Flutter Entertainment plc

1. DESCRIPTION OF BUSINESS

Flutter Entertainment plc (the “Company” or “Flutter”) and its subsidiaries (together referred to as the “Group”) is a global online sports betting and iGaming entity, operating some of the world’s most innovative, diverse and distinctive online sports betting and gaming brands such as FanDuel, Sky Betting & Gaming, Sportsbet, PokerStars, Paddy Power, Sisal, tombola, Betfair, TVG, Junglee Games, Adjarabet, MaxBet, Snai and Betnacional. As of June 30, 2025, the Group offers its products in around 100 countries. The Company is a public limited company incorporated and domiciled in the Republic of Ireland with operational headquarters in New York.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation — These unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”) for interim reporting and the rules and regulations of the United States Securities and Exchange Commission (“SEC”). As such, certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Group’s audited consolidated financial statements as of and for the year ended December 31, 2024. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Group’s consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 4, 2025 (the “2024 Annual Report”). These condensed consolidated financial statements are unaudited; however, in the opinion of management, they include all normal and recurring adjustments necessary for a fair presentation of the Group’s unaudited condensed consolidated financial statements for the periods presented. Results of operations reported for interim periods are not necessarily indicative of results for the entire year, due to seasonal fluctuations in the Group’s revenue as a result of the timing of various sports seasons, sporting events and other factors.

Use of Estimates — During the second quarter of fiscal 2025, the Group completed a review of useful lives of customer relationships as a consequence of certain platform integration initiatives. The Group revised the remaining estimated useful lives of PokerStars’ and Sky Betting & Gaming’s customer relationships from 16 to 8 years and from 16 to 11 years, respectively, effective April 1, 2025. The Group accounted for the change in estimated remaining useful lives as a change in estimate under ASC 250 “Accounting Changes and Error Corrections”. The impact of the change in estimate was accounted for prospectively effective as of April 1, 2025, resulting in an increase in depreciation and amortization expense of $35 million ($32 million after tax, or a decrease of $0.18 per diluted share) for the three and six months ended June 30, 2025. The change in the useful lives is expected to increase depreciation and amortization expense by $137 million ($124 million after tax), $130 million ($118 million after tax), and $80 million ($74 million after tax) for the years ending December 31, 2025, 2026, and 2027, respectively.

Recent Accounting Pronouncements Adopted

In the six months ended June 30, 2025, the Group adopted Accounting Standards Update (“ASU”) 2024-01, Compensation – Stock Compensation (Topic 718): which clarifies how an entity determines whether a profit interest or similar award is (1) within the scope of ASC 718 or (2) not a share-based payment arrangement and therefore within the scope of other guidance. The Group has assessed the impact of ASU 2024-01 and the adoption of this new standard did not have a material effect on the Group's consolidated financial condition, results of operations or cash flows.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, additional disclosures primarily related to the income tax rate reconciliation and income taxes paid. The expanded annual disclosures are effective for the year ending December 31, 2025. The Group is currently evaluating the impact that ASU 2023-09 will have on our consolidated financial statements and whether we will apply the standard prospectively or retrospectively.

In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires disclosure, in the notes to consolidated financial statements, of specified information about certain costs and expenses. The ASU’s amendments are effective for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027 with early adoption permitted. The Group is currently assessing the timing of adoption and the potential impacts of ASU 2024-03. The impact of the adoption will be limited to disclosure in the notes to the consolidated financial statements.

3. SEGMENTS AND DISAGGREGATION OF REVENUE

Effective from the first quarter of 2025, the Group has realigned its internal organizational structure, and as a result of this realignment, the Group updated its reportable segments to havetwo reportable segments:

•U.S.; and

•International (which includes what was formerly the UKI, International and Australia segments)

Segment results for the three and six months ended June 30, 2024, have been revised to reflect the change in reportable segments.

The Group’s chief operating decision maker (“CODM”) is the Group’s Chief Executive Officer.

The CODM uses Adjusted EBITDA to allocate resources for each operating segment predominantly in the annual budget and forecasting process. The CODM evaluates performance based on the Adjusted EBITDA of each operating segment by comparing actual results to previously forecasted financial information on a monthly basis. Adjusted EBITDA of each segment is defined as net income before income taxes; other (expense) income, net; interest expense, net; depreciation and amortization; transaction fees and associated costs; restructuring and integration costs; legal settlements; impairment of property and equipment and intangible assets and share-based compensation charge.

The Group manages its assets on a total company basis, not by operating segment. Therefore, the CODM does not regularly review any asset information by operating segment and accordingly, the Group does not report asset information by operating segment.

The following tables present the Group’s segment information:

1. iGaming revenue includes iGaming, Poker and Lottery.

The following table presents the International segment disaggregated revenue:

6. Other regions comprises PokerStars’ non-Italian operations and Betfair’s non-Brazilian business.

The information below summarizes revenue from external customers by country for the three and six months ended June 30, 2025 and 2024:

The information below shows the reconci liation of reportable segment Adjusted EBITDA to income before income taxes for the three and six months ended June 30, 2025 and 2024:

1. Unallocated corporate overhead includes shared technology, research and development, sales and marketing, and general and administrative expenses that are not allocated to specific segments.

2. During the three and six months ended June 30, 2025, transaction costs of $19 million and $20 million, respectively, relate to the Snai and NSX acquisitions. During the three and six months ended June 30, 2024, advisory fees of $16 million and $45 million, respectively, primarily relate to implementation of internal controls, information system changes and other strategic advisory fees related to the change in the primary listing of the Group.

3. During the three and six months ended June 30, 2025, costs of $70 million and $111 million, respectively, (three and six months ended June 30, 2024: $22 million and $45 million, respectively) primarily relate to various restructuring, acquisition integration and other strategic initiatives to drive synergies. The programs are expected to run until 2027. These actions include efforts to consolidate and integrate our technology infrastructure, back-office functions and relocate certain operations to lower cost locations. It also includes business process re-engineering cost, planning and design of target operating models for the Group's enabling functions and discovery and planning related to the Group's anticipated migration to a new enterprise resource planning system. The costs primarily include severance expenses, advisory fees and temporary staffing costs.

The following table shows the significant segment expense categories that are regularly provided to the CODM and included in segment profit and lossfor the three and six months ended June 30, 2025 and 2024:

1. Reportable segment cost of sales excludes amortization of certain capitalized development costs, share-based compensation of revenue-associated personnel and restructuring and integration cost directly associated with revenue-generating activities.

