Flutter Entertainment plc
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 26, 2026
FLUT$82.51+0.6%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
| 3.1 | Memorandum and Articles of Association of Flutter Entertainment plc (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 1, 2024). |
| 4.1 | Description of Registrant’s securities.* |
| 4.2 | Indenture, dated as of April 29, 2024, by and among Flutter Treasury DAC, as Issuer, the Guarantors party thereto, Citibank, N.A., London Branch, as trustee, paying agent, transfer agent and registrar and Wilmington Trust (London) Limited as security agent (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on April 29, 2024). |
| 4.3 | Form of Senior Secured Notes due 2029 (incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on April 29, 2024). |
| 4.4 | Officer’s Certificate, dated June 4, 2025, relating to the 5.875% senior secured notes due 2031, 4.000% senior secured notes due 2031 and 6.125% senior secured notes due 2031, pursuant to Sections 2.16(c) and 13.03(a) of the Indenture (including the form of 5.875% senior secured notes due 2031, 4.000% senior secured notes due 2031 and 6.125% senior secured notes due 2031) (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on June 4, 2025). |
| 4.5 | Officer’s Certificate, dated August 7, 2025, relating to the 5.875% senior secured notes due 2031, 4.000% senior secured notes due 2031 and 6.125% senior secured notes due 2031, pursuant to Sections 2.16(c) and 13.03(a) of the Indenture (including the form of 5.875% senior secured notes due 2031, 4.000% senior secured notes due 2031 and 6.125% senior secured notes due 2031) (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on August 7, 2025). |
| 10.1 | Third Amendment to Syndicated Facility Agreement (including the full Syndicated Facility Agreement, as amended, as Annex A), dated July 29, 2022, among Flutter Entertainment plc, Stars Group Holdings B.V., Flutter Financing B.V., Stars Group (US) Co-Borrower, LLC, the other borrowers, lenders and issuing banks from time to time party thereto, Deutsche Bank AG New York Branch, as the administrative agent, and Lloyds Bank plc, as the collateral agent (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form 20-F, filed with the SEC on January 11, 2024). |
| 10.2 | Syndicated Facility Agreement, dated November 24, 2023, among Flutter Entertainment plc, PPB Treasury Unlimited Company, Betfair Interactive US Financing LLC, TSE Holdings Limited, FanDuel Group Financing LLC, Flutter Financing B.V., the other borrowers, lenders and issuing banks from time to time party thereto, J.P. Morgan SE, as the administrative agent and Lloyds Bank plc, as the collateral agent (incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form 20-F, filed with the SEC on January 11, 2024). |
| 10.3 | First Incremental Assumption Agreement to the Syndicated Facility Agreement, dated March 14, 2024, among Flutter Entertainment plc, PPB Treasury Unlimited Company, Betfair Interactive US Financing LLC, TSE Holdings Limited, FanDuel Group Financing LLC, and Flutter Financing B.V., JPMorgan Chase Bank, N.A., as the First Incremental Term Lender and J.P. Morgan SE, as the administrative agent (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on March 15, 2024). |
| 10.4 | Second Incremental Assumption Agreement to the Syndicated Facility Agreement dated December 19, 2024 among Flutter Entertainment plc, PPB Treasury Unlimited Company, Betfair Interactive US Financing LLC, TSE Holdings Limited, FanDuel Group Financing LLC, and Flutter Financing B.V., Goldman Sachs Bank USA as the Second Incremental Revolving Facility Lender and J.P. Morgan SE, as the administrative agent (incorporated by reference to Exhibit 10.4 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 4, 2025). |
| 10.5 | First Repricing Agreement to the Syndicated Facility Agreement dated December 19, 2024, among Flutter Entertainment plc, PPB Treasury Unlimited Company, Betfair Interactive US Financing LLC, TSE Holdings Limited, FanDuel Group Financing LLC, and Flutter Financing B.V., JPMorgan Chase Bank, N.A. and The 2024 Refinancing Term B Rollover (together the 2024 Refinancing Term B Lender) and J.P. Morgan SE, as the administrative agent (incorporated by reference to Exhibit 10.5 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 4, 2025). |
| 10.6 | Third Incremental Assumption Agreement to the Syndicated Facility Agreement, dated June 4, 2025, among Flutter Entertainment plc, PPB Treasury Unlimited Company, Betfair Interactive US Financing LLC, TSE Holdings Limited, FanDuel Group Financing LLC, and Flutter Financing B.V., JPMorgan Chase Bank, N.A., as the Third Incremental Term Lender and J.P. Morgan SE, as the administrative agent (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on June 4, 2025). |
| 10.7 | Fourth Incremental Assumption Agreement to the Syndicated Facility Agreement, dated August 7, 2025, among Flutter Entertainment plc, PPB Treasury Unlimited Company, Betfair Interactive US Financing LLC, TSE Holdings Limited, FanDuel Group Financing LLC, and Flutter Financing B.V., JPMorgan Chase Bank, N.A., as the Fourth Incremental Term Lender, Goldman Sachs Bank USA, as the Fourth Incremental Revolving Facility Lender and J.P. Morgan SE, as the administrative agent (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on August 7, 2025). |
