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Flutter Entertainment plc

For the period ended Sep 30, 2025. Filed Nov 12, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 12, 2025

FLUT$81.70-1.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-07.

0001628280-25-038893

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-12.

0001635327-25-000030

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 228 previous paragraphs and 246 current paragraphs.

128 unchanged; 79 reworded; 32 added; 18 removed; 3 previous and 7 current paragraphs rearranged.

Tables are not compared: 16 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (32)

Current report

The Promotion and Regulation of Online Gaming Act, 2025 (the Act), which was passed by the Indian Parliament and received Presidential assent on August 22, 2025, bans all forms of online real money gaming in India. As a result of the Act, from August 22, 2025, Junglee Games Inc (“Junglee”, “Junglee Games”) ceased offering all real-money games in India.

Current report

The Company is actively evaluating options to restore skill-based games in the Indian market, while simultaneously working quickly to adapt operations to the changed regulatory landscape and continuing to promote the benefits of fully regulated products.

Current report

Technology, research and development expenses increased by 29%, to $275 million for the three months ended September 30, 2025 from $213 million for the three months ended September 30, 2024 primarily driven by (i) an $18 million dollar increase in corporate technology, research and development expenses primarily driven by investment in Flutter Studios, (ii) a $16 million increase in our US segment primarily due to scaling of data storage and processing costs, (iii) increase of $16 million due to impairment of Junglee assets driven by the cessation of operations in India in August 2025 and (iv) $9 million due to the consolidation of Snai and NSX.

Current report

General and administrative expenses increased by 60%, to $702 million for the three months ended September 30, 2025, from $438 million for the three months ended September 30, 2024. The increase was primarily as a result of (i) a $205 million increase related to revised market access terms as part of the Boyd transaction during the current period, (ii) an increase of $25 million due to the consolidation of Snai and NSX and (iii) an increase in depreciation and amortization of $15 million primarily due to a change in estimate of asset useful lives.

Current report

Goodwill impairment increased by $517 million period over period due to impairment of Junglee goodwill driven by the cessation of operations in India in August 2025. See Note 11 “Goodwill” within the Condensed Consolidated Financial Statements for additional information.

Current report

Operating loss increased by $931 million, to a $834 million loss for the three months ended September 30, 2025, from $97 million profit for the three months ended September 30, 2024, as a result of the factors above.

Current report

Income tax benefit increased by $29 million, to $45 million for the three months ended September 30, 2025, from $16 million for the three months ended September 30, 2024. The movement is primarily due to (i) the $112 million deferred tax expense in connection with the PokerStars transformation which is offset by (ii) the $58 million deferred tax benefit in fiscal year 2025 in connection with the Boyd transaction market access payment, (iii) an $18 million deferred tax benefit due to the enactment of the OBBBA in the U.S., and (iv) the net impact of jurisdictional mix of earnings.

Current report

Net loss increased by $675 million, to $789 million for the three months ended September 30, 2025, from $114 million for the three months ended September 30, 2024 and net loss margin increased to 20.8% from 3.5% for the three months ended September 30, 2024, as a result of the factors above.

Current report

Sportsbook revenue decreased by 5%, where a decrease in net revenue margin was partially offset by a 6% period over period increase in stakes to $10,653 million for thethree months ended September 30, 2025.

Current report

Sportsbook net revenue margin decreased by 80 basis points period over period to 7.4% for the three months ended September 30, 2025 compared to 8.2% for the three months ended September 30, 2024. This reflected (i) an increase in structural revenue margin of 10 basis points to 12.9% for the three months ended September 30, 2025 despite a lower than anticipated parlay mix at the start of the NFL season in the current period, (ii) adverse sports results of 90 basis points period over period (three months ended September 30, 2025: 10 basis points unfavorable, three months ended September 30, 2024: 80 basis points favorable) and (iii) flat promotional spend period over period with promotional spend at 5.4% in each period.

Current report

Adjusted EBITDA for our U.S. segment was $51 million for the three months ended September 30, 2025, a $7 million decrease compared to $58 million for the three months ended September 30, 2024. Adjusted EBITDA margin decreased to 3.7% for the three months ended September 30, 2025 from 4.6% for the three months ended September 30, 2024.

Current report

The decrease in Adjusted EBITDA margin was driven by an increase in cost of sales as a percentage of revenue of 120 basis points from 59.0% for the three months ended September 30, 2024 to 60.2% for the three months ended September 30, 2025, primarily driven by an increase in gaming taxes of 280 basis points driven by (a) state tax increases in IL, LA and MD during the current year and (b) changes in state revenue mix, partially offset by the benefit of 160 basis points driven by improvement in payment processing costs initiatives, improved market access terms secured through the Boyd transaction and other cost initiatives. The decrease in Adjusted EBITDA margin was also driven by (i) a 20 basis points increase in sales and marketing expenses as a percentage of revenue from 22.2% for the three months ended September 30, 2024 to 22.4% for the three months ended September 30, 2025 due to (a) plans to spend a greater proportion of 2025 investment during the second half of fiscal year 2025 and (b) the impact of sports results, and (ii) a 60 basis points increase in Technology, research and development expenses as a percentage of revenue primarily due to scaling of data storage and processing costs. These increases as a percentage of revenue were partially offset by a 130 basis points reduction in general and administrative expenses as a percentage of revenue primarily due to a decrease in general and administrative expenses driven by Missouri referendum costs in the prior year.

Current report

UK and Ireland (UKI) represents Sky Bet, Paddy Power and Betfair UK and Ireland operations as well as the tombola brand.

Current report

Southern Europe and Africa (SEA) comprises the Italian operations of our Sisal, Snai (effective from acquisition date) and PokerStars brands as well as Sisal’s business in Turkey and Morocco.

Current report

Asia Pacific (APAC) includes our Sportsbet business in Australia and Junglee in India (until August 22, 2025).

Current report

Central and Eastern Europe (CEE) comprises Adjarabet in Georgia and Armenia together with MaxBet in Serbia, Bosnia Herzegovina, North Macedonia and Montenegro.

Current report

Other revenue for the three months ended September 30, 2025 increased by 10% period over period primarily driven by (i) the acquisition of Snai in the current fiscal year and (ii) favorable changes in foreign currency exchange rates which contributed revenue growth of 3%.

Current report

CEE revenue grew 14% period over period primarily driven by (i) iGaming growth and sportsbook net revenue margin growth in Georgia and (ii) a favorable change in foreign currency exchange rates which contributed revenue growth of 3%.

Current report

Nine months ended September 30, 2025 compared to nine months ended September 30, 2024:

Current report

Goodwill impairment increased by $517 million period over period due to impairment of Junglee goodwill driven by the cessation of operations in India in August 2025. See Note 11 “Goodwill” within the Condensed Consolidated Financial Statements for additional information.

Current report

Operating loss (profit) decreased by $812 million to a $222 million loss for the nine months ended September 30, 2025, from $590 million profit for the nine months ended September 30, 2024, as a result of the factors above.

Current report

Adjusted EBITDA for the U.S. was $612 million for the nine months ended September 30, 2025, a $268 million increase compared to $344 million for the nine months ended September 30, 2024. Adjusted EBITDA margin increased to 12.7% for the nine months ended September 30, 2025 from 8.2% for the nine months ended September 30, 2024.

Current report

UKI represents Sky Bet, Paddy Power and Betfair UK and Ireland operations as well as the tombola brand.

Current report

Southern Europe and Africa comprises the Italian operations of our Sisal, Snai (effective from acquisition date) and PokerStars brands as well as Sisal’s business in Turkey and Morocco.

Current report

Asia Pacific includes our Sportsbet business in Australia and Junglee in India (until August 22, 2025).

Current report

Central and Eastern Europe comprises Adjarabet in Georgia and Armenia together with MaxBet in Serbia, Bosnia Herzegovina, North Macedonia and Montenegro.

Current report

CEE revenue grew 12% period over period primarily driven by (i) improved iGaming content and (ii) continued expansion of sportsbook net revenue margin.