2. Reportable segment technology, research and development expenses excludes share-based compensation for technology developers and product management employees, depreciation and amortization related to computer equipment and software not directly associated with revenue earning activities and restructuring and integration costs.

3. Reportable segment sales and marketing expenses exclude amortization of trademarks and customer relations, share-based compensation expenses of sales and marketing personnel and restructuring and integration costs.

4. Reportable segment general and administrative expenses exclude share-based compensation for executive management, finance administration, legal and compliance, and human resources, depreciation and amortization, transaction fees and associated costs and restructuring and integration costs.

The following table shows depreciation and amortization excluding amortization of acquired intangibles and share-based compensation expenses, excluding share-based compensation for the Group's executive management, finance, legal and compliance, and human resources functions by reportable segment that are regularly provided to the CODM for reviewfor the three and six months ended June 30, 2025 and 2024:

4. OTHER (EXPENSE) INCOME, NET

The following table shows the detail of other (expense) income, net for the three and six months ended June 30, 2025 and 2024:

5. INTEREST EXPENSE, NET

The following table shows the detail of interest expense, net for the three and six months ended June 30, 2025 and 2024:

6. INCOME TAXES

The provision for income taxes for the three and six months ended June 30, 2025 is based on our projected annual effective tax rate for fiscal 2025, adjusted for specific items that are required to be recognized in the interim period in which they are incurred. The Group’s effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to tax attributes.

The Group’s effective income tax rate was 82.0% for the three months ended June 30, 2025, compared with an effective tax rate of 15.1% for the three months ended June 30, 2024. The Group’s effective income tax rate was 33.5% for the six months ended June 30, 2025, compared to 36.0% for the six months ended June 30, 2024. The change in the effective tax rate for these periods is primarily due to the net impact of jurisdictional mix of earnings, utilization of U.S. federal deferred tax assets in fiscal 2024, withholding tax on earnings planned to be repatriated, and discrete items. The discrete items primarily comprised of the change in the fair value gain (loss) on the Fox Option liability, loss making jurisdictions for which no tax benefit is recognized, income tax expense resulting from the reorganization of our Betfair Brazil business, and an increase in our liabilities for various unrecognized tax benefits.

On July 4, 2025, the One Big Beautiful Bill (“OBBB”) Act, which includes a broad range of tax reform provisions, was signed into law in the United States and we continue to assess its impact. We currently do not expect the OBBB Act to have a material impact on our estimated annual effective tax rate in 2025. As the legislation was signed into law after the close of our second quarter, the impacts are not included in our operating results for the three and six months ended June 30, 2025.

As previously reported, we have received a discovery assessment from His Majesty’s Revenue and Customs authority (“HMRC”) relating to an intragroup transfer of intellectual property from the United Kingdom to United States for the year ended December 31, 2020. As of June 30, 2025, we are in the process of appealing this assessment and previously recognized a unrecognized tax benefit for the estimated settlement which is included in Other non-current liabilities in the Condensed Consolidated Balance Sheet. We do not expect to resolve this matter in the near term and will continue to reassess the recognition and measurement criteria of the tax position. While the Group believes that we have strong arguments, there can be no assurance this matter will be resolved favorably.

Each year the Group files hundreds of tax returns in various national, state, and local income taxing jurisdictions in which it operates. These tax returns are subject to examination and possible challenge by the tax authorities. The Group has ongoing income tax audits in various jurisdictions and evaluates tax positions that may be challenged by tax authorities in accordance with accounting for income taxes and accounting for uncertainty in income taxes. As of June 30, 2025, we have recorded an additional $16 million of income tax expense related to various unrecognized tax benefits and $8 million of interest and penalties.

Effective from fiscal 2024, the Organization for Economic Co-operation and Development (OECD) Global Anti-Abuse Erosion (GLoBE) rules under Pillar Two have been enacted by various countries in which the Group operates. The Group currently does not expect a material impact to the effective tax rate in connection with Pillar Two for the current year ending December 31, 2025.

7. EARNINGS PER SHARE

The following table sets forth the computation of the Group’s basic and diluted net earnings per ordinary share attributable to the Group:

The number of options excluded from the diluted weighted average number of ordinary share calculation due to their effect being anti-dilutive as the assumed proceeds were greater than the average market price wasnil for the three and six months ended June 30, 2025, respectively (458,811 and 462,122 for the three and six months ended June 30, 2024, respectively).

8. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables present the changes in accumulated other comprehensive income (loss) by component for the three and six months ended June 30, 2025 and 2024:

9. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following as of June 30, 2025, and December 31, 2024:

10. OTHER CURRENT LIABILITIES

Other current liabilities consisted of the following as of June 30, 2025, and December 31, 2024:

Loss contingencies include accruals related to regulatory investigations and proceedings including those relating to gaming taxes to the extent to which they may apply to our business and industry.

The Group includes the contract liability in relation to sports betting open positions in the Condensed Consolidated Balance Sheet. The contract liability balance was as follows:

1 Includes $1 million included in Other non-current liabilities.

Due to the short term nature of our contract liabilities, a substantial portion of the contract liability at the beginning of the period is recognized in revenue in the immediate subsequent reporting period.

11. GOODWILL

During the first quarter of 2025, following the change of reportable segments as described in Note 3 “Segments and Disaggregation of Revenue”, the Group reorganized its reporting structure within the International segment. This change resulted in the International segment consisting offive reporting units, namely Junglee, Sportsbet, Southern Europe and Africa (comprising the Italian operations of our Sisal and PokerStars brands as well as Sisal’s business in Turkey and Morocco), Central and Eastern Europe (comprising Adjarabet in Georgia and Armenia together with MaxBet in Serbia, Bosnia Herzegovina, North Macedonia and Montenegro), and UKI (comprising Sky Bet, Paddy Power, tombola, Betfair and PokerStars’ non-Italian operations).

During the second quarter of 2025, upon the completion of Snai acquisition, Snai became part of the Southern Europe and Africa reporting unit. Upon the completion of NSX acquisition, a new reporting unit of Brazil was formed, comprising Betfair Brazil and Betnacional. Betfair Brazil was previously included in the UKI reporting unit.

As of June 30, 2025, the provisional goodwill of $1,505 million from the Snai acquisition has been allocated to the Southern Europe and Africa reporting unit, and the provisional goodwill of $414 million from the NSX acquisition has been allocated to the Brazil reporting unit.