| 10.8 | Form of Flutter Entertainment plc Deed of Indemnity (incorporated by reference to Exhibit 4.3 of the Registrant’s Registration Statement on Form 20-F, filed with the SEC on January 11, 2024). |
| 10.9 | Form of The Stars Group, Inc. Indemnification Agreement (incorporated by reference to Exhibit 4.4 of the Registrant’s Registration Statement on Form 20-F, filed with the SEC on January 11, 2024). |
| 10.10 | Rules of the Flutter Entertainment plc 2023 Long Term Incentive Plan (incorporated by reference to Exhibit 4.5 of the Registrant’s Registration Statement on Form 20-F, filed with the SEC on January 11, 2024).† |
| 10.11 | Rules of the Flutter Entertainment plc 2015 Long Term Incentive Plan (incorporated by reference to Exhibit 4.6 of the Registrant’s Registration Statement on Form 20-F, filed with the SEC on January 11, 2024). † |
| 10.12 | Rules of the Flutter Entertainment plc 2016 Restricted Share Plan (incorporated by reference to Exhibit 4.7 of the Registrant’s Registration Statement on Form 20-F, filed with the SEC on January 11, 2024).† |
| 10.13 | Rules of the Flutter Entertainment plc 2015 Medium Term Incentive Plan (incorporated by reference to Exhibit 4.8 of the Registrant’s Registration Statement on Form 20-F, filed with the SEC on January 11, 2024).† |
| 10.14 | Rules of the Flutter Entertainment plc 2015 Deferred Share Incentive Plan (incorporated by reference to Exhibit 4.9 of the Registrant’s Registration Statement on Form 20-F, filed with the SEC on January 11, 2024). † |
| 10.15 | Rules of the Flutter Entertainment plc Sharesave Scheme (as amended and restated effective June 5, 2025) (incorporated by reference to Exhibit 4.3 of the Registrant’s Form S-8 Registration Statement filed with the SEC on June 5, 2025).† |
| 10.16 | Rules of the Flutter Entertainment plc 2022 Supplementary Restricted Share Plan (as amended November 13, 2024) (incorporated by reference to Exhibit 10.14 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 4, 2025).† |
| 10.17 | Flutter Entertainment plc Amended and Restated 2024 Omnibus Equity Incentive Plan including the Non-Employee Sub-Plan (incorporated by reference to Exhibit 4.1 of the Registrant’s Form S-8 Registration Statement filed with the SEC on June 5, 2025).† |
| 10.18 | Rules of the Flutter Entertainment plc 2025 Employee Share Purchase Plan (incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q, filed with the SEC on November 12, 2025).† |
| 10.19 | Service Agreement, dated May 8, 2023, by and between Betfair Limited and Peter Jackson (incorporated by reference to Exhibit 10.16 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 4, 2025).†+ |
| 10.20 | Confirmation of Ongoing Employment Terms, dated August 19, 2024, by and between Betfair Limited and Peter Jackson (incorporated by reference to Exhibit 10.17 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 4, 2025).†+ |
| 10.21 | Restricted Stock Unit Award Notification to Peter Jackson pursuant to the Flutter Entertainment plc 2015 Long Term Incentive Plan, dated August 3, 2022 (incorporated by reference to Exhibit 10.18 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 4, 2025).† |
| 10.22 | Restricted Stock Unit Award Agreement pursuant to the Flutter Entertainment plc 2024 Omnibus Equity Incentive Plan, dated August 19, 2024, by and between Peter Jackson and Flutter Entertainment plc (incorporated by reference to Exhibit 10.19 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 4, 2025).† |
| 10.23 | Letter Agreement, dated October 27, 2021, by and between FanDuel Inc. and Amy Howe (incorporated by reference to Exhibit 10.20 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 4, 2025).†+ |
| 10.24 | Amendment to Terms of Employment, dated August 13, 2024, by and between FanDuel Inc. and Amy Howe (incorporated by reference to Exhibit 10.21 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 4, 2025).† |
| 10.25 | Proprietary Information and Restricted Activity Agreement, dated February 1, 2021, by and between Amy Howe and FanDuel Inc (incorporated by reference to Exhibit 10.22 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 4, 2025).†+ |
| 10.26 | Offer Letter, dated May 30, 2024, from Flutter Entertainment plc to Rob Coldrake (incorporated by reference to Exhibit 10.23 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 4, 2025).† |
| 10.27 | Service Agreement, dated May 30, 2024 by and between Betfair Limited and Rob Coldrake (incorporated by reference to Exhibit 10.24 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 4, 2025).†+ |
| 10.28 | Letter Agreement, dated January 9, 2025, by and between Betfair Limited and Rob Coldrake (incorporated by reference to Exhibit 10.25 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 4, 2025).† |
| 10.29 | Service Agreement, dated July 14, 2020, by and between Halfords Media (UK) Limited and Dan Taylor. *†+ |
| 10.30 | Letter Agreement, dated November, 11 2024, by and between Flutter Entertainment UK Limited and Dan Taylor. *†+ |