Current report

The overall decrease in Adjusted EBITDA margin was primarily driven by an increase in cost of sales as a percentage of revenue of 240 basis points from 43.8% for the nine months ended September 30, 2024, to 46.2% for the nine months ended September 30, 2025, with the acquisitions of Snai and NSX contributing 140 basis points of the period over period increase. The remaining 100 basis points of the increase was primarily driven by (i) a continued shift in revenue mix in favor of iGaming which incurs higher third-party costs than sportsbook and (ii) an increase in taxes in CEE, Brazil and Australia. The increase in cost of sales as a percentage of revenue was partially offset by a reduction in sales and marketing expenses as a percentage of revenue of 70 basis points from 16.8% for the nine months ended September 30, 2024 to 16.1% for the nine months ended September 30, 2025 due to Euros related marketing expenses in the prior period and reduced marketing expense in APAC which more than offset increased investment in Italy to support conversion of our retail customer base to online and our growth plans in Turkey and Brazil .

Current report

During the three and nine months ended September 30, 2025, impairment of $559 million is mainly related to Junglee. The Promotion and Regulation of Online Gaming Act, 2025 (the “Act”), which was passed by the Indian Parliament and received Presidential assent on August 22, 2025, bans all forms of online real money gaming in India. As a result of the Act, from August 22, 2025, Junglee ceased offering all real-money games in India. The Junglee impairment charge is $556 million before income taxes. The assets impaired substantially consist of goodwill $517 million, acquired and developed intangibles of $32 million and other long-lived assets of $7 million. The $517 million of goodwill impaired is not deductible for tax purposes, and therefore there is no income tax benefit. Income tax impacts arising for acquired and developed intangibles and other long-lived assets are not material.

Current report

The New Notes constituted a further issuance of the Notes issued in June 2025 mentioned above. Concurrently, the Group also entered into a Fourth Incremental Assumption Agreement (the “Fourth Incremental TLB Facility”) amending the Credit Agreement. This amendment provided for an additional $500 million of Term Loan B borrowings (the “Fourth Incremental Term B Loans”) and increased the aggregate principal amount available under the revolving credit facility under the Credit Agreement by £50 million. The Fourth Incremental Term B Loans:

Current report

Nine months ended September 30, 2025 compared to nine months ended September 30, 2024:
Removed paragraphs (18)

Previous report

The estimated impact from Illinois transaction fee for the fiscal 2025 is $5 million net, with a gross impact of $35 million mitigated by $30 million in other revenue from the proposed transaction fee. The estimated impact from the New Jersey and Louisiana tax increases for the fiscal 2025 is $35 million net, with a gross impact of $45 million and approximately 20% mitigation through locally optimized promotional and marketing spend. Maryland is estimated to have an impact of $10 million before any mitigation. We expect to mitigate a similar portion of this impact through locally optimized promotional and marketing spend.

Previous report

Technology, research and development expenses increased by 19%, to $256 million for the three months ended June 30, 2025 from $216 million for the three months ended June 30, 2024 primarily driven by (i) $13 million increase in our US segment primarily due to scaling of data storage and processing costs, (ii) $7 million of integration related expense primarily driven by the large-scale migration of Sky Betting & Gaming customers onto our shared UKI platform and migration of Pokerstars Italy to our Southern Europe and Africa (SEA) platform in the current period compared to other smaller migrations and integrations in the prior period and (iii) $5 million due to the consolidation of Snai and NSX.

Previous report

General and administrative expenses increased by 18%, to $525 million for the three months ended June 30, 2025, from $445 million for the three months ended June 30, 2024. The increase was primarily as a result of (i) increased transaction fees and integration costs of $46 million which was primarily driven by (a) business process re-engineering cost and cost associated to our anticipated migration to a new enterprise resource planning system and (b) the acquisitions of Snai and NSX, (ii) an increase of $13 million due to the consolidation of Snai and NSX, (iii) increased share based compensation expense of $8 million due to an increase in stock price, timing of grants and number of grants awarded period over period and (iv) an increase in labor cost other than share based payments due to greater investment in the Group’s workforce.

Previous report

Operating profit increased by $20 million to $389 million for the three months ended June 30, 2025, from $369 million for the three months ended June 30, 2024, as a result of the factors above.

Previous report

Other (expense) income, net decreased by $163 million, to a $74 million expense for the three months ended June 30, 2025, from a $89 million income for the three months ended June 30, 2024. This decrease was primarily driven by the movement in the fair value (loss) gain on the Fox Option liability of $172 million to a loss of $81 million for the three months ended June 30, 2025 from a gain of $91 million for the three months ended June 30, 2024, partially offset by the impact of foreign exchange gain (loss) which was a gain of $25 million for the three months ended June 30, 2025 compared to a loss of $8 million for the three months ended June 30, 2024.

Previous report

Sportsbook revenue increased by 11%, driven by increased stakes of 7% to $11,699 million and an improvement in net revenue margin. The increase in stakes was driven by an increase in player frequency with live-betting representing over half the stakes in the second quarter of 2025.

Previous report

Sportsbook net revenue margin increased by 40 basis points to 10.4% for the three months ended June 30, 2025 compared to 10.0% for the three months ended June 30, 2024. This reflected structural revenue margin expansion of 70 basis points to 13.6% driven by our market leading pricing and risk capabilities and delivering continued increased penetration of parlay bets. The increase in structural revenue margin was partially offset by less favorable sports results of 30 basis points period over period (three months ended June 30, 2025: 80 basis points favorable, three months ended June 30, 2024: 110 basis points favorable).

Previous report

Adjusted EBITDA for the U.S. was $400 million for the three months ended June 30, 2025, a $140 million increase compared to $260 million for the three months ended June 30, 2024. Adjusted EBITDA margin increased to 22.3% for the three months ended June 30, 2025 from 17.0% for the three months ended June 30, 2024. The improvements in Adjusted EBITDA margin were driven by (i) an increase in revenue of $264 million as a result of the factors above, (ii) a reduction in cost of sales as a percentage of revenue of 90 basis points from 54.9% for the three months ended June 30, 2024 to 54.0% for the three months ended June 30, 2025, primarily driven by (a) the benefit of 50 basis points due to improvement in payment processing costs initiatives deployed in the second half of fiscal year 2024 and other cost initiatives which were partially offset by an increase in taxes in Illinois and (b) the benefit of 40 basis points due to the impact of more favorable sports results in the current period when compared with the prior period which typically give rise to a lower cost of sales and (iii) a reduction in sales and marketing expenses as a percentage of revenue of 440 basis points from 16.6% for the three months ended June 30, 2024 to 12.2% for the three months ended June 30, 2025 due to (a) investment in North Carolina in the prior year, (b) sustained operating leverage and (c) a greater proportion of total marketing expenditure for fiscal year 2025 now expected to be incurred during second half of fiscal year 2025 compared to the prior period.

Previous report

CEE revenue grew 8% primarily driven by iGaming growth of 13% due to (i) growth in Georgia and (ii) favorable change in foreign currency exchange rates which contributed revenue growth of 3%. The growth in iGaming was partially offset by a reduction in sportsbook revenue of 15%, primarily driven by the prior period containing the Euros which was partially offset by a favorable change in foreign currency exchange rates which contributed revenue growth of 4%.

Previous report

Six months ended June 30, 2025 compared to six months ended June 30, 2024:

Previous report

Operating profit increased by $119 million to $612 million for the six months ended June 30, 2025, from $493 million for the six months ended June 30, 2024, as a result of the factors above.

Previous report

Net income increased by $252 million to $372 million for the six months ended June 30, 2025, from $120 million for the six months ended June 30, 2024 and net income margin increased to 4.7% from 1.7% for the six months ended June 30, 2024, as a result of the factors above.

Previous report

CEE revenue grew 11% primarily driven by sportsbook growth of 9%, inclusive of the impact of a favorable change in foreign currency exchange rates which contributed to sportsbook revenue growth of 2% and iGaming growth of 12%.

