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Capital Group now holds 14.89% of Ryanair (NASDAQ: RYAAY) voting rights

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Ryanair Holdings plc reports that The Capital Group Companies, Inc. has reduced its voting interest to 14.89% of Ryanair’s total voting rights. This follows a decrease below the 15.00% threshold on 30 April 2026, from a previously notified level of 15.02%.

The 14.89% position corresponds to 155,094,633 voting rights, out of Ryanair’s 1,041,512,598 total voting rights. These are split between depository receipts representing 142,151,242 voting rights and ordinary shares representing 12,943,391 voting rights. Capital Research and Management Company is listed with a 14.89% holding in the control chain.

Positive

  • None.

Negative

  • None.
Resulting voting rights percentage 14.89% of total voting rights Resulting situation when threshold was crossed on 30 April 2026
Previous voting rights percentage 15.02% of total voting rights Position of previous notification before falling below 15.00%
Total issuer voting rights 1,041,512,598 voting rights Total number of Ryanair voting rights at threshold-crossing date
Total voting rights held 155,094,633 voting rights Subtotal A, voting rights attached to shares held via Capital Group
Depository receipt voting rights 142,151,242 voting rights (13.65%) US7835132033 depository receipts linked to Ryanair
Ordinary share voting rights 12,943,391 voting rights (1.24%) IE00BYTBXV33 ordinary shares of Ryanair
American Funds Fundamental Investors stake 3.59% of voting rights Mutual fund managed by Capital Research and Management Company
Voting rights via financial instruments 0.00% of total voting rights No voting rights held through financial instruments in 9.B tables
voting rights financial
"Total number of voting rights of issuer Resulting situation on the date on which the threshold was crossed or reached"
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 | | 142,151,242 | | 13.65%"
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.
threshold financial
"Threshold(s) that is/are crossed or reached: The Capital Group Companies, Inc. decreased below 15.00% of total voting rights"
proxy voting financial
"11. In case of proxy voting: [name of the proxy holder] will cease to hold"
Proxy voting is a process that allows investors to have their voting power on company decisions exercised by someone else if they cannot attend meetings in person. It ensures that their opinions are still represented, similar to authorizing someone else to vote on their behalf at an election. This helps investors influence company actions even when they cannot be physically present.
discretionary investment management financial
"the shares reported on this Notification are owned by accounts under the discretionary investment management of one or more of the investment management companies"
Discretionary investment management is when an investor gives a professional manager authority to make buying, selling, and allocation decisions for their portfolio without needing prior approval for each trade. It matters because the manager can act quickly and tailor choices to reach agreed goals, like a trusted driver who follows your destination and rules while choosing the best route; investors should care about the manager’s experience, strategy, and fees since those directly affect returns and risk.

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 May 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:
30 Apr 2026
6. Date on which issuer notified:
01 May 2026
7. Threshold(s) that is/are crossed or reached:
The Capital Group Companies, Inc. decreased below 15.00% of total voting rights outstanding. Capital Research and Management Company decreased below 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
14.89%
0.00%
14.89%
1,041,512,598
Position of previous notification (if applicable)
15.02%
0.00%
15.02%
 
 
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
 
142,151,242
 
13.65%
IE00BYTBXV33 Ordinary Shares
 
12,943,391
 
1.24%
 
 
 
 
 
SUBTOTAL A
155,094,633
14.89%
 
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
14.89%
 
14.89%
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)
3.59%
 
3.59%
Total
14.89%
 
14.89%
 
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.
Neither CGC nor any of its affiliates own shares of the Issuer for its own account. Rather, the shares reported on this Notification are owned by accounts under the discretionary investment management of one or more of the investment management companies described above.
 
 
Done at Los Angeles on 01 May 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: 05 May, 2026
 
 
By:___/s/ Juliusz Komorek____
 
 
 
Juliusz Komorek
 
Company Secretary

FAQ

What change in Capital Group’s stake in Ryanair (RYAAY) does this filing show?

The filing shows The Capital Group Companies, Inc. now holds 14.89% of Ryanair’s total voting rights, down from 15.02%. This move means its interest has fallen below the 15.00% threshold of total voting rights outstanding, triggering a major holdings notification.

How many Ryanair voting rights are controlled by Capital Group after this change?

After the change, Capital Group is linked to 155,094,633 Ryanair voting rights, equal to 14.89% of total voting rights. These votes sit within an overall issuer total of 1,041,512,598 voting rights, as disclosed in the major holdings notification table.

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

Capital Group’s Ryanair exposure includes 142,151,242 voting rights via US7835132033 depository receipts, representing 13.65% of voting rights. It also includes 12,943,391 voting rights in IE00BYTBXV33 ordinary shares, representing 1.24%, for a subtotal of 155,094,633 voting rights overall.

Which Capital Group entity is identified with a notifiable Ryanair voting stake?

Within the control chain, Capital Research and Management Company is identified with a 14.89% Ryanair voting stake. American Funds Fundamental Investors, a mutual fund it manages, is separately listed with 3.59% of voting rights, all within the broader Capital Group structure.

Does Capital Group hold Ryanair (RYAAY) shares for its own account?

The disclosure states that neither The Capital Group Companies, Inc. nor its affiliates own Ryanair shares for their own account. Instead, the reported shares belong to client accounts managed on a discretionary basis by Capital Group’s various investment management companies and related entities.