RYAAY: Major Holder Slips Under 3 % Threshold in 6-K Disclosure

Q: Why did Ryanair (RYAAY) file a Form 6-K on 1 August 2025?

To disclose a TR-1 notification that Baillie Gifford & Co crossed below the 3 % voting-rights threshold in Ryanair.

Q: What is Baillie Gifford’s current stake in Ryanair?

The firm now controls 2.9997 % of voting rights, equivalent to 31,840,150 shares.

Q: How large was Baillie Gifford’s previous holding?

Previously it held 3.965 % of Ryanair’s voting rights, so the stake dropped by roughly 0.97 percentage points.

Q: Does the filing mention any derivatives or financial instruments?

No. The notification confirms no voting rights are held through financial instruments .

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

The issuer reports a total of 1,061,433,265 voting rights.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

Ryanair Holdings plc (RYAAY) has disclosed a change in its shareholder base. In a Form 6-K/TR-1 filing, the company reports that long-time institutional investor Baillie Gifford & Co reduced its stake in Ryanair’s voting share capital to 2.9997 % (31,840,150 shares) as of 30 July 2025, triggering the Irish 3 % reporting threshold. The previous notified position was 3.965 %, implying a disposal of roughly 10.3 million shares (≈0.97 pp of issued voting rights).

The disposal covers both Ryanair’s Irish-listed ordinary shares (IE00BYTBXV33) and its U.S. ADR line (US7835132033):

Irish line: 10.49 m votes (0.9883 %)
ADR line: 21.35 m votes (2.0114 %)

No financial instruments or derivatives were reported. Total issued voting rights remain 1,061,433,265. The notification was signed in Edinburgh on 31 July 2025 and received by Ryanair on 1 August 2025.

While the filing is administrative, Baillie Gifford’s drop below 3 % removes one of Ryanair’s larger institutional holders from the list of notifiable shareholders, potentially signalling portfolio rebalancing or profit-taking ahead of FY-26. No other operational or financial data were furnished.

Positive

None.

Negative

Baillie Gifford reduced its shareholding from 3.965 % to 2.9997 %, indicating lower institutional ownership and potentially weaker sentiment.

Insights

TL;DR: Large holder trims stake below 3 %; mildly negative sentiment signal with limited direct financial impact.

Baillie Gifford cut its ownership by ~0.97 pp, surrendering ‘major holding’ status under Irish rules. Although the absolute sale (~€180-220 m assuming recent prices) is small versus Ryanair’s €23 bn market cap, the move can hint at reduced conviction from a respected long-term growth manager. Liquidity is ample, so price pressure should be minimal, but the disappearance of a top-10 holder could affect perception among other institutions tracking free float and governance dynamics. No change to fundamentals, yet sentiment risk tilts slightly negative.

TL;DR: Crossing below 3 % removes mandatory disclosure; transparency on future trades declines.

Because Baillie Gifford now holds <3 %, subsequent share movements will no longer require public TR-1 filings unless the stake again crosses a relevant threshold. Investors therefore lose a periodic visibility point on a previously monitored holder. However, no control implications arise—stake remains far below blocking levels. Governance risk is limited, but the reduced disclosure could marginally widen the information gap for minority shareholders.

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

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Form 6-K: How Foreign Companies Report to the SEC →

Accepted by SEC EDGAR 08/01/2025 - 02:25 PM

FAQ

Why did Ryanair (RYAAY) file a Form 6-K on 1 August 2025?

To disclose a TR-1 notification that Baillie Gifford & Co crossed below the 3 % voting-rights threshold in Ryanair.

What is Baillie Gifford’s current stake in Ryanair?

The firm now controls 2.9997 % of voting rights, equivalent to 31,840,150 shares.

How large was Baillie Gifford’s previous holding?

Previously it held 3.965 % of Ryanair’s voting rights, so the stake dropped by roughly 0.97 percentage points.

Does the filing mention any derivatives or financial instruments?

No. The notification confirms no voting rights are held through financial instruments.

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

The issuer reports a total of 1,061,433,265 voting rights.

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 August 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 (LEI: 635400BR2ROC1FVEBQ56)
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: Baillie Gifford & Co		City and country of registered office (if applicable): Edinburgh, Scotland
4. Full name of shareholder(s) (if different from 3)v: Baillie Gifford & Co and Baillie Gifford Overseas Limited as discretionary managers for their clients.
5. Date on which the threshold was crossed or reachedvi: 30/07/2025
6. Date on which issuer notified: 01/08/2025
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	2.9997%	N/A	2.9997%	1,061,433,265
Position of previous notification (if applicable)	3.965%	N/A	3.965%

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
Class/type ofshares ISIN code (if possible)	Direct	Indirect	Direct	Indirect
IE00BYTBXV33		10,490,568		0.9883%
US7835132033		21,349,582		2.0114%

SUBTOTAL A	31,840,150		2.9997%

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



		SUBTOTAL B.1

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



			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.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
Baillie Gifford & Co
Baillie Gifford Overseas Limited




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 Edinburgh on 31 July 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.