Form 4 - JMcG 260526 (As filed)OMB APPROVAL |
OMB Number: | 3235-0287 |
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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person* |
| 2. Issuer Name and Ticker or Trading Symbol RYANAIR HOLDINGS PLC [ RYAAY ] 2a. Foreign Trading Symbol RYA | 5. Relationship of Reporting Person(s) to Issuer |
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McGuinness Jason Paul |
| (Check all applicable) |
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| Director | 10% Owner |
(Last) (First) | (Middle) | X Officer (give title below) | Other (specify below) |
RYANAIR DUBLIN OFFICE AIRSIDE BUSINESS PARK |
| Ryanair DAC CCO |
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(Street)
SWORDS CO. DUBLIN |
K67 NY94 | 3. Date of Earliest Transaction (Month/Day/Year) 05/22/2026 |
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(City) (State) |
(Zip/Postal Code) | 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person |
IRELAND |
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(Country) |
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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) |
Code | V | Amount | (A) or (D) | Price |
Common Stock | 05/22/2026 |
| S |
| 9,999 | D | $27.56(1) | 14,305 | D |
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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) |
Code |
V |
(A) |
(D) | Date Exercisable | Expiration Date |
Title | Amount or Number of Shares |
Explanation of Responses:
1. The price of the shares sold was EUR 23.76, 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 22, 2026.
/s/ Vargas Molero, Maria on behalf of and as attorney-in-fact for McGuinness
Jason Paul 05/26/2026
** 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.
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