Ryanair (NASDAQ: RYAAY) CCO settles RSUs, sells shares to cover tax

Rhea-AI Filing Summary

Ryanair Holdings PLC Chief Commercial Officer Jason McGuinness exercised and settled a stock award and sold shares to cover taxes. On May 19, 2026, he exercised 26,867 Restricted Stock Units, converting them into the same number of common shares. In connection with this vesting, 12,562 common shares were sold under a sell-to-cover arrangement solely to satisfy tax withholding obligations, rather than as a discretionary share sale. The filing reports an average sale price of $26.01 per share, based on a euro price of EUR 22.42 translated using a 1.16 foreign exchange rate. After these transactions, McGuinness directly holds 24,304 common shares. The RSUs were granted on March 9, 2023 under the Ryanair Holdings PLC 2019 LTIP and vested when performance-based conditions were met on May 19, 2026.

Insights

Equity compensation analyst

Routine RSU vesting with tax sell-to-cover, not a directional stock call.

The transactions show Jason McGuinness settling a 2023 Restricted Stock Unit award. He converted 26,867 RSUs into common stock and sold 12,562 shares to cover tax obligations arising from the vesting event.

The footnotes clarify this is a sell-to-cover arrangement, which is a mechanistic tax payment method rather than an active portfolio decision. Importantly, 24,304 shares remain directly held after the transactions, and no derivative awards are shown as remaining outstanding in this filing.

The RSUs vested after performance-based conditions, unrelated to the stock price, were satisfied on May 19, 2026. Overall, this looks like standard long-term incentive plan settlement, with limited informational value about management’s view of Ryanair shares.

Insider Trade Summary

Net Seller: 12,562 shares ($326,738)

Net Sell 3 txns

Insider McGuinness Jason Paul

Role Ryanair DAC CCO

Sold 12,562 shs ($327K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	26,867	$0.00	--
Exercise	Common Stock	26,867	$0.00	--
Sale	Common Stock	12,562	$26.01	$327K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 36,866 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. McGuinness 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. McGuinness 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 for taxes: 12,562 shares Average sale price: $26.01 per share RSUs exercised: 26,867 units +3 more

6 metrics

Shares sold for taxes 12,562 shares Open-market sale on May 19, 2026 for tax withholding

Average sale price $26.01 per share Tax sell-to-cover transaction on May 19, 2026

RSUs exercised 26,867 units Restricted Stock Units converting 1:1 into common stock

Shares held after transactions 24,304 shares Direct common stock holdings following May 19, 2026 activity

Euro share price EUR 22.42 Underlying price used for FX conversion on May 19, 2026

FX rate applied 1.16 EUR to USD conversion rate used to report U.S. dollar price

Key Terms

Restricted Stock Units, sell-to-cover arrangement, Ryanair Holdings PLC 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 Mr. McGuinness pursuant to a sell-to-cover arrangement in order to satisfy the tax withholding obligations"

Ryanair Holdings PLC 2019 LTIP financial

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

performance-based vesting conditions financial

"was subject to performance-based vesting conditions unrelated to the Issuer's stock price. Such performance-based vesting conditions were satisfied"

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^*

McGuinness Jason Paul

(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 CCO

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		26,867	A	(1)	36,866	D
Common Stock	05/19/2026		S		12,562(2)	D	$26.01(3)	24,304	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	(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. McGuinness 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. McGuinness 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 McGuinness Jason Paul	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) CCO Jason McGuinness report in this Form 4?

He reported vesting of 26,867 Restricted Stock Units that converted into common stock, plus the sale of 12,562 shares used to cover tax withholding obligations. After these transactions, he directly holds 24,304 Ryanair common shares.

Was the Ryanair (RYAAY) insider share sale a discretionary sale or tax-related?

The sale was tax-related. Footnotes state 12,562 shares were sold under a sell-to-cover arrangement to satisfy tax withholding obligations tied to RSU vesting, indicating a mechanistic tax payment rather than a discretionary decision to reduce share exposure.

How many Ryanair (RYAAY) shares did the CCO acquire through RSU vesting?

He acquired 26,867 Ryanair common shares when his Restricted Stock Units vested on May 19, 2026. The RSUs converted into common stock on a one-for-one basis under the Ryanair Holdings PLC 2019 Long-Term Incentive Plan.

What price was used for the Ryanair (RYAAY) insider tax-related share sale?

The filing reports an average U.S. dollar price of $26.01 per share, derived from a euro price of EUR 22.42 multiplied by a 1.16 foreign exchange rate as of May 19, 2026, when the RSU award settled.

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

After exercising RSUs and selling shares for taxes, Jason McGuinness directly holds 24,304 Ryanair common shares. The derivative section shows no remaining Restricted Stock Units from this specific award outstanding following the vesting and settlement.

What were the vesting conditions for the Ryanair (RYAAY) RSU grant reported?

The RSUs were granted on March 9, 2023 and were subject to both time-based vesting and performance-based vesting conditions that were unrelated to Ryanair’s stock price. These performance conditions were satisfied on May 19, 2026, triggering settlement.