Capital International Investors reports 6.5% stake in Ryanair

Ryanair Holdings PLC: Capital International Investors filed Amendment No. 3 on a Schedule 13G/A reporting beneficial ownership of 68,212,756 ordinary shares, equal to 6.5% of 1,044,743,868 shares believed outstanding.

Rhea-AI Filing Summary

Ryanair Holdings PLC: Capital International Investors filed Amendment No. 3 on a Schedule 13G/A reporting beneficial ownership of 68,212,756 ordinary shares, equal to 6.5% of 1,044,743,868 shares believed outstanding. The filing lists sole voting power of 67,130,526 and sole dispositive power of 68,212,756. The filing identifies 34,106,378 Depository Receipts representing the reported share count. The amendment is signed by Aaron Espin, Senior Vice President, dated 05/13/2026.

Insights

Institutional Ownership Analyst

Large passive stake reported: 68.2M shares (6.5%) held by Capital International Investors.

Capital International Investors is listed as the beneficial owner of 68,212,756 shares, representing 6.5% of the issuer's stated outstanding common stock of 1,044,743,868 shares as of the filing. The position includes 34,106,378 Depository Receipts that together represent the reported ordinary shares.

The filing shows voting and dispositive powers concentrated within CII: sole voting power 67,130,526 and sole dispositive power 68,212,756. Future trading activity by the holder could affect public float, but timing and intent are not disclosed in the excerpt.

Regulatory Compliance Specialist

Amendment updates a Schedule 13G/A disclosure; no transaction or proceeds are reported.

The document is an amended Schedule 13G/A filing that identifies beneficial ownership and voting/dispositive powers; it does not state any sale, purchase, or cash‑flow treatment. The signature block shows authorization by an SVP on 05/13/2026.

Regulatory implications are limited to disclosure obligations under beneficial ownership rules. Monitoring future amendments or Schedule 13D filings would show any material change in intent or control.

Key Figures

Beneficial ownership: 68,212,756 shares Percent of class: 6.5% Shares believed outstanding: 1,044,743,868 shares +4 more

7 metrics

Beneficial ownership 68,212,756 shares reported in Schedule 13G/A

Percent of class 6.5% of 1,044,743,868 shares believed outstanding

Shares believed outstanding 1,044,743,868 shares outstanding share count cited in filing

Sole voting power 67,130,526 shares sole power to vote or direct the vote

Sole dispositive power 68,212,756 shares sole power to dispose or direct disposition

Depository Receipts 34,106,378 DRs DRs representing the reported ordinary shares

Signature date 05/13/2026 signature by Aaron Espin, Senior Vice President

Key Terms

Schedule 13G/A, Beneficially owned, Depository Receipts, Sole dispositive power

4 terms

Schedule 13G/A regulatory

"Amendment No. 3 on a Schedule 13G/A reporting beneficial ownership"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

Beneficially owned financial

"Amount beneficially owned: 68,212,756"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Depository Receipts financial

"Shares reported include 34,106,378 Depository Receipts"

A depository receipt is a tradable certificate issued by a bank that represents ownership of shares held in a foreign company, letting investors buy and sell those shares on their local stock market without dealing with the foreign exchange and custody details. Think of it as a local receipt for a piece of a foreign company kept in a secure vault abroad; it matters because it makes international investing easier, often increases liquidity, and can affect dividend payments and currency risk.

Sole dispositive power regulatory

"Sole power to dispose or to direct the disposition of: 68,212,756"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does Capital International Investors report in RYAAY?

Capital International Investors reports beneficial ownership of 68,212,756 shares, representing 6.5% of 1,044,743,868 shares believed outstanding. The figure includes 34,106,378 Depository Receipts that correspond to the reported ordinary shares.

Does the Schedule 13G/A amendment show voting control for RYAAY?

Yes. The filing lists sole voting power of 67,130,526 shares held by Capital International Investors. It also reports sole dispositive power of 68,212,756 shares, per the amendment signed on 05/13/2026.

Who signed the amendment to the Schedule 13G/A for RYAAY?

The amendment is signed by Aaron Espin, identified as Senior Vice President. The signature date in the excerpt is 05/13/2026, attesting to the reported beneficial ownership figures.

Does this filing report any purchases or sales of RYAAY shares?

No. The Schedule 13G/A amendment discloses beneficial ownership and voting/dispositive powers; it does not report any specific purchases, sales, or cash proceeds in the provided excerpt.

How many Depository Receipts are included in the reported RYAAY position?

The filing states 34,106,378 Depository Receipts, which the amendment says represent 68,212,756 Ordinary Shares included in the reported beneficial ownership total of 68,212,756 shares.

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

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Accepted by SEC EDGAR 05/14/2026 - 12:52 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Ryanair Holdings PLC

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G7727C186

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): G7727C186

1

Names of Reporting Persons

Capital International Investors

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 67,130,526.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 68,212,756.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

68,212,756.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.5 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Ryanair Holdings PLC
(b)	Address of issuer's principal executive offices: C/O Ryanair Ltd Corporate Head Office, Dublin Airport, Dublin, County Dublin 3538444440, Ireland
Item 2.
(a)	Name of person filing: Capital International Investors
(b)	Address or principal business office or, if none, residence: 333 South Hope Street, 55th Fl, Los Angeles, CA 90071
(c)	Citizenship: N/A
(d)	Title of class of securities: Ordinary Shares
(e)	CUSIP No.: G7727C186
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 68,212,756 ** **Capital International Investors ("CII") is a division of Capital Research and Management Company ("CRMC"), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited (together with CRMC, the "investment management entities"). CII's divisions of each of the investment management entities collectively provide investment management services under the name "Capital International Investors." CII is deemed to be the beneficial owner of 68,212,756 shares or 6.5% of the 1,044,743,868 shares believed to be outstanding. Shares reported include 34,106,378 Depository Receipts, which represent 68,212,756 Ordinary Shares.
(b)	Percent of class: 6.5 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 67,130,526
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 68,212,756
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Capital International Investors

Signature:	Aaron Espin
Name/Title:	Senior Vice President
Date:	05/13/2026