| 10.31 | Letter Agreement, dated March 27, 2025, by and between Betfair Interactive US LLC and Don Liu. *†+ |
| 10.32 | Confidentiality and Protective Covenants Agreement, dated March 27, 2025, by and between Betfair Interactive US LLC and Don Liu. *† |
| 10.33 | Form of Nil Cost Option Award Certificate Pursuant to the Flutter Entertainment plc 2015 Deferred Share Incentive Plan (incorporated by reference to Exhibit 10.35 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 4, 2025).† |
| 10.34 | Form of Restricted Stock Unit Award Certificate Pursuant to the Flutter Entertainment plc 2015 Deferred Share Incentive Plan (incorporated by reference to Exhibit 10.36 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 4, 2025).† |
| 10.35 | Form of Nil Cost Option Award Certificate Pursuant to the Flutter Entertainment plc 2016 Restricted Share Plan (incorporated by reference to Exhibit 10.37 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 4, 2025).† |
| 10.36 | Form of Restricted Stock Unit Award Certificate Pursuant to the Flutter Entertainment plc 2016 Restricted Share Plan (incorporated by reference to Exhibit 10.38 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 4, 2025).† |
| 10.37 | Form of Leadership Restricted Share Incentive Award Certificate Pursuant to the Flutter Entertainment plc 2016 Restricted Share Incentive Plan (Nil Cost Options) (incorporated by reference to Exhibit 10.39 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 4, 2025).† |
| 10.38 | Form of Leadership Restricted Share Incentive Award Certificate Pursuant to the Flutter Entertainment plc 2016 Restricted Share Incentive Plan (RSUs) (incorporated by reference to Exhibit 10.40 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 4, 2025).† |
| 10.39 | Form of Nil Cost Option Award Certificate Pursuant to the Flutter Entertainment plc 2023 Long Term Incentive Plan (incorporated by reference to Exhibit 10.41 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 4, 2025).† |
| 10.40 | Form of Restricted Stock Unit Award Certificate Pursuant to the Flutter Entertainment plc 2023 Long Term Incentive Plan (incorporated by reference to Exhibit 10.42 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 4, 2025).† |
| 10.41 | Form of Restricted Stock Unit Award Agreement Pursuant to the Flutter Entertainment plc 2024 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 7, 2025).† |
| 10.42 | Form of Performance-Based Restricted Stock Unit Award Agreement Pursuant to the Flutter Entertainment plc 2024 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 7, 2025).† |
| 10.43 | Form of Restricted Share Unit Award Agreement (For Non-Employee Directors) to the Flutter Entertainment plc Amended and Restated 2024 Omnibus Equity Incentive Plan including the Non-Employee Sub-Plan (incorporated by reference to Exhibit 10.5 of the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 7, 2025).† |
| 10.44 | Form of Restricted Share Unit Award Agreement to the Flutter Entertainment plc Amended and Restated 2024 Omnibus Equity Incentive Plan including the Non-Employee Sub-Plan (incorporated by reference to Exhibit 10.6 of the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 7, 2025).† |
| 10.45 | Form of Performance Share Unit Award Agreement to the Flutter Entertainment plc Amended and Restated 2024 Omnibus Equity Incentive Plan including the Non-Employee Sub-Plan (incorporated by reference to Exhibit 10.7 of the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 7, 2025).† |
| 19.1 | Flutter Entertainment plc Group Securities Dealing Code (incorporated by reference to Exhibit 19.1 of the Registrant's Annual Report on Form 10-K, filed with the SEC on March 4, 2025). |
| 19.2 | Flutter Entertainment plc PDMR Code (incorporated by reference to Exhibit 19.2 of the Registrant's Annual Report on Form 10-K, filed with the SEC on March 4, 2025). |
| 21.1 | List of subsidiaries.* |
| 23.1 | Consent of KPMG.* |
| 31.1 | Certification of Annual Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.* |
| 31.2 | Certification of Annual Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.* |
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
| 97 | Executive Incentive Compensation Clawback Policy (incorporated by reference to Exhibit 97 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 26, 2024). |
| 101.1 | The following information from Flutter Entertainment plc’s Annual Report on Form 10-K for the year ended December 31, 2025 formatted in Inline XBRL: (i) Consolidated Balance Sheets at December 31, 2025 and December 31, 2024; (ii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023; (iii) Consolidated Statements of Changes in Shareholders’ Equity and Redeemable Non-Controlling Interests for the years ended December 31, 2025, 2024 and 2023; (iv) Consolidated Statement of Cash Flows for the years ended December 31, 2025, 2024 and 2023; and (v) Notes to the Consolidated Financial Statements.* |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Filed herewith.
†Management contract or compensatory plan or arrangement.
- Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
˄ Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
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