12. BUSINESS COMBINATIONS

Acquisition of Snai

On April 30, 2025, we completed the acquisition of 100% of the outstanding shares of Pluto (Italia) S.p.A, the holding company that owns Snaitech S.p.A (“Snai”), one of Italy’s leading omni-channel operators in the sports betting and iGaming market, for a consideration of approximately $2.6 billion (€2.3 billion).

The following table summarizes the provisional purchase price allocation and fair value of the assets and liabilities acquired in the Snai acquisition:

Included within the intangible assets was a provisional amount of $1,437 million of separately identifiable intangible assets, net comprising trademarks, online customer relationships, point of sale network, licenses, and technology acquired as part of the acquisition, with the additional effect of a deferred tax liability of $407 million arising from book and tax basis differences generated upon the acquisition. The book value approximated to the fair value on the remaining assets as all amounts are expected to be received.

The provisional fair value of trademarks identified amounted to $717 million and was estimated using the Relief from Royalty Method. Significant assumptions included: (i) royalty rate of 6.5% applied to the projected revenues for the remaining useful life of the tradename to estimate the royalty savings and (ii) a discount rate of 12.5%. Trademarks are amortized over their expected useful economic life of 20 years.

The fair value of online customer relationships identified was a provisional amount of $490 million and was estimated using the Multi-Period Excess Earnings Method. Significant assumptions included: (i) expectations for the future after-tax cash flows arising from the follow-on revenue from online customer relationships that existed on the acquisition date over their estimated lives, (ii) a customer attrition rate of 5%, less a contributory assets charge of 8.2%, and (iii) a discount rate applied of 11.5%. Online customer relationships are being amortized over their expected useful economic life of 12 years.

The fair value of point of sale network was a provisional amount of $125 million and was estimated using the Multi-Period Excess Earnings Method. Significant assumptions included (i) expectations for the future after-tax cash flows arising from the follow-on revenue from point of sale network relationships that existed on the acquisition date over their estimated lives, (ii) a point of sale churn rates of 1.5%, less a contributory assets charge of 8.5%, and (iii) a discount rate applied of 11.5%. The point of sale network is amortized over its expected useful economic life of 20 years.

Acquisition-related costs of $17 million and $18 million were included in general and administrative expenses in the Group’s Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2025. The acquisition-related costs incurred during three and six months ended June 30, 2024 werenot material.

The gross contractual amount for trade receivables and other receivables due is $166 million, with a loss allowance of $30 million recognized on acquisition.

The goodwill created by the acquisition is generally not deductible for tax purposes. Key factors that made up the goodwill included expected synergies from the combination of operations, products and the knowledge and experience of the acquired workforce. The goodwill has been allocated to the International segment and the Southern Europe and Africa reporting unit.

As of the date these unaudited consolidated financial statements were issued, the purchase accounting related to the acquisition is incomplete because the evaluation necessary to assess the fair values of certain intangible assets acquired is still in process. As such, the above balances may be adjusted in the future period as the valuation is finalized and these adjustments may be material to the unaudited consolidated financial statements. The Group expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.

Since the date of acquisition to June 30, 2025, Snai contributed revenue of $202 million and $8 million of net income to the results of the Group.

Unaudited pro forma information

The pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Snai acquisition had been completed on the date indicated, nor does it reflect synergies that might be achieved, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions that the Group believes are reasonable under the circumstances.

The following pro forma information presents the combined results of operations for each of the periods presented, as if Snai had been acquired as of January 1, 2024. Pro forma results of operations for the other transactions have not been included because they are not material to the consolidated results of operations. The pro forma financial information includes the historical results of the Group and Snai adjusted for certain items, which are described below.

Pro forma net income reflects the following adjustments:

•Snai’s historical condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”).We have made adjustments to conform Snai’s financial information prepared under IFRS to U.S. GAAP.

•Intangible assets are assumed to be recorded at their estimated fair value as of January 1, 2024, and are amortized over their estimated useful lives from that date along with the consequent deferred tax benefit. The amortization expense relating to the historical fair value uplift on Snai's intangible assets acquired by Playtech in 2018, together with the deferred tax benefit, are reversed.

•New debt financing required to complete the acquisition of Snai is assumed to have occurred on January 1, 2024. The additional interest expense recognized is calculated, together with the associated hedge impact and the amortization of related debts issuance costs. For the new debt at floating rate, we have assumed the actual three months SOFR rates for second quarter 2025 was constant from January 1, 2024 to April 29, 2025.

•Transaction fees and associated costs related to the Snai acquisition are assumed to have incurred prior to or soon after the acquisition date of January 1, 2024, and are presented as an expense for the six months ended June 30, 2024.

Acquisition of NSX

On May 14, 2025, we completed the acquisition of a 56% interest in NSX, a leading Brazilian operator of the Betnacional brand. The total purchase consideration amounted to $678 million (BRL 3,819 million) comprising of a provisional cash consideration of $352 million (BRL 1,981 million), contribution of a portion of the Group’s existing Betfair Brazil business having a fair value of $40 million (BRL 230 million), fair value of non-controlling interest of $254 million (BRL $1,430 million) and settlement of pre-existing relationship amount of $32 million (BRL 178 million). The provisional cash consideration remains subject to the finalization of the completion accounts as defined in the share purchase agreement and any consequent adjustment to the provisional purchase consideration.

As part of the acquisition of NSX, the Group has put in place arrangements, consisting of call and put options, that could result in it acquiring the remaining 44% of the combined Flutter Brazil business held by the former shareholders of NSX. The call and put options subject to the terms of the shareholders agreement are exercisable intwo tranches within 60 days starting immediately after the fifth and tenth anniversaries of the completion of the transaction. The options expire if neither the Group nor the non-controlling interest shareholder groups exercise the options within the option exercise period. The option price is based on market value of the shares on the valuation date, as defined in the shareholders agreement. The options can be settled, at the Group’s election, in cash or freely tradable shares of Flutter.

The provisional fair value of assets and liabilities acquired was $264 million which comprised of identifiable intangible assets of $398 million consisting primarily of $123 million of trademark, $37 million of developed technology and $238 million of online customer relationships. As of June 30, 2025, the accounting for this acquisition was provisional, and the measurements of fair value for certain assets and liabilities may be subject to change as additional information is received. The Group expects to finalize the valuation as soon as practicable, but not later than one year from acquisition date.

