Hughes Darrell Thomas 4
4 · RYANAIR HOLDINGS PLC · Filed May 21, 2026
Research Summary
AI-generated summary of this filing
Ryanair (RYAAY) CPO Darrell Hughes Receives Award, Sells Shares
What Happened
Hughes Darrell Thomas (listed here as Darrell Hughes), CPO of Ryanair DAC, had a 2023 restricted stock unit (RSU) award convert into 26,867 common shares on May 19, 2026. To satisfy tax-withholding obligations, he sold 8,197 of those shares in an open-market sell-to-cover transaction at $26.01 per share, generating proceeds of $213,204. The remaining shares from the RSU vesting were retained.
Key Details
- Transaction date: May 19, 2026; Form 4 filed May 21, 2026 (timely).
- Award conversion: 26,867 RSUs converted 1-for-1 into common stock (2023 Conditional Award under the 2019 LTIP).
- Sale: 8,197 shares sold at $26.01 / share for total proceeds of $213,204 (sell-to-cover to cover tax withholding).
- Retained shares: 18,670 shares retained (26,867 granted minus 8,197 sold). Retained shares valued at EUR 22.42 each (converted at 1.16 = $26.01 per share for reporting).
- Footnotes: F2 confirms the sale was a sell-to-cover for tax withholding; F4 notes the RSU award was subject to performance and time vesting and performance conditions were satisfied on May 19, 2026.
- No indication of a 10b5-1 plan or a gift; not a purchase (this was vesting + tax-related sale).
Context
This was a routine vesting of a long-term incentive award with a partial sale to cover taxes (a common administrative action). The key takeaways for investors are the number of shares added to the insider’s holdings (net +18,670 shares) and that the sale was solely to meet withholding obligations rather than an open-market sale for discretionary cash proceeds.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-05-19+26,867→ 45,559 total - Sale
Common Stock
[F2][F3]2026-05-19$26.01/sh−8,197$213,204→ 37,362 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. Hughes 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. Hughes 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.