Flutter Entertainment plc

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of December 31, 2024. Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2024 due to the material weaknesses in our internal control over financial reporting described below. In light of this fact, our management has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the material weakness in our internal control over financial reporting, the consolidated financial statements for the periods covered by and included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.

Management’s Report on Internal Control Over Financial Reporting

Flutter’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Flutter; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Flutter are being made only in accordance with authorizations of management and directors of Flutter; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of Flutter’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Flutter’s management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024, utilizing the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 Framework). Based on the assessment by Flutter’s management, we determined that our internal control over financial reporting was ineffective as of December 31, 2024, due to the material weaknesses in internal control over financial reporting as described below.

Previously Reported Material Weaknesses

As previously reported in Part II, “Item 9A—Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2023, we identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in our internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements would not be prevented or detected on a timely basis.

In order to remediate the identified deficiencies, management developed and commenced execution of a comprehensive remediation plan. While implementation of the remediation plan remains ongoing, in the period ended December 31, 2024, we have taken action in relation to the prior year material weaknesses as follows:

(i) maintaining sufficient evidence of an effective control environment to enable the identification and mitigation of risks of financial reporting errors;

•The Group delivered training programs and awareness sessions on internal control practices, procedures, and Sarbanes-Oxley requirements to management, including control owners, which resulted in an improved level of formalization and documentation of the execution of controls.

•The Group documented process flows and control activities for our financial reporting processes, assisted by external consultants who have extensive experience in internal controls.

•The Group’s internal testing program, enhanced as set out in (vii) below, has increased its focus on the documentation and evidencing of control performance.

(ii) designing and implementing an effective risk assessment to identify and communicate appropriate objectives in relation to financial reporting error and fraud;

•We have documented risk assessments for our financial reporting processes, the creation of which has been supported by external consultants where necessary.

•Additionally, we have developed an effective enterprise-wide risk assessment process.

•Alongside additional planned work to address the assessment of fraud with respect to financial reporting, we believe that these three elements will, when combined, support the remediation process of this material weaknesses.

While progress has been made, management does not believe that this material weakness has been fully remediated as of December 31, 2024.

(iii) designing and implementing effective control activities, including management review controls, in relation to certain complex accounting, valuation and other areas;

•For certain business processes, we reassessed our end-to-end process, performed a new risk assessment, and then identified the relevant control activities to be performed to address those risks. These activities were supported by external consultants who have extensive experience in internal controls and, where relevant, in accounting and SEC matters.

•This work is still ongoing for certain processes, including those operating as entity level controls.

•As completed remediation activities took some time to execute, not all of the redesigned controls were able to operate effectively in 2024 for a sufficient number of occurrences for us to definitively conclude that they have been remediated.

The enhancements made in 2024 will help to support the remediation process if in 2025 these controls operate effectively, and if management is able to redesign, implement and operate effectively new controls in remaining areas. As a result, management does not believe that this material weakness has been remediated as of December 31, 2024.

(iv) designing and implementing effective general IT controls related to user access management and change management of a number of systems;

•Management has designed and implemented enhanced IT processes and controls for many of the systems and tools relevant to internal control over financial reporting.

•Centralization and standardization of some activities with respect to user access and change management for some systems and tools has addressed a number of root causes of control deficiencies, but sustainable operating effectiveness still needs to be demonstrated.

Due to the above, these actions were not sufficient to remediate this material weakness related to user access and change management. Management will continue to address the design and implementation of general IT controls for the remaining systems and tools relevant to internal control over financial reporting , and will seek to further support IT personnel with operating controls effectively.

(v) designing and implementing controls to address requirements relating to the completeness and accuracy of reports used in the operation of controls;

•We delivered internal control over financial reporting training as set out above in (i) and a project was commenced to formalize ad-hoc information extracts into controlled system generated reports.

•As outlined above in (iii), for certain business processes we reassessed our end-to-end process, which included the identification of information used in controls, in particular system generated reports. The remediation activities that took place also considered whether new controls needed to be designed and implemented to ensure the completeness and accuracy of this information, and if so, this was simultaneously addressed.

•For other business processes subject to management’s internal monitoring of internal control over financial reporting, which was enhanced in 2024 as set out in (vii) below, any discrete instances of uncontrolled reports were identified and reported as deficiencies.

