Ryanair (RYAAY) CPO RSUs vest; tax-related sale of 8,197 shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

RYANAIR HOLDINGS PLC Chief People Officer Darrell Thomas Hughes reported compensation-related equity activity. On May 19, 2026, 26,867 Restricted Stock Units from a 2023 award vested and converted into the same number of common shares on a one-for-one basis under the 2019 LTIP. To cover tax withholding obligations tied to this vesting, he sold 8,197 common shares in an open-market transaction at $26.01 per share. Following these transactions, Hughes directly held 37,362 common shares.

Insider Trade Summary

Net Seller: 8,197 shares ($213,204)

Net Sell 3 txns

Insider Hughes Darrell Thomas

Role Ryanair DAC CPO

Sold 8,197 shs ($213K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	26,867	$0.00	--
Exercise	Common Stock	26,867	$0.00	--
Sale	Common Stock	8,197	$26.01	$213K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 45,559 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. Represents shares sold by Mr. Hughes 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. Hughes 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: 8,197 shares Sale price: $26.01 per share RSUs vested: 26,867 units +2 more

5 metrics

Shares sold 8,197 shares Open-market sale on May 19, 2026 at $26.01 per share

Sale price $26.01 per share Price for 8,197 common shares sold to cover taxes

RSUs vested 26,867 units Restricted Stock Units converting one-for-one into common stock

Shares held after 37,362 shares Direct common stock holdings after vesting and tax sale

FX rate 1.16 EUR 22.42 share price converted to USD using May 19, 2026 rate

Key Terms

Restricted Stock Units, sell-to-cover arrangement, performance-based vesting conditions, 2019 LTIP, +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 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.

sell-to-cover arrangement financial

"Represents shares sold by Mr. Hughes 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."

2019 LTIP financial

"The Restricted Stock Units (2023 Conditional Award under the Ryanair Holdings PLC 2019 LTIP) convert into common stock..."

open-market sale financial

"transaction_action: "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 05:02 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^*

Hughes Darrell Thomas

(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 CPO

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		26,867	A	⁽¹⁾	45,559	D
Common Stock	05/19/2026		S		8,197⁽²⁾	D	$26.01⁽³⁾	37,362	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			26,867	⁽⁴⁾	⁽⁴⁾	Common Stock	26,867	⁽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. Hughes 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. Hughes 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 Hughes, Darrell Thomas	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 did Ryanair (RYAAY) executive Darrell Thomas Hughes report in this Form 4?

Darrell Thomas Hughes reported vesting of 26,867 Restricted Stock Units that converted into common shares, plus an open-market sale of 8,197 shares. The sale was made to cover tax withholding obligations arising from the award’s vesting and settlement.

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

Hughes sold 8,197 shares of Ryanair common stock at $26.01 per share. According to the disclosure, this transaction was part of a sell-to-cover arrangement to satisfy tax withholding tied to the vesting of his equity award.

How many Ryanair (RYAAY) Restricted Stock Units vested for Hughes?

A total of 26,867 Restricted Stock Units vested for Hughes and converted into 26,867 common shares. These units were granted on March 9, 2023 under the 2019 LTIP and were subject to additional performance-based vesting conditions that were satisfied on May 19, 2026.

How many Ryanair (RYAAY) shares does Hughes hold after these transactions?

Following the vesting and related tax sale, Hughes directly holds 37,362 Ryanair common shares. This figure reflects both the newly issued shares from vested Restricted Stock Units and the 8,197 shares sold under the tax-related sell-to-cover arrangement disclosed.

Were Hughes’s Ryanair (RYAAY) equity awards tied to performance conditions?

Yes. The 26,867 Restricted Stock Units granted on March 9, 2023 had time-based and performance-based vesting conditions unrelated to Ryanair’s stock price. The performance conditions were met on May 19, 2026, triggering the vesting and settlement into common shares.

What foreign exchange detail is disclosed in Hughes’s Ryanair (RYAAY) Form 4?

The filing notes that the price of retained shares was €22.42 and that this value was converted into U.S. dollars by multiplying by 1.16, the closing foreign exchange rate on May 19, 2026, solely for purposes of the Form 4 report.