Were Eddie Wilson’s Ryanair (RYAAY) share sales discretionary or tax-related?

The 21,080 Ryanair shares sold by Eddie Wilson were tax-related. A footnote states the sale was executed under a sell-to-cover arrangement solely to satisfy tax withholding obligations arising from the vesting and settlement of his Restricted Stock Unit award.

Eddie Wilson (RYAAY) exercises 69,088 RSUs and sells 21,080 Ryanair shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Ryanair Holdings PLC reported that Ryanair DAC CEO Eddie Wilson exercised 69,088 Restricted Stock Units, which converted into the same number of common shares. He then sold 21,080 shares in a sell-to-cover arrangement to satisfy tax withholding obligations. Following these transactions, he directly owns 132,526 common shares.

Insider Trade Summary

Net Seller: 21,080 shares ($548,291)

Net Sell 3 txns

Insider Wilson Eddie Joseph

Role Ryanair DAC CEO

Sold 21,080 shs ($548K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	69,088	$0.00	--
Exercise	Common Stock	69,088	$0.00	--
Sale	Common Stock	21,080	$26.01	$548K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 153,606 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. Wilson 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. Wilson 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: 21,080 shares Sale price: $26.01 per share RSUs exercised: 69,088 units +3 more

6 metrics

Shares sold 21,080 shares Common stock sold on May 19, 2026 in sell-to-cover

Sale price $26.01 per share Price for 21,080 common shares sold

RSUs exercised 69,088 units Restricted Stock Units converting 1:1 into common stock

Shares owned after transaction 132,526 shares Direct common stock holdings following transactions

Retained share price EUR 22.42 Euro price of retained shares before FX conversion

FX rate used 1.16 EUR to USD conversion rate applied to EUR 22.42

Key Terms

Restricted Stock Units, sell-to-cover arrangement, tax withholding obligations, performance-based vesting conditions, +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. Wilson pursuant to a sell-to-cover arrangement in order to satisfy the tax withholding obligations"

tax withholding obligations financial

"in order to satisfy the tax withholding obligations in connection with the vesting and settlement of the award."

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)"

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 05:03 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^*

Wilson Eddie Joseph

(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 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		69,088	A	⁽¹⁾	153,606	D
Common Stock	05/19/2026		S		21,080⁽²⁾	D	$26.01⁽³⁾	132,526	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			69,088	⁽⁴⁾	⁽⁴⁾	Common Stock	69,088	⁽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. Wilson 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. Wilson 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 Wilson, Eddie Joseph	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 transactions did Ryanair (RYAAY) report for Eddie Wilson?

Ryanair reported that Eddie Wilson exercised 69,088 Restricted Stock Units into common shares and sold 21,080 shares. The sale was part of a sell-to-cover arrangement to meet tax withholding obligations tied to the vesting and settlement of the award.

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

After the Form 4 transactions, Eddie Wilson directly holds 132,526 Ryanair common shares. This reflects the net result of exercising 69,088 Restricted Stock Units and selling 21,080 shares to cover tax obligations related to the vesting of his 2019 LTIP award.

What was the size of Eddie Wilson’s Ryanair (RYAAY) RSU award that vested?

Eddie Wilson had 69,088 Restricted Stock Units vest and convert into common stock on a one-for-one basis. 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.

At what price were Eddie Wilson’s retained Ryanair (RYAAY) shares valued in the Form 4?

The price of Wilson’s retained Ryanair shares was referenced as EUR 22.42. For reporting, this price was converted to USD by multiplying EUR 22.42 by 1.16, which was the closing foreign exchange rate used as of May 19, 2026.