← Back to RYAAY filing summaryThis is the extracted source text from the SEC filing. Formatting may differ from the original document.
History 51
Business Overview 52
Results of Operations 53
FY26 Compared with FY25 53
FY25 Compared with FY24 55
Seasonal Fluctuations 55
Recently Issued Accounting Standards 55
Liquidity and Capital Resources 55
Contractual Obligations 57
Trend Information 58
Off-Balance Sheet Transactions 58
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Item 6. Directors, Senior Management and Employees 59
Directors 59
Senior Management 63
Compensation of Directors and Senior Management 64
Staff and Labor Relations 67
Compensation Recovery 68
Item 7. Major Shareholders and Related Party Transactions 68
Major Shareholders 68
Related Party Transactions 68
Item 8. Financial Information 69
Consolidated Financial Statements 69
Other Financial Information 69
Significant Changes 71
Item 9. The Offer and Listing 71
Trading Markets 71
Item 10. Additional Information 72
Description of Capital Stock 72
Options to Purchase Securities from Registrant or Subsidiaries 72
Articles of Association 74
Material Contracts 75
Exchange Controls 75
Limitations on Share Ownership by Non-EU Nationals 76
Taxation 80
Documents on Display 85
Item 11. Quantitative and Qualitative Disclosures About Market Risk 85
General 85
Fuel Price Exposure and Hedging 86
Carbon Exposure and Hedging 87
Foreign Currency Exposure and Hedging 87
Interest Rate Exposure 88
Item 12. Description of Securities Other than Equity Securities 89
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies 90
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 90
Item 15. Controls and Procedures 90
Disclosure Controls and Procedures 90
Management’s Annual Report on Internal Control Over Financial Reporting 90
Changes in Internal Control Over Financial Reporting 91
Item 16. Reserved 91
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Item 16A. Audit Committee Financial Expert 91
Item 16B. Code of Ethics 91
Item 16C. Principal Accountant Fees and Services 91
Item 16D. Exemptions from the Listing Standards for Audit Committees 92
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 93
Item 16F. Change in Registrant’s Certified Accountant 93
Item 16G. Corporate Governance 93
Item 16H. Mine Safety Disclosure 93
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 93
Item 16J. Insider trading policies 94
Item 16k. Cybersecurity 94
PART III
Item 17. Financial Statements 96
Item 18. Financial Statements 97
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Presentation of Financial and Certain Other Information
As used herein, the term “Ryanair Holdings” refers to Ryanair Holdings plc. The term the “Company” refers to Ryanair Holdings or Ryanair Holdings together with its consolidated subsidiaries, as the context requires. The term “Ryanair” refers to Ryanair DAC, a wholly owned subsidiary of Ryanair Holdings, together with its consolidated subsidiaries, unless the context requires otherwise. The term “Ryanair Group” refers to the wholly owned subsidiary airlines of Ryanair Holdings, including Ryanair Sun S.A. (“Buzz”), Lauda Europe Limited (“Lauda”), Malta Air Limited, Ryanair DAC, and Ryanair UK Limited. The term “Fiscal year” or “FY” refers to the 12-month period ended on March 31 of the quoted year. The term “Ordinary Shares” refers to the outstanding par value 0.600 euro cent per share common stock of the Company. All references to “Ireland” herein are references to the Republic of Ireland. All references to the “UK” herein are references to the United Kingdom and all references to the “United States” or “U.S.” herein are references to the United States of America. References to “U.S. dollars,” “dollars,” “$” or “U.S. cents” are to the currency of the United States, references to “UK pound sterling,” “UK £” and “£” are to the currency of the UK and references to “€,” “euro,” “euros” and “euro cent” are to the euro, the common currency of twenty member states of the European Union (the “EU”), including Ireland. Various amounts and percentages set out in this Annual Report on Form 20-F have been rounded and accordingly may not total.
The Company owns or otherwise has rights to the trademark Ryanair® in certain jurisdictions. See “Item 4. Information on the Company—Trademarks.” This report also makes reference to trade names and trademarks of companies other than the Company.
