Hughes Darrell Thomas 4

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.