Komorek Juliusz Grzegorz 4

What Happened
Juliusz Grzegorz Komorek, Group CLO & Company Secretary of Ryanair Holdings (RYAAY), had 46,059 Restricted Stock Units (RSUs vest) convert into common shares on May 19, 2026. To satisfy tax withholding on the vesting, he sold 14,053 of those shares in an open-market sell-to-cover transaction at $26.01 apiece, generating $365,519. The remaining 32,006 shares were retained.

Key Details

• Transaction date: May 19, 2026 (reported on Form 4 filed May 21, 2026). Filing appears timely (within two business days).
• Award/Conversion: 46,059 RSUs converted one-for-one into common shares (footnote F1).
• Sale: 14,053 shares sold at $26.01 for total proceeds of $365,519 (sell-to-cover to satisfy tax withholding; footnote F2).
• Shares retained after transaction: 32,006 (46,059 acquired − 14,053 sold).
• FX note: retained-share price referenced in the filing was EUR 22.42, converted to USD using a 1.16 rate (footnote F3).
• Grant background: RSUs granted March 9, 2023, had time- and performance-based vesting; performance conditions were satisfied on May 19, 2026 (footnote F4).
• Transaction codes explained: M = conversion/exercise of derivative (RSU conversion into shares); S = sale; the sale here is a routine tax-related sell-to-cover, not an open-market discretionary sell expressing a view.

Context
This was primarily an award vesting event (acquisition via RSU conversion) with a partial sale solely to cover tax obligations. Such sell-to-cover transactions are routine and do not necessarily reflect the insider’s view on the company’s outlook. The net effect increased Komorek’s direct holding by 32,006 shares.