MFS Lowers Ryanair Holding to 4.99% – Regulatory Filing

Rhea-AI Filing Summary

Ryanair Holdings plc (RYAAY) filed a Form 6-K on 11 July 2025 disclosing a TR-1 notification of major holdings. Massachusetts Financial Services Company (MFS) reported that on 9 July 2025 its aggregate holding in Ryanair fell slightly below the 5 % disclosure threshold to 4.99 %, representing 53,027,080 voting rights out of the company’s 1,061,433,265 total voting rights. The change reflects a marginal disposal of shares rather than use of financial instruments, as MFS reported no derivative positions. The notification was sent to Ryanair and the Central Bank of Ireland on 10 July 2025 and is now being furnished to the U.S. SEC via this Form 6-K.

The filing is administrative in nature, providing transparency on Ryanair’s shareholder base. It does not contain operational or earnings information and therefore has limited immediate impact on the company’s fundamentals. Investors may note that MFS remains a significant institutional holder even after slipping below the 5 % reportable threshold.

Positive

• None.

Negative

• Massachusetts Financial Services Company reduced its ownership to 4.99 % from 5.00 %, indicating a minor disposal of Ryanair shares.

Insights

Securities Analyst

TL;DR – MFS trims Ryanair stake from 5.00 % to 4.99 %; minimal strategic impact.

The reduction amounts to roughly 106,000 votes—immaterial versus Ryanair’s 1.06 billion shares. Importantly, MFS retains a sizable position, suggesting no major shift in long-term conviction. Because the holding remains essentially unchanged, liquidity, governance influence, and free-float dynamics are unaffected. The disclosure is mainly a regulatory formality triggered by EU transparency rules. I view the news as neutral for valuation and stock performance.

Corporate Governance Expert

TL;DR – Threshold crossing is procedural; board control dynamics unchanged.

Crossing below 5 % obliges MFS to file a TR-1, but at 4.99 % the firm still ranks among Ryanair’s largest institutional investors. Voting influence remains meaningful yet non-controlling. No new activist signals, derivative exposures, or chain-of-control complexities were disclosed beyond routine listing of MFS subsidiaries. Consequently, governance equilibrium and shareholder structure stability remain intact.

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: Massachusetts Financial Services Company	City and country of registered office (if applicable): Boston, US
4. Full name of shareholder(s) (if different from 3.): MFS invests in securities of the issuer on behalf of its various mutual funds and institutional account clients
5. Date on which the threshold was crossed or reached: 09 Jul 2025
6. Date on which issuer notified: 10 Jul 2025
7. Threshold(s) that is/are crossed or reached: 5%

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		4.99%					4.99%			1,061,433,265
Position of previous notification (if applicable)		5.00%					5.00%
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
IE00BYTBXV33 Common Stock			53,027,080 ( 26,513,540 Depository Receipt shares or 53,027,080 Common Stock votes on a converted basis)								4.99%
SUBTOTAL A	53,027,080								4.99%
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
			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
					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
Massachusetts Financial Services Company	4.99%		4.99%
Massachusetts Financial Services Company	4.99%		4.99%
MFS Institutional Advisors, Inc.
Massachusetts Financial Services Company	4.99%		4.99%
MFS Heritage Trust Company
Massachusetts Financial Services Company	4.99%		4.99%
MFS Institutional Advisors, Inc.
MFS Investment Management Canada Limited
Massachusetts Financial Services Company	4.99%		4.99%
MFS International Limited
MFS International Holdings Pty Ltd
MFS Investment Management Company (LUX) S.a r.l.
Massachusetts Financial Services Company	4.99%		4.99%
MFS International Limited
MFS International Holdings Pty Ltd
MFS Investment Management K.K.
Massachusetts Financial Services Company	4.99%		4.99%
MFS International Limited
MFS International Holdings Pty Ltd
MFS International (U.K.) Limited
Massachusetts Financial Services Company	4.99%		4.99%
MFS International Limited
MFS International Holdings Pty Ltd
MFS International Australia Pty Ltd
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:
Done at Boston on 10 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: 11 July, 2025

By:___/s/ Juliusz Komorek____

Juliusz Komorek

Company Secretary

FAQ

Why did Ryanair (RYAAY) file a Form 6-K on 11 July 2025?

To furnish a TR-1 notification showing that Massachusetts Financial Services Company’s stake fell to 4.99 % of voting rights.

What percentage of Ryanair does MFS now own?

MFS holds 4.99 % of Ryanair’s voting rights, equal to 53,027,080 votes.

How many total voting rights does Ryanair have outstanding?

Ryanair reported 1,061,433,265 total voting rights.

When was the 5 % threshold crossed?

The threshold was crossed on 9 July 2025 and the issuer was notified on 10 July 2025.

Does the filing include any financial or earnings data?

No, the Form 6-K strictly reports the shareholding change; it contains no operational or earnings information.