Previous report

The overall decrease in Adjusted EBITDA margin was primarily driven by an increase in cost of sales as a percentage of revenue of 200 basis points from 43.1% for the six months ended June 30, 2024, to 45.1% for the six months ended June 30, 2025, with the acquisitions of Snai and NSX contributing 100 basis points of the period over period increase. The remaining 100 basis points of the increase was primarily driven by (i) a continued shift in revenue mix in favor of iGaming which incurs higher third-party costs than sportsbook and (ii) an increase in taxes in CEE and Betfair Brazil. The increase in cost of sales as a percentage of revenue was partially offset by a reduction in sales and marketing expenses as a percentage of revenue of 100 basis points from 16.6% for the six months ended June 30, 2024 to 15.6% for the six months ended June 30, 2025 due to Euros related marketing expenses in the prior period, which more than offset increased investment in Italy to support conversion of our retail customer base to online, and our growth plans in Turkey and Brazil.

Previous report

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

Previous report

Six months ended June 30, 2025 compared to six months ended June 30, 2024:

Previous report

The increase was primarily driven by net proceeds of $6,004 million received from the issuance of the Bridge Credit Agreement in April 2025 and the Notes and the Third Incremental Term B Loans in June 2025, partially offset by the subsequent repayment of the $3,140 million Bridge Credit Agreement in June 2025 and the repurchase of $583 million ordinary shares in the six months ended June 30, 2025.
Reworded paragraphs (79)

Previous wording

We operate a divisional management and operating structure across our geographic markets. Our segments have an empowered management team responsible for maintaining the momentum and growth in their respective geographic markets. Effective from the first quarter of fiscal 2025, the Company updated its internal reporting, including the information provided to the chief operating decision maker to assess segment performance and allocate resources, and, as a result, updated its reportable segments for the three and six months ended June 30, 2025.

Current wording

We operate a divisional management and operating structure across our geographic markets. Our segments have an empowered management team responsible for maintaining the momentum and growth in their respective geographic markets. Effective from the first quarter of fiscal 2025, the Company updated its internal reporting, including the information provided to the chief operating decision maker to assess segment performance and allocate resources, and, as a result, updated its reportable segments for the three and nine months ended September 30, 2025.

Previous wording

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

Current wording

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

Previous wording

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. The acquisition brings the Group’s holding in FanDuel to 100%. The transaction closed on July 31, 2025.

Current wording

On July 31, 2025, the Group completed the transaction with Boyd Gaming Corporation to acquire the redeemable non-controlling interest of 5% held by Boyd Interactive Holdings L.L.C. (“Boyd”) in FanDuel Group Parent LLC (“FanDuel”) for a consideration of $1,553 million and terminate certain existing market access and retail agreements for an amount of $205 million. The Group also entered into new collaboration and market access agreements. The acquisition brings the Group’s holding in FanDuel to 100% (subject to the Fox Option).

Previous wording

We intend to continue to make similar investments in the future in attractive, fast-growing markets where growing our business organically is typically slower or more difficult to achieve. Acquisitions can involve significant investments to integrate the business of the acquired company with our business, and such costs may vary significantly from period to period. Accordingly, the impact of significant acquisitions may result in our financial information for such periods being less comparable to prior financial periods, or not being comparable at all, to prior financial periods.

Current wording

We intend to make similar investments in the future in attractive, fast-growing markets where growing our business organically is typically slower or more difficult to achieve. Acquisitions can involve significant investments to integrate the business of the acquired company with our business, and such costs may vary significantly from period to period. Accordingly, the impact of significant acquisitions may result in our financial information for such periods being less comparable to prior financial periods, or not being comparable at all, to prior financial periods.

Previous wording

Our U.S. segment is the largest growth opportunity for the Group. Since 2018 when the key gambling legislation was overturned by the U.S. Supreme Court, a number of states have moved to legalize and regulate gambling at the state level. As of June 30, 2025, FanDuel is active in 22 states, the District of Columbia and Puerto Rico, all of which have legalized and regulated online sports betting and five states that have legalized and regulated iGaming.

Current wording

Our U.S. segment is the largest growth opportunity for the Group. Since 2018 when the key gambling legislation was overturned by the U.S. Supreme Court, a number of states have moved to legalize and regulate gambling at the state level. As of September 30, 2025, FanDuel is active in 22 states, the District of Columbia and Puerto Rico, all of which have legalized and regulated online sports betting and five states that have legalized and regulated iGaming. On December 1, 2025, FanDuel online sports betting will be launched in Missouri.

Previous wording

We are also closely monitoring the developments around the events contracts markets including among other things actions by state regulators, the U.S. Commodities Futures Trade Commission and the potential direct and indirect opportunities for FanDuel to explore. We already operate a substantially large betting exchange, the Betfair Exchange, and we have significant experience in this space.

Current wording

We are also closely monitoring the developments around the prediction markets, including among other things heightened competition, action by state regulators, the U.S. Commodities Futures Trade Commission and the opportunities for FanDuel to explore. We expect to launch “FanDuel Predicts” a new FanDuel branded app in December 2025, including sports markets, through our strategic partnership with CME Group. Our launch strategy has been developed in close consultation with state regulators and tribal authorities, resulting in a tailored, state-specific approach. This new FanDuel branded app is expected to offer sports markets in states without a current sports betting regulatory framework. Sports markets will also be restricted to non-tribal lands. This means that a significant proportion of the US population will soon have access to a brand new FanDuel sports product, operating with the same high standards regarding customer protection, know your customer, and anti-money laundering as all our FanDuel products. A range of financial and cultural markets will also be offered across virtually all states. In our existing sportsbook and iGaming states our primary focus will continue to be the state-regulated market and strengthening our leadership position in our core sports betting and iGaming businesses.

Previous wording

In recent months, we have seen several U.S. states enact gaming tax increases.

Current wording

In this year, we have seen several U.S. states enact gaming tax increases.

Previous wording

•On June 1, 2025, the state of Maryland increased its tax rate on online sports betting from 15% to 20%;

Current wording

•Effective June 1, 2025, the state of Maryland increased its tax rate on online sports betting from 15% to 20%;

Previous wording

•On July 1, 2025, the state of Illinois introduced a betting transaction fee for licensed operators on all sports wagers placed within the state. In response, from September 1, 2025, FanDuel will introduce a new $0.50 transaction fee on each bet placed on our platform in Illinois. This decision reflects the significant increase in the cost of operating in Illinois driven by the new Illinois transaction fee. The introduction of this fee by the state follows a substantial increase in the betting tax rate in Illinois in 2024;

Current wording

•Effective July 1, 2025, the state of Illinois introduced a betting transaction fee for licensed operators on all sports wagers placed within the state. In response, effective September 1, 2025, FanDuel introduced a new $0.50 transaction fee on each bet placed on our platform in Illinois. This decision reflects the significant increase in the cost of operating in Illinois driven by the new Illinois transaction fee. The introduction of this fee by the state follows a substantial increase in the betting tax rate in Illinois in 2024;

Previous wording

•From July 1 2025, New Jersey increased their gaming tax rates on both sports betting (from 13.5% to 19.75%) and gaming (from 15% to 19.75%);

Current wording

•Effective July 1 2025, New Jersey increased its gaming tax rates on both sports betting (from 13.5% to 19.75%) and gaming (from 15% to 19.75%); and

Previous wording

•From August 1 2025, the state of Louisiana will increase its tax rate on online sports betting from 15% to 21.5%.

Current wording

•Effective August 1 2025, the state of Louisiana increased its tax rate on online sports betting from 15% to 21.5%.

