Ryanair 6-K: Capital Group Crosses 13% Ownership Threshold

Rhea-AI Filing Summary

Ryanair Holdings plc has furnished a Form 6-K disclosing a TR-1 “Notification of Major Holdings.” As of 24 Jul 2025, The Capital Group Companies, Inc. (via Capital Research & Management Company and affiliates) increased its position to 13.01 % of Ryanair’s voting rights, marginally above the prior 12.98 % level. The holding equals 138,104,887 ADRs/ordinary shares out of the company’s 1,061,433,265 voting rights outstanding. No financial instruments, derivatives or proxy arrangements are reported.

The notice is purely regulatory, triggered by the crossing of the 13 % threshold required under Irish transparency rules. It neither involves capital raising nor alters Ryanair’s balance sheet, but it highlights continued accumulation by one of the world’s largest long-term asset managers, which can be read as a modest vote of confidence in the carrier’s equity story.

Positive

• Institutional confidence: respected long-term investor Capital Group raised its stake above 13 %, signalling ongoing support for Ryanair’s equity.

Negative

• None.

Insights

Securities Analyst

TL;DR: Capital Group nudges stake to 13.01%; symbolic threshold crossing, limited market impact.

The increase of just 0.03 ppt is immaterial to ownership concentration yet signals sustained institutional support. Capital Group is traditionally long-term and passive, so governance influence changes little. With no related derivatives or transaction premium disclosed, the filing is unlikely to affect valuation or liquidity. Impact: neutral, with a slight positive sentiment tailwind.

Corporate Governance Expert

TL;DR: Threshold filing fulfils Irish disclosure rules; no governance shift expected.

Crossing 13 % triggers mandatory transparency but does not grant additional control rights under Ryanair’s Articles. Capital Group remains below levels that would compel a bid or board representation. As holdings are split among discretionary funds, coordinated activism is improbable. Investors should view this as routine disclosure rather than a catalyst.

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)
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: 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):
3. Details of person subject to the notification obligation:
Name: The Capital Group Companies, Inc.				City and country of registered office (if applicable): Los Angeles, USA
4. Full name of shareholder(s) (if different from 3.): See Box 10
5. Date on which the threshold was crossed or reached: 24 Jul 2025
6. Date on which issuer notified: 25 Jul 2025
7. Threshold(s) that is/are crossed or reached: The Capital Group Companies, Inc. increased above 13.00% of total voting rights outstanding. Capital Research and Management Company increased above 13.00% of total voting rights outstanding.
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 issuer
Resulting situation on the date on which threshold was crossed or reached		13.01%		0.00%		13.01%			1,061,433,265
Position of previous notification (if applicable)		12.98%		0.00%		12.98%
9. Notified details of the resulting situation on the date on which the threshold was crossed or reached:
A: Voting rights attached to shares
Class/type of shares ISIN code (if possible)	Number of voting rights							% of voting rights
	Direct		Indirect					Direct		Indirect
US7835132033 Depository Receipt			136,467,983							12.86%
IE00BYTBXV33 Ordinary Shares			1,636,904							0.15%
SUBTOTAL A	138,104,887							13.01%
B 1: Financial Instruments according to Regulation 17(1)(a) of the Regulations
Type of financial instrument	Expiration date		Exercise/ Conversion Period		Number of voting rights that may be acquired if the instrument is exercised/converted					% of voting rights
N/A
			SUBTOTAL B.1
B 2: Financial Instruments with similar economic effect according to Regulation 17(1)(b) of the Regulations
Type of financial instrument	Expiration date		Exercise/ Conversion Period		Physical or cash settlement		Number of voting rights			% of voting rights
N/A
					SUBTOTAL B.2

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.
[X] Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity:
Name		% 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
Capital Research and Management Company		13.01%		13.01%
Capital International, Inc.
Capital Group Private Client Services, Inc.
Capital International Sarl
Capital International Limited
Total		13.01%		13.01%
11. In case of proxy voting: [name of the proxy holder]  will cease to hold [% and number] voting rights as of [date].
12. Additional information: The Capital Group Companies, Inc. ("CGC") is the parent company of Capital Research and Management Company ("CRMC") and Capital Bank & Trust Company ("CB&T"). CRMC is a U.S.-based investment management company that serves as investment manager to the American Funds family of mutual funds, other pooled investment vehicles, as well as individual and institutional clients. CRMC and its investment manager affiliates manage equity assets for various investment companies through three divisions, Capital Research Global Investors, Capital International Investors and Capital World Investors. CRMC is the parent company of Capital Group International, Inc. ("CGII"), which in turn is the parent company of six investment management companies ("CGII management companies"): Capital International, Inc., Capital International Limited, Capital International Sàrl, Capital International K.K., Capital Group Private Client Services Inc, and Capital Group Investment Management Private Limited. CGII management companies primarily serve as investment managers to institutional and high net worth clients. CB&T is a U.S.-based registered investment adviser and an affiliated federally chartered bank. Neither CGC nor any of its affiliates own shares of the Issuer for its own account. Rather, the shares reported on this Notification are owned by accounts under the discretionary investment management of one or more of the investment management companies described above.
Done at Los Angeles on 25 Jul 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: 28 July, 2025

By:___/s/ Juliusz Komorek____

Juliusz Komorek

Company Secretary

FAQ

Who increased their stake in Ryanair (RYAAY)?

The Capital Group Companies, Inc. and its affiliate Capital Research & Management Company.

What percentage of voting rights does Capital Group now hold in Ryanair?

Capital Group holds 13.01 % of total voting rights.

How many Ryanair shares/ADRs are owned by Capital Group?

They control 138,104,887 shares/ADRs.

When was the 13 % threshold crossed?

The threshold was crossed on 24 July 2025 and reported on 25 July 2025.

Does the 6-K include Ryanair earnings or financial results?

No. The filing only contains a TR-1 disclosure of share ownership; it does not provide earnings data.

Are there any derivatives or financial instruments linked to this holding?

None disclosed; the stake is held entirely in ordinary shares/ADRs.