Ryanair (RYAAY) Buzz CEO exercises 23,029 RSUs into common stock holdings

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Ryanair Holdings PLC executive Michal Kaczmarzyk exercised restricted stock units into common shares. On May 19, 2026, he converted 23,029 Restricted Stock Units from the 2023 conditional award under the 2019 LTIP into 23,029 shares of common stock on a one-for-one basis.

These RSUs were granted on March 9, 2023 and were subject to both time-based vesting and performance-based vesting conditions unrelated to the issuer's stock price, which were satisfied on May 19, 2026. Following the conversion, Kaczmarzyk directly holds 37,982 shares of common stock, and the reported RSU position is fully settled.

Insider Trade Summary

23,029 shares exercised/converted

Mixed 2 txns

Insider Kaczmarzyk Michal

Role Buzz CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	23,029	$0.00	--
Exercise	Common Stock	23,029	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 37,982 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. Kaczmarzyk 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: 23,029 units Common shares received: 23,029 shares Shares held after transaction: 37,982 shares +3 more

6 metrics

RSUs exercised 23,029 units Restricted Stock Units converted to common stock on May 19, 2026

Common shares received 23,029 shares One-for-one conversion from RSUs into common stock

Shares held after transaction 37,982 shares Direct common stock holdings following RSU conversion

RSU grant date March 9, 2023 Grant date of 2023 conditional RSU award under 2019 LTIP

Vesting satisfaction date May 19, 2026 Performance-based vesting conditions were satisfied

Exercise price per RSU $0.00 per unit Conversion or exercise price stated for RSUs

Key Terms

Restricted Stock Units, 2019 LTIP, performance-based vesting conditions

3 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."

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 05:06 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^*

Kaczmarzyk Michal

(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)
	Buzz CEO

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		23,029	A	⁽¹⁾	37,982	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			23,029	⁽²⁾	⁽²⁾	Common Stock	23,029	⁽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. Kaczmarzyk 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 Kaczmarzyk, Michal	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 HOLDINGS PLC (RYAAY) report for Michal Kaczmarzyk?

RYANAIR HOLDINGS PLC reported that executive Michal Kaczmarzyk exercised 23,029 Restricted Stock Units into 23,029 shares of common stock. The transaction reflects settlement of a long-term incentive award rather than an open-market share purchase or sale.

How many RYANAIR (RYAAY) shares does Michal Kaczmarzyk hold after this Form 4 transaction?

After converting his Restricted Stock Units, Michal Kaczmarzyk directly holds 37,982 shares of Ryanair common stock. This position results from the May 19, 2026 exercise of 23,029 RSUs granted under the 2019 long-term incentive plan.

What were the terms of the Restricted Stock Units exercised by RYANAIR executive Michal Kaczmarzyk?

The Restricted Stock Units were a 2023 conditional award under Ryanair’s 2019 LTIP, granted March 9, 2023. They converted to common stock on a one-for-one basis after satisfying time-based vesting and performance-based vesting conditions unrelated to Ryanair’s stock price.

Were RYANAIR (RYAAY) performance conditions involved in Michal Kaczmarzyk’s RSU vesting?

Yes. The RSUs carried performance-based vesting conditions that were explicitly unrelated to the issuer’s stock price. These performance conditions, along with time-based vesting, were satisfied on May 19, 2026, allowing conversion into common shares.

Did Michal Kaczmarzyk buy or sell RYANAIR (RYAAY) shares on the open market in this Form 4?

No open-market buy or sell is reported. The Form 4 shows a derivative exercise: 23,029 Restricted Stock Units converted into 23,029 common shares at a stated price of $0.00 per unit, reflecting compensation vesting rather than market trading.