Was the Ryanair (RYAAY) insider share sale a discretionary sale or tax-related?

The 14,053 Ryanair common shares were sold under a sell-to-cover arrangement to satisfy tax withholding obligations. The filing states the sale was connected to the vesting and settlement of a Restricted Stock Unit award, indicating a tax-driven transaction rather than a purely discretionary sale.

How was the Ryanair (RYAAY) insider share price reported in different currencies?

The filing notes the price of retained shares as EUR 22.42, converted to U.S. dollars by multiplying by a 1.16 foreign exchange rate. The resulting U.S. dollar amount underlies the reported transaction price per share used in the Form 4.

Ryanair CLO sells shares to cover tax on RSUs

Ryanair Holdings PLC executive Juliusz Grzegorz Komorek exercised and settled equity awards and sold shares primarily to cover taxes.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

Rhea-AI Filing Summary

Ryanair Holdings PLC executive Juliusz Grzegorz Komorek exercised and settled equity awards and sold shares primarily to cover taxes. He converted 46,059 Restricted Stock Units from a 2023 conditional award into common stock on a one-for-one basis and then sold 14,053 common shares in an open-market transaction.

The sale was made pursuant to a sell-to-cover arrangement to satisfy tax withholding obligations tied to the vesting and settlement of the award. Following these transactions, he holds 46,264 common shares directly. The retained shares were priced at EUR 22.42, translated in the report using a 1.16 foreign exchange rate.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider Komorek Juliusz Grzegorz

Role Group CLO & Company Secretary

Sold 14,053 shs ($366K)

Approx. gross sale proceeds $366K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	46,059	$0.00	$0.00
Exercise	Common Stock	46,059	$0.00	$0.00
Sale	Common Stock	14,053	$26.01	$366K

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 46,264 shares (Direct)

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. Komorek 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. Komorek 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.

Key Figures

Shares sold: 14,053 shares Sale price per share: $26.01 per share RSUs exercised: 46,059 units +3 more

6 metrics

Shares sold 14,053 shares Open-market sale on May 19, 2026 to cover taxes

Sale price per share $26.01 per share Reported transaction price for common stock sale

RSUs exercised 46,059 units Restricted Stock Units converting one-for-one into common stock

Shares held after 46,264 shares Direct common stock holdings after transactions

Euro share price EUR 22.42 Price of retained shares before FX conversion

FX rate used 1.16 FX rate Euro-to-dollar conversion rate on May 19, 2026

Key Terms

Restricted Stock Units, sell-to-cover arrangement, tax withholding obligations, performance-based vesting conditions, +1 more

5 terms

Restricted Stock Units financial

"The Restricted Stock Units (2023 Conditional Award under the Ryanair Holdings PLC 2019 LTIP) convert into common stock"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

sell-to-cover arrangement financial

"Represents shares sold by Mr. Komorek pursuant to a sell-to-cover arrangement"

tax withholding obligations financial

"in order to satisfy the tax withholding obligations in connection with the vesting and settlement of the award"

performance-based vesting conditions financial

"was subject to performance-based vesting conditions unrelated to the Issuer's stock price"

foreign exchange rate financial

"converted to USD for purposes of this report by multiplying such price by 1.16, which was the closing foreign exchange rate"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Ryanair (RYAAY) executive Juliusz Komorek report?

He reported exercising 46,059 Restricted Stock Units into common stock and selling 14,053 common shares. The sale was linked to covering tax obligations from the award’s vesting and settlement, while he retained 46,264 common shares after the transactions.

How many Ryanair (RYAAY) shares does Juliusz Komorek hold after this Form 4?

After the reported transactions, Juliusz Komorek directly holds 46,264 Ryanair common shares. This figure reflects the net position following the conversion of Restricted Stock Units into common stock and the sale of a portion of shares to satisfy tax-related obligations.

What equity award did Juliusz Komorek exercise in this Ryanair (RYAAY) Form 4?

He exercised a 2023 Conditional Award of Restricted Stock Units granted under the Ryanair Holdings PLC 2019 LTIP. The RSUs converted into common stock on a one-for-one basis after time-based and performance-based vesting conditions were satisfied on May 19, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 05/21/2026 - 05:05 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Komorek Juliusz Grzegorz

(Last)

(First)

(Middle)

RYANAIR DUBLIN OFFICE

AIRSIDE BUSINESS PARK

(Street)

SWORDS CO. DUBLIN

K67 NY94

(City)

(State)

(Zip)

IRELAND

(Country)

2. Issuer Name and Ticker or Trading Symbol
RYANAIR HOLDINGS PLC [ RYAAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Group CLO & Company Secretary

2a. Foreign Trading Symbol
[RYA]

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/19/2026		M		46,059	A	⁽¹⁾	60,317	D
Common Stock	05/19/2026		S		14,053⁽²⁾	D	$26.01⁽³⁾	46,264	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	05/19/2026		M			46,059	⁽⁴⁾	⁽⁴⁾	Common Stock	46,059	⁽⁴⁾	0	D

Explanation of Responses:

1. The Restricted Stock Units (2023 Conditional Award under the Ryanair Holdings PLC 2019 LTIP) convert into common stock on a one-for-one basis.

2. Represents shares sold by Mr. Komorek 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.

3. 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.

4. Mr. Komorek 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.

	/s/ Vargas Molero, Maria on behalf of and as attorney-in-fact for Komorek, Juliusz Grzegorz	05/21/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR