4)0D
Explanation of Responses:
1. The Restricted Stock Units (2023 Conditional Award under the Ryanair Holdings PLC 2019 LTIP) convert into common stock on a one-for-one basis.
2. Represents shares sold by Mr. Brady pursuant to a sell-to-cover arrangement in order to satisfy the tax withholding obligations in connection with the vesting and settlement of the award.
3. The price of the retained shares was EUR 22.42, which was converted to USD for purposes of this report by multiplying such price by 1.16, which was the closing foreign exchange rate on May 19, 2026.
4. Mr. Brady received a grant of Restricted Stock Units on March 9, 2023 which, in addition to time-based vesting, was subject to performance-based vesting conditions unrelated to the Issuer's stock price. Such performance-based vesting conditions were satisfied on May 19, 2026.
/s/ Vargas Molero, Maria on behalf of and as attorney-in-fact for Brady, Dara05/21/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Ryanair (RYAAY) report for Dara Brady?

Ryanair reported that CMO Dara Brady vested RSUs and sold shares to cover taxes. 19,191 restricted stock units converted into common stock, and 8,973 shares were sold in a sell-to-cover transaction tied to tax withholding obligations.

How many Ryanair (RYAAY) shares did Dara Brady sell and at what price?

Dara Brady sold 8,973 Ryanair common shares at $26.01 per share. The filing notes this sale occurred on May 19, 2026 as part of a sell-to-cover arrangement to satisfy tax withholding obligations on vested restricted stock units.

How many Ryanair (RYAAY) shares does Dara Brady own after this Form 4?

After the reported transactions, Dara Brady directly owns 17,550 Ryanair shares. This reflects the vesting of 19,191 restricted stock units into common stock and the sale of 8,973 shares to cover associated tax withholding obligations.

What restricted stock unit grant vested for Ryanair (RYAAY) CMO Dara Brady?

Brady’s 2023 restricted stock unit award under the Ryanair 2019 LTIP vested. 19,191 RSUs converted into common stock on a one-for-one basis after performance-based vesting conditions, unrelated to Ryanair’s stock price, were satisfied on May 19, 2026.

How was the Ryanair (RYAAY) share price converted from euros for this Form 4?

The retained share price was converted from EUR to USD using an exchange rate. A price of EUR 22.42 was multiplied by 1.16, the closing foreign exchange rate on May 19, 2026, to calculate the U.S. dollar value used in the report.