The acquisition resulted in the recognition of $414 million goodwill on the acquisition date which has been allocated to the existing International segment and the Brazil reporting unit. The main factors leading to the recognition of goodwill (none of which is deductible for tax purposes) is the expected synergies from the combination of operations, products and the knowledge and experience of the acquired workforce.

The fair value of non-controlling interest was $254 million, which was provisionally estimated by applying a discount for lack of marketability of 20% considering the output of the Finnerty Method and discount for lack of control of 9% using implied discounts from observable transactions and data based on Mergerstat studies.

Acquisition-related costs during the three and six months ended June 30, 2025 and June 30, 2024 were not material and are included in the general and administrative expenses in the Group’s Condensed Consolidated Statements of Comprehensive Income (Loss).

Since the date of acquisition to June 30, 2025, the revenue and net loss after tax contributed by NSX to the results of the Group are not material.

13. LONG-TERM DEBT

The Group’s debt comprised of the following:

**Includes net fair value basis adjustment related to receive-fixed, pay variable interest rate swap agreements designated as fair value hedges.

As of June 30, 2025, the contractual principal repayments of the Group’s outstanding borrowings, excluding accrued interest, amount to the following:

During the six months ended June 30, 2025, the Group has drawn £170 million ($227 million) (June 30, 2024:$126 million) and repaid £170 million ($232 million) (June 30, 2024: $851 million) under the GBP revolving credit facility. The Group had an undrawn revolving credit commitment of $1.44 billion (£1.05 billion) as of June 30, 2025 (December 31, 2024: $1.32 billion (£1.05 billion)), of which $13 million (December 31, 2024: $13 million) was reserved for issuing guarantees.

On June 4, 2025, the Group issued senior secured notes through its wholly owned subsidiary, Flutter Treasury DAC (the “Issuer”) as follows (together, the “Notes”):

•$1,000 million USD-denominated 5.875% senior secured notes,

•€550 million EUR-denominated 4.000% senior secured notes, and

•£450 million GBP-denominated 6.125% senior secured notes.

The Notes were issued at par and bear interest payable semi-annually in arrears. The Notes are senior secured obligations of the Issuer and are guaranteed on a senior secured basis by the Group and certain of its subsidiaries (collectively, the “Guarantors”), who are also obligors under the Group’s senior secured credit facilities.

Prior to April 15, 2027, the Group is entitled, at its option, to redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of such Notes being redeemed, plus accrued and unpaid interest and additional amounts, if any, to but excluding the date of the redemption, plus a make-whole premium. In addition, prior to April 15, 2027, the Group is entitled to redeem up to 40% of the aggregate principal amount of each series of Notes using the net cash proceeds from certain equity offerings at a price equal to 105.875% of the principal amount of the USD Notes,104% of the principal amount of the EUR Notes and 106.125% of the principal amount of the GBP Notes being redeemed, plus accrued and unpaid interest and additional amounts, if any, to but excluding the date of the redemption, subject to certain conditions set forth in the Indenture that governs the Notes. Furthermore, at any time prior to April 15, 2027, the Group is entitled, during each twelve month period commencing April 15, 2027, redeem up to 10% of the aggregate principal amount of each series of Notes at a redemption price equal to 103% of the principal amount redeemed, plus accrued and unpaid interest and additional amounts, if any, to but excluding, the date of redemption. On or after April 15, 2027, the Group may redeem some or all of the Notes at redemption prices as set forth in the Indenture that governs the Notes.

Concurrently, on June 4, 2025, the Group entered into a Third Incremental Assumption Agreement, amending its existing Credit Agreement dated November 24, 2023. This amendment provided for an additional $750 million of Term Loan B borrowings (the “Third Incremental Term B Loans”), which:

•mature on June 4, 2032;

•bear interest, at the Borrower’s option, at either (i) Adjusted Term SOFR + 2.00% (subject to a 0.50% floor) or (ii) ABR +1.00% (subject to a 1.00% ABR floor); and,

•require quarterly amortization of 0.25% of the original principal amount, with the remaining balance due at maturity.

All other terms of the Third Incremental Term B Loans and the Credit Agreement will remain substantially the same except as otherwise amended by the Third Incremental Assumption Agreement.

The aggregate net proceeds from the issuance of the Notes and the Third Incremental Term B Loans were used to (i) repay in full all outstanding amounts under the Bridge Credit Agreement dated April 29, 2025 (which financed the acquisition of Snai), (ii) fund general corporate purposes, and (iii) pay related transaction costs.

The Group incurred total issuance costs of $37 million in connection with the Notes and Third Incremental Term B Loans. These costs were recorded as a direct deduction from the carrying amount of the related debt and are amortized over the respective terms using the effective interest method.

In connection with the repayment of the Bridge Credit Agreement, the Group recognized a loss on extinguishment of debt of $14 million for the three and six months ended June 30, 2025, which consisted of unamortized debt issuance costs.

As of June 30, 2025, the Group was in compliance with all debt covenants.

14. DERIVATIVES

In the normal course of the Group’s business operations, it is exposed to certain risks, including changes in interest rates and foreign currency rates. In order to manage these risks, the Group uses derivative instruments such as cross-currency interest rate swaps, interest rate swaps, foreign exchange forward contracts, options and other instruments with similar characteristics. None of the Group’s derivatives are used for speculative purposes.

Cash flow hedges

Interest rate and foreign currency risk arising from a portion of the Group’s floating interest rate USD First Lien Term Loan B maturing in 2030 and foreign currency risk arising from the Group’s fixed rate USD Senior Secured Notes maturing in 2029 are managed using interest rate swaps and cross-currency interest rate swaps, which are designated as cash flow hedges with the objective of reducing the volatility of interest expense and foreign currency gains and losses in the case of the USD First Lien Term Loan B maturing in 2030 and foreign currency risk in case of fixed rate USD Senior Secured Notes maturing in 2029.

Cross-currency interest rate swaps

The cross-currency interest rate swaps designated as a hedge of the interest rate and foreign currency risk arising from the USD First Lien Term Loan B effectively convert the variable rate USD First Lien Term Loan B into fixed GBP interest rate Term Loan eliminating interest rate risk and foreign currency risk arising from the remeasurement of the USD First Lien Term Loan B.

The cross-currency interest rate swaps designated as a hedge of the foreign currency risk arising from the USD Senior Secured Notes effectively convert the fixed rate USD Senior Secured Notes to fixed rate GBP Senior Secured Notes.

Foreign currency and interest rate risks are eliminated by exchanging contractual amounts at exchange rates and interest rates determined at contract inception.

