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

Rhea-AI Filing Summary

Ryanair Holdings plc (RYAAY) has filed a Form 6-K disclosing an Article 19 Market Abuse Regulation transaction by Director Michael O’Leary. On 23 July 2025 in Dublin, O’Leary sold 1,000,000 ordinary shares (ISIN IE00BYTBXV33) at €24.50 each, generating gross proceeds of approximately €24.5 million. The filing identifies the sale as a single transaction and provides the company’s LEI (635400BR2ROC1FVEBQ56).

No operational performance, earnings data or other material events are included; the document is limited to the mandatory insider dealing notice and signature block. While the transaction’s motive is not stated, the size of the disposal may attract investor attention given the involvement of a person discharging managerial responsibilities (PDMR). The timely submission demonstrates compliance with both EU MAR requirements and SEC Rule 13a-16 for foreign private issuers.

Positive

• Regulatory transparency upheld through prompt MAR Article 19 and SEC Form 6-K disclosure.

Negative

• Michael O’Leary sold 1,000,000 shares at €24.50 (€24.5 m), a sizeable insider sale that could pressure short-term sentiment.

Insights

Financial Analyst

TL;DR: Director sold €24.5 m in stock; compliance clear, sentiment mildly negative.

Ryanair’s 6-K reports Michael O’Leary’s sale of one million shares at €24.50. Insider disposals of this magnitude often raise questions about management’s outlook or personal liquidity needs, yet the filing offers no rationale. From a governance perspective, the prompt MAR/SEC disclosure is positive. Absent additional context, the event is modestly negative for sentiment but not fundamentally transformative. Monitoring follow-on transactions or commentary will be important to gauge any strategic implications.

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- ________

Notification of Transactions by Persons Discharging Managerial Responsibilities and Persons Closely Associated with them

This form is required for disclosure of transactions under Article 19 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation)

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Michael O'Leary
		2	Reason for the notification
a)	Position/status	Director
b)	Initial Notification Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Ryanair Holdings Plc
b)	LEI	635400BR2ROC1FVEBQ56
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial  instrument, type  of instrument Identification code	Ordinary Shares of nominal value €0.006 each ISIN: IE00BYTBXV33
b)	Nature of the transaction	Sale of Ordinary Shares
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		€24.50	1,000,000
d)	Aggregated information - Aggregated volume - Price	Not applicable - single transaction
e)	Date of the transaction	23 July 2025
f)	Place of the transaction	Dublin, Ireland
g)	Additional Information	Not applicable

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: 23 July, 2025

By:___/s/ Juliusz Komorek____

Juliusz Komorek

Company Secretary

FAQ

What did Ryanair (RYAAY) disclose in the July 2025 Form 6-K?

The filing reports Director Michael O’Leary’s sale of 1,000,000 ordinary shares at €24.50 each on 23 July 2025.

How large was Michael O’Leary’s share sale?

He disposed of one million shares, generating gross proceeds of about €24.5 million.

When and where did the transaction occur?

The sale occurred on 23 July 2025 in Dublin, Ireland.

Does the 6-K include any earnings or guidance updates for Ryanair?

No. The document is limited to the insider transaction notice and contains no financial performance data.

Why is this filing required?

EU Market Abuse Regulation (Article 19) mandates public disclosure of PDMR transactions; Ryanair also furnishes it to the SEC under Rule 13a-16.