Ryanair (NASDAQ: RYAAY) reports Rothschild & Co 2.976328% voting rights position

Rhea-AI Filing Summary

Ryanair Holdings plc reports a notification of major holdings from Rothschild & Co Wealth Management UK Limited, which crossed a disclosure threshold on 15 December 2025.

The filing shows Rothschild & Co Wealth Management UK Limited controlling 31,278,384 voting rights in Ryanair through ordinary shares and ADRs, representing 2.976328% of voting rights. The firm acts as a discretionary investment manager in relation to this shareholding and is part of a controlled group structure.

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

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 December 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: ROTHSCHILD & CO WEALTH MANAGEMENT UK LIMITED		City and country of registered office (if applicable): LONDON, ENGLAND
4. Full name of shareholder(s) (if different from 3.)v:
5. Date on which the threshold was crossed or reachedvi: 15th DECEMBER 2025
6. Date on which issuer notified: 16th DECEMBER 2025
7. Threshold(s) that is/are crossed or reached: < 3% OF TOTAL VOTING RIGHTS
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	2.976328%	0.00%	2.976328%	1,050,905,143
Position of previous notification (if applicable)	3.001091%	0.00%	3.001091%

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
Ordinary Shares (ISIN : IE00BYTBXV33)				31,050,194				2.954614%
ADR's (ISIN : US7835132033				228,190				0.021714%
SUBTOTAL A				31,278,384				2.976328%
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
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	Expirationdatex		Exercise/Conversion Period xi		Physical or cash settlementxii		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.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
Rothschild & Co Wealth Management UK 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: Rothschild & Co Wealth Management UK Limited acts as discretionary investment manager in relation the shareholding subject to this disclosure

Done at London on 16th DECEMBER 2025.

Annex: Notification of major holdings (only to be filed with the Central Bank of Ireland and not with the relevant issuer)

A: Identity of the person subject to the notification obligation

Full name (including legal form for legal entities)

ROTHSCHILD & CO WEALTH MANAGEMENT UK LIMITED

Contact address (registered office for legal entities)

NEW COURT, ST SWITHIN'S LANE, LONDON EC4N 8AL

E-Mail

andy.voong@rothschildandco.com

Phone number / Fax number

+44 20 7280 5099

Other useful information (at least legal a contact person for legal persons)

B: Identity of the notifier, if applicable

Full name

Contact address

E-Mail

Phone number / Fax number

Other useful information (e.g. functional relationship with the person or legal entity subject to the notification obligation)

C: Additional information:

The Central Bank of Ireland ("Central Bank") may process personal data provided by you in order to fulfil its statutory functions or to facilitate its business operations. Any personal data will be processed in accordance with the requirements of data protection legislation. Any queries concerning the processing of personal data by the Central Bank may be directed to dataprotection@centralbank.ie. A copy of the Central Bank's Data Protection Notice is available at www.centralbank.ie/fns/privacy-statement.

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: 16 December, 2025

By:___/s/ Juliusz Komorek____

Juliusz Komorek

Company Secretary

FAQ

What major shareholding did Ryanair (RYAAY) disclose in December 2025?

Ryanair disclosed that Rothschild & Co Wealth Management UK Limited holds 31,278,384 voting rights in the company, equal to 2.976328% of voting rights.

How is Rothschild & Co Wealth Management UK Limited’s Ryanair (RYAAY) stake structured?

The stake consists of voting rights attached to ordinary shares (ISIN IE00BYTBXV33) and ADRs (ISIN US7835132033), totaling 31,278,384 voting rights.

When was the Ryanair (RYAAY) voting rights threshold crossed by Rothschild & Co?

The voting rights disclosure states that the relevant threshold was crossed or reached on 15 December 2025, with notification to the issuer on 16 December 2025.

In what capacity does Rothschild & Co Wealth Management UK Limited hold Ryanair (RYAAY) shares?

Rothschild & Co Wealth Management UK Limited acts as a discretionary investment manager in relation to the Ryanair shareholding covered by this disclosure.

Does the Ryanair (RYAAY) filing mention financial instruments beyond shares and ADRs?

The notification sections for financial instruments under Regulations 17(1)(a) and 17(1)(b) are completed as N/A, indicating no such reportable instruments in this position.

Which regulator receives the Ryanair (RYAAY) major holdings notification?

The standard form is a Notification of Major Holdings to the issuer and the Central Bank of Ireland, in line with Irish transparency regulations.