Interest rate swaps

The interest rate swaps designated as a hedge of the interest risk arising from the USD First Lien Term Loan B effectively converts the variable rate term loan into fixed rate term loan. Interest risk is eliminated by exchanging contractual amounts at interest rates determined at contract inception.

The following table summarizes the Group's outstanding derivative instruments designated as cash flow hedges:

Changes in the fair value on the portion of the derivative included in the assessment of hedge effectiveness of cash-flow hedges are recorded in other comprehensive income (loss), until earnings are affected by the variability of cash flows.

The following table summarizes the gains (losses) of the Company’s designated cash flow hedges for the three and six months ended June 30, 2025 and 2024:

• Included in foreign exchange gain (loss), net, which is a component of other (expense) income, net

The Group expects to reclassify a gain of $5 million from accumulated other comprehensive income (loss) into earnings within the next 12 months.

Fair value hedge

Cross-currency interest rate swaps

Foreign currency risk arising from a portion of the Group's floating rate USD First Lien Term Loan B and USD Senior Notes are managed using receive fixed rate, pay fixed rate or receive variable rate, pay variable rate cross-currency interest rate swaps with the objective of reducing the volatility of foreign currency gains and losses.

Foreign currency risk is eliminated by exchanging contractual amounts at exchange rates which are determined at contract inception.

The Group excludes the cross-currency basis spread in the swap from the hedge effectiveness assessment and recognizes the excluded component into earnings through the periodic interest settlements on the swap. The following table summarizes the Group's outstanding derivative instruments designated as fair value hedges:

The following table summarizes the gains (losses) of the Group’s designated fair value hedges for the three and six months ended June 30, 2025 and 2024 (in millions):

• Included in foreign exchange gain (loss), net, which is a component of other (expense) income, net.

The Group recorded a foreign currency loss of $106 million and $150 million in earnings for the three and six months ended June 30, 2025, respectively, (three and six months ended June 30, 2024: nil) which offset the foreign currency gain from the USD First Lien Term Loan B and USD Senior Secured Notes.

Interest rate swaps

Interest risk arising from changes in three month SOFR arising from the fixed rate senior notes due 2031 are managed using interest rate swaps that effectively convert the fixed rate senior notes into variable rate senior notes . Interest risk is eliminated by exchanging contractual amounts at interest rates determined at contract inception. The following table summarizes the Group's outstanding derivative instruments designated as fair value hedges:

.

The following table presents amounts recorded in long-term debt in the Condensed Consolidated Statements of Financial Position related to cumulative basis adjustment for fair value hedges ($ in millions):

Net investment hedge

The Group has investments in various subsidiaries with Euro and USD functional currencies. As a result, the Group is exposed to the risk of fluctuations between the Euro and GBP and USD and GBP exchange rates. The Group designated its Euro denominated loans and a portion of its USD Term Loan B and receive fixed rate, pay fixed rate and receive variable rate, pay variable rate cross-currency interest swaps whereby the Group will receive GBP from, and pay Euro to, the counterparties at exchange rates which are determined at contract inception, as a net investment hedge which are intended to mitigate foreign currency exposure related to non-GBP net investments in certain Euro and USD functional subsidiaries.

The following table summarizes the hedging instruments designated in a net investment hedge and were considered highly effective:

Gains (losses) on derivatives designated as net investment hedges recognized in other comprehensive income (loss) for the three and six months ended June 30, 2025 and 2024 are summarized below (in millions):

There were no amounts reclassified out of accumulated other comprehensive income pertaining to the net investment hedge during the three and six months ended June 30, 2025 and 2024 as the Group has not sold or liquidated (or substantially liquidated) its hedged subsidiaries.

The following table summarizes the fair value of derivatives as of June 30, 2025 and December 31, 2024:

15. SHARE-BASED COMPENSATION

On June 5, 2025, the Company’s shareholders approved the Company’s Amended and Restated 2024 Omnibus Equity Incentive Plan (the “Amended Omnibus Plan”), the Company’s 2025 Employee Share Purchase Plan (the “2025 ESPP”) and the Company’s Sharesave Scheme, as amended and restated (the “Amended Sharesave Scheme”):

•The Amended Omnibus Plan increases the aggregate number of ordinary shares (“Shares”) that can be issued under the Flutter Entertainment plc 2024 Omnibus Equity Incentive Plan (the “Original Omnibus Plan”) from 1,770,000 to 8,520,000.

•The 2025 Employee Share Purchase Plan (“2025 ESPP”) consists oftwo components: a component intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended (“the Code”) so that awards granted to U.S. taxpayers are treated as tax-qualified awards under the Code, and a component that is not intended to qualify. The maximum aggregate number of Shares that may be issued pursuant to the 2025 ESPP is equal to 3,000,000 Shares. No 2025 ESPP awards have been granted during 2025.

•The Amended Sharesave Scheme remains substantively the same as the Flutter Entertainment plc Sharesave Scheme, except for the following changes: reduction in the maximum level of discount represented by the option exercise price against the market value of shares (from twenty-five percent (25%) to twenty percent (20%)), and replacement of the U.K.- style dilution limit with a fixed number of 3,000,000 Shares being available under the plan (including any sub-plans). No Sharesave Scheme options have been granted during 2025.

During the three and six months ended June 30, 2025, the Group granted:

•71,063 awards (six months ended June 30, 2025:924,622) under the 2024 Incentive Plan. Of the awards granted,29,664 awards (six months ended June 30, 2025:264,582) have a market condition based on the Total Shareholder Return (TSR) relative to the TSR performance of the S&P 500 equity index. The Group engaged a third-party valuation specialist to provide a fair value for the awards using a Monte Carlo simulation model. The key inputs in the model were the expected weighted-average volatility of 39.00% and the weighted-average share price of the Group at the date of grant of the award of $229.07. The weighted-average fair value of the awards at the grant date was $295.51. The remaining 41,399 (six months ended June 30, 2025:660,040) options had a weighted average grant date fair value of $257.58 based on the quoted trading price of the Group’s share on the date of the grant.

•No restricted awards (six months ended June 30, 2025: 45,941)under the Flutter Entertainment plc 2023 Long Term Incentive Plan. The Group engaged a third-party valuation specialist to provide a fair value for the awards using a Monte Carlo simulation model. The key inputs in the model were the expected weighted-average volati lity of 41.27% and the share price of the Group at the date of grant of the award of $227.50. The weighted-average fair value of the awards at the grant datewas $179.72.

