Ryanair (NASDAQ: RYAAY) CFO converts 61,412 RSUs, holds 346,412 shares

Rhea-AI Filing Summary

RYANAIR HOLDINGS PLC Group CFO Neil Michael Sorahan exercised 61,412 Restricted Stock Units into an equal number of common shares. These units were granted on March 9, 2023 under the Ryanair Holdings PLC 2019 LTIP and converted on a one-for-one basis into common stock.

The award was subject to time-based vesting and additional performance-based vesting conditions that were satisfied on May 19, 2026. Following this exercise, Sorahan holds 346,412 common shares directly. The filing shows a compensation-related equity conversion, with no open-market share sale reported.

Insider Trade Summary

61,412 shares exercised/converted

Mixed 2 txns

Insider Sorahan Neil Michael

Role Group CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	61,412	$0.00	--
Exercise	Common Stock	61,412	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 346,412 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. Sorahan 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: 61,412 units Common shares received: 61,412 shares Shares held after transaction: 346,412 shares +3 more

6 metrics

RSUs exercised 61,412 units Restricted Stock Units converted into common stock on May 19, 2026

Common shares received 61,412 shares Common Stock issued on one-for-one RSU conversion

Shares held after transaction 346,412 shares Direct ownership following RSU conversion

Grant date of RSUs March 9, 2023 Date CFO received Conditional Award under 2019 LTIP

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

Conversion ratio 1:1 RSUs convert into common stock on a one-for-one basis

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

"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^*

Sorahan Neil Michael

(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)
	Group 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/19/2026		M		61,412	A	(1)	346,412	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			61,412	(2)	(2)	Common Stock	61,412	(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. Sorahan 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 Sorahan, Neil Michael	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) Group CFO Neil Sorahan report in this Form 4?

Neil Sorahan reported the exercise of 61,412 Restricted Stock Units into 61,412 common shares. These units were part of a 2019 LTIP grant, and the transaction reflects compensation-related equity vesting rather than an open-market share purchase or sale.

How many Ryanair (RYAAY) shares does the CFO hold after this transaction?

After the transaction, Group CFO Neil Sorahan holds 346,412 Ryanair common shares directly. This figure includes the 61,412 shares received from converting vested Restricted Stock Units granted under the company’s 2019 long-term incentive plan.

What type of securities did the Ryanair (RYAAY) CFO convert on May 19, 2026?

The CFO converted 61,412 Restricted Stock Units into 61,412 common shares on May 19, 2026. These RSUs were granted in 2023 under the Ryanair Holdings PLC 2019 LTIP and carried both time-based and performance-based vesting conditions.

Were the Ryanair (RYAAY) CFO’s Restricted Stock Units subject to performance conditions?

Yes. The Restricted Stock Units granted on March 9, 2023 were subject to time-based vesting and performance-based vesting conditions. The filing states these performance conditions, which were unrelated to Ryanair’s stock price, were satisfied on May 19, 2026.

Did the Ryanair (RYAAY) Form 4 show any open-market share sales by the CFO?

No open-market sales are reported. The Form 4 records a derivative exercise, where 61,412 Restricted Stock Units converted into common shares. The transaction is compensation-related, and the summary data show no shares categorized as sold in the market.

What is the conversion ratio for the Ryanair (RYAAY) CFO’s Restricted Stock Units?

The filing states that the Restricted Stock Units convert into common stock on a one-for-one basis. In this case, 61,412 RSUs converted into 61,412 Ryanair common shares once the vesting and performance conditions were satisfied.