0001635327false2024FYhttp://fasb.org/us-gaap/2024#SellingAndMarketingExpenseP3DP3YP1Yhttp://fasb.org/us-gaap/2024#SellingAndMarketingExpensehttp://fasb.org/us-gaap/2024#OtherNonoperatingIncomeExpenseiso4217:USDxbrli:sharesiso4217:EURxbrli:sharesiso4217:USDxbrli:sharesflut:countryflut:unitflut:segmentflut:stateflut:shopflut:global_marketxbrli:pureflut:litigation_matteriso4217:EURiso4217:GBPflut:trancheflut:voteflut:planflut:bank_guaranteeiso4217:INRflut:game00016353272024-01-012024-12-3100016353272024-06-3000016353272025-02-2000016353272024-12-3100016353272023-12-3100016353272023-01-012023-12-3100016353272022-01-012022-12-310001635327flut:RedeemableNonControllingInterestsMember2021-12-310001635327us-gaap:CommonStockMember2021-12-310001635327flut:SharesHeldByEmployeeBenefitMember2021-12-310001635327us-gaap:AdditionalPaidInCapitalMember2021-12-310001635327us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310001635327us-gaap:RetainedEarningsMember2021-12-310001635327us-gaap:ParentMember2021-12-310001635327us-gaap:NoncontrollingInterestMember2021-12-3100016353272021-12-310001635327flut:RedeemableNonControllingInterestsMember2022-01-012022-12-310001635327us-gaap:RetainedEarningsMember2022-01-012022-12-310001635327us-gaap:ParentMember2022-01-012022-12-310001635327us-gaap:NoncontrollingInterestMember2022-01-012022-12-310001635327us-gaap:CommonStockMember2022-01-012022-12-310001635327us-gaap:AdditionalPaidInCapitalMember2022-01-012022-12-310001635327flut:SharesHeldByEmployeeBenefitMember2022-01-012022-12-310001635327us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-012022-12-310001635327flut:RedeemableNonControllingInterestsMember2022-12-310001635327us-gaap:CommonStockMember2022-12-310001635327flut:SharesHeldByEmployeeBenefitMember2022-12-310001635327us-gaap:AdditionalPaidInCapitalMember2022-12-310001635327us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001635327us-gaap:RetainedEarningsMember2022-12-310001635327us-gaap:ParentMember2022-12-310001635327us-gaap:NoncontrollingInterestMember2022-12-3100016353272022-12-310001635327flut:RedeemableNonControllingInterestsMember2023-01-012023-12-310001635327us-gaap:RetainedEarningsMember2023-01-012023-12-310001635327us-gaap:ParentMember2023-01-012023-12-310001635327us-gaap:NoncontrollingInterestMember2023-01-012023-12-310001635327us-gaap:CommonStockMember2023-01-012023-12-310001635327us-gaap:AdditionalPaidInCapitalMember2023-01-012023-12-310001635327flut:SharesHeldByEmployeeBenefitMember2023-01-012023-12-310001635327us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-12-310001635327flut:RedeemableNonControllingInterestsMember2023-12-310001635327us-gaap:CommonStockMember2023-12-310001635327flut:SharesHeldByEmployeeBenefitMember2023-12-310001635327us-gaap:AdditionalPaidInCapitalMember2023-12-310001635327us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001635327us-gaap:RetainedEarningsMember2023-12-310001635327us-gaap:ParentMember2023-12-310001635327us-gaap:NoncontrollingInterestMember2023-12-310001635327flut:RedeemableNonControllingInterestsMember2024-01-012024-12-310001635327us-gaap:RetainedEarningsMember2024-01-012024-12-310001635327us-gaap:ParentMember2024-01-012024-12-310001635327us-gaap:NoncontrollingInterestMember2024-01-012024-12-310001635327us-gaap:CommonStockMember2024-01-012024-12-310001635327us-gaap:AdditionalPaidInCapitalMember2024-01-012024-12-310001635327us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-12-310001635327flut:RedeemableNonControllingInterestsMember2024-12-310001635327us-gaap:CommonStockMember2024-12-310001635327flut:SharesHeldByEmployeeBenefitMember2024-12-310001635327us-gaap:AdditionalPaidInCapitalMember2024-12-310001635327us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001635327us-gaap:RetainedEarningsMember2024-12-310001635327us-gaap:ParentMember2024-12-310001635327us-gaap:NoncontrollingInterestMember2024-12-310001635327srt:MinimumMemberus-gaap:EquipmentMember2024-12-310001635327srt:MaximumMemberus-gaap:EquipmentMember2024-12-310001635327srt:MinimumMemberus-gaap:FurnitureAndFixturesMember2024-12-310001635327srt:MaximumMemberus-gaap:FurnitureAndFixturesMember2024-12-310001635327srt:MinimumMemberus-gaap:BuildingAndBuildingImprovementsMember2024-12-310001635327srt:MaximumMemberus-gaap:BuildingAndBuildingImprovementsMember2024-12-310001635327us-gaap:TrademarksMembersrt:MinimumMember2024-12-310001635327us-gaap:TrademarksMembersrt:MaximumMember2024-12-310001635327us-gaap:LicenseMembersrt:MinimumMember2024-12-310001635327us-gaap:LicenseMembersrt:MaximumMember2024-12-310001635327us-gaap:CustomerRelationshipsMembersrt:MinimumMember2024-12-310001635327us-gaap:CustomerRelationshipsMembersrt:MaximumMember2024-12-310001635327flut:ComputerSoftwareAndTechnologyMembersrt:MinimumMember2024-12-310001635327flut:ComputerSoftwareAndTechnologyMembersrt:MaximumMember2024-12-310001635327flut:DevelopmentExpenditureMembersrt:MinimumMember2024-12-310001635327flut:DevelopmentExpenditureMembersrt:MaximumMember2024-12-310001635327us-gaap:ComputerSoftwareIntangibleAssetMembersrt:MinimumMember2024-12-310001635327us-gaap:ComputerSoftwareIntangibleAssetMembersrt:MaximumMember2024-12-310001635327flut:UnitedStatesSegmentMember2024-12-310001635327flut:UnitedKingdomAndIrelandSegmentMember2024-12-310001635327flut:MaxbetMember2024-01-100001635327flut:SportsBookMemberflut:UnitedStatesSegmentMember2024-01-012024-12-310001635327flut:SportsBookMemberflut:UnitedStatesSegmentMember2023-01-012023-12-310001635327flut:SportsBookMemberflut:UnitedStatesSegmentMember2022-01-012022-12-310001635327flut:IgamingMemberflut:UnitedStatesSegmentMember2024-01-012024-12-310001635327flut:IgamingMemberflut:UnitedStatesSegmentMember2023-01-012023-12-310001635327flut:IgamingMemberflut:UnitedStatesSegmentMember2022-01-012022-12-310001635327us-gaap:ServiceOtherMemberflut:UnitedStatesSegmentMember2024-01-012024-12-310001635327us-gaap:ServiceOtherMemberflut:UnitedStatesSegmentMember2023-01-012023-12-310001635327us-gaap:ServiceOtherMemberflut:UnitedStatesSegmentMember2022-01-012022-12-310001635327flut:UnitedStatesSegmentMember2024-01-012024-12-310001635327flut:UnitedStatesSegmentMember2023-01-012023-12-310001635327flut:UnitedStatesSegmentMember2022-01-012022-12-310001635327flut:SportsBookMemberflut:UnitedKingdomAndIrelandSegmentMember2024-01-012024-12-310001635327flut:SportsBookMemberflut:UnitedKingdomAndIrelandSegmentMember2023-01-012023-12-310001635327flut:SportsBookMemberflut:UnitedKingdomAndIrelandSegmentMember2022-01-012022-12-310001635327flut:IgamingMemberflut:UnitedKingdomAndIrelandSegmentMember2024-01-012024-12-310001635327flut:IgamingMemberflut:UnitedKingdomAndIrelandSegmentMember2023-01-012023-12-310001635327flut:IgamingMemberflut:UnitedKingdomAndIrelandSegmentMember2022-01-012022-12-310001635327us-gaap:ServiceOtherMemberflut:UnitedKingdomAndIrelandSegmentMember2024-01-012024-12-310001635327us-gaap:ServiceOtherMemberflut:UnitedKingdomAndIrelandSegmentMember2023-01-012023-12-310001635327us-gaap:ServiceOtherMemberflut:UnitedKingdomAndIrelandSegmentMember2022-01-012022-12-310001635327flut:UnitedKingdomAndIrelandSegmentMember2024-01-012024-12-310001635327flut:UnitedKingdomAndIrelandSegmentMember2023-01-012023-12-310001635327flut:UnitedKingdomAndIrelandSegmentMember2022-01-012022-12-310001635327flut:SportsBookMemberflut:InternationalSegmentMember2024-01-012024-12-310001635327flut:SportsBookMemberflut:InternationalSegmentMember2023-01-012023-12-310001635327flut:SportsBookMemberflut:InternationalSegmentMember2022-01-012022-12-310001635327flut:IgamingMemberflut:InternationalSegmentMember2024-01-012024-12-310001635327flut:IgamingMemberflut:InternationalSegmentMember2023-01-012023-12-310001635327flut:IgamingMemberflut:InternationalSegmentMember2022-01-012022-12-310001635327us-gaap:ServiceOtherMemberflut:InternationalSegmentMember2024-01-012024-12-310001635327us-gaap:ServiceOtherMemberflut:InternationalSegmentMember2023-01-012023-12-310001635327us-gaap:ServiceOtherMemberflut:InternationalSegmentMember2022-01-012022-12-310001635327flut:InternationalSegmentMember2024-01-012024-12-310001635327flut:InternationalSegmentMember2023-01-012023-12-310001635327flut:InternationalSegmentMember2022-01-012022-12-310001635327flut:SportsBookMemberflut:AustraliaSegmentMember2024-01-012024-12-310001635327flut:SportsBookMemberflut:AustraliaSegmentMember2023-01-012023-12-310001635327flut:SportsBookMemberflut:AustraliaSegmentMember2022-01-012022-12-310001635327flut:AustraliaSegmentMember2024-01-012024-12-310001635327flut:AustraliaSegmentMember2023-01-012023-12-310001635327flut:AustraliaSegmentMember2022-01-012022-12-310001635327country:US2024-01-012024-12-310001635327country:US2023-01-012023-12-310001635327country:US2022-01-012022-12-310001635327country:GB2024-01-012024-12-310001635327country:GB2023-01-012023-12-310001635327country:GB2022-01-012022-12-310001635327country:IE2024-01-012024-12-310001635327country:IE2023-01-012023-12-310001635327country:IE2022-01-012022-12-310001635327country:AU2024-01-012024-12-310001635327country:AU2023-01-012023-12-310001635327country:AU2022-01-012022-12-310001635327country:IT2024-01-012024-12-310001635327country:IT2023-01-012023-12-310001635327country:IT2022-01-012022-12-310001635327flut:RestOfTheWorldMember2024-01-012024-12-310001635327flut:RestOfTheWorldMember2023-01-012023-12-310001635327flut:RestOfTheWorldMember2022-01-012022-12-310001635327us-gaap:OperatingSegmentsMemberflut:UnitedStatesSegmentMember2024-01-012024-12-310001635327us-gaap:OperatingSegmentsMemberflut:UnitedStatesSegmentMember2023-01-012023-12-310001635327us-gaap:OperatingSegmentsMemberflut:UnitedStatesSegmentMember2022-01-012022-12-310001635327us-gaap:OperatingSegmentsMemberflut:UnitedKingdomAndIrelandSegmentMember2024-01-012024-12-310001635327us-gaap:OperatingSegmentsMemberflut:UnitedKingdomAndIrelandSegmentMember2023-01-012023-12-310001635327us-gaap:OperatingSegmentsMemberflut:UnitedKingdomAndIrelandSegmentMember2022-01-012022-12-310001635327us-gaap:OperatingSegmentsMemberflut:InternationalSegmentMember2024-01-012024-12-310001635327us-gaap:OperatingSegmentsMemberflut:InternationalSegmentMember2023-01-012023-12-310001635327us-gaap:OperatingSegmentsMemberflut:InternationalSegmentMember2022-01-012022-12-310001635327us-gaap:OperatingSegmentsMemberflut:AustraliaSegmentMember2024-01-012024-12-310001635327us-gaap:OperatingSegmentsMemberflut:AustraliaSegmentMember2023-01-012023-12-310001635327us-gaap:OperatingSegmentsMemberflut:AustraliaSegmentMember2022-01-012022-12-310001635327us-gaap:OperatingSegmentsMember2024-01-012024-12-310001635327us-gaap:OperatingSegmentsMember2023-01-012023-12-310001635327us-gaap:OperatingSegmentsMember2022-01-012022-12-310001635327us-gaap:MaterialReconcilingItemsMember2024-01-012024-12-310001635327us-gaap:MaterialReconcilingItemsMember2023-01-012023-12-310001635327us-gaap:MaterialReconcilingItemsMember2022-01-012022-12-310001635327flut:FoxOptionMember2022-01-012022-12-310001635327flut:TombolaAndSisalMember2022-01-012022-12-310001635327country:US2024-12-310001635327country:US2023-12-310001635327country:GB2024-12-310001635327country:GB2023-12-310001635327country:IE2024-12-310001635327country:IE2023-12-310001635327country:AU2024-12-310001635327country:AU2023-12-310001635327country:IT2024-12-310001635327country:IT2023-12-310001635327flut:RestOfTheWorldMember2024-12-310001635327flut:RestOfTheWorldMember2023-12-310001635327us-gaap:DomesticCountryMember2024-01-012024-12-310001635327flut:ExpiresBetween2025And2033Member2024-12-310001635327flut:ExpiresBetween2034And2043Member2024-12-310001635327us-gaap:ComputerEquipmentMember2024-12-310001635327us-gaap:ComputerEquipmentMember2023-12-310001635327us-gaap:FurnitureAndFixturesMember2024-12-310001635327us-gaap:FurnitureAndFixturesMember2023-12-310001635327us-gaap:LandBuildingsAndImprovementsMember2024-12-310001635327us-gaap:LandBuildingsAndImprovementsMember2023-12-310001635327flut:UnitedKingdomAndIrelandSegmentMember2022-12-310001635327flut:InternationalSegmentMember2022-12-310001635327flut:AustraliaSegmentMember2022-12-310001635327flut:UnitedStatesSegmentMember2022-12-310001635327flut:UnitedKingdomAndIrelandSegmentMember2023-12-310001635327flut:InternationalSegmentMember2023-12-310001635327flut:AustraliaSegmentMember2023-12-310001635327flut:UnitedStatesSegmentMember2023-12-310001635327flut:InternationalSegmentMember2024-12-310001635327flut:AustraliaSegmentMember2024-12-310001635327us-gaap:ComputerSoftwareIntangibleAssetMember2024-12-310001635327us-gaap:ComputerSoftwareIntangibleAssetMember2023-12-310001635327us-gaap:LicenseMember2024-12-310001635327us-gaap:LicenseMember2023-12-310001635327us-gaap:SoftwareDevelopmentMember2024-12-310001635327us-gaap:SoftwareDevelopmentMember2023-12-310001635327us-gaap:TrademarksMember2024-12-310001635327us-gaap:TrademarksMember2023-12-310001635327us-gaap:CustomerRelationshipsMember2024-12-310001635327us-gaap:CustomerRelationshipsMember2023-12-310001635327us-gaap:OtherIntangibleAssetsMember2024-12-310001635327us-gaap:OtherIntangibleAssetsMember2023-12-3100016353272023-10-012023-12-310001635327us-gaap:IntangibleAssetsAmortizationPeriodMember2023-10-012023-12-310001635327us-gaap:IntangibleAssetsAmortizationPeriodMember2023-01-012023-12-310001635327flut:MaxbetMember2024-01-102024-01-100001635327flut:MaxbetMemberus-gaap:TrademarksMember2024-01-102024-01-100001635327flut:MaxbetMemberus-gaap:CustomerRelationshipsMember2024-01-102024-01-100001635327flut:MaxbetMemberus-gaap:RedeemablePreferredStockMember2024-01-100001635327flut:MaxbetMember2024-01-012024-12-310001635327flut:BeyondPlayMember2024-05-310001635327flut:BeyondPlayMember2024-05-312024-05-310001635327flut:BeyondPlayMemberus-gaap:TechnologyBasedIntangibleAssetsMember2024-05-310001635327flut:SisalMember2022-08-040001635327flut:SisalMemberflut:SisalMemberflut:SisalSansMember2022-08-040001635327flut:SisalMember2022-08-042022-08-040001635327flut:SisalMember2022-12-310001635327flut:SisalMember2022-12-312022-12-310001635327flut:SisalMemberus-gaap:TrademarksMember2022-08-040001635327flut:SisalMemberus-gaap:TrademarksMemberflut:MeasurementInputRoyaltyRateMembersrt:MinimumMember2022-08-040001635327flut:SisalMemberus-gaap:TrademarksMemberflut:MeasurementInputRoyaltyRateMembersrt:MaximumMember2022-08-040001635327flut:SisalMemberus-gaap:TrademarksMemberus-gaap:MeasurementInputDiscountRateMembersrt:MinimumMember2022-08-040001635327flut:SisalMemberus-gaap:TrademarksMemberus-gaap:MeasurementInputDiscountRateMembersrt:MaximumMember2022-08-040001635327flut:SisalMemberus-gaap:TrademarksMember2022-08-042022-08-040001635327flut:SisalMemberus-gaap:CustomerRelationshipsMember2022-08-040001635327flut:SisalMemberus-gaap:CustomerRelationshipsMember2022-08-042022-08-040001635327flut:SisalMemberus-gaap:CustomerRelationshipsMemberflut:MeasurementInputContributoryAssetsChargeMembersrt:MinimumMember2022-08-040001635327flut:SisalMemberus-gaap:CustomerRelationshipsMemberflut:MeasurementInputContributoryAssetsChargeMembersrt:MaximumMember2022-08-040001635327flut:SisalMemberus-gaap:CustomerRelationshipsMemberus-gaap:MeasurementInputDiscountRateMembersrt:MinimumMember2022-08-040001635327flut:SisalMemberus-gaap:CustomerRelationshipsMemberus-gaap:MeasurementInputDiscountRateMembersrt:MaximumMember2022-08-040001635327flut:SisalMemberus-gaap:LicenseMember2022-08-040001635327flut:SisalMemberus-gaap:DevelopedTechnologyRightsMember2022-08-040001635327flut:SisalMemberus-gaap:DevelopedTechnologyRightsMemberflut:MeasurementInputRoyaltyRateMember2022-08-040001635327flut:SisalMemberus-gaap:DevelopedTechnologyRightsMemberus-gaap:MeasurementInputDiscountRateMembersrt:MinimumMember2022-08-040001635327flut:SisalMemberus-gaap:DevelopedTechnologyRightsMemberus-gaap:MeasurementInputDiscountRateMembersrt:MaximumMember2022-08-040001635327flut:SisalMemberus-gaap:DevelopedTechnologyRightsMember2022-08-042022-08-040001635327flut:SisalMemberflut:PointOfSalesAndAffiliateNetworkMember2022-08-040001635327flut:SisalMemberflut:PointOfSalesAndAffiliateNetworkMemberflut:MeasurementInputAttritionRateMember2022-08-040001635327flut:SisalMemberflut:PointOfSalesAndAffiliateNetworkMemberus-gaap:MeasurementInputDiscountRateMember2022-08-040001635327flut:SisalMemberflut:PointOfSalesAndAffiliateNetworkMembersrt