During the three and six months ended June 30, 2024, the Group granted:

•52,902 options under the Flutter Entertainment plc 2015 Deferred Share Incentive Plan at the weighted average grant date fair value of$207.70 and 7,466 options under the Flutter Entertainment plc 2022 Supplementary Restricted Share Plan at the weighted average grant date fair value of$200.14. The fair value of the options granted was based on the quoted trading price of the Group’s share on the date of the grant.

•A further 792,246 options were also granted under the Flutter Entertainment plc 2016 Restricted Share Plan. Of the options awarded under the Flutter Entertainment plc 2016 Restricted Share Plan,197,519 options have a market condition based on the Total Shareholder Return (TSR) relative to the TSR performance of the S&P 500 equity index. The market condition was directly factored into the fair value based measure of the award at the grant date. The Group engaged a third-party valuation specialist to provide a fair value for the awards using a Monte Carlo simulation model. The key inputs in the model were the expected weighted-average volatility of 35.58% and the weighted-average share price of the Group at the date of grant of the award of $196.70. The weighted-average fair value of the awards at the grant date was $73.98. The remaining 594,727 options had a weighted-average grant date fair value of $194.08 based on the quoted trading price of the Group’s share on the date of the grant.

•A further 45,733 share options with a nominal exercise price under the 2023 Long Term Incentive Plan. The Group engaged a third-party valuation specialist to provide a fair value for the awards using a Monte Carlo simulation model. The key inputs in the model were the expected weighted-average volatility of 39.94% and the share price of the Group at the date of the grant of the award of $180.70. The weighted-average fair value of the awards at grant date was $62.14.

As of June 30, 2025,4,142,799 (June 30, 2024: 3,963,314) restricted awards and options were outstanding across all employee share schemes.

During the three and six months ended June 30, 2025, liability-classified awards settled amounting to $29 million were settled by the issue of ordinary shares of equivalent value.

Total compensation cost arising from employee share schemes for the three and six months ended June 30, 2025 and June 30, 2024 was $72 millionand $129 million, and $59 million, and $100 million, respectively, in the unaudited condensed consolidated statements of comprehensive income (loss).

16. FAIR VALUE MEASUREMENTS

The Group’s consolidated financial instruments including cash and cash equivalents, player deposits, accounts receivable, other current assets, accounts payable, player deposit liability, and other current liabilities are carried at historical cost. As of June 30, 2025 and December 31, 2024, the carrying amounts of these financial instruments approximated their fair values because of their short-term nature.

The carrying amount of long-term debt outstanding under the Credit Agreement approximate their fair values, as interest rates on these borrowings approximate current market rates. The fair value of the USD Senior Secured Notes, Euro Senior Secured Notes, and GBP Senior Secured Notes was $1,550 million, $1,258 million and$622 million respectively, as of June 30, 2025 (December 31, 2024: $533 million, $540 million andnil, respectively). The fair values are based on quoted market prices.

The following tables set forth the fair value of the Group’s financial assets, financial liabilities and redeemable non-controlling interests measured at fair value based on the three-tier fair value hierarchy:

Valuation of Level 2 financial instruments

Available for sale – Player deposits – investments

The Group has determined the fair value of available for sale – player deposits – investments by using observable quoted prices or observable input parameters derived from comparable bonds/markets. Although the Group has determined that a number of the bonds fall within Level 1 of the fair value hierarchy, there are a class of bonds which have been classified as Level 2 due to the existence of relatively inactive trading markets for those bonds.

Derivative financial assets and liabilities – Swap agreements

The Group uses derivative financial instruments to manage its interest rate and foreign currency risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis of the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, such as yield curves, spot and forward foreign exchange rates.

As of June 30, 2025, the Group assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions, determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Group determined that its valuations of its derivatives in their entirety are classified in Level 2 of the fair value hierarchy.

Valuation of Level 3 financial instruments

Equity securities

The Group determined the fair value of investments in equity securities that do not have a readily available market value amounting to $7 million as of June 30, 2025 (December 31, 2024: $6 million) using the Market Comparable Companies Approach based on EBITDA multiple. The movement in the fair value of equity securities for each of the three and six months ended June 30, 2025 and 2024 was immaterial.

Non-derivative financial instruments

Fox Option liability

The fair value of the Fox Option liability amounts to $750 million as of June 30, 2025 and $810 million as of December 31, 2024 which was determined using an option pricing model. As of June 30, 2025 and December 31, 2024, the option exercise price was $4.6 billion and $4.5 billion, respectively. The significant unobservable inputs were the enterprise value of FanDuel, the discount for lack of marketability (“DLOM”), the discount for lack of control (“DLOC”), implied volatility and probability of Fox getting licensed.

The enterprise value of FanDuel was determined using an equal weight to the value indications of the discounted cash flow analysis and the guideline public company analysis. The discount rate used in the discounted cash flow analysis was 18.5% and 20% as of each of June 30, 2025 and December 31, 2024, respectively.

Additionally, management applied a combined 32.5% discount for lack of marketability and lack of control as of each of June 30, 2025, and December 31, 2024. A range of DLOMs obtained using various securities-based approaches was 12.5% to 19.8%. DLOC was estimated at 18.4% using implied discounts in previous observable transactions involving FanDuel’s equity ownership and data based on Mergerstat studies as of each of June 30, 2025 and December 31, 2024.

Management selected a discount rate of 32.5%, which is on thehigher end of the second quartile based on the ranges considered by management.

The volatility was 34.5% as of each of June 30, 2025 and December 31, 2024, which was within the range of selected comparable companies. In developing the fair value measurement, the probability of a market participant submitting to and obtaining a license was estimated at 75.0% as of each of June 30, 2025 and December 31, 2024.

Changes in discount rates, revenue multiples, DLOM, DLOC, implied volatility and probability of Fox getting licensed, each in isolation, may change the fair value of the Fox Option liability. Generally, an increase in discount rates, DLOM and DLOC or decrease in revenue multiples, volatility and probability of Fox getting licensed may result in a decrease in the fair value of the Fox Option liability. Due to the inherent uncertainty of determining the fair value of the Fox Option liability, the fair value of the Fox Option liability may fluctuate from period to period. Additionally, the fair value of the Fox Option liability may differ significantly from the value that would have been used had a readily available market existed for FanDuel Group LLC. In addition, changes in the market environment and other events that may occur over the life of the Fox Option may cause the losses ultimately realized on the Fox Option liability to be different than the unrealized losses reflected in the valuations currently assigned.