Previous wording

Italy is the largest regulated gambling market in the European Union. In recent years, the regulatory framework in Italy has tightened with a ban on online advertising issued in 2019. In August 2023, the Italian government approved the terms of a new legislative decree to reorganize the entire gambling sector with the primary objective of improving player protection, combating illegal gambling and increasing tax revenues through a new licensing framework. The first operational step was the approval of a decree in March 2024 to initiate the reorganization of the online sector through the issuing in December 2024 of a call for tenders for new online gaming licenses. The bids for new online gaming licenses were submitted on May 30, 2025. These licenses are valid for nine years and cover all games that are not subject to exclusive licenses, such as online scratch cards. On July 1, 2025, Italy’s Agenzia delle dogane e dei Monopoli (“ADM”) confirmed that 46 applications have been approved for new online gaming licenses in the country. Flutter is awaiting official confirmation of the assignment of the five licenses for all the brands we operate in Italy (confirmation expected by the end of September 2025).

Current wording

Italy is the largest regulated gambling market in the European Union. In recent years, the regulatory framework in Italy has tightened with a ban on online advertising issued in 2019. In August 2023, the Italian government approved the terms of a new legislative decree to reorganize the entire gambling sector with the primary objective of improving player protection, combating illegal gambling and increasing tax revenues through a new licensing framework. The first operational step was the approval of a decree in March 2024 to initiate the reorganization of the online sector through the issuing in December 2024 of a call for tenders for new online gaming licenses. The bids for new online gaming licenses were submitted on May 30, 2025. These licenses are valid for nine years and cover all games that are not subject to exclusive licenses, such as online scratch cards. On July 1, 2025, Italy’s Agenzia delle dogane e dei Monopoli (“ADM”) confirmed that 46 applications have been approved for new online gaming licenses in the country. Flutter has obtained five licenses for all the brands we operate in Italy.

Previous wording

On January 1, 2025, Brazil launched its regulated market for online sports betting and casino. We received a provisional license from the Ministry of Finance, Brazil on December 31, 2024 and launched Betfair in Brazil on January 1, 2025. On February 7, 2025, we received a full license from the Ministry of Finance, Brazil. On May 14, 2025, Flutter completed its acquisition of a 56% interest in NSX operator of the Betnacional brand in Brazil. On May 29, 2025, Brazil’s Senate approved a bill implementing new rules to ban betting advertising during live sports broadcasts and prohibit the use of celebrities, influencers, and active athletes in gambling promotions. The bill will now be deliberated in the Chamber of Deputies. In June 2025, Brazil’s government published a provisional measure that if approved in Congress would raise the gross gaming revenue tax rate from 12% to 18%.

Current wording

On January 1, 2025, Brazil launched its regulated market for online sports betting and casino. We received a provisional license from the Ministry of Finance, Brazil on December 31, 2024 and launched Betfair in Brazil on January 1, 2025. On February 7, 2025, we received a full license from the Ministry of Finance, Brazil. On May 14, 2025, Flutter completed its acquisition of a 56% interest in NSX operator of the Betnacional brand in Brazil. On May 29, 2025, Brazil’s Senate approved a bill implementing new rules to ban betting advertising during live sports broadcasts and prohibit the use of celebrities, influencers, and active athletes in gambling promotions. The bill will now be deliberated in the Chamber of Deputies.

Previous wording

Among the other international markets in which we operate, Turkey, Georgia, Spain, Serbia and India are our five largest markets after UKI, Italy and Australia.

Current wording

Among the other international markets in which we operate, Turkey, Spain, Georgia and Serbia are our four largest markets after UKI, Italy, Australia and Brazil.

Previous wording

Our revenue increased by 16%, to $4,187 million for the three months ended June 30, 2025, from $3,611 million for the three months ended June 30, 2024 and our AMPs increased 11% period over period to 16 million. The key driver of Group revenue growth was continued strong growth of our U.S. segment, with revenue increasing by 17% period over period, due to scaling of our U.S. business and strong growth in existing states (pre-2024 states). Revenue in our International segment increased by 15% period over period, primarily driven by (i) the acquisitions of Snai and NSX, which were consolidated for the first time during the second quarter of 2025 and contributed an 11% increase in revenue, and (ii)strong momentum in iGaming within our other brands with revenue increasing 14% period over period, partially offset by a decrease in sportsbook revenue in other brands of 5% driven by the prior period containing the European Football Championships (“Euros”) which accounted for 6% of stakes in the prior period.

Current wording

Our revenue increased by 17%, to $3,794 million for the three months ended September 30, 2025, from $3,248 million for the three months ended September 30, 2024 and our AMPs increased 9% period over period to 14 million. Revenue in our US segment increased by 9% period over period, driven by iGaming growth of 44% period over period, which was partially offset by a 5% decrease in sportsbook revenue period over period driven by competitive pressure during NFL season start and customer friendly sports results. Revenue in our International segment increased by 21% period over period, primarily driven by the acquisitions of Snai and NSX, which were consolidated for the first time during the second quarter of 2025 and contributedan 18% increase in revenue. In addition to the acquisition benefit, our existing brands delivered strong momentum in iGaming with revenue increasing 10% period over period, partially offset by a decrease in sportsbook revenue in our existing brands of 6%driven by the prior period containing the European Football Championships (“Euros”) which accounted for 4% of stakes in the prior period and the impact of unfavorable sports results in the current period compared to favorable sports results in the prior period.

Previous wording

Cost of sales increased by 21%, to $2,228 million for the three months ended June 30, 2025, from $1,835 million for the three months ended June 30, 2024. Cost of sales as a percentage of revenue increased period over period to 53% for the three months ended June 30, 2025 from 51% for the three months ended June 30, 2024. In our U.S. segment, cost of sales as a percentage of revenue decreased period over period by 90 basis points, from 54.9% for the three months ended June 30, 2024 to 54.0% for the three months ended June 30, 2025 primarily driven by (i) the benefit of a 50 basis points due to improvement in payment processing costs initiatives deployed in the second half of fiscal year 2024 and other cost initiatives which were partially offset by an increase in taxes in Illinois and (ii) the benefit of 40 basis points due to the impact of more favorable sports results in the current period when compared with the prior period which typically give rise to a lower cost of sales. Cost of sales as a percentage of revenue increased in our International segment by 320 basis points with the acquisition of Snai and NSX contributing 170 basis points of the period over period increase. The remaining 150 basis points of the increase was primarily driven by (i) a continued shift in revenue mix in favor of iGaming which incurs higher third-party costs than sportsbook and (ii) an increase in taxes in Central and Eastern Europe (CEE) and Betfair Brazil.

Current wording

Cost of sales increased by 24%, to $2,168 million for the three months ended September 30, 2025, from $1,752 million for the three months ended September 30, 2024. Cost of sales as a percentage of revenue increased period over period to 57% for the three months ended September 30, 2025 from 54% for the three months ended September 30, 2024. In our U.S. segment, cost of sales as a percentage of revenue increased period over period by 120 basis points, from 59.0% for the three months ended September 30, 2024 to 60.2% for the three months ended September 30, 2025 primarily driven by an increase in gaming taxes of 280 basis point driven by (a) state tax increases in IL, LA and MD during the current year and (b) changes in state revenue mix, partially offset by the benefit of 160 basis points driven by improvement in payment processing costs initiatives, improved market access terms secured through the Boyd transaction and other cost initiatives. Cost of sales as a percentage of revenue increased in our International segment by 300 basis points with the acquisition of Snai and NSX contributing 200 basis points of the period over period increase. The remaining 100 basis points of the increase was primarily driven by (i) a continued shift in revenue mix in favor of iGaming which incurs higher third-party costs than sportsbook and (ii) an increase in gaming taxes in Central and Eastern Europe (CEE) and Betfair Brazil. Additionally, there was a $34 million increase in depreciation and amortization primarily driven by the acquisition of Snai.

