[6-K] Ryanair Holdings plc American Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Ryanair Holdings plc (RYAAY) has furnished a Form 6-K containing an Irish TR-1 Notification of Major Holdings. On 22 July 2025, HSBC Holdings plc marginally reduced its aggregate holding, causing its interest to slip below the 3 % disclosure threshold set by Irish transparency rules.

• New position: 2.999 % of Ryanair’s voting rights (31,591,105 shares).
• Break-down: 2.978 % held directly through shares; 0.021 % via stock-lending and equity-swap instruments.
• Prior position: 3.018 % (2.981 % shares / 0.036 % instruments).
• Total voting rights outstanding: 1,060,714,670.
• Notification received by Ryanair on 24 July 2025; filing dated the same day.

The disclosure is regulatory in nature and reflects a 0.019 pp decrease in HSBC’s exposure—immaterial to Ryanair’s capital structure and with no operational or earnings information included.

Insights

European Airline Equity Analyst

TL;DR: HSBC’s stake slips to 2.999 %; negligible impact on Ryanair valuation or liquidity.

The reduction amounts to roughly 200 k shares—<1 day of average trading volume—so market pressure is minimal. Ryanair’s free float remains above 95 %. While losing the psychological 3 % level removes a disclosure requirement for HSBC, it neither signals fundamental concern nor affects board influence, as the holding was already non-strategic. I view the filing as administrative rather than market moving.

Corporate Governance Specialist

TL;DR: Routine transparency trigger; no governance ramifications.

HSBC’s crossing of the 3 % threshold obliges notification under EU/Irish rules. The change does not alter shareholder composition materially, nor does it affect Ryanair’s control structure—Michael O’Leary’s trust and retail holders still dominate. No board representation or activist risk arises from this stake level. Hence, governance impact is neutral.

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: Ryanair Holdings PLC
2. Reason for the notification (please tick the appropriate box or boxes): [X] An acquisition or disposal of voting rights [ ] 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: HSBC Holdings plc		City and country of registered office (if applicable): London, United Kingdom
4. Full name of shareholder(s) (if different from 3.)v: HSBC Bank plc Internationale Kapitalanlagegesellschaft mit beschränkter Haftung HSBC Global Asset Management (UK) Limited HSBC Bank USA National Association
5. Date on which the threshold was crossed or reachedvi: 22/07/2025
6. Date on which issuer notified: 24/07/2025
7. Threshold(s) that is/are crossed or reached: 3 %
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	2.978 %	0.021 %	2.999 %	1,060,714,670
Position of previous notification (if applicable)	2.981 %	0.036 %	3.018 %

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				31,591,105				2.978 %
SUBTOTAL A	31,591,105					2.978 %
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
Stock Lent						184,025			0.017 %
			SUBTOTAL B.1			184,025			0.017 %
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
Equity Swap					Cash Settled		43,742		0.004 %
					SUBTOTAL B.2		43,742		0.004 %

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
HSBC Holdings plc
HSBC Bank plc	2.826 %	0.021 %	2.847 %
HSBC Holdings plc
HSBC Overseas Holdings (UK) Limited
HSBC North America Holdings Inc.
HSBC USA Inc.
HSBC Bank USA, National Association	0.000 %	Nil	0.000 %
HSBC Holdings plc
HSBC Bank plc
HSBC BANK PLC (PARIS BRANCH)
HSBC Continental Europe
HSBC Continental Europe S.A., Germany
HSBC Trinkaus & Burkhardt Gesellschaft fur Bankbeteiligungen mbH
Internationale Kapitalanlagegesellschaft mit beschränkter Haftung	0.138 %	Nil	0.138 %
HSBC Holdings plc
HSBC Global Asset Management Limited
HSBC Global Asset Management (UK) Limited	0.013 %	Nil	0.013 %
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 London on 24/07/2025.

Notes

i. Persons completing this form should have regard to the requirements of the Transparency (Directive 2004/109/EC) Regulations 2007 as amended (the "Regulations"), the Central Bank of Ireland's Transparency Rules (the "Transparency Rules") and Commission Delegated Regulation (EU) 2015/761 of 17 December 2014.

ii Full name of the legal entity and other identifying specification of the issuer or underlying issuer, provided it is reliable and accurate (e.g. address, LEI, domestic number identity).

iii Other reason for the notification could be voluntary notifications, changes of attribution of the nature of the holding (e.g. expiring of financial instruments) or acting in concert.

iv This should be the full name of (a) the shareholder; (b) the natural person or legal entity acquiring, disposing of or exercising voting rights in the cases provided for in Regulation 15(b) to (h) of the Regulations (Article 10 (b) to (h) of Directive 2004/109/EC); or (c) the holder of financial instruments referred to in Regulation 17(1) of the Regulations (Article 13(1) of Directive 2004/109/EC).

As the disclosure of cases of acting in concert may vary due to the specific circumstances (e.g. same or different total positions of the parties, entering or exiting of acting in concert by a single party) the standard form does not provide for a specific method how to notify cases of acting in concert.

