Ryanair 6-K: Major holder BNP Paribas dips below 5% threshold

Rhea-AI Filing Summary

Ryanair Holdings plc has furnished a Form 6-K containing a Standard Form TR-1 notice from BNP Paribas SA. On 16 July 2025 the French bank’s aggregate holding fell below the 5 % statutory threshold, triggering disclosure. BNP Paribas now controls 4.89 % of Ryanair’s voting rights, versus 5.84 % previously.

The position is split between 2.36 % (25.1 m votes) held directly in ordinary shares (ISIN IE00BYTBXV33) and ADRs (US7835132033), and 2.53 % (26.8 m votes) held through derivatives. The derivative exposure is dominated by a cash-settled total-return swap for 25 m votes (2.35 %) maturing August 2025; smaller vanilla options and swaps account for the remainder.

Ryanair’s total voting rights in issue stand at 1,060,985,962. The filing contains no financial results, capital changes or guidance updates—its sole purpose is to record the downward crossing of the 5 % threshold by a significant shareholder.

Positive

• None.

Negative

• BNP Paribas reduced its combined share and derivative position from 5.84 % to 4.89 %, indicating net selling pressure from a large holder.

Insights

Corporate Governance Analyst

TL;DR: BNP Paribas cut Ryanair stake to 4.89 %; routine disclosure, limited strategic signal.

The TR-1 filing simply records a drop of 0.95 pp in BNP Paribas’ combined equity and derivative exposure. Falling below 5 % removes certain EU transparency obligations but does not alter Ryanair’s share count or control structure. Because BNP Paribas is primarily a financial intermediary, this shift likely reflects trading or client-driven hedging rather than a corporate governance dispute. No board representation is linked to the holding, so immediate influence on strategy is minimal.

Equity Portfolio Manager

TL;DR: Stake reduction is modest; negligible valuation impact, watch for further selling pressure.

The sale/derivative unwind equates to roughly 11 m Ryanair shares. In a stock with >1 bn votes outstanding and robust liquidity, the move is unlikely to distort pricing. However, disclosure confirms that a previously >5 % holder is lightening exposure, which can marginally soften demand. Absent concurrent insider selling or earnings news, the event is neutral. I assign limited portfolio relevance unless follow-on filings show accelerated disposals.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of July 2025

RYANAIR HOLDINGS PLC

(Translation of registrant's name into English)

c/o Ryanair Ltd Corporate Head Office

Dublin Airport

County Dublin Ireland

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual

reports under cover Form 20-F or Form 40-F.

Form 20-F..X.. Form 40-F 

Indicate by check mark whether the registrant by furnishing the information

contained in this Form is also thereby furnishing the information to the

Commission pursuant to Rule 12g3-2(b) under the Securities Exchange

Act of 1934.

Yes   No ..X..

If "Yes" is marked, indicate below the file number assigned to the registrant

in connection with Rule 12g3-2(b): 82- ________

Standard Form TR-1

Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the Central Bank of Ireland)i
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: Issuer: RYANAIR HOLDINGS PLC (LEI: 635400BR2ROC1FVEBQ56)
2. Reason for the notification (please tick the appropriate box or boxes): [ X] An acquisition or disposal of voting rights [ X] An acquisition or disposal of financial instruments [ ] An event changing the breakdown of voting rights [ ] Other (please specify)iii:
3. Details of person subject to the notification obligationiv :
Name: BNP PARIBAS SA (LEI: R0MUWSFPU8MPRO8K5P83)		City and country of registered office (if applicable): 16 BOULEVARD DES ITALIENS, 75009 PARIS - FRANCE
4. Full name of shareholder(s) (if different from 3.)
5. Date on which the threshold was crossed or reachedvi: 16/07/2025
6. Date on which issuer notified: 18/07/2025
7. Threshold(s) that is/are crossed or reached: 5% (downwards)
8. Total positions of person(s) subject to the notification obligation:
	% of voting rights attached to shares (total of 9.A)	% of voting rights through financial instruments(total of 9.B.1 + 9.B.2)	Total of both in % (9.A + 9.B)	Total number of voting rights of issuervii
Resulting situation on the date on which threshold was crossed or reached	2.36%	2.53%	4.89%	1,060,985,962
Position of previous notification (if applicable)	2.11%	3.73%	5.84%

9. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii:
A: Voting rights attached to shares
Class/type ofshares ISIN code (if possible)	Number of voting rightsix		% of voting rights
	Direct	Indirect	Direct	Indirect
IE00BYTBXV33		24,351,034		2.29%
US7835132033		758,130		0.07%
SUBTOTAL A	25,109,164		2.36%

B 1: Financial Instruments according to Regulation 17(1)(a) of the Regulations
Type of financial instrument	Expirationdatex	Exercise/Conversion Periodxi	Number of voting rights that may be acquired if the instrument is exercised/converted.	% of voting rights
Options Vanilla	Sep-25		4,900	0,00%
		SUBTOTAL B.1	4,900	0,00%

B 2: Financial Instruments with similar economic effect according to Regulation 17(1)(b) of the Regulations
Type of financial instrument	Expirationdatex		Exercise/Conversion Period xi		Physical or cash settlementxii		Number of voting rights		% of voting rights
Swap	May-26				Cash		458,440		0.04%
Swap	Sep-25				Cash		400,773		0.04%
Swap	Sep-25				Cash		124,240		0.01%
Swap	Dec-25				Cash		94,239		0,01%
Swap	Dec-25				Cash		38,439		0,00%
Swap	Jun-26				Cash		14,105		0,00%
Swap	Nov-25				Cash		9,925		0,00%
Swap	Mar-26				Cash		8,567		0,00%
Swap	Mar-26				Cash		6,298		0,00%
Swap	Jun-26				Cash		6,000		0,00%
Swap	Mar-26				Cash		4,327		0,00%
Swap	Feb-26				Cash		1,075		0,00%
Swap	Aug-26				Cash		954		0,00%
Swap	Aug-26				Cash		734		0,00%
Swap	Nov-25				Cash		437		0,00%
Swap	Aug-26				Cash		233		0,00%
Swap	Sep-26				Cash		596,400		0,06%
Swap	Dec-25				Cash		30,000		0,00%
Total Return Swap	Aug-25				Cash		25,000,000		2.35%
					SUBTOTAL B.2		26 795 186		2.53%

10. Information in relation to the person subject to the notification obligation (please tick the applicable box): [ ] Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.xiii [X ] Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv:
Namexv	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold
BNP PARIBAS SA
BNP Paribas Financial Markets
BNP PARIBAS SA
BNP PARIBAS CARDIF
11. In case of proxy voting: [name of the proxy holder] will cease to hold [% and number] voting rights as of [date]
12. Additional informationxvi:

Done at [place] on [date].- Paris, France July 18th, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

RYANAIR HOLDINGS PLC

Date: 21 July, 2025

By:___/s/ Juliusz Komorek____

Juliusz Komorek

Company Secretary

FAQ

Why did Ryanair (RYAAY) file a Form 6-K on 21 July 2025?

To disclose a TR-1 notification that BNP Paribas’ holding fell below the 5 % voting-rights threshold on 16 July 2025.

What is BNP Paribas’ new ownership percentage in Ryanair?

BNP Paribas now controls 4.89 % of total voting rights.

How much of the 4.89 % stake is held through derivatives?

2.53 % (approximately 26.8 m votes) is held via financial instruments, mainly a total-return swap maturing August 2025.

What is Ryanair’s total number of voting rights outstanding?

The issuer reports 1,060,985,962 voting rights in issue.

Does the filing include any earnings or guidance updates?

No. The 6-K solely reports the change in BNP Paribas’ ownership; no financial performance data is provided.

Is the reduction below 5 % likely to impact Ryanair’s governance?

Minimal impact is expected, as BNP Paribas holds no disclosed board seat and retains under-5 % influence.