Lauda CEO Gruber trims Ryanair stake (NASDAQ: RYAAY) after RSU vesting

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Ryanair Holdings PLC Lauda Joint CEO Andreas Gruber reported RSU vesting and related share sales. On May 19, 2026, 26,867 Restricted Stock Units from a 2023 conditional award converted into common stock on a one-for-one basis after performance-based vesting conditions were satisfied.

Gruber then sold 13,467 shares in an open-market transaction at approximately $26.01 per share under a sell-to-cover arrangement to satisfy tax withholding obligations tied to the vesting. Following these transactions, he directly holds 20,858 common shares. The retained shares were valued at EUR 22.42 each, using a 1.16 FX rate to report in USD.

Insider Trade Summary

Net Seller: 13,467 shares ($350,277)

Net Sell 3 txns

Insider Gruber Andreas

Role Lauda Joint CEO

Sold 13,467 shs ($350K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	26,867	$0.00	--
Exercise	Common Stock	26,867	$0.00	--
Sale	Common Stock	13,467	$26.01	$350K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 34,325 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 Mr. Gruber 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. Gruber 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: 13,467 shares Sale price: $26.01 per share RSUs converted: 26,867 units +3 more

6 metrics

Shares sold 13,467 shares Open-market sale on May 19, 2026 to cover taxes

Sale price $26.01 per share Price for 13,467 common shares sold

RSUs converted 26,867 units Restricted Stock Units converting one-for-one into common stock

Shares held after 20,858 shares Direct Ryanair common stock ownership after transactions

EUR share value EUR 22.42 Price of retained shares before FX conversion

FX rate used 1.16 Foreign exchange rate applied to convert EUR 22.42 into USD

Key Terms

Restricted Stock Units, sell-to-cover arrangement, performance-based vesting conditions, foreign exchange rate, +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 Mr. Gruber 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."

performance-based vesting conditions financial

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

foreign exchange rate financial

"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."

Long Term Incentive Plan 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."

A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 05:00 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^*

Gruber Andreas

(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)
	Lauda Joint CEO

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⁾	34,325	D
Common Stock	05/19/2026		S		13,467⁽²⁾	D	$26.01⁽³⁾	20,858	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 Mr. Gruber 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. Gruber 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 Gruber, Andreas	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 insider transaction did Andreas Gruber report for Ryanair (RYAAY)?

Andreas Gruber reported the vesting of 26,867 Restricted Stock Units that converted into common stock and a related sale of 13,467 shares. The sale was part of a sell-to-cover arrangement to meet tax withholding obligations tied to the RSU vesting and settlement.

How many Ryanair (RYAAY) RSUs vested for Andreas Gruber and on what basis?

A total of 26,867 Restricted Stock Units vested for Andreas Gruber and converted into common stock on a one-for-one basis. The units came from a 2023 conditional award that required both time-based vesting and performance-based vesting conditions unrelated to Ryanair’s stock price, satisfied on May 19, 2026.

How many Ryanair (RYAAY) shares did Andreas Gruber sell and for what purpose?

Andreas Gruber sold 13,467 common shares in an open-market transaction at about $26.01 per share. According to the disclosure, these shares were sold under a sell-to-cover arrangement specifically to satisfy tax withholding obligations triggered by the vesting and settlement of his RSU award.

What is Andreas Gruber’s remaining Ryanair (RYAAY) shareholding after these transactions?

After the RSU conversion and related share sale, Andreas Gruber directly holds 20,858 Ryanair common shares. This figure reflects his position following the vesting of 26,867 Restricted Stock Units and the sale of 13,467 shares to cover associated tax withholding requirements.

At what price were Andreas Gruber’s retained Ryanair (RYAAY) shares valued for this report?

The retained shares were valued at EUR 22.42 per share, then converted into U.S. dollars by applying a 1.16 foreign exchange rate. This FX rate represented the closing foreign exchange rate on May 19, 2026, and was used solely for reporting purposes.

What plan governed Andreas Gruber’s Ryanair (RYAAY) RSU award?

The RSUs were granted under the Ryanair Holdings PLC 2019 Long Term Incentive Plan, as a 2023 conditional award. They converted into common stock on a one-for-one basis after satisfying both time-based vesting and performance-based vesting conditions that were unrelated to the issuer’s stock price.