Previous wording

Sales and marketing expenses increased by 6% to $789 million for the three months ended June 30, 2025, from $746 million for the three months ended June 30, 2024. Sales and marketing expenses as a percentage of revenue was 19% for the three months ended June 30, 2025, a decrease of 200 basis points from 21% for the three months ended June 30, 2024. In our US segment, sales and marketing expenses decreased by 13% period over period driven by heightened investment in the North Carolina launch in the prior year and a greater proportion of total marketing expenditure for fiscal year 2025 now expected to be incurred during the second half of fiscal year 2025 compared to the prior period. As a percentage of revenue, sales and marketing expenses decreased by 440 basis points period over period due to sustained operating leverage. In our International segment, sales and marketing expenses increased by $18 million or 5% with the acquisitions of Snai and NSX contributing to $37 million or 10% of the increase. As a percentage of revenue, sales and marketing expenses decreased by 150 basis points to 15.7% for the three months ended June 30, 2025 due to Euros related marketing expenses in the prior period which was offset by increased investment in Italy to support conversion of our retail customer base to online, and our growth plans in Turkey and Brazil in the current period. The decreases in our segment sales and marketing expenses as a percentage of revenue was offset by an increase of 90 basis points due to acceleration of amortization resulting from a change in estimated useful lives of acquired customer intangibles and amortization of acquired intangible assets from the Snai and NSX acquisitions.

Current wording

Sales and marketing expenses increased by 29%, to $966 million for the three months ended September 30, 2025, from $748 million for the three months ended September 30, 2024. The increase in sales and marketing expenses were partially driven by (i) an increase in depreciation and amortization expense of $105 million primarily due to (a) acceleration of amortization resulting from a change in the estimated useful lives of acquired customer intangibles in our SkyBet and Pokerstars brands and (b) amortization of acquired intangible assets from the Snai and NSX acquisitions and (ii) a $16 million increase due to the impairment of Junglee assets driven by the cessation of operations in India in August 2025. In our US segment, sales and marketing expenses increased by 11% in line with plans to spend a greater proportion of 2025 investment during the second half of 2025. Sales and marketing expense in our US segment as a percentage of revenue increased by 20 basis points due to the impact of adverse sports results. In our International segment, sales and marketing expenses increased by $66 million, or 19%, with the acquisitions of Snai and NSX contributing $78 million of the increase. As a percentage of revenue, sales and marketing expenses decreased by 40 basis points to 17.0% for the three months ended September 30, 2025 benefitting from the growth in regions where marketing spend is relatively lower as a percentage of revenue like Southern Europe and Africa (SEA) and CEE.

Previous wording

Interest expense, net increased by $2 million, to $110 million for the three months ended June 30, 2025, from $108 million for the three months ended June 30, 2024, primarily due to a $22 million increase in interest expense arising from the Bridge Credit Agreement dated April 29, 2025, the Senior Secured Notes due 2032 and the USD First Lien Term Loan B due 2032 which were both issued on June 4, 2025 offset primarily by a $21 million decrease in Term Loan and Revolving Credit Facility interest expense as a result of falling interest rates, a reduced margin on the Term Loan B resulting from a repricing and lower average drawings on the Revolving Credit Facility.

Current wording

Interest expense, net increased by $47 million, to $152 million for the three months ended September 30, 2025, from $105 million for the three months ended September 30, 2024, primarily due to a$44 million increase in interest expense arising from the (i) entry into Bridge Credit Agreement dated July 10, 2025, (ii) issuance of the Senior Secured Notes due 2031 and (iii) issuance of the USD First Lien Term Loan B due 2032 during the current fiscal year.

Previous wording

Adjusted EBITDA increased by 25%, to $919 million for the three months ended June 30, 2025, from $738 million for the three months ended June 30, 2024. Adjusted EBITDA margin increased by 150 basis points from 20.4% to 21.9% reflecting the revenue performance and expenses trends outlined above.

Current wording

Adjusted EBITDA increased by 6%, to $478 million for the three months ended September 30, 2025, from $450 million for the three months ended September 30, 2024. Adjusted EBITDA margin decreased by 130 basis points from 13.9% to 12.6% reflecting the revenue performance and expenses trends outlined above.

Previous wording

Total revenue for our U.S. segment increased by 17% to $1,791 million for the three months ended June 30, 2025, from $1,527 million for the three months ended June 30, 2024. AMPs grew by 2% period over period as we lapped the benefit of the North Carolina launch in March during the prior period. Pre-2024 states AMPs increased by 5% and pre-2022 states AMPs increased by 7%.

Current wording

Total revenue for our U.S. segment increased by 9% period over period to $1,368 million for the three months ended September 30, 2025, from $1,250 million for the three months ended September 30, 2024. AMPs grew by 8% period over period. Pre-2024 state AMPs increased by 10% and pre-2022 state AMPs increased by 11%.

Previous wording

iGaming revenue for the three months ended June 30, 2025 increased by 42% driven by an increase in AMPs of 32% period over period to 0.9 million for the three months ended June 30, 2025 compared to 0.7 million for the three months ended June 30, 2024 and an increase in player frequency driven by the launch of site-wide jackpots and the roll out of new titles to the platform.

Current wording

iGaming revenue for the three months ended September 30, 2025 increased by 44% driven by an increase in AMPs of 30% period over period to 0.9 million for the three months ended September 30, 2025 compared to 0.7 million for the three months ended September 30, 2024 and an increase in player frequency driven by continued product development.

Previous wording

Total revenue for our International segment increased by 15% to $2,396 million for the three months ended June 30, 2025 from $2,084 million for the three months ended June 30, 2024 driven by a 15% increase in AMPs, with the acquisitions of Snai and NSX contributing an increase in revenue of 11%. Additionally, favorable changes in foreign currency exchange rates contributed to an increase in revenue of 3%.

Current wording

Total revenue for our International segment increased by 21%, to $2,426 million for the three months ended September 30, 2025 from $1,998 million for the three months ended September 30, 2024 driven by a 10% increase in AMPs, with the acquisitions of Snai and NSX contributing an increase in revenue of 18%. Additionally, favorable changes in foreign currency exchange rates contributed to an increase in revenue of 2%.

Previous wording

Sportsbook revenue increased by 4% to $1,041 million for the three months ended June 30, 2025 from $997 million for the three months ended June 30, 2024, withthe acquisitions of Snai and NSX contributing an increase in revenue of 9%. Sportsbook stakes grew 7% period over period with Snai and NSX contributing 9% of the period over period growth offsetting the impact of the Euros in the prior period which accounted for 6% of handle in the prior period. Additionally, favorable changes in foreign currency exchange rate contributed revenue growth of 2%.

Current wording

Sportsbook revenue increased by 11%, to $982 million for the three months ended September 30, 2025 from $887 million for the three months ended September 30, 2024, with the acquisitions of Snai and NSX contributing an increase in revenue of 17%. Sportsbook stakes grew 13% period over period with Snai and NSX contributing 16% of the period over period growth offsetting the impact of the Euros in the prior period which accounted for 4% of handle.

Previous wording

Sportsbook net revenue margin decreased by 30 basis points period over period to 13.1%. Structural revenue margin was flat period-over-period, as underlying pricing capability driven margin expansion was offset by faster growth in regions with lower margins including SEA, Brazil and CEE. A decrease in favorable sports results contributed to the decline with period-over-period impact of 90 basis points (three months ended June 30, 2025: 30 basis points favorable, three months ended June 30, 2024: 120 basis points favorable). A reduction in promotional spend of 60 basis points to 3.6% of stakes had a positive impact on net revenue margin, partially offsetting the impacts set out above.

Current wording

Sportsbook net revenue margin decreased by 30 basis points period over period to 12.4%. Structural revenue margin decreased by 20 basis points driven by the impact of faster growth in regions with currently lower structural revenue margins including SEA, Brazil and CEE. There was a 70 basis points adverse impact from unfavorable sports results compared with the prior period (three months ended September 30, 2025: 20 basis points unfavorable, three months ended September 30, 2024: 50 basis points favorable). A 60 basis points reduction in promotional spend to 3.7% of stakes had a positive impact on net revenue margin, partially offsetting the impacts set out above.