:MaximumMember2022-08-042022-08-040001635327flut:SisalMemberflut:PointOfSalesAndAffiliateNetworkMembersrt:MinimumMember2022-08-042022-08-040001635327flut:SisalMember2022-01-012022-12-310001635327flut:SisalMember2021-01-012021-12-310001635327flut:SisalMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputDiscountRateMember2024-12-310001635327flut:SisalMemberus-gaap:FairValueInputsLevel3Memberflut:MeasurementInputTerminalGrowthRateMember2024-12-310001635327flut:SisalMember2023-01-012023-12-310001635327flut:TombolaMember2022-01-100001635327flut:TombolaMember2022-01-102022-01-100001635327flut:TombolaMemberus-gaap:CustomerRelationshipsMember2022-01-100001635327flut:TombolaMemberus-gaap:CustomerRelationshipsMemberus-gaap:MeasurementInputDiscountRateMember2022-01-100001635327flut:TombolaMemberus-gaap:CustomerRelationshipsMember2022-01-102022-01-100001635327flut:TombolaMemberus-gaap:TrademarksMember2022-01-100001635327flut:TombolaMemberus-gaap:TrademarksMemberus-gaap:MeasurementInputDiscountRateMember2022-01-100001635327flut:TombolaMemberus-gaap:TrademarksMember2022-01-102022-01-100001635327flut:TombolaMemberus-gaap:DevelopedTechnologyRightsMember2022-01-100001635327flut:TombolaMemberus-gaap:DevelopedTechnologyRightsMemberus-gaap:MeasurementInputDiscountRateMember2022-01-100001635327flut:TombolaMemberus-gaap:DevelopedTechnologyRightsMember2022-01-102022-01-100001635327flut:TombolaMember2022-01-012022-12-310001635327flut:TombolaMember2021-01-012021-12-3100016353272021-01-012021-12-310001635327flut:SisalMember2021-01-012021-01-010001635327flut:SachikoMember2022-12-310001635327flut:SachikoMemberflut:JungleeGamesMember2022-12-310001635327flut:SachikoMember2022-01-012022-12-310001635327srt:MinimumMember2024-12-310001635327srt:MaximumMember2024-12-310001635327flut:UsdFirstLienTermLoanBDue2028Member2024-01-012024-12-310001635327flut:UsdFirstLienTermLoanBDue2028Member2024-12-310001635327flut:UsdFirstLienTermLoanBDue2028Member2023-01-012023-12-310001635327flut:UsdFirstLienTermLoanBDue2028Member2023-12-310001635327flut:EurFirstLienTermLoanBDue2026Member2024-01-012024-12-310001635327flut:EurFirstLienTermLoanBDue2026Member2024-12-310001635327flut:EurFirstLienTermLoanBDue2026Member2023-01-012023-12-310001635327flut:EurFirstLienTermLoanBDue2026Member2023-12-310001635327flut:GbpFirstLienTermLoanADue2028Member2024-01-012024-12-310001635327flut:GbpFirstLienTermLoanADue2028Member2024-12-310001635327flut:GbpFirstLienTermLoanADue2028Member2023-01-012023-12-310001635327flut:GbpFirstLienTermLoanADue2028Member2023-12-310001635327flut:EurFirstLienTermLoanADue2028Member2024-01-012024-12-310001635327flut:EurFirstLienTermLoanADue2028Member2024-12-310001635327flut:EurFirstLienTermLoanADue2028Member2023-01-012023-12-310001635327flut:EurFirstLienTermLoanADue2028Member2023-12-310001635327flut:UsdFirstLienTermLoanADue2028Member2024-01-012024-12-310001635327flut:UsdFirstLienTermLoanADue2028Member2024-12-310001635327flut:UsdFirstLienTermLoanADue2028Member2023-01-012023-12-310001635327flut:UsdFirstLienTermLoanADue2028Member2023-12-310001635327flut:UsdFirstLienTermLoanBDue2030Member2024-01-012024-12-310001635327flut:UsdFirstLienTermLoanBDue2030Member2024-12-310001635327flut:UsdFirstLienTermLoanBDue2030Member2023-01-012023-12-310001635327flut:UsdFirstLienTermLoanBDue2030Member2023-12-310001635327flut:GbpRevolvingCreditFacilityDue2028Member2024-01-012024-12-310001635327flut:GbpRevolvingCreditFacilityDue2028Member2024-12-310001635327flut:GbpRevolvingCreditFacilityDue2028Member2023-01-012023-12-310001635327flut:GbpRevolvingCreditFacilityDue2028Member2023-12-310001635327flut:EurSeniorSecuredNotesDue2029Member2024-01-012024-12-310001635327flut:EurSeniorSecuredNotesDue2029Member2024-12-310001635327flut:EurSeniorSecuredNotesDue2029Member2023-01-012023-12-310001635327flut:EurSeniorSecuredNotesDue2029Member2023-12-310001635327flut:UsdSeniorSecuredNotesDue2029Member2024-01-012024-12-310001635327flut:UsdSeniorSecuredNotesDue2029Member2024-12-310001635327flut:UsdSeniorSecuredNotesDue2029Member2023-01-012023-12-310001635327flut:UsdSeniorSecuredNotesDue2029Member2023-12-310001635327flut:RevolvingCreditFacility2028Memberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2024-12-190001635327flut:FirstIncrementalTermBLoansMember2024-03-012024-03-310001635327flut:UsdFirstLienTermLoanBDue2030Memberus-gaap:LineOfCreditMember2024-03-012024-03-310001635327flut:GbpFirstLienTermLoanADue2028Memberus-gaap:SecuredDebtMemberus-gaap:LineOfCreditMemberflut:SterlingOvernightIndexAverageSONIAAndCreditAdjustmentSpreadCASMember2024-03-012024-03-310001635327flut:EurFirstLienTermLoanADue2028Memberus-gaap:SecuredDebtMemberus-gaap:LineOfCreditMemberflut:EuroInterbankOfferedRateEURIBORMember2024-03-012024-03-310001635327flut:UsdFirstLienTermLoanADue2028Memberus-gaap:SecuredDebtMemberus-gaap:LineOfCreditMemberus-gaap:SecuredOvernightFinancingRateSofrMemberflut:VariableRateComponentOneMember2024-03-012024-03-310001635327flut:UsdFirstLienTermLoanADue2028Memberus-gaap:SecuredDebtMemberus-gaap:LineOfCreditMemberus-gaap:SecuredOvernightFinancingRateSofrMemberflut:VariableRateComponentTwoMember2024-03-012024-03-310001635327flut:VariableRateComponentOneMemberflut:FirstIncrementalTermBLoansMemberflut:AdjustedTermSOFRMember2024-03-012024-03-310001635327flut:VariableRateComponentTwoMemberflut:FirstIncrementalTermBLoansMemberflut:AdjustedTermSOFRMember2024-03-012024-03-310001635327flut:VariableRateComponentTwoMemberflut:FirstIncrementalTermBLoansMemberus-gaap:LineOfCreditMember2024-03-310001635327flut:UsdFirstLienTermLoanBDue2030Memberflut:AdjustedTermSOFRMember2024-12-192024-12-190001635327us-gaap:SecuredDebtMemberus-gaap:LineOfCreditMember2024-12-192024-12-190001635327flut:RevolvingCreditFacility2028Memberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2024-12-012024-12-310001635327flut:RevolvingCreditFacility2028Memberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMembersrt:MinimumMember2024-12-012024-12-310001635327flut:RevolvingCreditFacility2028Memberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMembersrt:MaximumMember2024-12-012024-12-310001635327flut:RevolvingCreditFacility2028Memberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2023-12-310001635327flut:RevolvingCreditFacility2028Memberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2024-01-012024-12-310001635327flut:RevolvingCreditFacility2028Memberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2023-01-012023-12-310001635327flut:CreditAgreementMember2024-12-190001635327flut:UsdSeniorSecuredNotesDue2029Member2024-04-290001635327flut:EurSeniorSecuredNotesDue2029Member2024-04-290001635327flut:UsdSeniorSecuredNotesDue2029Member2024-04-292024-04-290001635327flut:EurSeniorSecuredNotesDue2029Member2024-04-292024-04-290001635327flut:UsdAndEuroSeniorSecuredNotes2029Member2024-04-290001635327flut:UsdSeniorSecuredNotesDue2029Member2024-12-310001635327flut:EurSeniorSecuredNotesDue2029Member2024-12-310001635327flut:UsdAndEuroSeniorSecuredNotes2029Member2024-01-012024-12-310001635327flut:TrancheOneFortyPercentageOfAggregatePrincipalAmountEligibleForRedemptionPriorToFifteenthAprilTwoThousandAndTwentySixMemberflut:UsdAndEuroSeniorSecuredNotes2029Member2024-12-310001635327flut:TrancheOneFortyPercentageOfAggregatePrincipalAmountEligibleForRedemptionPriorToFifteenthAprilTwoThousandAndTwentySixMemberflut:UsdSeniorSecuredNotesDue2029Member2024-01-012024-12-310001635327flut:TrancheOneFortyPercentageOfAggregatePrincipalAmountEligibleForRedemptionPriorToFifteenthAprilTwoThousandAndTwentySixMemberflut:EurSeniorSecuredNotesDue2029Member2024-01-012024-12-310001635327flut:TrancheTwoTenPercentageOfAggregatePrincipalAmountEligibleForRedemptionAfterTwentyNinthOfAprilTwoThousandAndTwentyFourMemberflut:UsdSeniorSecuredNotesDue2029Member2024-12-310001635327flut:TrancheOneFortyPercentageOfAggregatePrincipalAmountEligibleForRedemptionPriorToFifteenthAprilTwoThousandAndTwentySixMemberflut:EurSeniorSecuredNotesDue2029Member2024-12-310001635327flut:TrancheTwoTenPercentageOfAggregatePrincipalAmountEligibleForRedemptionAfterTwentyNinthOfAprilTwoThousandAndTwentyFourMemberflut:UsdSeniorSecuredNotesDue2029Member2024-01-012024-12-310001635327flut:TrancheTwoTenPercentageOfAggregatePrincipalAmountEligibleForRedemptionAfterTwentyNinthOfAprilTwoThousandAndTwentyFourMemberflut:EurSeniorSecuredNotesDue2029Member2024-01-012024-12-310001635327flut:September2022RefinancingMember2022-09-3000016353272022-09-012022-09-300001635327flut:November2023RefinancingMember2023-01-012023-12-310001635327flut:GBPFirstLienTermLoanADue2025Member2023-01-012023-12-310001635327flut:UsdFirstLienTermLoanBDue2030Member2024-12-192024-12-190001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:CashFlowHedgingMemberflut:TermLoanFacilityMember2024-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:CashFlowHedgingMemberflut:TermLoanFacilityMember2023-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:CashFlowHedgingMemberflut:USDSeniorSecuredNotesMember2024-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:CashFlowHedgingMemberflut:USDSeniorSecuredNotesMember2023-12-310001635327us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberflut:TermLoanFacilityMember2024-12-310001635327us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberflut:TermLoanFacilityMember2023-12-310001635327us-gaap:CashFlowHedgingMember2024-01-012024-12-310001635327us-gaap:CashFlowHedgingMember2023-01-012023-12-310001635327us-gaap:CashFlowHedgingMember2022-01-012022-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:FairValueHedgingMember2024-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:FairValueHedgingMember2023-12-310001635327us-gaap:FairValueHedgingMember2024-01-012024-12-310001635327flut:EuroDenominatedDebtMemberus-gaap:NetInvestmentHedgingMember2024-12-310001635327flut:EuroDenominatedDebtMemberus-gaap:NetInvestmentHedgingMember2023-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:NetInvestmentHedgingMember2024-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:NetInvestmentHedgingMember2023-12-310001635327us-gaap:NetInvestmentHedgingMember2024-01-012024-12-310001635327us-gaap:NetInvestmentHedgingMember2023-01-012023-12-310001635327us-gaap:NetInvestmentHedgingMember2022-01-012022-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2023-12-310001635327us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-12-310001635327us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2023-12-310001635327us-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-12-310001635327us-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2023-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:FairValueHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:FairValueHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2023-12-310001635327us-gaap:FairValueHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-12-310001635327us-gaap:FairValueHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2023-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2023-12-310001635327us-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-12-310001635327us-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2023-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:NondesignatedMember2024-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:NondesignatedMember2023-12-310001635327us-gaap:NondesignatedMember2024-12-310001635327us-gaap:NondesignatedMember2023-12-310001635327flut:FanDuelMemberflut:BoydInteractiveHoldingsLLCMember2024-12-310001635327flut:FanDuelMemberflut:BoydInteractiveHoldingsLLCMemberflut:InvestorUnitMember2024-12-310001635327flut:InvestorUnitWarrantMemberflut:FanDuelMemberflut:BoydInteractiveHoldingsLLCMember2024-12-310001635327flut:FlutterEntertainmentPlcMemberflut:FlutterEntertainmentPlcMember2024-12-310001635327flut:AdjarabetMemberflut:CityLoftLLCMember2019-12-310001635327flut:AdjarabetMemberflut:FlutterEntertainmentPlcMember2019-12-310001635327flut:AdjarabetMemberflut:FlutterEntertainmentPlcMember2019-01-012019-12-310001635327flut:JungleeIndiaMemberflut:TwoNoncontrollingInterestShareholdersMember2021-12-310001635327flut:JungleeIndiaMember2021-01-012021-12-310001635327flut:JungleeIndiaMember2021-12-310001635327flut:JungleeIndiaMember2023-07-310001635327flut:JungleeIndiaMember2023-07-012023-07-310001635327flut:SachikoGamingMemberflut:JungleeIndiaMember2022-12-310001635327flut:SachikoGamingMemberflut:FirstTrancheMember2022-01-012022-12-310001635327flut:SachikoGamingMemberflut:SecondTrancheMember2022-01-012022-12-310001635327flut:JungleeIndiaMembersrt:ScenarioForecastMember2032-12-310001635327flut:A2024ShareRepurchaseProgramMemberus-gaap:CommonStockMember2024-09-250001635327flut:A2024ShareRepurchaseProgramMemberus-gaap:CommonStockMember2024-01-012024-12-310001635327flut:A2024ShareRepurchaseProgramMember2024-01-012024-12-310001635327us-gaap:AccumulatedOtherComprehensiveIncomeLossDerivativeQualifyingAsHedgeExcludedComponentIncludingPortionAttributableToNoncontrollingInterestMember2021-12-310001635327us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember2021-12-310001635327us-gaap:AccumulatedNetInvestmentGainLossIncludingPortionAttributableToNoncontrollingInterestMember2021-12-310001635327us-gaap:AccumulatedForeignCurrencyAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2021-12-310001635327us-gaap:AociIncludingPortionAttributableToNoncontrollingInterestMember2021-12-310001635327us-gaap:AccumulatedOtherComprehensiveIncomeLossDerivativeQualifyingAsHedgeExcludedComponentIncludingPortionAttributableToNoncontrollingInterestMember2022-01-012022-12-310001635327us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember2022-01-012022-12-310001635327us-gaap:AccumulatedNetInvestmentGainLossIncludingPortionAttributableToNoncontrollingInterestMember2022-01-012022-12-310001635327us-gaap:AccumulatedForeignCurrencyAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2022-01-012022-12-310001635327us-gaap:AccumulatedOtherComprehensiveIncomeLossDerivativeQualifyingAsHedgeExcludedComponentIncludingPortionAttributableToNoncontrollingInterestMember2022-12-310001635327us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember2022-12-310001635327us-gaap:AccumulatedNetInvestmentGainLossIncludingPortionAttributableToNoncontrollingInterestMember2022-12-310001635327us-gaap:AccumulatedForeignCurrencyAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2022-12-310001635327us-gaap:AociIncludingPortionAttributableToNoncontrollingInterestMember2022-12-310001635327us-gaap:AccumulatedOtherComprehensiveIncomeLossDerivativeQualifyingAsHedgeExcludedComponentIncludingPortionAttributableToNoncontrollingInterestMember2023-01-012023-12-310001635327us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember2023-01-012023-12-310001635327us-gaap:AccumulatedNetInvestmentGainLossIncludingPortionAttributableToNoncontrollingInterestMember2023-01-012023-12-310001635327us-gaap:AccumulatedForeignCurrencyAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2023-01-012023-12-310001635327us-gaap:AccumulatedOtherComprehensiveIncomeLossDerivativeQualifyingAsHedgeExcludedComponentIncludingPortionAttributableToNoncontrollingInterestMember2023-12-310001635327us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember2023-12-310001635327us-gaap:AccumulatedNetInvestmentGainLossIncludingPortionAttributableToNoncontrollingInterestMember2023-12-310001635327us-gaap:AccumulatedForeignCurrencyAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2023-12-310001635327us-gaap:AociIncludingPortionAttributableToNoncontrollingInterestMember2023-12-310001635327us-gaap:AccumulatedOtherComprehensiveIncomeLossDerivativeQualifyingAsHedgeExcludedComponentIncludingPortionAttributableToNoncontrollingInterestMember2024-01-012024-12-310001635327us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember2024-01-012024-12-310001635327us-gaap:AccumulatedNetInvestmentGainLossIncludingPortionAttributableToNoncontrollingInterestMember2024-01-012024-12-310001635327us-gaap:AccumulatedForeignCurrencyAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2024-01-012024-12-310001635327us-gaap:AccumulatedOtherComprehensiveIncomeLossDerivativeQualifyingAsHedgeExcludedComponentIncludingPortionAttributableToNoncontrollingInterestMember2024-12