Ryanair (RYAAY) CRO sells 6,999 shares, retains stock from RSU award

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Ryanair Holdings plc Chief Risk Officer Carol Marie Sharkey reported the vesting of a performance-based Restricted Stock Unit award and related share transactions. She exercised RSUs to acquire 14,969 shares of common stock and sold 6,999 shares in a sell-to-cover arrangement to satisfy tax withholding obligations. Following these transactions, she holds 14,136 common shares directly.

Insider Trade Summary

Net Seller: 6,999 shares ($182,044)

Net Sell 3 txns

Insider Sharkey Carol Marie

Role Chief Risk Officer

Sold 6,999 shs ($182K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	14,969	$0.00	--
Exercise	Common Stock	14,969	$0.00	--
Sale	Common Stock	6,999	$26.01	$182K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 21,135 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 Ms. Sharkey 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. Ms. Sharkey 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: 6,999 shares Sale price per share: $26.01 per share Shares acquired via RSUs: 14,969 shares +5 more

8 metrics

Shares sold 6,999 shares Open-market sale on May 19, 2026

Sale price per share $26.01 per share Price for 6,999 shares sold

Shares acquired via RSUs 14,969 shares Conversion of Restricted Stock Units into common stock

Shares held after transactions 14,136 shares Direct ownership following May 19, 2026 transactions

RSU grant date March 9, 2023 Grant of performance-based Restricted Stock Units

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

Retained share price (EUR) EUR 22.42 Price used for retained shares in report

FX rate used 1.16 EUR to USD conversion rate on May 19, 2026

Key Terms

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

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.

sell-to-cover arrangement financial

"Represents shares sold by Ms. Sharkey pursuant to a sell-to-cover arrangement in order to satisfy the tax withholding obligations..."

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

"Such performance-based vesting conditions were satisfied on May 19, 2026."

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 10:00 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^*

Sharkey Carol Marie

(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)
	Chief Risk Officer

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		14,969	A	⁽¹⁾	21,135	D
Common Stock	05/19/2026		S		6,999⁽²⁾	D	$26.01⁽³⁾	14,136	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			14,969	⁽⁴⁾	⁽⁴⁾	Common Stock	14,969	⁽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 Ms. Sharkey 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. Ms. Sharkey 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 Sharkey, Carol Marie	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) Chief Risk Officer Carol Sharkey report?

Carol Marie Sharkey reported the vesting of a Restricted Stock Unit award and related share transactions. She acquired 14,969 Ryanair common shares through RSU conversion and sold 6,999 shares to cover tax obligations, ending with 14,136 shares held directly.

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

She sold 6,999 Ryanair common shares in an open-market transaction at approximately $26.01 per share. According to the filing, this sale was executed under a sell-to-cover arrangement to meet tax withholding obligations tied to the RSU vesting and settlement.

How many Ryanair (RYAAY) shares did Carol Sharkey receive from RSU vesting?

She acquired 14,969 Ryanair common shares through the conversion of Restricted Stock Units. The RSUs, granted on March 9, 2023, converted into common stock on a one-for-one basis after performance-based vesting conditions were satisfied on May 19, 2026.

What is Carol Sharkey’s Ryanair (RYAAY) shareholding after these transactions?

After the RSU conversion and tax-related share sale, Carol Marie Sharkey directly holds 14,136 Ryanair common shares. This figure reflects her position following the acquisition of 14,969 shares from RSUs and the sale of 6,999 shares to satisfy tax obligations.

Were Carol Sharkey’s Ryanair (RYAAY) RSUs performance-based?

Yes. The filing states that the Restricted Stock Units granted on March 9, 2023 had time-based vesting plus performance-based vesting conditions unrelated to Ryanair’s stock price. Those performance conditions were satisfied on May 19, 2026, triggering the RSU conversion into common stock.

What exchange rate and reference price were used in Carol Sharkey’s Ryanair (RYAAY) Form 4?

The filing notes the price of retained shares as EUR 22.42 and states it was converted to U.S. dollars using a 1.16 foreign exchange rate, which was the closing FX rate on May 19, 2026, for purposes of preparing the report.