The Company publishes its annual and interim consolidated financial statements in accordance with International Financial Reporting Standards Accounting Standards as issued by the International Accounting Standards Board (“IASB”).
Additionally, in accordance with its legal obligation to comply with the International Accounting Standards Regulation (EC 1606 (2002)), which applies throughout the EU, the consolidated financial statements of the Company must comply with International Financial Reporting Standards Accounting Standards as adopted by the EU. Accordingly, the Company’s consolidated financial statements and the selected financial data included herein comply with International Financial Reporting Standards Accounting Standards as issued by the IASB and also International Financial Reporting Standards Accounting Standards as adopted by the EU, in each case as in effect for the year ended and as of March 31, 2026 (collectively referred to as “IFRS” throughout).
The Company publishes its consolidated financial statements in euro. Solely for the convenience of the reader, this report contains translations of certain euro amounts into U.S. dollars at specified rates. These translations should not be construed as representations that the converted amounts actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the rates indicated or at any other rate. Unless otherwise indicated, such U.S. dollar amounts have been translated from euro at a rate of €1.00 = $1.1518, or $1.00 = €0.8682, the official rate published by the U.S. Federal Reserve Board in its weekly “H.10” release (the “Federal Reserve Rate”) on March 31, 2026. See “Item 3. Key Information” for information regarding historical rates of exchange relevant to the Company, and “Item 5. Operating and Financial Review and Prospects” and “Item 11. Quantitative and Qualitative Disclosures About Market Risk” for a discussion of the effects of changes in exchange rates on the Company.
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Cautionary Statement Regarding Forward-Looking Information
Except for the historical statements and discussions contained herein, statements contained in this report constitute “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Forward-looking statements may include words such as “expect,” “estimate,” “project,” “anticipate,” “should,” “intend,” and similar expressions or variations on such expressions. Any filing made by the Company with the U.S. Securities and Exchange Commission (the “SEC”) may include forward-looking statements. In addition, other written or oral statements which constitute forward-looking statements have been made and may in the future be made by or on behalf of the Company, including statements concerning its future operating and financial performance, the Company’s share of new and existing markets, general industry and economic trends and the Company’s performance relative thereto and the Company’s expectations as to requirements for capital expenditures and regulatory matters. The Company’s business is to provide a low fares airline service in Europe and North Africa, and its outlook is predominantly based on its interpretation of what it considers to be the key economic factors affecting that business and the European economy.
Forward-looking statements with regard to the Company’s business rely on a number of assumptions concerning future events and are subject to a number of uncertainties and other factors, many of which are outside the Company’s control, that could cause actual results to differ materially from such statements.
It is not reasonably possible to itemize all the many factors and specific events that could affect the outlook and results of an airline operating in the European economy.
Among the factors that are subject to change and could significantly impact Ryanair’s expected results and the price of its securities are the airline pricing environment, fuel costs, competition from new and existing carriers, market prices for the maintenance and replacement of aircraft, costs associated with environmental, safety and security measures, actions of the Irish, UK, European Union (“EU”) and other governments and their respective regulatory agencies, litigation, post-Brexit uncertainties, changes in the structure of the European Union, any further change in the restrictions on the ownership of Ryanair’s ordinary shares and the voting rights of its shareholders and ADR holders, including as a result of regulatory changes or the actions of Ryanair itself, weather related disruptions, ATC strikes and staffing related disruptions, aircraft availability and delays in the delivery of contracted aircraft, dependence on external service providers and key personnel, supply chain disruptions, tariffs, fluctuations in corporate tax rates, currency exchange rates and interest rates, airport access and charges, labour relations, the economic environment of the airline industry, the general economic environment in Ireland, the UK and Continental Europe, continued acceptance of low fares airlines, the general willingness of passengers to travel, war, geopolitical uncertainty and other economic, social and political factors, significant outbreaks of airborne disease and global pandemics such as Covid-19 and unforeseen security events, terrorist attacks and cyber-attacks.
The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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PART I