-310001635327us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember2024-12-310001635327us-gaap:AccumulatedNetInvestmentGainLossIncludingPortionAttributableToNoncontrollingInterestMember2024-12-310001635327us-gaap:AccumulatedForeignCurrencyAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2024-12-310001635327us-gaap:AociIncludingPortionAttributableToNoncontrollingInterestMember2024-12-310001635327flut:A2024IncentivePlanMember2024-06-260001635327flut:A2024IncentivePlanMember2024-01-012024-12-310001635327flut:MarketConditionsBasedOnTotalShareholderReturnPerformanceMemberflut:A2024IncentivePlanMember2024-01-012024-12-310001635327flut:A2024IncentivePlanMemberflut:MarketConditionsBasedOnTotalShareholderReturnPerformanceMembersrt:WeightedAverageMember2024-01-012024-12-310001635327flut:WeightedAverageFairValueOfOptionsGrantedOneHundredAndNinetyFourPointZeroEightDollarsPerShareMemberflut:A2024IncentivePlanMember2024-01-012024-12-310001635327flut:A2024IncentivePlanMember2024-12-310001635327flut:FlutterEntertainmentPlcTwoThousandAndTwentyThreeLongTermIncentivePlanMember2024-01-012024-12-310001635327flut:FlutterEntertainmentPlcTwoThousandAndTwentyThreeLongTermIncentivePlanMember2023-01-012023-12-310001635327flut:FlutterEntertainmentPlcTwoThousandAndTwentyThreeLongTermIncentivePlanMember2024-12-310001635327flut:FlutterEntertainmentPlcTwoThousandAndTwentyThreeLongTermIncentivePlanMember2023-12-310001635327flut:A2016RestrictedSharePlanMemberus-gaap:ShareBasedCompensationAwardTrancheOneMembersrt:MinimumMember2024-01-012024-12-310001635327flut:A2016RestrictedSharePlanMemberus-gaap:ShareBasedCompensationAwardTrancheOneMembersrt:MaximumMember2024-01-012024-12-310001635327flut:A2016RestrictedSharePlanMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMembersrt:MinimumMember2024-01-012024-12-310001635327flut:A2016RestrictedSharePlanMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMembersrt:MaximumMember2024-01-012024-12-310001635327us-gaap:RestrictedStockMember2021-12-310001635327us-gaap:RestrictedStockMember2022-01-012022-12-310001635327us-gaap:RestrictedStockMember2022-12-310001635327us-gaap:RestrictedStockMember2023-01-012023-12-310001635327us-gaap:RestrictedStockMember2023-12-310001635327us-gaap:RestrictedStockMember2024-01-012024-12-310001635327us-gaap:RestrictedStockMember2024-12-310001635327flut:MarketConditionsBasedOnTotalShareholderReturnPerformanceMemberflut:FlutterEntertainmentPlcTwoThousandAndTwentyFourEquityIncentivePlanMember2024-01-012024-12-310001635327flut:MarketConditionsBasedOnTotalShareholderReturnPerformanceMemberflut:FlutterEntertainmentPlcTwoThousandAndTwentyFourEquityIncentivePlanMember2023-01-012023-12-310001635327flut:MarketConditionsBasedOnTotalShareholderReturnPerformanceMemberflut:FlutterEntertainmentPlcTwoThousandAndTwentyFourEquityIncentivePlanMember2022-01-012022-12-310001635327flut:FlutterEntertainmentPlcTwoThousandAndTwentyFourEquityIncentivePlanMemberflut:MarketConditionsBasedOnTotalShareholderReturnPerformanceMembersrt:WeightedAverageMember2024-01-012024-12-310001635327flut:FlutterEntertainmentPlcTwoThousandAndTwentyFourEquityIncentivePlanMemberflut:MarketConditionsBasedOnTotalShareholderReturnPerformanceMembersrt:WeightedAverageMember2023-01-012023-12-310001635327flut:FlutterEntertainmentPlcTwoThousandAndTwentyFourEquityIncentivePlanMemberflut:MarketConditionsBasedOnTotalShareholderReturnPerformanceMembersrt:WeightedAverageMember2022-01-012022-12-310001635327flut:VCPUnitsMemberflut:Grants2018Member2021-05-310001635327flut:VCPUnitsMemberflut:Grants2020Member2021-05-310001635327flut:VCPUnitsMemberflut:VCPPlanMember2021-07-012021-07-310001635327flut:VCPUnitsMember2023-01-012023-12-310001635327flut:VCPUnitsMember2022-01-012022-12-310001635327flut:VCPUnitsMember2023-12-310001635327flut:VCPUnitsMember2022-12-310001635327flut:VCPUnitsMember2024-12-310001635327flut:FanDuelValueCreationAwardVCAMember2023-03-012023-03-310001635327flut:FanDuelValueCreationAwardVCAMember2024-01-012024-12-310001635327flut:FanDuelValueCreationAwardVCAMember2023-01-012023-12-310001635327flut:FanDuelValueCreationAwardVCAMember2022-01-012022-12-310001635327flut:FanDuelValueCreationAwardVCAMember2024-12-310001635327flut:InternationalPlansMember2024-01-012024-12-310001635327flut:InternationalPlansMember2023-01-012023-12-310001635327flut:InternationalPlansMember2022-01-012022-12-310001635327flut:InternationalPlansMember2024-12-310001635327us-gaap:OtherNoncurrentLiabilitiesMemberflut:InternationalPlansMember2024-12-310001635327us-gaap:OtherNoncurrentLiabilitiesMemberflut:InternationalPlansMember2023-12-310001635327flut:InternationalPlansMember2021-12-310001635327flut:December2025TrancheMemberflut:InternationalPlansMember2022-01-012022-12-310001635327flut:December2025TrancheMemberflut:InternationalPlansMember2024-01-012024-12-310001635327flut:December2025TrancheMemberflut:InternationalPlansMember2023-01-012023-12-310001635327flut:December2025TrancheMemberflut:InternationalPlansMember2024-12-310001635327flut:July2023TrancheMemberflut:InternationalPlansMember2024-01-012024-12-310001635327flut:July2023TrancheMemberflut:InternationalPlansMember2023-01-012023-12-310001635327flut:July2023TrancheMemberflut:InternationalPlansMember2022-01-012022-12-310001635327flut:July2023TrancheMemberflut:InternationalPlansMember2023-07-012023-07-310001635327flut:July2023TrancheMemberflut:InternationalPlansMember2024-12-310001635327flut:OtherAwardsMember2024-01-012024-12-310001635327flut:OtherAwardsMember2023-01-012023-12-310001635327flut:OtherAwardsMember2022-01-012022-12-310001635327us-gaap:CostOfSalesMember2024-01-012024-12-310001635327us-gaap:CostOfSalesMember2023-01-012023-12-310001635327us-gaap:CostOfSalesMember2022-01-012022-12-310001635327us-gaap:ResearchAndDevelopmentExpenseMember2024-01-012024-12-310001635327us-gaap:ResearchAndDevelopmentExpenseMember2023-01-012023-12-310001635327us-gaap:ResearchAndDevelopmentExpenseMember2022-01-012022-12-310001635327us-gaap:SellingAndMarketingExpenseMember2024-01-012024-12-310001635327us-gaap:SellingAndMarketingExpenseMember2023-01-012023-12-310001635327us-gaap:SellingAndMarketingExpenseMember2022-01-012022-12-310001635327us-gaap:GeneralAndAdministrativeExpenseMember2024-01-012024-12-310001635327us-gaap:GeneralAndAdministrativeExpenseMember2023-01-012023-12-310001635327us-gaap:GeneralAndAdministrativeExpenseMember2022-01-012022-12-310001635327flut:USDSeniorSecuredNotesMember2024-12-310001635327flut:EuroSeniorSecuredNotesMember2024-12-310001635327us-gaap:FairValueInputsLevel1Member2024-12-310001635327us-gaap:FairValueInputsLevel2Member2024-12-310001635327us-gaap:FairValueInputsLevel3Member2024-12-310001635327us-gaap:FairValueInputsLevel1Member2023-12-310001635327us-gaap:FairValueInputsLevel2Member2023-12-310001635327us-gaap:FairValueInputsLevel3Member2023-12-310001635327us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsNonrecurringMemberflut:PokerstarsTradeMarkMember2023-12-310001635327us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsNonrecurringMemberflut:PokerstarsTradeMarkMember2023-12-310001635327us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsNonrecurringMemberflut:PokerstarsTradeMarkMember2023-12-310001635327us-gaap:FairValueMeasurementsNonrecurringMemberflut:PokerstarsTradeMarkMember2023-12-310001635327us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsNonrecurringMember2023-12-310001635327us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsNonrecurringMember2023-12-310001635327us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsNonrecurringMember2023-12-310001635327us-gaap:FairValueMeasurementsNonrecurringMember2023-12-310001635327flut:PokerstarsTradeMarkMember2023-12-310001635327us-gaap:FairValueInputsLevel3Memberflut:PokerstarsTradeMarkMember2023-12-310001635327flut:PokerstarsTradeMarkMember2023-01-012023-12-310001635327flut:FanDuelGroupParentLLCMemberflut:FSGServicesLLCMember2019-10-020001635327flut:FanDuelGroupParentLLCMemberflut:FlutterEntertainmentPlcMember2020-12-310001635327flut:FoxCorporationMemberflut:FoxEquityOptionsMember2020-12-310001635327flut:FoxCorporationMemberflut:FoxEquityOptionsMember2022-11-072022-11-070001635327flut:FoxCorporationMemberflut:FoxEquityOptionsMember2024-12-310001635327flut:FoxCorporationMemberflut:FoxEquityOptionsMember2023-12-310001635327us-gaap:FairValueInputsLevel3Memberflut:FoxEquityOptionsMember2024-12-310001635327us-gaap:FairValueInputsLevel3Memberflut:FoxEquityOptionsMember2023-12-310001635327flut:FoxEquityOptionsMemberus-gaap:MeasurementInputDiscountRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2024-12-310001635327flut:FoxEquityOptionsMemberus-gaap:MeasurementInputDiscountRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2023-12-310001635327flut:MeasurementInputEnterpriseValueToRevenueMultipleLast12MonthsMemberflut:ValuationTechniqueGuidelinePublicCompanyMethodMembersrt:MaximumMember2024-12-310001635327flut:MeasurementInputEnterpriseValueToRevenueMultipleProjected12MonthsMemberflut:ValuationTechniqueGuidelinePublicCompanyMethodMembersrt:MinimumMember2024-12-310001635327flut:MeasurementInputEnterpriseValueToRevenueMultipleLast12MonthsMemberflut:ValuationTechniqueGuidelinePublicCompanyMethodMembersrt:MaximumMember2023-12-310001635327flut:MeasurementInputEnterpriseValueToRevenueMultipleProjected12MonthsMemberflut:ValuationTechniqueGuidelinePublicCompanyMethodMembersrt:MinimumMember2023-12-310001635327us-gaap:MeasurementInputRevenueMultipleMemberflut:ValuationApproachComparableCompaniesMembersrt:MinimumMember2024-12-310001635327us-gaap:MeasurementInputRevenueMultipleMemberflut:ValuationApproachComparableCompaniesMembersrt:MaximumMember2024-12-310001635327us-gaap:MeasurementInputRevenueMultipleMemberflut:ValuationApproachComparableCompaniesMembersrt:MinimumMember2023-12-310001635327us-gaap:MeasurementInputRevenueMultipleMemberflut:ValuationApproachComparableCompaniesMembersrt:MaximumMember2023-12-310001635327flut:MeasurementInputEnterpriseValueToRevenueMultipleLast12MonthsMemberflut:ValuationApproachComparableCompaniesMembersrt:MedianMember2024-12-310001635327flut:MeasurementInputEnterpriseValueToRevenueMultipleLast12MonthsMemberflut:ValuationApproachComparableCompaniesMembersrt:MedianMember2023-12-310001635327flut:MeasurementInputEnterpriseValueToRevenueMultipleProjected12MonthsMemberflut:ValuationApproachComparableCompaniesMembersrt:MedianMember2024-12-310001635327flut:MeasurementInputEnterpriseValueToRevenueMultipleProjected12MonthsMemberflut:ValuationApproachComparableCompaniesMembersrt:MedianMember2023-12-310001635327flut:MeasurementInputEnterpriseValueToRevenueMultipleLast12MonthsMemberflut:ValuationApproachComparableCompaniesMembersrt:ArithmeticAverageMember2024-12-310001635327flut:MeasurementInputEnterpriseValueToRevenueMultipleLast12MonthsMemberflut:ValuationApproachComparableCompaniesMembersrt:ArithmeticAverageMember2023-12-310001635327flut:MeasurementInputEnterpriseValueToRevenueMultipleProjected12MonthsMemberflut:ValuationApproachComparableCompaniesMembersrt:ArithmeticAverageMember2024-12-310001635327flut:MeasurementInputEnterpriseValueToRevenueMultipleProjected12MonthsMemberflut:ValuationApproachComparableCompaniesMembersrt:ArithmeticAverageMember2023-12-310001635327us-gaap:MeasurementInputDiscountForLackOfMarketabilityMemberflut:FoxEquityOptionsMember2024-12-310001635327us-gaap:MeasurementInputDiscountForLackOfMarketabilityMemberflut:FoxEquityOptionsMember2023-12-310001635327flut:FoxEquityOptionsMemberus-gaap:MeasurementInputDiscountForLackOfMarketabilityMembersrt:MinimumMember2024-12-310001635327flut:FoxEquityOptionsMemberus-gaap:MeasurementInputDiscountForLackOfMarketabilityMembersrt:MaximumMember2023-12-310001635327flut:FoxEquityOptionsMemberflut:MeasurementInputDiscountForLackOfMarketabilityBasedOnRestrictedStockStudiesMembersrt:MinimumMember2024-12-310001635327flut:FoxEquityOptionsMemberflut:MeasurementInputDiscountForLackOfMarketabilityBasedOnRestrictedStockStudiesMembersrt:MaximumMember2024-12-310001635327flut:FoxEquityOptionsMemberflut:MeasurementInputDiscountForLackOfMarketabilityBasedOnPreInitialIPOStudiesMembersrt:MinimumMember2024-12-310001635327flut:FoxEquityOptionsMemberflut:MeasurementInputDiscountForLackOfMarketabilityBasedOnPreInitialIPOStudiesMembersrt:MaximumMember2024-12-310001635327flut:MeasurementInputDiscountForLackOfMarketabilityBasedOnPreInitialIPOStudiesMembersrt:ArithmeticAverageMember2024-12-310001635327flut:MeasurementInputDiscountForLackOfControlBasedOnFanDuelsEquityOwnershipAndDataBasedOnMegarstatStudiesMemberflut:FoxEquityOptionsMember2023-12-310001635327flut:MeasurementInputDiscountForLackOfControlBasedOnFanDuelsEquityOwnershipAndDataBasedOnMegarstatStudiesMemberflut:FoxEquityOptionsMember2024-12-310001635327flut:FoxEquityOptionsMemberus-gaap:MeasurementInputDiscountRateMembersrt:MinimumMember2024-12-310001635327flut:FoxEquityOptionsMemberus-gaap:MeasurementInputDiscountRateMembersrt:MaximumMember2024-12-310001635327flut:FoxEquityOptionsMemberus-gaap:MeasurementInputDiscountRateMembersrt:MinimumMember2023-12-310001635327flut:FoxEquityOptionsMemberus-gaap:MeasurementInputDiscountRateMembersrt:MaximumMember2023-12-310001635327us-gaap:MeasurementInputDiscountRateMemberflut:FoxEquityOptionsMember2024-12-310001635327us-gaap:MeasurementInputDiscountRateMemberflut:FoxEquityOptionsMember2023-12-310001635327us-gaap:MeasurementInputPriceVolatilityMemberflut:FoxEquityOptionsMember2024-12-310001635327us-gaap:MeasurementInputPriceVolatilityMemberflut:FoxEquityOptionsMember2023-12-310001635327flut:FoxEquityOptionsMemberflut:MeasurementInputPriceVolatilityBasedOnComparableCompaniesMembersrt:MinimumMember2024-12-310001635327flut:FoxEquityOptionsMemberflut:MeasurementInputPriceVolatilityBasedOnComparableCompaniesMembersrt:MaximumMember2024-12-310001635327flut:FoxEquityOptionsMemberflut:MeasurementInputPriceVolatilityBasedOnComparableCompaniesMembersrt:MinimumMember2023-12-310001635327flut:FoxEquityOptionsMemberflut:MeasurementInputPriceVolatilityBasedOnComparableCompaniesMembersrt:MaximumMember2023-12-310001635327flut:ProbabiltiyOfMarketParticipantSubmittingAndObtainingLicenseMemberflut:FoxEquityOptionsMember2024-12-310001635327flut:ProbabiltiyOfMarketParticipantSubmittingAndObtainingLicenseMemberflut:FoxEquityOptionsMember2023-12-310001635327flut:ContingententConsiderationMember2023-12-310001635327flut:EquityOptionMember2023-12-310001635327flut:ContingententConsiderationMember2024-01-012024-12-310001635327flut:EquityOptionMember2024-01-012024-12-310001635327us-gaap:FairValueInputsLevel3Member2024-01-012024-12-310001635327flut:ContingententConsiderationMember2024-12-310001635327flut:EquityOptionMember2024-12-310001635327flut:ContingententConsiderationMember2022-12-310001635327flut:EquityOptionMember2022-12-310001635327us-gaap:FairValueInputsLevel3Member2022-12-310001635327flut:ContingententConsiderationMember2023-01-012023-12-310001635327flut:EquityOptionMember2023-01-012023-12-310001635327us-gaap:FairValueInputsLevel3Member2023-01-012023-12-310001635327flut:ContingententConsiderationMember2021-12-310001635327flut:EquityOptionMember2021-12-310001635327us-gaap:FairValueInputsLevel3Member2021-12-310001635327flut:ContingententConsiderationMember2022-01-012022-12-310001635327flut:EquityOptionMember2022-01-012022-12-310001635327us-gaap:FairValueInputsLevel3Member2022-01-012022-12-310001635327flut:LetterOfGuaranteeMemberus-gaap:BankOverdraftsMember2024-12-310001635327flut:LetterOfGuaranteeMemberus-gaap:BankOverdraftsMember2023-12-310001635327flut:CounterIndemnitiesMemberflut:BankGuaranteeMember2024-12-310001635327flut:CounterIndemnitiesMemberflut:BankGuaranteeMember2023-12-310001635327flut:AustriaAndGermanPayerClaimsMemberus-gaap:OtherCurrentLiabilitiesMember2024-12-310001635327flut:AustriaAndGermanPayerClaimsMember2024-12-310001635327flut:CaseReltingToPokerstarBusinessInRespectOfIncomeTaxPayableMemberus-gaap:MinistryOfEconomicAffairsAndFinanceItalyMember2024-01-012024-12-310001635327flut:GoodsAndServiceTaxClaimPendingInRespectOfOnlineGamingBusinessMember2024-12-310001635327flut:GoodsAndServiceTaxClaimPendingInRespectOfOnlineGamingBusinessMember2024-01-012024-12-310001635327us-gaap:SubsequentEventMember2025-01-012025-03-0400016353272024-10-012024-12-31

