Flutter Entertainment plc
For the period ended Dec 31, 2024. Filed Mar 4, 2025.
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FY2024 · Filed Mar 4, 2025
FLUT$82.51+0.6%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
| 3.1 | Memorandum and Articles of Association of Flutter Entertainment plc (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 1, 2024). |
| 4.1 | Description of Registrant’s securities.* |
| 4.2 | Indenture, dated as of April 29, 2024, by and among Flutter Treasury DAC, as Issuer, the Guarantors party thereto, Citibank, N.A., London Branch, as trustee, paying agent, transfer agent and registrar and Wilmington Trust (London) Limited as security agent (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on April 29, 2024). |
| 4.3 | Form of Senior Secured Notes due 2029 (incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on April 29, 2024). |
| 10.1 | Third Amendment to Syndicated Facility Agreement (including the full Syndicated Facility Agreement, as amended, as Annex A), dated July 29, 2022, among Flutter Entertainment plc, Stars Group Holdings B.V., Flutter Financing B.V., Stars Group (US) Co-Borrower, LLC, the other borrowers, lenders and issuing banks from time to time party thereto, Deutsche Bank AG New York Branch, as the administrative agent, and Lloyds Bank plc, as the collateral agent (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form 20-F, filed with the SEC on January 11, 2024). |
| 10.2 | Syndicated Facility Agreement, dated November 24, 2023, among Flutter Entertainment plc, PPB Treasury Unlimited Company, Betfair Interactive US Financing LLC, TSE Holdings Limited, FanDuel Group Financing LLC, Flutter Financing B.V., the other borrowers, lenders and issuing banks from time to time party thereto, J.P. Morgan SE, as the administrative agent and Lloyds Bank plc, as the collateral agent (incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form 20-F, filed with the SEC on January 11, 2024). |
| 10.3 | First Incremental Assumption Agreement to the Syndicated Facility Agreement, dated March 14, 2024, among Flutter Entertainment plc, PPB Treasury Unlimited Company, Betfair Interactive US Financing LLC, TSE Holdings Limited, FanDuel Group Financing LLC, and Flutter Financing B.V., JPMorgan Chase Bank, N.A., as the First Incremental Term Lender and J.P. Morgan SE, as the administrative agent (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on March 15, 2024). |
| 10.4 | Second Incremental Assumption Agreement to the Syndicated Facility Agreement dated December 19, 2024 among Flutter Entertainment plc, PPB Treasury Unlimited Company, Betfair Interactive US Financing LLC, TSE Holdings Limited, FanDuel Group Financing LLC, and Flutter Financing B.V., Goldman Sachs Bank USA as the Second Incremental Revolving Facility Lender and J.P. Morgan SE, as the administrative agent. * |
| 10.5 | First Repricing Agreement to the Syndicated Facility Agreement dated December 19, 2024, among Flutter Entertainment plc, PPB Treasury Unlimited Company, Betfair Interactive US Financing LLC, TSE Holdings Limited, FanDuel Group Financing LLC, and Flutter Financing B.V., JPMorgan Chase Bank, N.A. and The 2024 Refinancing Term B Rollover (together the 2024 Refinancing Term B Lender) and J.P. Morgan SE, as the administrative agent. * |
| 10.6 | Form of Flutter Entertainment plc Deed of Indemnity (incorporated by reference to Exhibit 4.3 of the Registrant’s Registration Statement on Form 20-F, filed with the SEC on January 11, 2024). |
| 10.7 | Form of The Stars Group, Inc. Indemnification Agreement (incorporated by reference to Exhibit 4.4 of the Registrant’s Registration Statement on Form 20-F, filed with the SEC on January 11, 2024). |
| 10.8 | Rules of the Flutter Entertainment plc 2023 Long Term Incentive Plan (incorporated by reference to Exhibit 4.5 of the Registrant’s Registration Statement on Form 20-F, filed with the SEC on January 11, 2024).† |
| 10.9 | Rules of the Flutter Entertainment plc 2015 Long Term Incentive Plan (incorporated by reference to Exhibit 4.6 of the Registrant’s Registration Statement on Form 20-F, filed with the SEC on January 11, 2024). † |
| 10.10 | Rules of the Flutter Entertainment plc 2016 Restricted Share Plan (incorporated by reference to Exhibit 4.7 of the Registrant’s Registration Statement on Form 20-F, filed with the SEC on January 11, 2024).† |
| 10.11 | Rules of the Flutter Entertainment plc 2015 Medium Term Incentive Plan (incorporated by reference to Exhibit 4.8 of the Registrant’s Registration Statement on Form 20-F, filed with the SEC on January 11, 2024).† |
| 10.12 | Rules of the Flutter Entertainment plc 2015 Deferred Share Incentive Plan (incorporated by reference to Exhibit 4.9 of the Registrant’s Registration Statement on Form 20-F, filed with the SEC on January 11, 2024). † |
| 10.13 | Rules of the Flutter Entertainment plc Sharesave Scheme (as amended November 13, 2024).*† |
| 10.14 | Rules of the Flutter Entertainment plc 2022 Supplementary Restricted Share Plan (as amended November 13, 2024).*† |
| 10.15 | Rules of the Flutter Entertainment plc 2024 Omnibus Equity Incentive Plan (including the Non-Employee Sub-Plan), effective as of June 25, 2024 (incorporated by reference to Exhibit 4.1 of the Registrant’s Form S-8 Registration Statement filed with the SEC on June 26, 2024).† |
