Capital Group lifts Ryanair (NASDAQ: RYAAY) voting stake above 15%

Rhea-AI Filing Summary

Ryanair Holdings plc reports that The Capital Group Companies, Inc. has increased its holding above 15% of the company’s voting rights. As of 23 April 2026, Capital Group controls 15.02% of voting rights, or 156,847,628 voting shares, out of 1,043,931,708 total voting rights outstanding.

Insights

Equity ownership & governance analyst

Capital Group now holds just over 15% of Ryanair’s voting rights.

The filing shows The Capital Group Companies, Inc. crossing the 15% voting-rights threshold in Ryanair Holdings plc, reaching 15.02% of total voting rights. This stake is held mainly through depository receipts and ordinary shares managed by Capital Research and Management Company.

Crossing a disclosure threshold signals that a large institutional investor has become a more significant voting bloc. The effect on strategy or governance is not detailed here; it depends on how actively Capital Group chooses to use its voting power in future shareholder decisions.

Key Figures

Current voting rights stake: 15.02% Previous voting rights stake: 14.03% Voting rights held: 156,847,628 voting rights +4 more

7 metrics

Current voting rights stake 15.02% Capital Group share of Ryanair voting rights after threshold crossing

Previous voting rights stake 14.03% Capital Group share of Ryanair voting rights before this notification

Voting rights held 156,847,628 voting rights Total voting rights in Ryanair controlled by Capital Group

Total issuer voting rights 1,043,931,708 voting rights Ryanair total voting rights outstanding at the notification date

Depository receipt voting share 13.82% Voting rights from US7835132033 depository receipts held by Capital Group

Ordinary share voting share 1.20% Voting rights from IE00BYTBXV33 ordinary shares held by Capital Group

American Funds share 3.58% Ryanair voting rights held by American Funds Fundamental Investors

Key Terms

voting rights, Depository Receipt, financial instruments, Central Bank of Ireland, +2 more

6 terms

voting rights financial

"Total number of voting rights of issuer | Resulting situation"

Voting rights are the ability of shareholders to have a say in important company decisions, like choosing leaders or approving big changes. They matter because they give owners a voice in how the company is run, similar to how voters influence elections, ensuring the company acts in shareholders’ interests.

Depository Receipt financial

"US7835132033 Depository Receipt | | 144,271,252 | | 13.82%"

A depository receipt is a bank-issued certificate that represents ownership of shares in a foreign company and can be bought and sold on a local stock market without directly trading on the foreign exchange. Think of it like a local receipt for a foreign product that lets you shop at home; it makes cross-border investing simpler and more liquid, but still carries risks from the underlying foreign shares and currency movements.

financial instruments financial

"% of voting rights through financial instruments (total of 9.B.1 + 9.B.2)"

Financial instruments are assets or contracts that hold monetary value and can be bought, sold, or traded. They serve as tools for investors to grow, protect, or transfer money, much like how a ticket or voucher can be used to access goods or services. These instruments help individuals and organizations manage financial goals and risks across different markets and economic conditions.

Central Bank of Ireland regulatory

"NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the Central Bank of Ireland)"

threshold financial

"Threshold(s) that is/are crossed or reached: The Capital Group Companies, Inc. increased above 15.00%"

full chain of controlled undertakings regulatory

"Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held"

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 April 2026

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: The Capital Group Companies, Inc.		City and country of registered office (if applicable): Los Angeles, USA
4. Full name of shareholder(s) (if different from 3.): See Box 10
5. Date on which the threshold was crossed or reached: 23 Apr 2026
6. Date on which issuer notified: 24 Apr 2026
7. Threshold(s) that is/are crossed or reached: The Capital Group Companies, Inc. increased above 15.00% of total voting rights outstanding. Capital Research and Management Company increased above 15.00% of total voting rights outstanding.

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	15.02%	0.00%	15.02%	1,043,931,708
Position of previous notification (if applicable)	14.03%	0.00%	14.03%

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
US7835132033 Depository Receipt		144,271,252		13.82%
IE00BYTBXV33 Ordinary Shares		12,576,376		1.20%
SUBTOTAL A	156,847,628		15.02%

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
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

Expiration date

Exercise/ Conversion Period

Physical or cash settlement

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. [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
Capital Research and Management Company	15.02%		15.02%
Capital International, Inc.
Capital International Sarl
Capital International Limited
Capital Group Private Client Services, Inc.
American Funds Fundamental Investors (a mutual fund managed by Capital Research and Management Company)	3.58%		3.58%
Total	15.02%		15.02%

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:

The Capital Group Companies, Inc. (”CGC”) is the parent company of Capital Research and Management Company (”CRMC”) and Capital Bank & Trust Company (”CB&T”). CRMC is a U.S.-based investment management company that serves as investment manager to the American Funds family of mutual funds, other pooled investment vehicles, as well as individual and institutional clients. CRMC and its investment manager affiliates manage equity assets for various investment companies through three divisions, Capital Research Global Investors, Capital International Investors and Capital World Investors. CRMC is the parent company of Capital Group International, Inc. (”CGII”), which in turn is the parent company of six investment management companies (”CGII management companies”): Capital International, Inc., Capital International Limited, Capital International Sàrl, Capital International K.K., Capital Group Private Client Services Inc, and Capital Group Investment Management Private Limited. CGII management companies primarily serve as investment managers to institutional and high net worth clients. CB&T is a U.S.-based registered investment adviser and an affiliated federally chartered bank.

Done at Los Angeles on 24 Apr 2026.

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: 27 April, 2026

By:___/s/ Juliusz Komorek____

Juliusz Komorek

Company Secretary

FAQ

What change in ownership does this Ryanair (RYAAY) filing disclose?

Ryanair discloses that The Capital Group Companies, Inc. increased its holding to 15.02% of total voting rights. Previously it held 14.03%. This move reflects additional share accumulation by a major institutional investor, giving it a larger voice in shareholder votes.

How many Ryanair (RYAAY) voting rights does Capital Group now control?

Capital Group now holds 156,847,628 Ryanair voting rights, representing 15.02% of the issuer’s 1,043,931,708 total voting rights. These are mainly US depository receipts and Irish ordinary shares, consolidating Capital Group’s position as a significant shareholder.

When did Capital Group cross the 15% voting threshold in Ryanair (RYAAY)?

Capital Group crossed the 15% voting-rights threshold on 23 April 2026. Ryanair was notified on 24 April 2026, and the event is documented in this Form 6-K and accompanying TR-1 notification filed with the relevant authorities.

How is Capital Group’s Ryanair (RYAAY) stake split between depository receipts and shares?

Capital Group’s position consists of 144,271,252 US7835132033 depository receipts, equal to 13.82% of voting rights, and 12,576,376 IE00BYTBXV33 ordinary shares, equal to 1.20%. Together these holdings total 156,847,628 voting rights, or 15.02% of Ryanair.

Does Capital Group use financial instruments for its Ryanair (RYAAY) exposure?

The notification states 0.00% of Ryanair voting rights are held through financial instruments. All 15.02% of voting rights arise from direct holdings of depository receipts and ordinary shares, without additional derivative or similar financial-instrument exposure reported.

Which Capital Group entities are linked to the Ryanair (RYAAY) holding?

The filing attributes the voting rights to a chain of Capital Group entities, with Capital Research and Management Company listed at 15.02%. It also notes American Funds Fundamental Investors, a mutual fund it manages, holding 3.58% within that overall position.