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Ryanair (RYAAY) executive vests RSUs, sells 8,080 shares to cover tax

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Ryanair Holdings executive David Patrick O'Brien reported an RSU vesting and related share sale. On May 19, 2026, he exercised 53,736 Restricted Stock Units from a 2023 long‑term incentive award, converting them into common stock on a one‑for‑one basis.

On the same date, he sold 8,080 common shares at $26.01 per share under a sell‑to‑cover arrangement to satisfy tax withholding obligations tied to the vesting. After these transactions, he directly held 73,183 Ryanair common shares.

Positive

  • None.

Negative

  • None.
Insider O'Brien David Patrick DPO
Role See Remarks
Sold 8,080 shs ($210K)
Type Security Shares Price Value
Exercise Restricted Stock Units 53,736 $0.00 --
Exercise Common Stock 53,736 $0.00 --
Sale Common Stock 8,080 $26.01 $210K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 81,263 shares (Direct, null)
Footnotes (1)
  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. O'Brien 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. O'Brien 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.
Shares sold 8,080 shares Common stock sold on May 19, 2026
Sale price $26.01 per share Price for 8,080 common shares sold
RSUs vested 53,736 units Restricted Stock Units converted one-for-one into common stock
Shares held after 73,183 shares Direct Ryanair common stock ownership after transactions
EUR share price EUR 22.42 Price of retained shares before FX conversion
FX rate used 1.16 EUR to USD conversion rate on May 19, 2026
Restricted Stock Units financial
"The Restricted Stock Units (2023 Conditional Award under the Ryanair Holdings PLC 2019 LTIP) convert into common stock"
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. O'Brien 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"
foreign exchange rate financial
"converted to USD for purposes of this report by multiplying such price by 1.16, which was the closing foreign exchange rate"
2019 LTIP financial
"2023 Conditional Award under the Ryanair Holdings PLC 2019 LTIP"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
O'Brien David Patrick DPO
(Last)(First)(Middle)
RYANAIR DUBLIN OFFICE
AIRSIDE BUSINESS PARK
(Street)
SWORDS CO. DUBLINK67 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/19/2026M53,736A(1)81,263D
Common Stock05/19/2026S8,080(2)D$26.01(3)73,183D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(4)05/19/2026M53,736 (4) (4)Common Stock53,736(4)0D
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. O'Brien 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. O'Brien 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.
Remarks:
Malta Air CEO & Lauda Joint CEO
/s/ Vargas Molero, Maria on behalf of and as attorney-in-fact for O'Brien, David Patrick DPO05/21/2026
** Signature of Reporting PersonDate
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