Redeemable non-controlling interests at fair value

The terms of symmetrical call and put options agreed between the Group and Boyd require exercise price to be calculated at fair market value without giving effect to DLOM and DLOC. FanDuel’s pre-discount enterprise value determined in the same manner as discussed earlier is considered in measuring the fair value of redeemable non-controlling interests owned by Boyd.

The terms of symmetrical call and put options agreed between the Group and NSX shareholders require exercise price to be calculated at fair market value without giving effect to DLOM and DLOC. The enterprise value was determined using a discounted cash flow analysis. The Group based discount rates on the Weighted Average Cost of Capital (“WACC”). The WACC combines the required return on equity based on a Capital Asset Pricing Model, which considers the risk-free interest rate, market risk premium, and small company premium with the cost of debt, based on BB+ yield curve, adjusted using income tax factor. The beta, cost of debt and ratio of weighted cost of capital was determined based on guideline public company analysis. The median of beta, cost of debt and ratio of equity to debt was 0.92,6.8% and 87:13 respectively. The arithmetic average of beta, cost of debt and ratio of equity to debt was 0.94,7.0% and 73:27. The calculation resulted in a WACC of 17%. The long-term growth rate used in determining the terminal value was 2.6%

Changes in WACC and long-term growth rate, each in isolation, may change the fair value of NSX redeemable non-controlling interest. An increase in WACC would result in a decrease in fair value and an increase in long-term growth rate would result in an increase in fair value. In addition, changes in the market environment and other events that may occur over the life of the symmetrical call and put options may cause the fair value of the NSX redeemable non-controlling interest to be different from the fair value reflected in these unaudited condensed consolidated financial statements.

Contingent consideration

The contingent consideration payable is primarily determined with reference to forecast performance of the acquired businesses in excess of a predetermined base target during the relevant time periods and the amounts to be paid in such scenarios. The fair value was estimated by assigning probabilities to the potential payout scenarios. The significant unobservable inputs are forecast performance of the acquired businesses.

The contingent consideration was settled during the six months ended June 30, 2025 and therefore as of June 30, 2025, there was no contingent consideration outstanding.

Movements in the three months period in respect of Level 3 financial instruments carried at fair value

The movements in respect of the financial assets and liabilities carried at fair value are as follows:

17. COMMITMENTS AND CONTINGENCIES

Guarantees

The Group has uncommitted working capital overdraft facilities as of June 30, 2025 of $23 million (December 31, 2024: $20 million) with Allied Irish Banks p.l.c. These facilities are secured by a Letter of Guarantee from Flutter Entertainment plc.

The Group has bank guarantees: (i) in favor of certain gaming regulatory authorities to guarantee the payment of player funds, player prizes, and certain taxes and fees due by a number of Group companies; and (ii) in respect of certain third-party rental and other property commitments, merchant facilities and third-party letter of credit facilities. The bank guarantees have various expected terms up to December 31, 2029;18 of the bank guarantees are indefinite lived. The maximum amount of the guarantees as of June 30, 2025 was $414 million (December 31, 2024: $304 million). No claims had been made against the guarantees as of June 30, 2025 (December 31, 2024: $Nil). The guarantees are secured by counter indemnities from Flutter Entertainment plc and certain of its subsidiary companies. The value of cash deposits over which the guaranteeing banks hold security was $50 million as of June 30, 2025 (December 31, 2024: $62 million).

Other purchase obligations

The Group is a party to several non-cancelable contracts with vendors where the Group is obligated to make future minimum payments under the terms of these contracts as follows:

Legal Contingencies

The Group is involved, from time to time, in various litigation, administrative and other legal proceedings, including regulatory actions, incidental or related to its business. The Group establishes an accrued liability for legal claims and indemnification claims when the Group determines that a loss is both probable and the amount of the loss can be reasonably estimated. The estimates are based on all known facts at the time and our assessment of the ultimate outcome. As additional information becomes available, the Group reassesses the potential liability related to our pending claims and litigation, which may also revise our estimates. The amount of any loss ultimately incurred in relation to these matters may be higher or lower than the amounts accrued. Due to the unpredictable nature of litigation, there can be no assurance that our accruals will be sufficient to cover the extent of our potential exposure to losses. Any fees, expenses, fines, penalties, judgments, or settlements which might be incurred by us in connection with the various proceedings could affect our results of operations and financial condition.

Austrian and German player claims

The Group has seen a number of player claims in Austria and Germany for reimbursement of historic gaming losses. The basis of these claims is rooted in the Group having provided remote services in Austria and Germany (outside of Schleswig-Holstein) from Maltese entities on the basis of multi-jurisdictional Maltese licenses, which the Group continues to believe is compliant in accordance with EU law. However, the Austrian Courts and certain German Courts consider the Group’s services non-compliant with their respective local laws. The Group strongly disputes the basis of these claims and judgements made by Austrian and German courts in awarding the player’s claims.

As of June 30, 2025, the Group has recorded an amount of €17 million ($20 million) within loss contingencies forming part of other current liabilities. It is reasonably possible that the actual losses could be in excess of the Group’s accrual. The Group is unable to estimate a reasonably possible loss or range of loss in excess of its accrual due to the complexities and uncertainty around the judicial process.

In addition, there are further claims made against the Group amounting to €45 million ($53 million) as of June 30, 2025, the settlement of which is predicated on the merits of the case and whether the enforcement proceedings are successful in laying claim over the Group’s Maltese assets for settlement of these claims. The Group, based on advice from its legal counsel, believes such cross-border enforcement of judgements is in contravention to Maltese public policy and Regulation (EU) 1215/2012 and has not accrued any liability for these claims. The Group has filed countersuits before the Maltese Civil Court for setting aside these claims. The defendants have also filed garnishee orders with the Maltese Civil Court to attach the Group’s Maltese assets, some of which have already been declined by the Maltese Civil Court. Should the Maltese Courts decide in favor of the Group, there would be grounds for dismissal of all pending player claims instituted against the Group.

While the Group believes that it has strong arguments, at this time, the Group is unable to reasonably estimate the likelihood of the outcome due to the complexities and uncertainty around the judicial process.

