Ryanair (RYAAY) CFO exercises 26,867 RSUs and sells 8,197 shares to cover taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

RYANAIR HOLDINGS PLC CFO Tracey McCann reported equity compensation activity involving restricted stock units and common stock. On May 19, 2026, she exercised 26,867 Restricted Stock Units that convert into common stock on a one-for-one basis under the 2019 long-term incentive plan.

On the same date, she sold 8,197 shares of common stock at $26.01 per share in an open-market transaction pursuant to a sell-to-cover arrangement to satisfy tax withholding obligations tied to the vesting and settlement of the award. Following these transactions, she directly holds 38,703 shares of common stock. The RSUs were granted on March 9, 2023 and were subject to additional performance-based vesting conditions that were satisfied on May 19, 2026.

Insider Trade Summary

Net Seller: 8,197 shares ($213,204)

Net Sell 3 txns

Insider McCann Tracey

Role Ryanair DAC CFO

Sold 8,197 shs ($213K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	26,867	$0.00	--
Exercise	Common Stock	26,867	$0.00	--
Sale	Common Stock	8,197	$26.01	$213K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 46,900 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. McCann 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. McCann 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: 8,197 shares Sale price: $26.01 per share RSUs exercised: 26,867 units +3 more

6 metrics

Shares sold 8,197 shares Open-market sale on May 19, 2026

Sale price $26.01 per share Price for 8,197 common shares sold

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

Post-transaction holdings 38,703 shares Common stock directly held after transactions

FX rate used 1.16 EUR price 22.42 converted to USD using 1.16 rate on May 19, 2026

EUR price of retained shares EUR 22.42 Price of retained shares before conversion to USD

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 Ms. McCann pursuant to a sell-to-cover arrangement in order to satisfy the tax withholding obligations..."

tax withholding obligations financial

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

performance-based vesting conditions financial

"Ms. McCann 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..."

foreign exchange rate financial

"The price of the retained shares was EUR 22.42, which was converted to USD... by multiplying such price by 1.16, which was the closing foreign exchange rate..."

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 05:04 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^*

McCann Tracey

(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 CFO

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		26,867	A	⁽¹⁾	46,900	D
Common Stock	05/19/2026		S		8,197⁽²⁾	D	$26.01⁽³⁾	38,703	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			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 Ms. McCann 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. McCann 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 McCann, Tracey	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 did Ryanair (RYAAY) CFO Tracey McCann report in this Form 4?

Ryanair CFO Tracey McCann reported exercising 26,867 Restricted Stock Units into common stock and selling 8,197 shares. The sale was part of a sell-to-cover arrangement to meet tax withholding obligations from the award’s vesting and settlement.

How many Ryanair (RYAAY) shares did the CFO sell and at what price?

Tracey McCann sold 8,197 Ryanair common shares at $26.01 per share. According to the disclosure, this open-market sale was executed under a sell-to-cover arrangement to satisfy tax withholding obligations related to the vesting of her equity award.

How many Restricted Stock Units did the Ryanair (RYAAY) CFO have vest and convert?

The CFO had 26,867 Restricted Stock Units vest and convert into common stock on a one-for-one basis. These RSUs were a 2023 conditional award under Ryanair’s 2019 long-term incentive plan and were subject to additional performance-based vesting conditions.

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

After the reported transactions, Tracey McCann directly holds 38,703 Ryanair common shares. This figure reflects the combined impact of the RSU conversion into common stock and the sale of a portion of shares to cover associated tax withholding obligations.

Why did the Ryanair (RYAAY) CFO sell shares in this Form 4 filing?

The sale represents shares sold under a sell-to-cover arrangement to pay tax withholding obligations. This means part of the vested equity award was sold automatically to cover taxes due on the RSU vesting and settlement, rather than as a discretionary open-market liquidation.

What performance conditions applied to the Ryanair (RYAAY) CFO’s RSU award?

The RSU grant from March 9, 2023 had time-based vesting and additional performance-based vesting conditions unrelated to Ryanair’s stock price. The filing states these performance-based conditions were satisfied on May 19, 2026, triggering vesting and settlement of the award.