Previous wording

iGaming revenue increased by 27% to $1,268 million for the three months ended June 30, 2025 from $997 million for the three months ended June 30, 2024, with the acquisitions of Snai and NSX contributing revenue growth of 13%. Additionally, revenue growth was driven by (i) strong performance in our other brands within SEA, continued momentum in India and double-digit growth in UKI due to higher engagement from new slots content and more targeted generosity partially offsetting the impact of slots limits and (ii) favorable changes in foreign currency exchange rates which contributed revenue growth of 4%.

Current wording

iGaming revenue increased by 31%, to $1,369 million for the three months ended September 30, 2025 from $1,043 million for the three months ended September 30, 2024, with the acquisitions of Snai and NSX contributing revenue growth of 21%. Additionally, revenue growth was driven by (i) strong performance in Sisal, which more than offset the impact of the cessation of operations in India and (ii) favorable changes in foreign currency exchange rates which contributed revenue growth of 3%.

Previous wording

UKI revenue grew by 1% period over period. UKI sportsbook revenue decreased by 12% due to a decrease in amounts staked of 3% driven by the Euros in the prior period, which accounted for 10% of overall volumes in the prior period. Adverse sports results also contributed to the decrease with period-over-period impact of 190 basis points with sports results in the three months ended June 30, 2025 being less favorable than those arising in the prior period (three months ended June 30, 2025: 0 basis points favorable, three months ended June 30, 2024: 190 basis points favorable). The overall decrease in sportsbook revenue was partially offset by a favorable change in foreign currency exchange rates which contributed revenue growth of 5%. UKI iGaming revenue grew 17% period-over-period driven by (i) continued product enhancements and generosity optimization, partially offsetting the impact of the Gambling Act review which led to player restrictions implemented during the quarter and (ii) a favorable change in foreign currency exchange rates which contributed revenue growth of 7%.

Current wording

UKI revenue grew by 1% period over period. UKI sportsbook revenue decreased by 7% due to a decrease in amounts staked of 6% driven by the Euros in the prior period, which accounted for 8% of overall volumes in the prior period. Adverse sports results also contributed to the decrease with period-over-period impact of 40 basis points with sports results in the three months ended September 30, 2025 being less favorable than those arising in the prior period. The overall decrease in sportsbook revenue was partially offset by a favorable change in foreign currency exchange rates which contributed revenue growth of 4%. UKI iGaming revenue grew 7% period-over-period driven by (i) new content roll-out and (ii) a favorable change in foreign currency exchange rates which contributed revenue growth of 4%.

Previous wording

SEA revenue grew 68% period over period. The acquisition of Snai contributed revenue growth of 52% and a favorable change in foreign currency exchange rates contributed revenue growth of 5%. Sportsbook revenue for the region grew 64% due to (i) the acquisition of Snai which contributed an increase in revenue of 61%, (ii) a favorable change in foreign currency exchange rates which contributed revenue growth of 7%, (iii) revenue growth within our other brands, despite the prior period containing the Euros which accounted for 8% of stakes and (iv) an increase in structural revenue margin of 40 basis points offset by less favorable sporting results of 100 basis points period over period. iGaming revenue grew 70% period over period benefiting from (i) the acquisition of Snai which contributed an increase of 46%, (ii) continued momentum in our other brands in Italy and Turkey and (iii) favorable change in foreign currency exchange rates which contributed revenue growth of 3%. SEA Italian revenue grew by 67%, inclusive of Snai, and Turkey revenue grew by 87% period over period.

Current wording

SEA revenue grew 101% period over period. The acquisition of Snai contributed revenue growth of 82% and a favorable change in foreign currency exchange rates contributed revenue growth of 8%. Sportsbook revenue for the region grew 114% period over period due to (i) the acquisition of Snai which contributed an increase in revenue of 108%, (ii) a favorable change in foreign currency exchange rates which contributed revenue growth of 12%, and (iii) revenue growth within Sisal, despite the prior period containing the Euros which accounted for 4% of stakes. iGaming revenue grew 94% period over period benefiting from (i) the acquisition of Snai which contributed an increase in revenue of 70%, (ii) growth in Sisal Italy which continues to benefit from Flutter Edge integrations and in Turkey where an expanding product offering is driving online penetration and (iii) favorable change in foreign currency exchange rates which contributed revenue growth of 4%.

Previous wording

Asia Pacific (APAC) revenue was 4% higher period over period. Sportsbook revenue in Australia was 3% higher where a 6% decrease in amounts staked were partially offset by (i) a decrease in promotional spend due to optimized generosity and (ii) increased favorable sports results period over period. The increase in Sportsbook revenue was partially offset by unfavorable changes in foreign currency exchange rates which impacted revenue growth by 3%. iGaming growth in India of 24% primarily due to an increase in AMPs of 15% and improved monetization through pricing and bonus optimizations. The growth in India was impacted by unfavorable changes in foreign currency exchange rates which impacted revenue growth by 3%.

Current wording

APAC revenue was 12% lower period over period. Sportsbook revenue in Australia was 9% lower primarily driven by (i) a decrease in amounts staked of 5% due to ongoing softer trends in horse racing and (ii) a 110 basis points decrease in favorable sports results, partially offset by a decrease in promotional spend of 50 basis points due to optimized generosity. The decrease in Sportsbook revenue was also impacted by unfavorable changes in foreign currency exchange rates which impacted revenue by 2%. iGaming revenue declined in India by 35% period over period which reflects the prohibition of real-money gaming and subsequent cessation of our Indian operations in August 2025.

Previous wording

Brazil revenue grew 144% period over period with NSX contributing 185% of revenue growth. The increase in revenue was partially offset by an unfavorable change in foreign currency exchange rates which contributed a revenue decline of 31%. Betfair Brazil revenue decreased period over period due to (i) adverse sports results and (ii) customer re-registration friction in the newly regulated market.

Current wording

Brazil revenue grew 412% period over period with NSX contributing 430% of revenue growth. Betfair Brazil revenue decreased by 18% period over period due to customer re-registration friction in the newly regulated market.

Previous wording

Adjusted EBITDA for International was $591 million for the three months ended June 30, 2025, a 13% increase from $523 million for the three months ended June 30, 2024, and Adjusted EBITDA margin decreased by 40 basis points to 24.7% for the three months ended June 30, 2025. The acquisitions of Snai and NSX contributed to the increase in Adjusted EBITDA by $33 million and the decrease in Adjusted EBITDA margin by 110 basis points.

Current wording

Adjusted EBITDA for International was $505 million for the three months ended September 30, 2025, a 10% increase from $461 million for the three months ended September 30, 2024, and Adjusted EBITDA margin decreased by 230 basis points to 20.8% for the three months ended September 30, 2025. The acquisitions of Snai and NSX contributed to the increase in Adjusted EBITDA by $43 million and the decrease in Adjusted EBITDA margin by 180 basis points.

Previous wording

The overall decrease in Adjusted EBITDA margin was primarily driven by an increase in cost of sales as a percentage of revenue of 320 basis points from 42.9% for the three months ended June 30, 2024, to 46.1% for the three months ended June 30, 2025, with the acquisitions of Snai and NSX contributing 170 basis points of the period over period increase. The remaining 150 basis points of the increase was primarily driven by (i) a continued shift in revenue mix in favor of iGaming which incurs higher third-party costs than sportsbook and (ii) an increase in taxes in CEE and Betfair Brazil. The increase in cost of sales as a percentage of revenue was partly offset by a reduction in sales and marketing expenses as a percentage of revenue of 150 basis points from 17.2% for the three months ended June 30, 2024 to 15.7% for the three months ended June 30, 2025 due to Euros related marketing expenses in the prior period which more than offset increased investment in Italy to support conversion of our retail customer base to online, and our growth plans in Turkey and Brazil.

Current wording

The overall decrease in Adjusted EBITDA margin was primarily driven by an increase in cost of sales as a percentage of revenue of 300 basis points from 45.1% for the three months ended September 30, 2024, to 48.1% for the three months ended September 30, 2025, with the acquisitions of Snai and NSX contributing 200 basis points of the period over period increase. The remaining 100 basis points of the increase was primarily driven by (i) a continued shift in revenue mix in favor of iGaming which incurs higher third-party costs than sportsbook and (ii) an increase in taxes in CEE and Betfair Brazil. The increase in cost of sales as a percentage of revenue was partly offset by a reduction in sales and marketing expenses as a percentage of revenue of 40 basis points from 17.4% for the three months ended September 30, 2024 to 17.0% for the three months ended September 30, 2025 benefitting from the growth in regions where marketing spend is relatively lower as a percentage of revenue like SEA and CEE.

Previous wording

Our revenue increased by 12%, to $7,852 million for the six months ended June 30, 2025, from $7,008 million for the six months ended June 30, 2024 and our AMPs increased 10% period over period to 15.4 million. This was primarily driven by the continued strong revenue growth of our U.S. segment, with revenue increasing by 18% period over period, due to scaling of our U.S. business and strong growth in existing states (pre-2024 states). Our revenue in the International segment increased by 8% period over period, driven by (i) our acquisitions of Snai and NSX which contributed revenue growth of 6% and (ii) strong momentum in iGaming within our other brands with revenue increasing 9% period over period, partially offset by a decrease in sportsbook revenue of 4% in our other brands due to a decrease in stakes of 4%driven by the prior period containing the Euros.

Current wording

Our revenue increased by 14%, to $11,646 million for the nine months ended September 30, 2025, from $10,256 million for the nine months ended September 30, 2024 and our AMPs increased 14% period over period to 15.5 million. This was primarily driven by the continued strong revenue growth of our U.S. segment, with revenue increasing by 15% period over period, due to scaling of our U.S. business and strong growth in existing states (pre-2024 states). Our revenue in the International segment increased by 12% period over period, driven by (i) our acquisitions of Snai and NSX which contributed revenue growth of 10% and (ii) strong momentum in iGaming within our other brands with iGaming revenue increasing 9% period over period, partially offset by a decrease in sportsbook revenue of 5% in our other brands due to a decrease in stakes of 4% driven by the prior period containing the Euros and the impact of less favorable sports results in the current period compared to the prior period.

Previous wording

Cost of sales increased by 15%, to $4,184 million for the six months ended June 30, 2025, from $3,628 million for the six months ended June 30, 2024. Cost of sales as a percentage of revenue increased period over period from 52% for the six months ended June 30, 2024 to 53% for the six months ended June 30, 2025. Cost of sales as percentage of revenue in our U.S. segment decreased period over period by 120 basis points from 56.9% for the six months ended June 30, 2024 to 55.7% for the six months ended June 30, 2025 primarily driven by (i) the benefit of 150 basis points primarily from the year-over-year favorable impact of increased player incentive investment in North Carolina in the prior year and payment processing and other costs initiatives, partially offset by the impact of an increase in taxes in Illinois and (ii) the adverse impact of 30 basis points due to more unfavorable sports results in the current period when compared with the prior period. Cost of sales as a percentage of revenue increased in our International segment by 200 basis points with the acquisitions of Snai and NSX contributing 100 basis points of the period over period increase. The remaining 100 basis points of the increase was primarily driven by (i) a continued shift in revenue mix in favor of iGaming which incurs higher third-party costs than sportsbook and (ii) an increase in taxes in CEE and Betfair Brazil.

Current wording

Cost of sales increased by 18%, to $6,352 million for the nine months ended September 30, 2025, from $5,380 million for the nine months ended September 30, 2024. Cost of sales as a percentage of revenue increased period over period from 52% for the nine months ended September 30, 2024 to 55% for the nine months ended September 30, 2025. Cost of sales as percentage of revenue in our U.S. segment decreased period over period by 50 basis points from 57.5% for the nine months ended September 30, 2024 to 57.0% for the nine months ended September 30, 2025 primarily driven by a 230 basis points benefit primarily from the year-over-year favorable impact of increased player incentive investment in North Carolina in the prior year and payment processing and other costs initiatives, partially offset by the impact of an increase in gaming taxes of 180 basis due to increase in state taxes during the current year. Cost of sales as a percentage of revenue increased in our International segment by 240 basis points with the acquisitions of Snai and NSX contributing 140 basis points of the period over period increase. The remaining 100 basis points of the increase was primarily driven by (i) a continued shift in revenue mix in favor of iGaming which incurs higher third-party costs than sportsbook and (ii) an increase in gaming taxes in CEE, Brazil and Australia. Additionally, there was a $45 million increase in depreciation and amortization primarily due to the acquisition of Snai and increased capital expenditures in our U.S. segment.

Previous wording

Technology, research and development expenses increased by 16%, to $471 million for the six months ended June 30, 2025 from $406 million for the six months ended June 30, 2024, primarily driven by (i) a $39 million increase in our U.S. segment primarily due to scaling of data storage and processing costs, (ii) $12 million of integration related expense primarily driven by the large-scale migration of Sky Betting & Gaming customers onto our shared UKI platform and migration of our Pokerstars Italy customers to our SEA platform in the current period compared to other smaller migrations and integrations in the prior period and (iii) $5 million due to the consolidation of Snai and NSX.

Current wording

Technology, research and development expenses increased by 21%, to $746 million for the nine months ended September 30, 2025 from $619 million for the nine months ended September 30, 2024, primarily driven by (i) a $55 million increase in our U.S. segment primarily due to scaling of data storage and processing costs and investment in talent, (ii) a $16 million increase due to impairment of Junglee assets driven by the cessation of operations in India in August 2025, (iii) a $14 million increase due to the consolidation of Snai and NSX, (iv) an increase of $10 million in integration related expense primarily driven by the large-scale migrations related to SkyBet and Pokerstars platform integrations in the current period compared to other smaller migrations and integrations in the prior period and (v) an increase in share based compensation expenses of $6 million due to an increase in stock price, timing of grants and number of grants awarded period over period.

Previous wording

Sales and marketing expenses increased by $2 million to $1,629 million for the six months ended June 30, 2025 compared to $1,627 million for the six months ended June 30, 2024. Sales and marketing expenses as a percentage of revenue was 21% for the six months ended June 30, 2025, a decrease of 200 basis points from 23% for the six months ended June 30, 2024. In our U.S. segment, sales and marketing expenses decreased by 12% period over period driven by heightened investment in the North Carolina launch in the prior year and a greater proportion of total marketing expenditure for fiscal year 2025 now expected to be incurred during second half of fiscal year 2025 compared to the prior period. As a percentage of revenue, sales and marketing expenses decreased by 580 basis points period over period due to sustained operating leverage. In our International segment, sales and marketing expenses increased by $10 million or 1% with the acquisitions of Snai and NSX contributing a $37 million or 5% of the increase. As a percentage of revenue sales and marketing expenses decreased by 100 basis points to 16.6% for the six months ended June 30, 2025 due to Euros related marketing expenses in the prior period which more than offset increased investment in Italy to support conversion of our retail customer base to online, and our growth plans in Turkey and Brazil. The decreases in our segment sales and marketing expenses as a percentage of revenue was offset by an increase of 50 basis points due to acceleration of amortization resulting from a change in estimated useful livesand amortization of acquired intangible assets from the Snai and NSX acquisitions.

Current wording

Sales and marketing expenses increased by $220 million, to $2,595 million for the nine months ended September 30, 2025 compared to $2,375 million for the nine months ended September 30, 2024. The increase in sales and marketing expenses was primarily driven by (i) a $176 million increase in amortization period over period primarily due to acceleration of amortization resulting from a change in estimated useful lives in our SkyBet and Pokerstars brands and and amortization of acquired intangible assets from the Snai and NSX acquisitions and (ii) a $16 million increase due to impairment of Junglee assets driven by the cessation of operations in India in August 2025. In our U.S. segment, sales and marketing expenses decreased by 5% period over period driven by heightened investment in the North Carolina launch in the prior year and a greater proportion of total marketing expenditure for fiscal year 2025 to be incurred during the second half of fiscal year 2025 compared to the prior period. As a percentage of revenue, sales and marketing expenses decreased by 410 basis points period over period due to sustained operating leverage. In our International segment, sales and marketing expenses increased by $76 million, or 7% period over period with the acquisitions of Snai and NSX contributing $115 million of the increase. As a percentage of revenue sales and marketing expenses decreased by 70 basis points to 16.1% for the nine months ended September 30, 2025 due to Euros related marketing expenses in the prior period and reduced marketing expense in APAC which more than offset increased investment in Italy to support conversion of our retail customer base to online, and our growth plans in Turkey and Brazil.