0001635327false2025FYhttp://fasb.org/us-gaap/2025#OtherNonoperatingIncomeExpensehttp://fasb.org/us-gaap/2025#SellingAndMarketingExpenseP3Dhttp://fasb.org/us-gaap/2025#LongTermDebtNoncurrenthttp://fasb.org/us-gaap/2025#LongTermDebtNoncurrentP3YP1Yhttp://fasb.org/us-gaap/2025#OtherNonoperatingIncomeExpensehttp://fasb.org/us-gaap/2025#OtherNonoperatingIncomeExpensehttp://fasb.org/us-gaap/2025#OtherNonoperatingIncomeExpense2.44827592.4482759iso4217:USDxbrli:sharesiso4217:EURxbrli:sharesiso4217:USDxbrli:sharesflut:countryflut:unitflut:segmentflut:stateflut:global_marketxbrli:pureflut:reporting_unitiso4217:EURiso4217:BRLflut:trancheiso4217:GBPflut:voteflut:componentflut:bank_guaranteeiso4217:INR00016353272025-01-012025-12-3100016353272025-06-3000016353272026-02-1600016353272025-12-3100016353272024-12-3100016353272024-01-012024-12-3100016353272023-01-012023-12-310001635327flut:RedeemableNonControllingInterestsMember2022-12-310001635327us-gaap:CommonStockMember2022-12-310001635327flut:SharesHeldByEmployeeBenefitMember2022-12-310001635327us-gaap:AdditionalPaidInCapitalMember2022-12-310001635327us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001635327us-gaap:RetainedEarningsMember2022-12-310001635327us-gaap:ParentMember2022-12-310001635327us-gaap:NoncontrollingInterestMember2022-12-3100016353272022-12-310001635327flut:RedeemableNonControllingInterestsMember2023-01-012023-12-310001635327us-gaap:RetainedEarningsMember2023-01-012023-12-310001635327us-gaap:ParentMember2023-01-012023-12-310001635327us-gaap:NoncontrollingInterestMember2023-01-012023-12-310001635327us-gaap:CommonStockMember2023-01-012023-12-310001635327us-gaap:AdditionalPaidInCapitalMember2023-01-012023-12-310001635327flut:SharesHeldByEmployeeBenefitMember2023-01-012023-12-310001635327us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-12-310001635327flut:RedeemableNonControllingInterestsMember2023-12-310001635327us-gaap:CommonStockMember2023-12-310001635327flut:SharesHeldByEmployeeBenefitMember2023-12-310001635327us-gaap:AdditionalPaidInCapitalMember2023-12-310001635327us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001635327us-gaap:RetainedEarningsMember2023-12-310001635327us-gaap:ParentMember2023-12-310001635327us-gaap:NoncontrollingInterestMember2023-12-3100016353272023-12-310001635327flut:RedeemableNonControllingInterestsMember2024-01-012024-12-310001635327us-gaap:RetainedEarningsMember2024-01-012024-12-310001635327us-gaap:ParentMember2024-01-012024-12-310001635327us-gaap:NoncontrollingInterestMember2024-01-012024-12-310001635327us-gaap:CommonStockMember2024-01-012024-12-310001635327us-gaap:AdditionalPaidInCapitalMember2024-01-012024-12-310001635327us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-12-310001635327flut:RedeemableNonControllingInterestsMember2024-12-310001635327us-gaap:CommonStockMember2024-12-310001635327flut:SharesHeldByEmployeeBenefitMember2024-12-310001635327us-gaap:AdditionalPaidInCapitalMember2024-12-310001635327us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001635327us-gaap:RetainedEarningsMember2024-12-310001635327us-gaap:ParentMember2024-12-310001635327us-gaap:NoncontrollingInterestMember2024-12-310001635327flut:RedeemableNonControllingInterestsMember2025-01-012025-12-310001635327us-gaap:RetainedEarningsMember2025-01-012025-12-310001635327us-gaap:ParentMember2025-01-012025-12-310001635327us-gaap:NoncontrollingInterestMember2025-01-012025-12-310001635327us-gaap:CommonStockMember2025-01-012025-12-310001635327us-gaap:AdditionalPaidInCapitalMember2025-01-012025-12-310001635327us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-12-310001635327flut:RedeemableNonControllingInterestsMember2025-12-310001635327us-gaap:CommonStockMember2025-12-310001635327flut:SharesHeldByEmployeeBenefitMember2025-12-310001635327us-gaap:AdditionalPaidInCapitalMember2025-12-310001635327us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310001635327us-gaap:RetainedEarningsMember2025-12-310001635327us-gaap:ParentMember2025-12-310001635327us-gaap:NoncontrollingInterestMember2025-12-310001635327flut:PokerStarsMemberus-gaap:IntangibleAssetsAmortizationPeriodMemberus-gaap:CustomerRelationshipsMember2025-03-310001635327flut:PokerStarsMemberus-gaap:IntangibleAssetsAmortizationPeriodMemberus-gaap:CustomerRelationshipsMember2025-06-300001635327flut:SkyBettingGamingMemberus-gaap:IntangibleAssetsAmortizationPeriodMemberus-gaap:CustomerRelationshipsMember2025-03-310001635327flut:SkyBettingGamingMemberus-gaap:IntangibleAssetsAmortizationPeriodMemberus-gaap:CustomerRelationshipsMember2025-06-300001635327us-gaap:IntangibleAssetsAmortizationPeriodMember2025-01-012025-12-310001635327us-gaap:IntangibleAssetsAmortizationPeriodMembersrt:ScenarioForecastMember2026-01-012026-12-310001635327us-gaap:IntangibleAssetsAmortizationPeriodMembersrt:ScenarioForecastMember2027-01-012027-12-310001635327srt:MinimumMemberus-gaap:EquipmentMember2025-12-310001635327srt:MaximumMemberus-gaap:EquipmentMember2025-12-310001635327srt:MinimumMemberus-gaap:FurnitureAndFixturesMember2025-12-310001635327srt:MaximumMemberus-gaap:FurnitureAndFixturesMember2025-12-310001635327srt:MinimumMemberus-gaap:BuildingAndBuildingImprovementsMember2025-12-310001635327srt:MaximumMemberus-gaap:BuildingAndBuildingImprovementsMember2025-12-310001635327srt:MinimumMemberus-gaap:TrademarksMember2025-12-310001635327srt:MaximumMemberus-gaap:TrademarksMember2025-12-310001635327srt:MinimumMemberus-gaap:LicenseMember2025-12-310001635327srt:MaximumMemberus-gaap:LicenseMember2025-12-310001635327srt:MinimumMemberus-gaap:CustomerRelationshipsMember2025-12-310001635327srt:MaximumMemberus-gaap:CustomerRelationshipsMember2025-12-310001635327srt:MinimumMemberflut:ComputerSoftwareAndTechnologyMember2025-12-310001635327srt:MaximumMemberflut:ComputerSoftwareAndTechnologyMember2025-12-310001635327srt:MinimumMemberflut:DevelopmentExpenditureMember2025-12-310001635327srt:MaximumMemberflut:DevelopmentExpenditureMember2025-12-310001635327srt:MinimumMemberus-gaap:ComputerSoftwareIntangibleAssetMember2025-12-310001635327srt:MaximumMemberus-gaap:ComputerSoftwareIntangibleAssetMember2025-12-310001635327flut:UnitedStatesSegmentMember2025-12-310001635327flut:SportsBookMemberflut:UnitedStatesSegmentMember2025-01-012025-12-310001635327flut:SportsBookMemberflut:UnitedStatesSegmentMember2024-01-012024-12-310001635327flut:SportsBookMemberflut:UnitedStatesSegmentMember2023-01-012023-12-310001635327flut:IgamingMemberflut:UnitedStatesSegmentMember2025-01-012025-12-310001635327flut:IgamingMemberflut:UnitedStatesSegmentMember2024-01-012024-12-310001635327flut:IgamingMemberflut:UnitedStatesSegmentMember2023-01-012023-12-310001635327us-gaap:ServiceOtherMemberflut:UnitedStatesSegmentMember2025-01-012025-12-310001635327us-gaap:ServiceOtherMemberflut:UnitedStatesSegmentMember2024-01-012024-12-310001635327us-gaap:ServiceOtherMemberflut:UnitedStatesSegmentMember2023-01-012023-12-310001635327flut:UnitedStatesSegmentMember2025-01-012025-12-310001635327flut:UnitedStatesSegmentMember2024-01-012024-12-310001635327flut:UnitedStatesSegmentMember2023-01-012023-12-310001635327flut:SportsBookMemberflut:InternationalSegmentMember2025-01-012025-12-310001635327flut:SportsBookMemberflut:InternationalSegmentMember2024-01-012024-12-310001635327flut:SportsBookMemberflut:InternationalSegmentMember2023-01-012023-12-310001635327flut:IgamingMemberflut:InternationalSegmentMember2025-01-012025-12-310001635327flut:IgamingMemberflut:InternationalSegmentMember2024-01-012024-12-310001635327flut:IgamingMemberflut:InternationalSegmentMember2023-01-012023-12-310001635327us-gaap:ServiceOtherMemberflut:InternationalSegmentMember2025-01-012025-12-310001635327us-gaap:ServiceOtherMemberflut:InternationalSegmentMember2024-01-012024-12-310001635327us-gaap:ServiceOtherMemberflut:InternationalSegmentMember2023-01-012023-12-310001635327flut:InternationalSegmentMember2025-01-012025-12-310001635327flut:InternationalSegmentMember2024-01-012024-12-310001635327flut:InternationalSegmentMember2023-01-012023-12-310001635327flut:UnitedKingdomAndIrelandMemberflut:InternationalSegmentMember2025-01-012025-12-310001635327flut:UnitedKingdomAndIrelandMemberflut:InternationalSegmentMember2024-01-012024-12-310001635327flut:UnitedKingdomAndIrelandMemberflut:InternationalSegmentMember2023-01-012023-12-310001635327flut:SouthernEuropeAndAfricaMemberflut:InternationalSegmentMember2025-01-012025-12-310001635327flut:SouthernEuropeAndAfricaMemberflut:InternationalSegmentMember2024-01-012024-12-310001635327flut:SouthernEuropeAndAfricaMemberflut:InternationalSegmentMember2023-01-012023-12-310001635327srt:AsiaPacificMemberflut:InternationalSegmentMember2025-01-012025-12-310001635327srt:AsiaPacificMemberflut:InternationalSegmentMember2024-01-012024-12-310001635327srt:AsiaPacificMemberflut:InternationalSegmentMember2023-01-012023-12-310001635327flut:CentralAndEasternEuropeMemberflut:InternationalSegmentMember2025-01-012025-12-310001635327flut:CentralAndEasternEuropeMemberflut:InternationalSegmentMember2024-01-012024-12-310001635327flut:CentralAndEasternEuropeMemberflut:InternationalSegmentMember2023-01-012023-12-310001635327country:BRflut:InternationalSegmentMember2025-01-012025-12-310001635327country:BRflut:InternationalSegmentMember2024-01-012024-12-310001635327country:BRflut:InternationalSegmentMember2023-01-012023-12-310001635327flut:OtherRegionsMemberflut:InternationalSegmentMember2025-01-012025-12-310001635327flut:OtherRegionsMemberflut:InternationalSegmentMember2024-01-012024-12-310001635327flut:OtherRegionsMemberflut:InternationalSegmentMember2023-01-012023-12-310001635327country:US2025-01-012025-12-310001635327country:US2024-01-012024-12-310001635327country:US2023-01-012023-12-310001635327country:GB2025-01-012025-12-310001635327country:GB2024-01-012024-12-310001635327country:GB2023-01-012023-12-310001635327country:IT2025-01-012025-12-310001635327country:IT2024-01-012024-12-310001635327country:IT2023-01-012023-12-310001635327country:AU2025-01-012025-12-310001635327country:AU2024-01-012024-12-310001635327country:AU2023-01-012023-12-310001635327country:IE2025-01-012025-12-310001635327country:IE2024-01-012024-12-310001635327country:IE2023-01-012023-12-310001635327flut:RestOfTheWorldMember2025-01-012025-12-310001635327flut:RestOfTheWorldMember2024-01-012024-12-310001635327flut:RestOfTheWorldMember2023-01-012023-12-310001635327us-gaap:OperatingSegmentsMemberflut:UnitedStatesSegmentMember2025-01-012025-12-310001635327us-gaap:OperatingSegmentsMemberflut:UnitedStatesSegmentMember2024-01-012024-12-310001635327us-gaap:OperatingSegmentsMemberflut:UnitedStatesSegmentMember2023-01-012023-12-310001635327us-gaap:OperatingSegmentsMemberflut:InternationalSegmentMember2025-01-012025-12-310001635327us-gaap:OperatingSegmentsMemberflut:InternationalSegmentMember2024-01-012024-12-310001635327us-gaap:OperatingSegmentsMemberflut:InternationalSegmentMember2023-01-012023-12-310001635327us-gaap:OperatingSegmentsMember2025-01-012025-12-310001635327us-gaap:OperatingSegmentsMember2024-01-012024-12-310001635327us-gaap:OperatingSegmentsMember2023-01-012023-12-310001635327us-gaap:MaterialReconcilingItemsMember2025-01-012025-12-310001635327us-gaap:MaterialReconcilingItemsMember2024-01-012024-12-310001635327us-gaap:MaterialReconcilingItemsMember2023-01-012023-12-310001635327us-gaap:MaterialReconcilingItemsMemberflut:JungleeMember2025-01-012025-12-310001635327flut:JungleeMember2025-12-310001635327flut:JungleeMember2025-01-012025-12-310001635327country:US2025-12-310001635327country:US2024-12-310001635327country:GB2025-12-310001635327country:GB2024-12-310001635327country:IT2025-12-310001635327country:IT2024-12-310001635327country:AU2025-12-310001635327country:AU2024-12-310001635327country:IE2025-12-310001635327country:IE2024-12-310001635327flut:RestOfTheWorldMember2025-12-310001635327flut:RestOfTheWorldMember2024-12-310001635327country:IE2025-01-012025-12-310001635327country:US2025-01-012025-12-310001635327country:GB2025-01-012025-12-310001635327country:IT2025-01-012025-12-310001635327country:AU2025-01-012025-12-310001635327country:NL2025-01-012025-12-310001635327country:IN2025-01-012025-12-310001635327country:BR2025-01-012025-12-310001635327country:MT2025-01-012025-12-310001635327country:GI2025-01-012