(vi) maintaining sufficient documentation to evidence the processes and controls in place to ensure the adequate review over financial reporting as well as the identification and evaluation of the severity of internal control deficiencies, including material weaknesses;

•We have enhanced our external financial reporting process, as outlined above in (iii) and (v). Also, we recruited additional personnel with GAAP and SEC reporting experience to implement and operate the newly designed controls.

•As these activities took some time to execute, not all of the redesigned controls were able to operate effectively in 2024 for a sufficient number of occurrences for us to definitively conclude that they have been remediated.

•We have updated our internal control evaluation processes to adequately identify and assess the severity of internal control deficiencies.

The enhancements made to the external financial reporting process in 2024 will support the remediation process if operation of these controls in 2025 shows that they are able to sustainably operate effectively. Therefore, management has concluded that this material weakness has not been remediated as of December 31, 2024.

and (vii) the adequacy of monitoring procedures to ascertain whether the components of our financial reporting control framework were present and functioning.

•During 2024 we have performed significant recruitment of qualified and experienced individuals within our internal controls assurance team. We also engaged a third party to review our internal controls testing methodology and testing workpapers.

•We have performed regular weekly reporting to communicate internal control deficiencies to those parties responsible for taking corrective action. We also established a monthly governance forum, led by our Chief Financial Officer.

•We have identified more operating effectiveness deficiencies in 2024 as a result of these enhancements. This has consequently had an impact on the remediation plans for the other material weaknesses noted above.

Material Weaknesses

For the year ended December 31, 2024, the material weaknesses we have identified, in the aggregate, relate to:

(i) designing and implementing an effective risk assessment to identify and communicate appropriate objectives in relation to financial reporting error and fraud;

(ii) designing, implementing and operating effective control activities, including management review controls, in relation to certain complex accounting, valuation and other areas, principally the review of manual journal entries, the review of balance sheet reconciliations, the review of cost allocations for income statement presentational purposes, the review of acquisition accounting, the review of treasury accounting and the review of carrying values for impairment testing;

(iii) designing, implementing and operating effective general IT controls related to user access management and change management;

(iv) maintaining sufficient documentation to evidence the processes and controls in place to ensure the adequate review over financial reporting; and

(v) designing, implementing and operating effective control activities in Sisal, our Italian business acquired in August 2022 that operates on a different ERP to the majority of the Group.

Remediation Plans

In order to remediate the identified deficiencies, management has developed and is already executing a comprehensive remediation plan, parts of which have been delivered to-date or for which delivery is in progress, as set out above in “Previously Reported Material Weaknesses”.

While management is working to remediate the identified deficiencies as timely and efficiently as possible, as we became a SEC registrant in 2024, and have experienced sizeable acquisitions in recent years, time has been needed to implement effective internal controls over financial reporting for a Group of our size, increasing complexity and continued growth.

Additionally, in 2024, management commenced a finance transformation project that includes, but is not limited to, the transitioning to an updated cloud-based global enterprise resource planning systems solution, with corresponding business process and internal controls over financial reporting re-engineering. Management is also undertaking a multi-year global IT project focused on comprehensively addressing user access management and identity access on a global basis.

While we continue to work on these projects, the implementation of the remediation plan remains ongoing. The remaining remediation work involves:

(i) assessing the risk of fraud with respect to financial reporting, and combining this with our other risk assessment processes;

(ii) designing and implementing enhanced business processes and controls and ensuring these operate effectively; and

(iii) enhancing our IT processes and controls across the remaining applications for which deficiencies have been identified, particularly in relation to the general IT controls around user access management and change management where operating effectiveness needs to be demonstrated over a sustained period;

While we are working to remediate the identified deficiencies as timely and efficiently as possible, at this time we cannot provide an estimate of the time it will take to complete this remediation plan. It will also be necessary to assess our resourcing within our business and IT processes to ensure that the re-designed control environment can operate effectively and in a sustainable way. The implementation of our remediation measures will require validation and testing of the design and operating effectiveness of internal controls over a sustained period. In addition, we cannot ensure that the measures taken by us to date, and actions that we may take in the future, will be sufficient to remediate these deficiencies or that they will prevent or avoid potential future deficiencies.

Changes in Internal Control over Financial Reporting

We are taking actions to remediate the material weaknesses relating to our internal control over financial reporting, as described above. Except for the improvements to our internal control over financial reporting to remediate the material weaknesses as otherwise described herein, there were no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of Registered Public Accounting Firm

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm, due to a transition period established by the rules of the SEC.