Previous wording

General and administrative expenses increased by 12%, to $956 million for the six months ended June 30, 2025, from $854 million for the six months ended June 30, 2024. The increase was primarily as a result of (i) increased transaction fees and integration costs of $30 million which was primarily driven by (a) business process re-engineering cost and cost associated to our anticipated migration to a new enterprise resource planning system and (b) the acquisitions of Snai and NSX, (ii) an increase in share based compensation expenses of $19 million due to an increase in stock price, timing of grants and number of grants awarded period over period, (iii) an increase of $13 million due to the consolidation of Snai and NSX and (iv) an increase in other labor cost due to greater investment in the Group’s workforce.

Current wording

General and administrative expenses increased by 28%, to $1,658 million for the nine months ended September 30, 2025, from $1,292 million for the nine months ended September 30, 2024. The increase was primarily a result of (i) an increase in transaction costs of $178 million period over period primarily driven by revised market access terms as part of the Boyd transaction in the current year, offset by advisory fees incurred in the prior year period related to the listing of Flutter’s ordinary shares in the U.S, (ii) an increase in restructuring costs of $64 million period over period primarily driven by business process re-engineering cost and cost associated with our anticipated migration to a new enterprise resource planning system along with other restructuring, acquisition integration and strategic initiatives to drive synergies, (iii) a $39 million increase due to the acquisitions of Snai and NSX in the current fiscal year, (iv) an increase in share based compensation expenses of $33 million due to an increase in stock price, timing of grants and number of grants awarded period over period, (v) an increase in depreciation and amortization of $26 million primarily driven by change in estimated useful lives and investment in SEA and (vi) an increase in other labor cost due to greater investment in the Group’s workforce.

Previous wording

Other income (expense), net increased by $227 million, to a $142 million income for the six months ended June 30, 2025, from a $85 million expense for the six months ended June 30, 2024. This increase was primarily driven by (i) a movement in the fair value change on the Fox Option liability of $216 million to a gain of $124 million for the six months ended June 30, 2025 from a loss of $93 million for the six months ended June 30, 2024; and (ii) the impact of foreign exchange gain (loss) which was a gain of $33 million for the six months ended June 30, 2025 compared to a loss of $11 million for the six months ended June 30, 2024, partially offset by (i) a decrease in fair value gain on derivative instruments of $22 million period over period and (ii) an increase in loss on settlement of debt of $9 million primarily driven by the settlement of the bridge facility during the six months ended June 30, 2025.

Current wording

Other income (expense), net increased by $501 million, to a $294 million income for the nine months ended September 30, 2025, from a $207 million expense for the nine months ended September 30, 2024. This increase was primarily driven by (i) a movement in the fair value change on the Fox Option liability of $464 million to a gain of $250 million for the nine months ended September 30, 2025 from a loss of $214 million for the nine months ended September 30, 2024; and (ii) the impact of foreign exchange gain (loss) which was a gain of $60 million for the nine months ended September 30, 2025 compared to a gain of $21 million for the nine months ended September 30, 2024, and (iii) an increase in fair value gain on derivative instruments of $15 million period over period, partially offset by an increase in loss on settlement of debt of $18 million primarily driven by the settlement of our bridge facilities during the nine months ended September 30, 2025.

Previous wording

Interest expense, net decreased by $25 million, to $195 million for the six months ended June 30, 2025, from $220 million for the six months ended June 30, 2024, primarily due to a $59 million decrease in Term Loan and Revolving Credit Facility interest expense as a result of falling interest rates, a reduced margin on the Term Loan B resulting from a repricing, lower average drawings on the Revolving Credit Facility and repayment of the EUR TLB in 2024 partially offset by (i) a $22 million increase in interest expense arising from the Bridge Credit Agreement dated April 29, 2025 and, the Senior Secured Notes due 2032 and the USD First Lien Term Loan B due 2032 which were issued on June 4, 2025 and (ii) additional interest expense of $20 million on our Senior Secured Notes issued in April 2024 arising from an extra four months of interest being charged in fiscal year 2025.

Current wording

Interest expense, net increased by $22 million, to $347 million for the nine months ended September 30, 2025, from $325 million for the nine months ended September 30, 2024, primarily due to (i) an $82 million increase in interest expense arising from the (a) entry into the Bridge Credit Agreement dated April 29, 2025,(b) entry into the Bridge Credit Agreement dated July 10, 2025, (c) issuance of the Senior Secured Notes due 2031 and (d) issuance of the USD First Lien Term Loan B due 2032 during the current fiscal year and (ii) a $20 million increase in interest expense driven by our Senior Secured Notes issued in April 2024 arising from an extra four months of interest being charged in fiscal year 2025. These increases were partially offset by a reduction in interest expense of $71 million primarily due to (i) a reduced margin on the Term Loan B resulting from a repricing, (ii) lower average drawings on the Revolving Credit Facility and (iii) repayment of the EUR Term Loan B in the current fiscal year.

Showing the first 40 of 79 pairs. Open the source sections for the rest.

Rearranged current paragraphs (7)

Current report — wording carried from elsewhere

Other income (expense), net increased by $274 million, to a $152 million income for the three months ended September 30, 2025, from a $122 million expense for the three months ended September 30, 2024. This increase was primarily driven by (i) the movement in the fair value gain (loss) on the Fox Option liability of $247 million to a gain of $126 million for the three months ended September 30, 2025 from a loss of $121 million for the three months ended September 30, 2024, (ii) the movement in the fair value gain (loss) on derivative instruments of $36 million to a gain of $11 million for the three months ended September 30, 2025 from a loss of $25 million for the three months ended September 30, 2024 partially offset by an increase in loss on settlement of debt of $9 million related to the settlement of the USD Bridge facility.

Current report — wording carried from elsewhere

Other regions revenue was 4% higher period over period primarily driven by favorable change in foreign currency exchange rates.

Current report — wording carried from elsewhere

On August 7, 2025, we issued and sold senior secured notes (the “New Notes”) in the aggregate principal amount as listed below:

Current report — wording carried from elsewhere

•$625 million USD-denominated 5.875% senior secured notes;

Current report — wording carried from elsewhere

•€300 million EUR-denominated 4.000% senior secured notes; and

Current report — wording carried from elsewhere

•£250 million GBP-denominated 6.125% senior secured notes.

Current report — wording carried from elsewhere

•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
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

Other revenue for the three months ended June 30, 2025 decreased by 3% driven by the lower commission from Betfair Exchange, partially offset by favorable changes in foreign currency exchange rates which contributed revenue growth of 4%.

Previous report — wording carried elsewhere

Other regions revenue was 7% lower driven by the impact of market exits and regulatory change offset by a favorable change in foreign currency exchange rates which contributed revenue growth of 2%.

Previous report — wording carried elsewhere

Income tax expense increased by $119 million, to a $187 million income tax expense for the six months ended June 30, 2025, from a $68 million income tax expense for the six months ended June 30, 2024. The movement is primarily due to (i) the $50 million tax benefit in fiscal year 2024 related to utilization of U.S. federal deferred tax assets, (ii) $28 million of income tax expense resulting from the reorganization of our Betfair Brazil business in fiscal year 2025, and (iii) the income tax impact of loss-making jurisdictions, for which no benefit can be recognized, and return-to-provision adjustments.