Ryanair (RYAAY) CTO converts 34,545 RSUs into common stock, holding 91,025 shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

RYANAIR HOLDINGS PLC CTO John JH Hurley exercised restricted stock units into common shares. On May 19, 2026, he converted 34,545 Restricted Stock Units into the same number of common shares, reflecting a compensation-related equity award rather than an open-market trade.

Following this exercise, Hurley directly holds 91,025 common shares. The RSUs were granted on March 9, 2023 under the Ryanair Holdings PLC 2019 LTIP and were subject to both time-based vesting and additional performance-based conditions, which were satisfied on May 19, 2026.

Insider Trade Summary

34,545 shares exercised/converted

Mixed 2 txns

Insider Hurley John JH

Role Ryanair DAC CTO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	34,545	$0.00	--
Exercise	Common Stock	34,545	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 91,025 shares (Direct, null)

Footnotes (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. Mr. Hurley 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

RSUs exercised: 34,545 units Common shares received: 34,545 shares Shares held after transaction: 91,025 shares +3 more

6 metrics

RSUs exercised 34,545 units Restricted Stock Units converted to common stock on May 19, 2026

Common shares received 34,545 shares Common Stock acquired via RSU conversion on May 19, 2026

Shares held after transaction 91,025 shares Total direct common stock holdings following the RSU exercise

Transaction price per share $0.00 per share Reported price per share for the non-derivative acquisition entry

Grant date of RSUs March 9, 2023 Date RSUs were granted under the 2019 LTIP

Performance conditions satisfied May 19, 2026 Date performance-based vesting conditions were satisfied

Key Terms

Restricted Stock Units, 2019 LTIP, performance-based vesting conditions, derivative exercise/conversion

4 terms

Restricted Stock Units financial

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

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.

2019 LTIP financial

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

performance-based vesting conditions financial

"was subject to performance-based vesting conditions unrelated to the Issuer's stock price."

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 05:05 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
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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^*

Hurley John JH

(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 CTO

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		34,545	A	⁽¹⁾	91,025	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	⁽²⁾	05/19/2026		M			34,545	⁽²⁾	⁽²⁾	Common Stock	34,545	⁽²⁾	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. Mr. Hurley 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 Hurley John JH	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

FAQ

What insider transaction did RYANAIR (RYAAY) CTO John Hurley report?

John JH Hurley reported exercising 34,545 Restricted Stock Units into 34,545 common shares. This reflects a compensation-related equity conversion rather than a market purchase or sale, and it increases his direct ownership stake in Ryanair Holdings PLC.

How many RYAAY shares does CTO John Hurley hold after this Form 4 transaction?

After the transaction, CTO John JH Hurley holds 91,025 Ryanair common shares directly. This figure reflects his position following the conversion of 34,545 Restricted Stock Units into common stock as disclosed in the Form 4 insider filing.

Were RYANAIR (RYAAY) shares bought or sold in John Hurley’s latest Form 4?

No open-market buy or sell occurred; John Hurley exercised 34,545 Restricted Stock Units into common shares. The filing shows an equity award conversion, with no reported sale of shares or cash purchase on the market in this transaction.

What vesting conditions applied to John Hurley’s RYAAY Restricted Stock Units?

The Restricted Stock Units granted on March 9, 2023 had time-based vesting and additional performance-based conditions unrelated to Ryanair’s stock price. The filing states these performance-based vesting conditions were satisfied on May 19, 2026, enabling conversion into common stock.

What is the conversion ratio for John Hurley’s RYAAY Restricted Stock Units?

The filing states that the Restricted Stock Units under the Ryanair Holdings PLC 2019 LTIP convert into common stock on a one-for-one basis. This means each of the 34,545 units became one Ryanair common share upon vesting and exercise.