Ryanair (RYAAY) COO Neal McMahon converts 30,706 RSUs into common stock

Rhea-AI Filing Summary

Ryanair Holdings PLC chief operating officer Neal McMahon exercised previously granted equity awards, converting 30,706 Restricted Stock Units into the same number of common shares on May 19, 2026. These RSUs were granted on March 9, 2023 under the 2019 LTIP and were subject to both time-based and performance-based vesting conditions, with the performance goals satisfied on May 19, 2026. Following the conversion, McMahon directly holds 42,038 shares of common stock. The transaction reflects compensation vesting rather than an open-market purchase or sale.

Insider Trade Summary

30,706 shares exercised/converted

Mixed 2 txns

Insider McMahon Neal

Role Ryanair DAC COO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	30,706	$0.00	--
Exercise	Common Stock	30,706	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 42,038 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. Mr. McMahon 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: 30,706 units Shares after transaction: 42,038 shares Exercise price: $0.00 per share +3 more

6 metrics

RSUs exercised 30,706 units Restricted Stock Units converted to common stock on May 19, 2026

Shares after transaction 42,038 shares Common stock directly held by Neal McMahon after RSU conversion

Exercise price $0.00 per share Stated transaction price for RSU conversion into common stock

Grant date of RSUs March 9, 2023 Date RSUs were granted under Ryanair Holdings PLC 2019 LTIP

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

Underlying security 30,706 shares Common stock underlying the exercised RSUs

Key Terms

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

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.

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

"in addition to time-based vesting, was subject to performance-based vesting conditions unrelated to the Issuer's stock price."

derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

Form 4 Insider Transactions: What Each Field Means →

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^*

McMahon Neal

(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 COO

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/19/2026		M		30,706	A	(1)	42,038	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	05/19/2026		M			30,706	(2)	(2)	Common Stock	30,706	(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. McMahon 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 McMahon, Neal	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)

FAQ

What did Ryanair (RYAAY) executive Neal McMahon report in this Form 4?

Neal McMahon reported exercising 30,706 Restricted Stock Units into common stock. These equity awards vested under Ryanair’s 2019 LTIP and converted one-for-one into common shares on May 19, 2026, increasing his directly held share count.

Did Neal McMahon buy or sell Ryanair (RYAAY) shares on the market?

No open-market buy or sell occurred. McMahon exercised RSUs, a compensation award, converting them into 30,706 common shares at a stated price of $0.00 per share. This is a vesting event, not a market purchase or sale.

How many Ryanair (RYAAY) shares does Neal McMahon hold after this transaction?

After the transaction, Neal McMahon directly holds 42,038 shares of Ryanair common stock. This total reflects the addition of 30,706 shares received upon conversion of vested Restricted Stock Units granted under the company’s 2019 long-term incentive plan.

What are the terms of the Restricted Stock Units exercised by Neal McMahon at Ryanair (RYAAY)?

The Restricted Stock Units were granted on March 9, 2023 under the Ryanair Holdings PLC 2019 LTIP. They convert into common stock on a one-for-one basis and required both time-based vesting and performance-based vesting conditions to be satisfied before conversion.

When were the performance-based vesting conditions met for Neal McMahon’s Ryanair (RYAAY) RSUs?

The filing states that performance-based vesting conditions for the RSU grant were satisfied on May 19, 2026. These conditions were unrelated to Ryanair’s stock price and, once met, allowed the RSUs to convert into common shares.

Were the vesting conditions for Neal McMahon’s Ryanair (RYAAY) RSUs tied to stock price?

No, the filing notes that the RSUs’ performance-based vesting conditions were unrelated to the issuer’s stock price. They were part of the 2023 grant under Ryanair’s 2019 LTIP and had to be satisfied before conversion into common stock.