025-12-310001635327country:TR2025-01-012025-12-310001635327us-gaap:ForeignTaxJurisdictionOtherMember2025-01-012025-12-310001635327country:US2025-12-310001635327us-gaap:StateAndLocalJurisdictionMember2025-12-310001635327flut:PokerstarsTradeMarkMember2025-01-012025-12-310001635327flut:UnitedStatesAndStateAndLocalJurisdictionMember2024-01-012024-12-310001635327flut:SnaiMembercountry:IT2025-12-310001635327flut:UnitedStatesAndStateAndLocalJurisdictionMember2025-01-012025-12-310001635327flut:ExpiresBetween2026And2033Member2025-12-310001635327flut:ExpiresBetween2034And2046Member2025-12-310001635327us-gaap:ComputerEquipmentMember2025-12-310001635327us-gaap:ComputerEquipmentMember2024-12-310001635327us-gaap:FurnitureAndFixturesMember2025-12-310001635327us-gaap:FurnitureAndFixturesMember2024-12-310001635327us-gaap:LandBuildingsAndImprovementsMember2025-12-310001635327us-gaap:LandBuildingsAndImprovementsMember2024-12-310001635327flut:UnitedStatesSegmentMember2023-12-310001635327flut:InternationalSegmentMember2023-12-310001635327flut:UnitedStatesSegmentMember2024-12-310001635327flut:InternationalSegmentMember2024-12-310001635327flut:InternationalSegmentMember2025-12-310001635327flut:SnaiMember2025-12-310001635327flut:NSXMember2025-12-310001635327flut:JungleeMember2025-07-012025-09-3000016353272025-10-012025-10-010001635327flut:UnitedKingdomAndIrelandMemberflut:InternationalSegmentMember2025-10-012025-10-010001635327us-gaap:ComputerSoftwareIntangibleAssetMember2025-12-310001635327us-gaap:ComputerSoftwareIntangibleAssetMember2024-12-310001635327us-gaap:LicenseMember2025-12-310001635327us-gaap:LicenseMember2024-12-310001635327us-gaap:SoftwareDevelopmentMember2025-12-310001635327us-gaap:SoftwareDevelopmentMember2024-12-310001635327us-gaap:TrademarksMember2025-12-310001635327us-gaap:TrademarksMember2024-12-310001635327us-gaap:CustomerRelationshipsMember2025-12-310001635327us-gaap:CustomerRelationshipsMember2024-12-310001635327us-gaap:OtherIntangibleAssetsMember2025-12-310001635327us-gaap:OtherIntangibleAssetsMember2024-12-310001635327flut:SnaiMember2025-04-300001635327flut:SnaiMember2025-04-302025-04-300001635327flut:SnaiMemberus-gaap:TrademarksMember2025-04-300001635327flut:SnaiMemberus-gaap:TrademarksMemberflut:MeasurementInputRoyaltyRateMember2025-04-300001635327flut:SnaiMemberus-gaap:TrademarksMemberus-gaap:MeasurementInputDiscountRateMember2025-04-300001635327flut:SnaiMemberus-gaap:TrademarksMember2025-04-302025-04-300001635327flut:SnaiMemberus-gaap:CustomerRelationshipsMember2025-04-300001635327flut:SnaiMemberus-gaap:CustomerRelationshipsMemberflut:MeasurementInputCustomerAttritionMember2025-04-300001635327flut:SnaiMemberus-gaap:CustomerRelationshipsMemberflut:MeasurementInputContributoryAssetsChargeMember2025-04-300001635327flut:SnaiMemberus-gaap:CustomerRelationshipsMemberus-gaap:MeasurementInputDiscountRateMember2025-04-300001635327flut:SnaiMemberus-gaap:CustomerRelationshipsMember2025-04-302025-04-300001635327flut:SnaiMemberflut:PointOfSaleNetworkMember2025-04-300001635327flut:SnaiMemberflut:PointOfSaleNetworkMemberflut:MeasurementInputCustomerAttritionMember2025-04-300001635327flut:SnaiMemberflut:PointOfSaleNetworkMemberflut:MeasurementInputContributoryAssetsChargeMember2025-04-300001635327flut:SnaiMemberflut:PointOfSaleNetworkMemberus-gaap:MeasurementInputDiscountRateMember2025-04-300001635327flut:SnaiMemberflut:PointOfSaleNetworkMember2025-04-302025-04-300001635327flut:SnaiMember2025-01-012025-12-310001635327flut:SnaiMember2024-01-012024-12-3100016353272025-07-012025-09-3000016353272025-10-012025-12-310001635327flut:NSXMember2025-05-140001635327flut:NSXMember2025-05-142025-05-1400016353272025-05-140001635327flut:NSXMemberus-gaap:TrademarksMember2025-05-142025-05-140001635327flut:NSXMemberflut:DevelopedTechnologyMember2025-05-142025-05-140001635327flut:NSXMemberus-gaap:CustomerRelationshipsMember2025-05-142025-05-140001635327flut:NSXMember2025-01-012025-12-310001635327flut:NSXMember2025-10-012025-12-310001635327flut:MaxbetMember2024-01-100001635327flut:MaxbetMember2024-01-102024-01-100001635327flut:MaxbetMemberus-gaap:TrademarksMember2024-01-102024-01-100001635327flut:MaxbetMemberus-gaap:CustomerRelationshipsMember2024-01-102024-01-100001635327flut:MaxbetMemberus-gaap:RedeemablePreferredStockMember2024-01-100001635327flut:MaxbetMember2024-01-012024-12-310001635327flut:BeyondPlayMember2024-05-310001635327flut:BeyondPlayMember2024-05-312024-05-310001635327flut:BeyondPlayMemberus-gaap:TechnologyBasedIntangibleAssetsMember2024-05-310001635327srt:MinimumMember2025-12-310001635327srt:MaximumMember2025-12-310001635327flut:GbpFirstLienTermLoanADue2028Member2025-01-012025-12-310001635327flut:GbpFirstLienTermLoanADue2028Member2025-12-310001635327flut:GbpFirstLienTermLoanADue2028Member2024-01-012024-12-310001635327flut:GbpFirstLienTermLoanADue2028Member2024-12-310001635327flut:EurFirstLienTermLoanADue2028Member2025-01-012025-12-310001635327flut:EurFirstLienTermLoanADue2028Member2025-12-310001635327flut:EurFirstLienTermLoanADue2028Member2024-01-012024-12-310001635327flut:EurFirstLienTermLoanADue2028Member2024-12-310001635327flut:UsdFirstLienTermLoanADue2028Member2025-01-012025-12-310001635327flut:UsdFirstLienTermLoanADue2028Member2025-12-310001635327flut:UsdFirstLienTermLoanADue2028Member2024-01-012024-12-310001635327flut:UsdFirstLienTermLoanADue2028Member2024-12-310001635327flut:UsdFirstLienTermLoanBDue2030Member2025-01-012025-12-310001635327flut:UsdFirstLienTermLoanBDue2030Member2025-12-310001635327flut:UsdFirstLienTermLoanBDue2030Member2024-01-012024-12-310001635327flut:UsdFirstLienTermLoanBDue2030Member2024-12-310001635327flut:USDFirstLienTermLoanBDue2032Member2025-01-012025-12-310001635327flut:USDFirstLienTermLoanBDue2032Member2025-12-310001635327flut:USDFirstLienTermLoanBDue2032Member2024-01-012024-12-310001635327flut:USDFirstLienTermLoanBDue2032Member2024-12-310001635327flut:GbpRevolvingCreditFacilityDue2028Member2025-01-012025-12-310001635327flut:GbpRevolvingCreditFacilityDue2028Member2025-12-310001635327flut:GbpRevolvingCreditFacilityDue2028Member2024-01-012024-12-310001635327flut:GbpRevolvingCreditFacilityDue2028Member2024-12-310001635327flut:EurSeniorSecuredNotesDue2029Member2025-01-012025-12-310001635327flut:EurSeniorSecuredNotesDue2029Member2025-12-310001635327flut:EurSeniorSecuredNotesDue2029Member2024-01-012024-12-310001635327flut:EurSeniorSecuredNotesDue2029Member2024-12-310001635327flut:UsdSeniorSecuredNotesDue2029Member2025-01-012025-12-310001635327flut:UsdSeniorSecuredNotesDue2029Member2025-12-310001635327flut:UsdSeniorSecuredNotesDue2029Member2024-01-012024-12-310001635327flut:UsdSeniorSecuredNotesDue2029Member2024-12-310001635327flut:EURSeniorSecuredNotesDue2031Member2025-01-012025-12-310001635327flut:EURSeniorSecuredNotesDue2031Member2025-12-310001635327flut:EURSeniorSecuredNotesDue2031Member2024-01-012024-12-310001635327flut:EURSeniorSecuredNotesDue2031Member2024-12-310001635327flut:USDSeniorSecuredNotesDue2031Member2025-01-012025-12-310001635327flut:USDSeniorSecuredNotesDue2031Member2025-12-310001635327flut:USDSeniorSecuredNotesDue2031Member2024-01-012024-12-310001635327flut:USDSeniorSecuredNotesDue2031Member2024-12-310001635327flut:GBPSeniorSecuredNotesDue2031Member2025-01-012025-12-310001635327flut:GBPSeniorSecuredNotesDue2031Member2025-12-310001635327flut:GBPSeniorSecuredNotesDue2031Member2024-01-012024-12-310001635327flut:GBPSeniorSecuredNotesDue2031Member2024-12-310001635327us-gaap:RevolvingCreditFacilityMemberflut:RevolvingCreditFacility2028Memberus-gaap:LineOfCreditMember2025-08-070001635327us-gaap:SecuredDebtMemberus-gaap:SecuredOvernightFinancingRateSofrMemberflut:UsdFirstLienTermLoanADue2028Memberflut:VariableRateComponentOneMemberus-gaap:LineOfCreditMember2025-01-012025-12-310001635327us-gaap:SecuredDebtMemberflut:SterlingOvernightIndexAverageSONIAAndCreditAdjustmentSpreadCASMemberflut:GbpFirstLienTermLoanADue2028Memberus-gaap:LineOfCreditMember2025-01-012025-12-310001635327us-gaap:SecuredDebtMemberus-gaap:SecuredOvernightFinancingRateSofrMemberflut:UsdFirstLienTermLoanBDue2030Memberus-gaap:LineOfCreditMember2025-01-012025-12-310001635327flut:ThirdIncrementalTermBLoansMemberflut:VariableRateComponentOneMember2025-01-012025-12-310001635327flut:ThirdIncrementalTermBLoansMemberflut:VariableRateComponentTwoMember2025-01-012025-12-310001635327flut:ThirdIncrementalTermBLoansMember2025-01-012025-12-310001635327us-gaap:SecuredDebtMemberus-gaap:LineOfCreditMember2025-01-012025-12-310001635327us-gaap:RevolvingCreditFacilityMemberflut:RevolvingCreditFacility2028Memberus-gaap:LineOfCreditMember2025-01-012025-12-310001635327us-gaap:RevolvingCreditFacilityMemberflut:RevolvingCreditFacility2028Membersrt:MinimumMemberus-gaap:LineOfCreditMember2025-01-012025-12-310001635327us-gaap:RevolvingCreditFacilityMemberflut:RevolvingCreditFacility2028Membersrt:MaximumMemberus-gaap:LineOfCreditMember2025-01-012025-12-310001635327us-gaap:RevolvingCreditFacilityMemberflut:RevolvingCreditFacility2028Memberus-gaap:LineOfCreditMember2025-12-310001635327us-gaap:RevolvingCreditFacilityMemberflut:RevolvingCreditFacility2028Memberus-gaap:LineOfCreditMember2024-12-310001635327us-gaap:RevolvingCreditFacilityMemberflut:RevolvingCreditFacility2028Memberus-gaap:LineOfCreditMember2024-01-012024-12-310001635327flut:CreditAgreementMember2024-12-190001635327flut:UsdSeniorSecuredNotesDue2029Member2025-12-310001635327flut:EurSeniorSecuredNotesDue2029Member2025-12-310001635327flut:A2029NotesMember2025-01-012025-12-310001635327flut:TrancheOneFortyPercentageOfAggregatePrincipalAmountEligibleForRedemptionPriorToFifteenthAprilTwoThousandAndTwentySixMemberflut:A2031NotesMember2025-12-310001635327flut:TrancheOneFortyPercentageOfAggregatePrincipalAmountEligibleForRedemptionPriorToFifteenthAprilTwoThousandAndTwentySixMemberflut:UsdSeniorSecuredNotesDue2029Member2025-01-012025-12-310001635327flut:TrancheOneFortyPercentageOfAggregatePrincipalAmountEligibleForRedemptionPriorToFifteenthAprilTwoThousandAndTwentySixMemberflut:EurSeniorSecuredNotesDue2029Member2025-01-012025-12-310001635327flut:USDNotesMemberflut:TrancheOneFortyPercentageOfAggregatePrincipalAmountEligibleForRedemptionPriorToFifteenthAprilTwoThousandAndTwentySevenMember2025-01-012025-12-310001635327flut:TrancheOneFortyPercentageOfAggregatePrincipalAmountEligibleForRedemptionPriorToFifteenthAprilTwoThousandAndTwentySevenMemberflut:EURNotesMember2025-01-012025-12-310001635327flut:TrancheOneFortyPercentageOfAggregatePrincipalAmountEligibleForRedemptionPriorToFifteenthAprilTwoThousandAndTwentySevenMemberflut:GBPNotesMember2025-01-012025-12-310001635327flut:TrancheTwoTenPercentageOfAggregatePrincipalAmountEligibleForRedemptionAfterTwentyNinthOfAprilTwoThousandAndTwentyFourMemberflut:UsdSeniorSecuredNotesDue2029Member2025-12-310001635327flut:TrancheOneFortyPercentageOfAggregatePrincipalAmountEligibleForRedemptionPriorToFifteenthAprilTwoThousandAndTwentySixMemberflut:EurSeniorSecuredNotesDue2029Member2025-12-310001635327flut:TrancheTwoTenPercentageOfAggregatePrincipalAmountEligibleForRedemptionAfterTwentyNinthOfAprilTwoThousandAndTwentyFourMemberflut:EurSeniorSecuredNotesDue2029Member2025-01-012025-12-310001635327flut:TrancheTwoTenPercentageOfAggregatePrincipalAmountEligibleForRedemptionAfterTwentyNinthOfAprilTwoThousandAndTwentyFourMemberflut:UsdSeniorSecuredNotesDue2029Member2025-01-012025-12-310001635327us-gaap:SecuredDebtMemberflut:BridgeCreditAgreementMemberus-gaap:BridgeLoanMember2025-04-290001635327us-gaap:SecuredDebtMemberflut:EuroInterbankOfferedRateEURIBORMemberflut:BridgeCreditAgreementMemberus-gaap:BridgeLoanMember2025-04-292025-04-290001635327us-gaap:SecuredDebtMemberflut:SecondBridgeCreditAgreementMemberus-gaap:BridgeLoanMember2025-07-100001635327us-gaap:SecuredDebtMemberus-gaap:SecuredOvernightFinancingRateSofrMemberflut:SecondBridgeCreditAgreementMemberus-gaap:BridgeLoanMember2025-07-102025-07-100001635327flut:EurFirstLienTermLoanBDue2026Member2025-01-012025-12-310001635327flut:EurFirstLienTermLoanBDue2026Member2024-01-012024-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberflut:USDTermLoanBMemberus-gaap:CashFlowHedgingMember2025-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberflut:USDTermLoanBMemberus-gaap:CashFlowHedgingMember2024-