| 10.16 | Service Agreement, dated May 8, 2023, by and between Betfair Limited and Peter Jackson.*†+ |
| 10.17 | Confirmation of Ongoing Employment Terms, dated August 19, 2024, by and between Betfair Limited and Peter Jackson.*†+ |
| 10.18 | Restricted Stock Unit Award Notification to Peter Jackson pursuant to the Flutter Entertainment plc 2015 Long Term Incentive Plan, dated August 3, 2022.*† |
| 10.19 | Restricted Stock Unit Award Agreement pursuant to the Flutter Entertainment plc 2024 Omnibus Equity Incentive Plan, dated August 19, 2024, by and between Peter Jackson and Flutter Entertainment plc.*† |
| 10.20 | Letter Agreement, dated October 27, 2021, by and between FanDuel Inc. and Amy Howe.*†+ |
| 10.21 | Amendment to Terms of Employment, dated August 13, 2024, by and between FanDuel Inc. and Amy Howe.*† |
| 10.22 | Proprietary Information and Restricted Activity Agreement, dated February 1, 2021, by and between Amy Howe and FanDuel Inc.*†+ |
| 10.23 | Offer Letter, dated May 30, 2024, from Flutter Entertainment plc to Rob Coldrake.*† |
| 10.24 | Service Agreement, dated May 30, 2024 by and between Betfair Limited and Rob Coldrake.*†+ |
| 10.25 | Letter Agreement, dated January 9, 2025, by and between Betfair Limited and Rob Coldrake.*† |
| 10.26 | Offer Letter, dated January 28, 2020, from Flutter Entertainment plc to Pádraig Ó Ríordáin.*† |
| 10.27 | Service Agreement, dated January 28, 2020 by and between Power Leisure Bookmakers Ltd and Pádraig Ó Ríordáin.*†+ |
| 10.28 | Confirmation of Retirement Arrangements, dated December 12, 2024, by and between Power Leisure Bookmakers Limited and Pádraig Ó Ríordáin.*†+ |
| 10.29 | Offer Letter, dated July 2, 2022, from Flutter Entertainment plc to Ian Brown.*† |
| 10.30 | Service Agreement, dated July 2, 2022, by and between Hestview Limited and Ian Brown.*†+ |
| 10.31 | Settlement Agreement, dated September 24, 2024, by and between Hestview Limited and Ian Brown.*†+˄ |
| 10.32 | Offer Letter, dated February 22, 2023, from Flutter Entertainment plc to Paul Edgecliffe-Johnson.*† |
| 10.33 | Service Agreement, dated February 22, 2023, by and between Betfair Limited and Paul Edgecliffe-Johnson.*†+ |
| 10.34 | Termination Agreement, dated May 30, 2024, by and between Betfair Limited and Paul Edgecliffe-Johnson.*†+˄ |
| 10.35 | Form of Nil Cost Option Award Certificate Pursuant to the Flutter Entertainment plc 2015 Deferred Share Incentive Plan.*† |
| 10.36 | Form of Restricted Stock Unit Award Certificate Pursuant to the Flutter Entertainment plc 2015 Deferred Share Incentive Plan.*† |
| 10.37 | Form of Nil Cost Option Award Certificate Pursuant to the Flutter Entertainment plc 2016 Restricted Share Plan.*† |
| 10.38 | Form of Restricted Stock Unit Award Certificate Pursuant to the Flutter Entertainment plc 2016 Restricted Share Plan.*† |
| 10.39 | Form of Leadership Restricted Share Incentive Award Certificate Pursuant to the Flutter Entertainment plc 2016 Restricted Share Incentive Plan (Nil Cost Options).*† |
| 10.40 | Form of Leadership Restricted Share Incentive Award Certificate Pursuant to the Flutter Entertainment plc 2016 Restricted Share Incentive Plan (RSUs).*† |
| 10.41 | Form of Nil Cost Option Award Certificate Pursuant to the Flutter Entertainment plc 2023 Long Term Incentive Plan.*† |
| 10.42 | Form of Restricted Stock Unit Award Certificate Pursuant to the Flutter Entertainment plc 2023 Long Term Incentive Plan.*† |
| 10.43 | Form of Performance-Based Restricted Stock Unit Award Agreement Pursuant to the Flutter Entertainment plc 2024 Omnibus Equity Incentive Plan.*† |
| 19.1 | Flutter Entertainment plc Group Securities Dealing Code.* |
| 19.2 | Flutter Entertainment plc PDMR Code* |
| 21.1 | List of subsidiaries.* |
| 23.1 | Consent of KPMG.* |
| 31.1 | Certification of Annual Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.* |
| 31.2 | Certification of Annual Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.* |
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
| 97 | Executive Incentive Compensation Clawback Policy (incorporated by reference to Exhibit 97 of the Registrant’s Annual Report on Form 10-K for the for the fiscal year ended December 31, 2023). |
| 101.1 | The following information from Flutter Entertainment plc’s Annual Report on Form 10-K for the year ended December 31, 2024 formatted in Inline XBRL: (i) Consolidated Balance Sheets at December 31, 2024 and December 31, 2023; (ii) Consolidated Statements of Comprehensive (Loss) for the years ended December 31, 2024, 2023 and 2022; (iii) Consolidated Statements of Changes in Shareholders’ Equity and Redeemable Non-Controlling Interests for the years ended December 31, 2024, 2023 and 2022; (iv) Consolidated Statement of Cash Flows for the years ended December 31, 2024, 2023 and 2022; and (v) Notes to the Consolidated Financial Statements.* |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Filed herewith.
†Management contract or compensatory plan or arrangement.
- Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
˄ Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.