Gruber Andreas 4

4 · RYANAIR HOLDINGS PLC · Filed May 21, 2026

AI-generated summary of this filing

Updated May 21, 2026

Ryanair (RYAAY) Lauda Co‑CEO Andreas Gruber Receives Award, Sells Shares

What Happened

Andreas Gruber, Lauda Joint CEO of Ryanair Holdings plc (RYAAY), had 26,867 restricted stock units (RSUs) vest and convert one‑for‑one into common shares on May 19, 2026. Of those, 13,467 shares were sold in an open‑market sell-to-cover transaction at $26.01 per share, generating $350,277. The remaining 13,400 shares were retained.

Key Details

Transaction date: May 19, 2026; Form filed May 21, 2026 (filed within the usual two business‑day window).
Sale: 13,467 shares disposed at $26.01 per share for proceeds of $350,277.
Award/Conversion: 26,867 RSUs converted into common stock (one-for-one).
Shares retained after sell-to-cover: 13,400.
Footnotes: F1 confirms RSUs convert one-for-one; F2 notes the sale was a sell-to-cover to satisfy tax withholding; F3 explains the retained‑share per‑share price was €22.42 converted to $26.01 using the May 19, 2026 FX rate; F4 states the RSU grant was from March 9, 2023 and vested upon satisfaction of performance conditions on May 19, 2026.
Transaction codes: M = conversion/exercise of derivative (RSU conversion); S = open market sale.

Context

This was primarily an award vesting event (performance conditions met) with a routine sell-to-cover to satisfy tax withholding — common for equity compensation and not itself a directional buy/sell signal. The filing shows conversion of RSUs into shares and partial disposition rather than a separate market purchase.

Form 4

Period: 2026-05-19

Lauda Joint CEO

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-05-19+26,867→ 34,325 total
Sale
Common Stock
[F2][F3]
2026-05-19$26.01/sh−13,467$350,277→ 20,858 total
Exercise/Conversion
Restricted Stock Units
[F4]
2026-05-19−26,867→ 0 total
→ Common Stock (26,867 underlying)

Footnotes (4)

[F1]The Restricted Stock Units (2023 Conditional Award under the Ryanair Holdings PLC 2019 LTIP) convert into common stock on a one-for-one basis.
[F2]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.
[F3]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.
[F4]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.

Signature

/s/ Vargas Molero, Maria on behalf of and as attorney-in-fact for Gruber, Andreas|2026-05-21

1 file