O'Brien David Patrick DPO 4
4 · RYANAIR HOLDINGS PLC · Filed May 21, 2026
Research Summary
AI-generated summary of this filing
Ryanair (RYAAY) Malta Air CEO David O'Brien Receives RSUs, Sells Shares
What Happened
David Patrick O'Brien (Malta Air CEO & Lauda Joint CEO) had 53,736 restricted stock units (RSUs) convert into common shares on May 19, 2026 following the satisfaction of performance conditions. As part of the vesting/settlement, 8,080 shares were sold in an open-market sell-to-cover transaction at $26.01 per share for proceeds of $210,161; the remainder of the vested shares were retained.
Key Details
- Transaction date: May 19, 2026; Form 4 filed May 21, 2026.
- Conversion/acquisition: 53,736 shares from the 2023 conditional RSU award (code M: conversion of derivative).
- Sale: 8,080 shares sold at $26.01 per share for $210,161 (code S). This sale was to satisfy tax-withholding obligations (sell-to-cover).
- Retained-share valuation: the retained shares used an underlying price of €22.42, converted to USD at 1.16 (reported per-share USD amount ~$26.01).
- Grant/vesting background: RSU grant dated March 9, 2023; performance-based vesting conditions were satisfied on May 19, 2026.
- Shares owned after the transaction: not specified in the filing.
- No indication in the filing that the transaction was part of a 10b5‑1 plan; sale was reported as sell-to-cover for taxes.
Context
This filing records a vested RSU award converting to common stock, with a routine sell-to-cover to meet tax obligations. The primary action is an award/vesting event (conversion of RSUs) rather than an opportunistic market purchase or directional sale of existing holdings. Such tax-related sales are common and do not necessarily signal management sentiment about the stock.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-05-19+53,736→ 81,263 total - Sale
Common Stock
[F2][F3]2026-05-19$26.01/sh−8,080$210,161→ 73,183 total - Exercise/Conversion
Restricted Stock Units
[F4]2026-05-19−53,736→ 0 total→ Common Stock (53,736 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. O'Brien 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. O'Brien 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.