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberflut:USDSeniorSecuredNotesMemberus-gaap:CashFlowHedgingMember2025-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberflut:USDSeniorSecuredNotesMemberus-gaap:CashFlowHedgingMember2024-12-310001635327us-gaap:InterestRateSwapMemberflut:USDTermLoanBMemberus-gaap:CashFlowHedgingMember2025-12-310001635327us-gaap:InterestRateSwapMemberflut:USDTermLoanBMemberus-gaap:CashFlowHedgingMember2024-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:CashFlowHedgingMember2025-01-012025-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:CashFlowHedgingMember2024-01-012024-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:CashFlowHedgingMember2023-01-012023-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:CashFlowHedgingMemberus-gaap:InterestExpenseMember2025-01-012025-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:CashFlowHedgingMemberus-gaap:InterestExpenseMember2024-01-012024-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:CashFlowHedgingMemberus-gaap:InterestExpenseMember2023-01-012023-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:CashFlowHedgingMemberus-gaap:OtherNonoperatingIncomeExpenseMember2025-01-012025-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:CashFlowHedgingMemberus-gaap:OtherNonoperatingIncomeExpenseMember2024-01-012024-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:CashFlowHedgingMemberus-gaap:OtherNonoperatingIncomeExpenseMember2023-01-012023-12-310001635327us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2025-01-012025-12-310001635327us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2024-01-012024-12-310001635327us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2023-01-012023-12-310001635327us-gaap:CashFlowHedgingMember2025-01-012025-12-310001635327us-gaap:CashFlowHedgingMember2024-01-012024-12-310001635327us-gaap:CashFlowHedgingMember2023-01-012023-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberflut:USDFirstLienTermLoanBMemberus-gaap:FairValueHedgingMember2025-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberflut:USDFirstLienTermLoanBMemberus-gaap:FairValueHedgingMember2024-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberflut:USDSeniorSecuredNotesMemberus-gaap:FairValueHedgingMember2025-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberflut:USDSeniorSecuredNotesMemberus-gaap:FairValueHedgingMember2024-12-310001635327us-gaap:AociDerivativeQualifyingAsHedgeExcludedComponentParentMember2025-01-012025-12-310001635327us-gaap:AociDerivativeQualifyingAsHedgeExcludedComponentParentMember2024-01-012024-12-310001635327us-gaap:AociDerivativeQualifyingAsHedgeExcludedComponentParentMember2023-01-012023-12-310001635327us-gaap:InterestRateSwapMemberflut:USDSeniorSecuredNotesMemberus-gaap:FairValueHedgingMember2025-12-310001635327us-gaap:InterestRateSwapMemberflut:USDSeniorSecuredNotesMemberus-gaap:FairValueHedgingMember2024-12-310001635327flut:EuroDenominatedDebtMemberus-gaap:NetInvestmentHedgingMember2025-12-310001635327flut:EuroDenominatedDebtMemberus-gaap:NetInvestmentHedgingMember2024-12-310001635327flut:USDDenominatedDebtMemberus-gaap:NetInvestmentHedgingMember2025-12-310001635327flut:USDDenominatedDebtMemberus-gaap:NetInvestmentHedgingMember2024-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:NetInvestmentHedgingMember2025-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:NetInvestmentHedgingMember2024-12-310001635327flut:EuroDenominatedDebtMemberus-gaap:NetInvestmentHedgingMember2025-01-012025-12-310001635327flut:EuroDenominatedDebtMemberus-gaap:NetInvestmentHedgingMember2024-01-012024-12-310001635327flut:EuroDenominatedDebtMemberus-gaap:NetInvestmentHedgingMember2023-01-012023-12-310001635327flut:USDDenominatedDebtMemberus-gaap:NetInvestmentHedgingMember2025-01-012025-12-310001635327flut:USDDenominatedDebtMemberus-gaap:NetInvestmentHedgingMember2024-01-012024-12-310001635327flut:USDDenominatedDebtMemberus-gaap:NetInvestmentHedgingMember2023-01-012023-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:NetInvestmentHedgingMember2025-01-012025-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:NetInvestmentHedgingMember2024-01-012024-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:NetInvestmentHedgingMember2023-01-012023-12-310001635327us-gaap:NetInvestmentHedgingMember2025-01-012025-12-310001635327us-gaap:NetInvestmentHedgingMember2024-01-012024-12-310001635327us-gaap:NetInvestmentHedgingMember2023-01-012023-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2025-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2024-12-310001635327us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2025-12-310001635327us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2024-12-310001635327us-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2025-12-310001635327us-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueHedgingMember2025-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueHedgingMember2024-12-310001635327us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueHedgingMember2025-12-310001635327us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueHedgingMember2024-12-310001635327us-gaap:FairValueHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2025-12-310001635327us-gaap:FairValueHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMember2025-12-310001635327us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMember2024-12-310001635327us-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2025-12-310001635327us-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-12-310001635327us-gaap:ForeignExchangeForwardMemberus-gaap:NondesignatedMember2025-12-310001635327us-gaap:ForeignExchangeForwardMemberus-gaap:NondesignatedMember2024-12-310001635327us-gaap:NondesignatedMember2025-12-310001635327us-gaap:NondesignatedMember2024-12-310001635327flut:FanDuelMemberflut:BoydMember2025-12-310001635327flut:FanDuelMember2025-01-012025-12-310001635327flut:FanDuelMember2025-12-310001635327flut:JungleeIndiaMember2023-07-310001635327flut:JungleeIndiaMember2023-07-012023-07-310001635327flut:JungleeIndiaMember2025-12-310001635327flut:JungleeIndiaMember2025-01-012025-12-310001635327flut:JungleeGamesIncMember2025-12-310001635327flut:JungleeGamesIndiaPrivateLimitedMember2023-07-310001635327flut:JungleeIndiaMemberflut:SachikoGamingMember2022-12-310001635327flut:SachikoGamingMemberflut:FirstTrancheMember2022-01-012022-12-310001635327flut:SachikoGamingMemberflut:SecondTrancheMember2022-01-012022-12-310001635327flut:JungleeIndiaMembersrt:ScenarioForecastMember2032-12-310001635327flut:A2024ShareRepurchaseProgramMemberus-gaap:CommonStockMember2024-09-250001635327flut:A2024ShareRepurchaseProgramMemberus-gaap:CommonStockMember2025-01-012025-12-310001635327us-gaap:AociDerivativeQualifyingAsHedgeExcludedComponentParentMember2022-12-310001635327us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2022-12-310001635327us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2022-12-310001635327us-gaap:AccumulatedTranslationAdjustmentMember2022-12-310001635327us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2023-01-012023-12-310001635327us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2023-01-012023-12-310001635327us-gaap:AccumulatedTranslationAdjustmentMember2023-01-012023-12-310001635327us-gaap:AociDerivativeQualifyingAsHedgeExcludedComponentParentMember2023-12-310001635327us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2023-12-310001635327us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2023-12-310001635327us-gaap:AccumulatedTranslationAdjustmentMember2023-12-310001635327us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-01-012024-12-310001635327us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2024-01-012024-12-310001635327us-gaap:AccumulatedTranslationAdjustmentMember2024-01-012024-12-310001635327us-gaap:AociDerivativeQualifyingAsHedgeExcludedComponentParentMember2024-12-310001635327us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-12-310001635327us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2024-12-310001635327us-gaap:AccumulatedTranslationAdjustmentMember2024-12-310001635327us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2025-01-012025-12-310001635327us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2025-01-012025-12-310001635327us-gaap:AccumulatedTranslationAdjustmentMember2025-01-012025-12-310001635327us-gaap:AociDerivativeQualifyingAsHedgeExcludedComponentParentMember2025-12-310001635327us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2025-12-310001635327us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2025-12-310001635327us-gaap:AccumulatedTranslationAdjustmentMember2025-12-310001635327flut:A2024IncentivePlanMemberus-gaap:EmployeeStockMember2025-06-040001635327flut:A2024IncentivePlanMemberus-gaap:EmployeeStockMember2025-06-050001635327flut:A2025ESPPMemberus-gaap:EmployeeStockMember2025-06-050001635327flut:A2025ESPPMemberus-gaap:EmployeeStockMember2025-01-012025-12-310001635327flut:AmendedSharesaveSchemeMemberus-gaap:EmployeeStockMember2025-06-042025-06-040001635327flut:AmendedSharesaveSchemeMemberus-gaap:EmployeeStockMember2025-06-052025-06-050001635327flut:AmendedSharesaveSchemeMemberus-gaap:EmployeeStockMember2025-06-050001635327flut:AmendedSharesaveSchemeMemberus-gaap:EmployeeStockMember2025-01-012025-12-310001635327flut:A2024IncentivePlanMemberus-gaap:RestrictedStockMember2023-12-310001635327flut:A2024IncentivePlanMember2023-12-310001635327flut:A2024IncentivePlanMemberus-gaap:RestrictedStockMember2024-01-012024-12-310001635327flut:A2024IncentivePlanMember2024-01-012024-12-310001635327flut:A2024IncentivePlanMemberus-gaap:RestrictedStockMember2024-12-310001635327flut:A2024IncentivePlanMember2024-12-310001635327flut:A2024IncentivePlanMemberus-gaap:RestrictedStockMember2025-01-012025-12-310001635327flut:A2024IncentivePlanMember2025-01-012025-12-310001635327flut:A2024IncentivePlanMemberus-gaap:RestrictedStockMember2025-12-310001635327flut:A2024IncentivePlanMember2025-12-310001635327flut:A2024IncentivePlanMemberflut:MarketConditionsBasedOnTotalShareholderReturnPerformanceMember2025-01-012025-12-310001635327flut:A2024IncentivePlanMemberflut:MarketConditionsBasedOnTotalShareholderReturnPerformanceMember2024-01-012024-12-310001635327flut:MarketConditionsBasedOnTotalShareholderReturnPerformanceMembersrt:WeightedAverageMemberflut:A2024IncentivePlanMember2025-01-012025-12-310001635327flut:MarketConditionsBasedOnTotalShareholderReturnPerformanceMembersrt:WeightedAverageMemberflut:A2024IncentivePlanMember2024-01-012024-12-310001635327flut:A2024IncentivePlanMemberflut:WeightedAverageFairValueOfOptionsGrantedOneHundredAndNinetyFourPointZeroEightDollarsPerShareMember2025-01-012025-12-310001635327flut:A2024IncentivePlanMemberflut:WeightedAverageFairValueOfOptionsGrantedOneHundredAndNinetyFourPointZeroEightDollarsPerShareMember2024-01-012024-12-310001635327us-gaap:ShareBasedCompensationAwardTrancheOneMembersrt:MinimumMemberflut:A2016RestrictedSharePlanMember2025-01-012025-12-310001635327us-gaap:ShareBasedCompensationAwardTrancheOneMembersrt:MaximumMemberflut:A2016RestrictedSharePlanMember2025-01-012025-12-310001635327us-gaap:ShareBasedCompensationAwardTrancheTwoMembersrt:MinimumMemberflut:A2016RestrictedSharePlanMember2025-01-012025-12-310001635327us-gaap:ShareBasedCompensationAwardTrancheTwoMembersrt:MaximumMemberflut:A2016RestrictedSharePlanMember2025-01-012025-12-310001635327flut:A2016RestrictedSharePlanMemberus-gaap:RestrictedStockMember2022-12-310001635327flut:A2016RestrictedSharePlanMember2022-12-310001635327flut:A2016RestrictedSharePlanMemberus-gaap:RestrictedStockMember2023-01-012023-12-310001635327flut:A2016RestrictedSharePlanMember2023-01-012023-12-310001635327flut:A2016RestrictedSharePlanMemberus-gaap:RestrictedStockMember2023-12-310001635327flut:A2016RestrictedSharePlanMember2023-12-310001635327flut:A2016RestrictedSharePlanMemberus-gaap:RestrictedStockMember2024-01-012024-12-310001635327flut:A2016RestrictedSharePlanMember2024-01-012024-12-310001635327flut:A2016RestrictedSharePlanMemberus-gaap:RestrictedStockMember2024-12-310001635327flut:A2016RestrictedSharePlanMember2024-12-310001635327flut:A2016RestrictedSharePlanMemberus-gaap:RestrictedStockMember2025-01-012025-12-310001635327flut:A2016RestrictedSharePlanMember2025-01-012025-12-310001635327flut:A2016RestrictedSharePlanMemberus-gaap:RestrictedStockMember2025-12-310001635327flut:A2016RestrictedSharePlanMember2025-12-310001635327us-gaap:RestrictedStockMember2025-01-012025-12-310001635327us-gaap:RestrictedStockMember2024-01-012024-12-310001635327us-gaap:RestrictedStockMember2023-01-012023-12-310001635327us-gaap:RestrictedStockMember2025-12-310001635327flut:FlutterEntertainmentPlcTwoThousandAndTwentyFourEquityIncentivePlanMemberflut:MarketConditionsBasedOnTotalShareholderReturnPerformanceMember2025-01-012025-12-310001635327flut:FlutterEntertainmentPlcTwoThousandAndTwentyFourEquityIncentivePlanMemberflut:MarketConditionsBasedOnTotalShareholderReturnPerformanceMember2024-01-012024-12-310001635327flut:FlutterEntertainmentPlcTwoThousandAndTwentyFourEquityIncentivePlanMemberflut:MarketConditionsBasedOnTotalShareholderReturnPerformanceMember2023-01-012023-12-310001635327flut:MarketConditionsBasedOnTotalShareholderReturnPerformanceMembersrt:WeightedAverageMemberflut:FlutterEntertainmentPlcTwoThousandAndTwentyFourEquityIncentivePlanMember2025-01-012025-12-310001635327flut:MarketConditionsBasedOnTotalShareholderReturnPerformanceMembersrt:WeightedAverageMemberflut:FlutterEntertainmentPlcTwoThousandAndTwentyFourEquityIncentivePlanMember2024-01-012024-12-310001635327flut:MarketConditionsBasedOnTotalShareholderReturnPerformanceMembersrt:WeightedAverageMemberflut:FlutterEntertainmentPlcTwoThousandAndTwentyFourEquityIncentivePlanMember2023-01-012023-12-310001635327flut:InternationalPlansMember2025-01-012025-12-310001635327flut:InternationalPlansMember2024-01-012024-12-310001635327flut:InternationalPlansMember2023-01-012023-12-310001635327flut:InternationalPlansMember2025-12-310001635327flut:InternationalPlansMemberus-gaap:OtherNoncurrentLiabilitiesMember2025-12-310001635327flut:InternationalPlansMemberus-gaap:OtherNoncurrentLiabilitiesMember2024-12-310001635327flut:InternationalPlansMemberflut:LiabilityClassifiedAwardsMember2025-01-012025-12-310001635327flut:OtherAwardsMember2025-01-012025-12-310001635327flut:OtherAwardsMember2024-01-012024-12-310001635327flut:OtherAwardsMember2023-01-012023-12-310001635327us-gaap:CostOfSalesMember2025-01-012025-12-310001635327us-gaap:CostOfSalesMember2024-01-012024-12-310001635327us-gaap:CostOfSalesMember2023-01-012023-12-310001635327us-gaap:ResearchAndDevelopmentExpenseMember2025-01-012025-12-310001635327us-gaap:ResearchAndDevelopmentExpenseMember2024-01-012024-12-310001635327us-gaap:ResearchAndDevelopmentExpenseMember2023-01-012023-12-310001635327us-gaap:SellingAndMarketingExpenseMember2025-01-012025-12-310001635327us-gaap:SellingAndMarketingExpenseMember2024-01-012024-12-310001635327us-gaap:SellingAndMarketingExpenseMember2023-01-012023-12-310001635327us-gaap:GeneralAndAdministrativeExpenseMember2025-01-012025-12-310001635327us-gaap:GeneralAndAdministrativeExpenseMember2024-01-012024-12-310001635327us-gaap:GeneralAndAdministrativeExpenseMember2023-01-012023-12-310001635327flut:USDSeniorSecuredNotesMember2025-12-310001635327flut:EuroSeniorSecuredNotesMember2025-12-310001635327flut:GBPSeniorSecuredNotesMember2025-12-310001635327flut:USDSeniorSecuredNotesMember2024-12-310001635327flut:EuroSeniorSecuredNotesMember2024-12-310001635327flut:GBPSeniorSecuredNotesMember2024-12-310001635327us-gaap:FairValueInputsLevel1Member2025-12-310001635327us-gaap:FairValueInputsLevel2Member2025-12-310001635327us-gaap:FairValueInputsLevel3Member2025-12-310001635327us-gaap:FairValueInputsLevel1Member2024-12-310001635327us-gaap:FairValueInputsLevel2Member2024-12-310001635327us-gaap:FairValueInputsLevel3Member2024-12-310001635327flut:FanDuelGroupParentLLCMemberflut:FSGServicesLLCMember2019-10-020001635327flut:FanDuelGroupParentLLCMemberflut:FlutterEntertainmentPlcMember2020-12-310001635327flut:FoxCorporationMemberflut:FoxEquityOptionsMember2020-12-310001635327flut:FoxCorporationMemberflut:FoxEquityOptionsMember2022-11-072022-11-070001635327flut:FoxCorporationMemberflut:FoxEquityOptionsMember2025-12-310001635327flut:FoxCorporationMemberflut:FoxEquityOptionsMember2024-12-310001635327flut:FoxEquityOptionsMemberus-gaap:FairValueInputsLevel3Member2025-12-310001635327flut:FoxEquityOptionsMemberus-gaap:FairValueInputsLevel3Member2024-12-310001635327flut:FoxEquityOptionsMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:MeasurementInputDiscountRateMember2025-12-310001635327flut:FoxEquityOptionsMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:MeasurementInputDiscountRateMember2024-12-310001635327flut:ValuationTechniqueGuidelinePublicCompanyMethodMembersrt:MaximumMemberflut:MeasurementInputEnterpriseValueToRevenueMultipleLast12MonthsMember2025-12-310001635327flut:ValuationTechniqueGuidelinePublicCompanyMethodMembersrt:MinimumMemberflut:MeasurementInputEnterpriseValueToRevenueMultipleProjected12MonthsMember2025-12-310001635327flut:ValuationTechniqueGuidelinePublicCompanyMethodMembersrt:MaximumMemberflut:MeasurementInputEnterpriseValueToRevenueMultipleLast12MonthsMember2024-12-310001635327flut:ValuationTechniqueGuidelinePublicCompanyMethodMembersrt:MinimumMemberflut:MeasurementInputEnterpriseValueToRevenueMultipleProjected12MonthsMember2024-12-310001635327flut:ValuationApproachComparableCompaniesMembersrt:MinimumMemberus-gaap:MeasurementInputRevenueMultipleMember2025-12-310001635327flut:ValuationApproachComparableCompaniesMembersrt:MaximumMemberus-gaap:MeasurementInputRevenueMultipleMember2025-12-310001635327flut:ValuationApproachComparableCompaniesMembersrt:MinimumMemberus-gaap:MeasurementInputRevenueMultipleMember2024-12-310001635327flut:ValuationApproachComparableCompaniesMembersrt:MaximumMemberus-gaap:MeasurementInputRevenueMultipleMember2024-12-310001635327flut:ValuationApproachComparableCompaniesMembersrt:MedianMemberflut:MeasurementInputEnterpriseValueToRevenueMultipleLast12MonthsMember2025-12-310001635327flut:ValuationApproachComparableCompaniesMembersrt:MedianMemberflut:MeasurementInputEnterpriseValueToRevenueMultipleLast12MonthsMember2024-12-310001635327flut:ValuationApproachComparableCompaniesMembersrt:MedianMemberflut:MeasurementInputEnterpriseValueToRevenueMultipleProjected12MonthsMember2025-12-310001635327flut:ValuationApproachComparableCompaniesMembersrt:MedianMemberflut:MeasurementInputEnterpriseValueToRevenueMultipleProjected12MonthsMember2024-12-310001635327flut:ValuationApproachComparableCompaniesMembersrt:ArithmeticAverageMemberflut:MeasurementInputEnterpriseValueToRevenueMultipleLast12MonthsMember2025-12-310001635327flut:ValuationApproachComparableCompaniesMembersrt:ArithmeticAverageMemberflut:MeasurementInputEnterpriseValueToRevenueMultipleLast12MonthsMember2024-12-310001635327flut:ValuationApproachComparableCompaniesMembersrt:ArithmeticAverageMemberflut:MeasurementInputEnterpriseValueToRevenueMultipleProjected12MonthsMember2025-12-310001635327flut:ValuationApproachComparableCompaniesMembersrt:ArithmeticAverageMemberflut:MeasurementInputEnterpriseValueToRevenueMultipleProjected12MonthsMember2024-12-310001635327flut:FoxEquityOptionsMemberus-gaap:MeasurementInputDiscountForLackOfMarketabilityMember2025-12-310001635327flut:FoxEquityOptionsMemberus-gaap:MeasurementInputDiscountForLackOfMarketabilityMember2024-12-310001635327flut:FoxEquityOptionsMembersrt:MinimumMemberus-gaap:MeasurementInputDiscountForLackOfMarketabilityMember2025-12-310001635327flut:FoxEquityOptionsMembersrt:MaximumMemberus-gaap:MeasurementInputDiscountForLackOfMarketabilityMember2024-12-310001635327flut:FoxEquityOptionsMembersrt:MinimumMemberflut:MeasurementInputDiscountForLackOfMarketabilityBasedOnRestrictedStockStudiesMember2025-12-310001635327flut:FoxEquityOptionsMembersrt:MaximumMemberflut:MeasurementInputDiscountForLackOfMarketabilityBasedOnRestrictedStockStudiesMember2025-12-310001635327flut:FoxEquityOptionsMembersrt:MinimumMemberflut:MeasurementInputDiscountForLackOfMarketabilityBasedOnPreInitialIPOStudiesMember2025-12-310001635327flut:FoxEquityOptionsMembersrt:MaximumMemberflut:MeasurementInputDiscountForLackOfMarketabilityBasedOnPreInitialIPOStudiesMember2025-12-310001635327srt:ArithmeticAverageMemberflut:MeasurementInputDiscountForLackOfMarketabilityBasedOnPreInitialIPOStudiesMember2025-12-310001635327flut:FoxEquityOptionsMemberflut:MeasurementInputDiscountForLackOfControlBasedOnFanDuelsEquityOwnershipAndDataBasedOnMegarstatStudiesMember2025-12-310001635327flut:FoxEquityOptionsMemberflut:MeasurementInputDiscountForLackOfControlBasedOnFanDuelsEquityOwnershipAndDataBasedOnMegarstatStudiesMember2024-12-310001635327flut:FoxEquityOptionsMembersrt:MinimumMemberus-gaap:MeasurementInputDiscountRateMember2025-12-310001635327flut:FoxEquityOptionsMembersrt:MaximumMemberus-gaap:MeasurementInputDiscountRateMember2025-12-310001635327flut:FoxEquityOptionsMembersrt:MinimumMemberus-gaap:MeasurementInputDiscountRateMember2024-12-310001635327flut:FoxEquityOptionsMembersrt:MaximumMemberus-gaap:MeasurementInputDiscountRateMember2024-12-310001635327flut:FoxEquityOptionsMemberus-gaap:MeasurementInputDiscountRateMember2025-12-310001635327flut:FoxEquityOptionsMemberus-gaap:MeasurementInputDiscountRateMember2024-12-310001635327flut:FoxEquityOptionsMemberus-gaap:MeasurementInputPriceVolatilityMember2025-12-310001635327flut:FoxEquityOptionsMemberus-gaap:MeasurementInputPriceVolatilityMember2024-12-310001635327flut:FoxEquityOptionsMembersrt:MinimumMemberflut:MeasurementInputPriceVolatilityBasedOnComparableCompaniesMember2025-12-310001635327flut:FoxEquityOptionsMembersrt:MaximumMemberflut:MeasurementInputPriceVolatilityBasedOnComparableCompaniesMember2025-12-310001635327flut:FoxEquityOptionsMembersrt:MinimumMemberflut:MeasurementInputPriceVolatilityBasedOnComparableCompaniesMember2024-12-310001635327flut:FoxEquityOptionsMembersrt:MaximumMemberflut:MeasurementInputPriceVolatilityBasedOnComparableCompaniesMember2024-12-310001635327flut:FoxEquityOptionsMemberflut:ProbabiltiyOfMarketParticipantSubmittingAndObtainingLicenseMember2025-12-310001635327flut:FoxEquityOptionsMemberflut:ProbabiltiyOfMarketParticipantSubmittingAndObtainingLicenseMember2024-12-310001635327srt:MedianMember2025-01-012025-12-310001635327srt:ArithmeticAverageMember2025-01-012025-12-310001635327flut:ValuationTechniqueGuidelinePublicCompanyMethodMemberus-gaap:MeasurementInputRevenueMultipleMember2025-12-310001635327us-gaap:MarketApproachValuationTechniqueMemberus-gaap:MeasurementInputRevenueMultipleMember2025-12-310001635327flut:ContingententConsiderationMember2024-12-310001635327flut:EquityOptionMember2024-12-310001635327flut:ContingententConsiderationMember2025-01-012025-12-310001635327flut:EquityOptionMember2025-01-012025-12-310001635327us-gaap:FairValueInputsLevel3Member2025-01-012025-12-310001635327flut:ContingententConsiderationMember2025-12-310001635327flut:EquityOptionMember2025-12-310001635327flut:ContingententConsiderationMember2023-12-310001635327flut:EquityOptionMember2023-12-310001635327us-gaap:FairValueInputsLevel3Member2023-12-310001635327flut:ContingententConsiderationMember2024-01-012024-12-310001635327flut:EquityOptionMember2024-01-012024-12-310001635327us-gaap:FairValueInputsLevel3Member2024-01-012024-12-310001635327flut:ContingententConsiderationMember2022-12-310001635327flut:EquityOptionMember2022-12-310001635327us-gaap:FairValueInputsLevel3Member2022-12-310001635327flut:ContingententConsiderationMember2023-01-012023-12-310001635327flut:EquityOptionMember2023-01-012023-12-310001635327us-gaap:FairValueInputsLevel3Member2023-01-012023-12-310001635327us-gaap:BankOverdraftsMemberflut:LetterOfGuaranteeMember2025-12-310001635327us-gaap:BankOverdraftsMemberflut:LetterOfGuaranteeMember2024-12-310001635327flut:BankGuaranteeMemberflut:CounterIndemnitiesMember2025-12-310001635327flut:BankGuaranteeMemberflut:CounterIndemnitiesMember2024-12-310001635327us-gaap:OtherCurrentLiabilitiesMemberflut:AustriaAndGermanPayerClaimsMember2025-12-310001635327flut:AustriaAndGermanPayerClaimsMember2025-12-310001635327flut:GoodsAndServiceTaxClaimPendingInRespectOfOnlineGamingBusinessMember2025-12-310001635327flut:GoodsAndServiceTaxClaimPendingInRespectOfOnlineGamingBusinessMember2025-01-012025-12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 10-K

