Was Dara Brady’s Ryanair (RYAAY) share sale discretionary or tax-related?

The share sale was tax-related under a sell-to-cover arrangement. Footnotes explain the 8,973 shares were sold specifically to satisfy tax withholding obligations arising from the vesting and settlement of the 2023 restricted stock unit award.

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.

Ryanair CMO exercises RSUs, sells shares for taxes

Ryanair Holdings chief marketing officer Dara Brady reported compensation-related share activity tied to a 2023 restricted stock unit grant.

Filing Impact

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Filing Sentiment

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Form Type

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.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider Brady Dara

Role Ryanair DAC CMO

Sold 8,973 shs ($233K)

Approx. gross sale proceeds $233K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	19,191	$0.00	$0.00
Exercise	Common Stock	19,191	$0.00	$0.00
Sale	Common Stock	8,973	$26.01	$233K

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 17,550 shares (Direct)

Footnotes (4)

F1. The Restricted Stock Units (2023 Conditional Award under the Ryanair Holdings PLC 2019 LTIP) convert into common stock on a one-for-one basis.
F2. 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.
F3. 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.
F4. 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.

Key Figures

Shares sold: 8,973 shares Sale price: $26.01 per share RSUs converted: 19,191 units +3 more

6 metrics

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

Key Terms

Restricted Stock Units, sell-to-cover arrangement, performance-based vesting conditions, foreign exchange rate, +1 more

5 terms

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"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/21/2026 - 05:01 PM

SEC Form 4

FORM 4

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
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. DUBLIN

K67 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)

	Director	10% Owner
X	Officer (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)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/19/2026		M		19,191	A	⁽¹⁾	26,523	D
Common Stock	05/19/2026		S		8,973⁽²⁾	D	$26.01⁽³⁾	17,550	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	05/19/2026		M			19,191	⁽⁴⁾	⁽⁴⁾	Common Stock	19,191	⁽⁴⁾	0	D

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, Dara	05/21/2026
	** Signature of Reporting Person	Date
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