Cybersecurity Incident

As previously reported, the Group received notice in 2023 that certain customer and employee data was involved in the global incident involving the MOVEit file transfer software, which began when the third-party provider administering the software announced that it had identified a previously unknown vulnerability in MOVEit. The Group had previously used MOVEit to share data and manage file transfers similar to many companies globally. Once the Group was informed of the incident, the Group promptly undertook responsive measures, including restricting access to the affected application, launching an internal investigation in partnership with outside independent cybersecurity forensic consultants and notifying the relevant regulators and law enforcement agencies, as well as our employees and customers, impacted by the incident. Based on this investigation and information currently known at this time, the Group cannot determine or predict the ultimate outcome of this matter or any related claims or reasonably provide an estimate or range of the possible outcome or loss, if any, though the Group does not expect that this incident will have a material impact on our operations or financial results. However, the Group has incurred and may continue to incur, expenses related to existing or future claims arising from this incident.

Goods and Services Tax (“GST”) rate applicable to operations in India

As previously reported, India’s Directorate General of Goods & Services Tax (the “DGGI”) is currently investigating the historical characterization of products such as rummy, fantasy games and poker as ‘games of skill’ (subjects to tax of 18% on player commission) rather than ‘games of chance’ (subject to 28% tax on player stakes). In making GST returns, Junglee and PokerStars India have consistently followed the Supreme Court of India’s rulings in relation to the distinction between games of skill and games of chance and treated its products as games of skill.

The DGGI has issued notices to multiple online gaming businesses alleging historical underpayment of GST, including to Junglee, and most recently to PokerStars India for a total amount of ₹198.5 billion ($2.3 billion). The Group disputes that any additional tax is payable and has been advised that the notices received are not in accordance with the GST provisions applicable to past periods.

As of the date of issue of these unaudited condensed consolidated financial statements, Junglee and PokerStars India have had their respective cases joined to the GST cases of other online gaming operators pending at the Supreme Court of India (the “Supreme Court”). The Supreme Court has stayed proceedings such that DGGI cannot take any further action against Junglee or PokerStars India, including raising a demand of the alleged underpayment of GST, until the Supreme Court rules on the GST cases or vacates the stay. The legal arguments commenced before the Supreme Court on May 5, 2025 and are yet to be concluded as of the date of issue of these unaudited condensed consolidated financial statements. The lead case (The Directorate General of GST Intelligence vs. Gameskraft Technologies Private Limited) was ruled in favor of Gameskraft, the taxpayer, at the Karnataka High Court in May 2023, and found that taxes had been paid in accordance with the law, but the case remains unresolved at the Supreme Court.

On June 22, 2024, a meeting of India’s Goods and Services Tax Council (the “GST Council”) (a constitutional body responsible for the formation and recommendation of GST law changes, held by the Supreme Court to be the ultimate authority on the GST issues), recommended amending the GST law to empower the Indian Central Government, on the recommendation of the GST Council, to waive any historical taxes not paid, where the common trade practice was either:

1. not to subject the goods or services to tax, or

2. to subject the goods or services to a lower tax rate than what is now being suggested by the DGGI.

The recommendation of the GST Council was incorporated into the Finance Act, 2024.

While this law is not industry specific, if applied by the GST Council to the online real money gaming industry, we would expect the 18% GST already paid on platform commissions for past periods to be accepted as the applicable tax rate and the litigation referenced above will likely cease.

As of the date of issue of the unaudited condensed consolidated financial statements, no liability has been accrued as the Group has determined that it is not probable that a liability has been incurred considering the progress of the cases pending at the Supreme Court, decisions of the State High Courts in favor of the industry, the arguments of legal counsel representing the industry and the opinion of the Group’s own legal counsel.

The Group is unable to make an estimate of any reasonably possible loss or range of losses, if any, were there to be an adverse final decision in the cases pending before the Supreme Court associated with the notice received.

18. SUBSEQUENT EVENTS

On July 10, 2025, the Group entered into an agreement with Boyd Gaming Corporation to acquire the redeemable non-controlling of 5% held by Boyd Interactive Holdings L.L.C. (“Boyd”) in FanDuel Group Parent LLC (“FanDuel”) and terminate certain existing market access and retail agreements for an aggregate consideration of $1.76 billion, subject to certain adjustments (the “Boyd Transaction”). The Group also entered into new collaboration and market access agreements with Boyd. The acquisition brings the Group’s holding in FanDuel to 100%. The transaction closed on July 31, 2025.

On July 10, 2025, the Company and certain of its subsidiaries entered into a definitive bridge credit agreement (the “Bridge Credit Agreement”) with certain banks to obtain binding commitments in respect of a senior secured first lien term loan comprising an aggregate principal of $1.75 billion (the “Facility”). The Group drew down the Facility on July 30, 2025 to fund the Boyd Transaction. The Facility bears interest at a per annum rate equal to Term SOFR plus an applicable margin equal to 1.25%, which shall be subject to certain step-ups over the term of the Facility. The other terms of the Bridge Credit Agreement are substantially similar to the terms of the Term Loan A, Term Loan B and Revolving Credit Facility Agreement dated as of November 24, 2023 (and as amended from time to time).

On July 10, 2025, the Company and certain of its subsidiaries entered into a Commitment Letter (the “Commitment Letter”) with certain banks for an incremental commitment of $50 million, which when implemented shall increase the size of the Revolving Credit Facility to £1.1 billion.

On July 18, 2025, the Group exercised the second tranche of the Junglee Options for a cash payment of $67 million. This acquisition brings the Group’s holding in Junglee Games Inc. to 100% and economic interest in Junglee Games India Private Limited to 95%.

On July 24, 2025, the Group announced the pricing of an offering (the “Offering”) of $625 million aggregate principal amount of 5.875% senior secured notes due 2031 issued at par, €300 million aggregate principal amount of 4.000% senior secured notes due 2031 issued at par, and £250 million aggregate principal amount of 6.125% senior secured notes due 2031 issued at 100.125% (collectively, the “Notes”) by its subsidiary Flutter Treasury DAC (the “Issuer”). The Notes will constitute a further issuance of the Issuer’s 5.875% senior secured notes due 2031,4.000% senior secured notes due 2031 and 6.125% senior secured notes due 2031 that were each issued on June 4, 2025. The Offering is subject to customary closing conditions, and settlement is expected to occur on August 7, 2025.

On July 24, 2025, the Group also announced that it has priced at 99.75, an incremental issuance of $500 million under its U.S. dollar-denominated term loan B facility due 2023 (the “Fourth Incremental TLB Facility”). The proceeds from the Offering and the Fourth Incremental TLB Facility are to be utilized to repay the Facility.