In relation to the transactions referred to in points (b) to (h) of Regulation 15 of the Regulations (Article 10 of Directive 2004/109/EC), the following list is provided as an indication of the persons who should be mentioned:

-     in the circumstances foreseen in letter (b) of Regulation 15 of the Regulations (Article 10 of Directive 2004/109/EC), the natural person or legal entity that acquires the voting rights and is entitled to exercise them under the agreement and the natural person or legal entity who is transferring temporarily for consideration the voting rights;

-     in the circumstances foreseen in letter (c) of the Regulation 15 of the Regulations (Article 10 of Directive 2004/109/EC), the natural person or legal entity holding the collateral, provided the person or entity controls the voting rights and declares its intention of exercising them, and natural person or legal entity lodging the collateral under these conditions;

-     in the circumstances foreseen in letter (d) of Regulation 15 of the Regulations (Article 10 of Directive 2004/109/EC), the natural person or legal entity who has a life interest in shares if that person or entity is entitled to exercise the voting rights attached to the shares and the natural person or legal entity who is disposing of the voting rights when the life interest is created;

-     in the circumstances foreseen in letter (e) of Regulation 15 of the Regulations (Article 10 of Directive 2004/109/EC), the controlling natural person or legal entity and, provided it has a notification duty at an individual level under Regulation 14 of the Regulations (Article 9 of Directive 2004/109/EC), under letters (a) to (d) of Regulation 15 of the Regulations (Article 10 of Directive 2004/109/EC) or under a combination of any of those situations, the controlled undertaking;

-     in the circumstances foreseen in letter (f) of Regulation 15 of the Regulations (Article 10 of Directive 2004/109/EC), the deposit taker of the shares, if he can exercise the voting rights attached to the shares deposited with him at his discretion, and the depositor of the shares allowing the deposit taker to exercise the voting rights at his discretion;

-     in the circumstances foreseen in letter (g) of Regulation 15 of the Regulations (Article 10 of Directive 2004/109/EC), the natural person or legal entity that controls the voting rights;

-     in the circumstances foreseen in letter (h) of Regulation 15 of the Regulations (Article 10 of Directive 2004/109/EC), the proxy holder, if he can exercise the voting rights at his discretion, and the shareholder who has given his proxy to the proxy holder allowing the latter to exercise the voting rights at his discretion (e.g. management companies).

v Applicable in the cases provided for in Regulation 15(b) to (h) of the Regulations (Article 10 (b) to (h) of Directive 2004/109/EC). This should be the full name of the shareholder who is the counterparty to the natural person or legal entity referred to in Regulation 15 of the Regulations (Article 10 Directive 2004/109/EC) unless the percentage of voting rights held by the shareholder is lower than the lowest notifiable threshold for the disclosure of voting rights holdings in accordance with the requirements of the Regulations and the Transparency Rules.

vi The date on which threshold is crossed or reached should be the date on which the acquisition or disposal took place or the other reason triggered the notification obligation. For passive crossings, the date when the corporate event took effect.

vii The total number of voting rights shall be composed of all the shares, including depository receipts representing shares, to which voting rights are attached even if the exercise thereof is suspended.

viii If the holding has fallen below the lowest applicable threshold in accordance with the Regulations and the Transparency Rules  the holder is not obliged to disclose the extent of the holding only that the holding is "below 3%" or "below 5%" as appropriate.

ix In case of combined holdings of shares with voting rights attached "direct holding" and voting rights "indirect holding", please split the voting rights number and percentage into the direct and indirect columns - if there is no combined holdings, please leave the relevant box blank.

x Date of maturity/expiration of the financial instrument i.e. the date when right to acquire shares ends.

xi If the financial instrument has such a period - please specify this period - for example once every 3 months starting from [date].

xii In case of cash settled instruments the number and percentages of voting rights is to be presented on a delta-adjusted basis (Regulation 17(4) of the Regulations/Article 13(1a) of Directive 2004/109/EC).

xiii If the person subject to the notification obligation is either controlled and/or does control another undertaking then the second option applies.

xiv The full chain of controlled undertakings, starting with the ultimate controlling natural person or legal entity, has to be presented also in cases in which only on subsidiary level a threshold is crossed or reached and the subsidiary undertaking discloses the notification, as only thus will the markets get a full picture of the group holdings. In the case of multiple chains through which the voting rights and/or financial instruments are effectively held, the chains have to be presented chain by chain leaving a row free between different chains (e.g.: A, B, C, free row, A, B, D, free row, A, E, F etc.).

xv The names of controlled undertakings through which the voting rights and/or financial instruments are effectively held have to be presented irrespective of whether the controlled undertakings cross or reach the lowest applicable threshold themselves.

xvi Example: Correction of a previous notification.

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: 24 July, 2025

By:___/s/ Juliusz Komorek____

Juliusz Komorek

Company Secretary

FAQ

Why did Ryanair (RYAAY) file a Form 6-K on 24 July 2025?

To disclose a TR-1 notice showing HSBC Holdings plc’s voting interest fell below the 3 % Irish reporting threshold.

What is HSBC’s current ownership percentage in Ryanair?

2.999 % of total voting rights, comprising 2.978 % shares and 0.021 % financial instruments.

How many Ryanair shares does the 2.978 % direct holding represent?

31,591,105 ordinary shares with one vote each.

Does the sub-3 % stake affect Ryanair’s control or governance?

No. The holding is passive and lacks board influence; the change is mainly regulatory.

When was the ownership threshold crossed and when was Ryanair notified?

Threshold crossed on 22 July 2025; Ryanair received the notification on 24 July 2025.