________________


x			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-37403

________________

Flutter Entertainment plc

(Exact name of registrant as specified in its charter)

________________

Ireland						98-1782229
(State or other jurisdiction ofincorporation or organization)						(I.R.S. EmployerIdentification Number)
300 Park Ave South, New York, New York						10010
One Madison Avenue, New York, New York						10010
(Address of principal executive offices)						(Zip Code)

(646) 930-0950

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading
Symbol(s)

Name of Each Exchange
on which Registered

Ordinary Shares, nominal value of €0.09 per share

FLUT

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None.

________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ox Accelerated filer o Non-accelerated filer xo Smaller reporting company o Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ox

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of June 30, ~~2024~~2025, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the ordinary shares of the registrant held by non-affiliates of the registrant was: $3250.3837 billion based upon the closing price reported for such date on the New York Stock Exchange.

As of February 2016, ~~2025~~2026, the number of ordinary shares outstanding of Flutter Entertainment plc was ~~177~~175,~~470~~301,~~787~~968.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Proxy Statement relating to the ~~2025~~2026 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.

Table of Contents

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	1917
Item 1B.	Unresolved Staff Comments	6545
Item 1C.	Cybersecurity	6545
Item 2.	Properties	6747
Item 3.	Legal Proceedings	6747
Item 4.	Mine Safety Disclosures	6747
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6848
Item 6.	[Reserved]	7151
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7151
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	9978
Item 8.	Financial Statements and Supplementary Data	~~100~~79
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	~~159~~139
Item 9A.	Controls and Procedures	~~159~~139
Item 9B.	Other Information	~~162~~141
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	~~162~~141
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	~~163~~142
Item 11.	Executive Compensation	~~163~~142
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~163~~142
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	~~163~~142
Item 14.	Principal Accountant Fees and Services	~~163~~142
PART IV
Item 15.	Exhibits and Financial Statement Schedules	~~164~~143
Item 16.	Form 10-K Summary	~~167~~147

Table of Contents

EXPLANATORY NOTE

Flutter Entertainment plc is a public limited company incorporated under the laws of Ireland.

We have included in this Form 10-K the Group’s audited consolidated financial statements as of December 31, ~~2024~~2025 and ~~2023~~2024 and for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023. The Group’s audited consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). We end our fiscal year on December 31. The audited consolidated financial statements included herein, which have been prepared in accordance with GAAP, do not constitute statutory financial statements for the purposes of the Companies Act 2014 of Ireland (the “Irish Companies Act”). Our statutory financial statements for fiscal ~~2023~~2024 and fiscal ~~2022~~2023, upon which our independent auditors have expressed an unqualified opinion, have been previously delivered to the Registrar of Companies of Ireland (the “Registrar of Companies”) and, in the case of the ~~2024~~2025 financial statements, which are not yet published, are expected to be delivered to the Registrar of Companies within 56 days of our annual return date in ~~2025~~fiscal 2026.

Except as otherwise specified, dollar amounts presented within tables are stated in millions. Totals may not add due to rounding.

CERTAIN TERMS

Unless otherwise specified or the context otherwise requires, the terms “Flutter,” the “Company,” the “Group,” “we,” “us” and “our” each refer to Flutter Entertainment plc and its subsidiaries. References to fiscal ~~2024~~2025, fiscal ~~2023~~2024 and fiscal ~~2022~~2023 refer to the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect our current expectations as to future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial results, our operations, our liquidity and capital resources, the conditions in our industry and our growth strategy (including our plans and expectations related to new product offerings). In some cases, forward-looking statements can be identified by words such as “outlook,” “believe(s),” “expect(s),” “potential,” “continue(s),” “may,” “will,” “should,” “could,” “would,” “seek(s),” “predict(s),” “intend(s),” “trends,” “plan(s),” “estimate(s),” “anticipates,” “projection,” “goal,” “target,” “aspire,” “will likely result” and other words and terms of similar meaning or the negative versions of such words. These forward-looking statements are subject to risks and uncertainties that may change at any time. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include but are not limited to those described in Part I, “Item 1A—Risk Factors”. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report. Flutter undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law.

RISK FACTOR SUMMARY

An investment in our ordinary shares involves risks. You should carefully consider the following information about these risks, together with the other information contained in this Annual Report, before investing in our ordinary shares. Some of the more significant challenges and risks relating to an investment in our Company are summarized below. The following is only a summary of the principal risks that may materially adversely affect our business, financial condition, results of operations and cash flows. The following should be read in conjunction with the more complete discussion of the risk factors we face, which are set forth in Part I, “Item 1A. Risk Factors” in this Annual Report.

•Economic downturns and ~~political and~~ market conditions beyond our control, ~~including inflation and a reduction in consumer discretionary spending,~~ could adversely affect our business, financial condition and results of operations.

•Our business is exposed to competitive pressures ~~given~~arising ~~the~~from competition in online betting and iGaming., as well as from prediction markets, illegal operators and new entrants into the markets in which we operate.

•We may fail to retain existing customers ~~for our betting and iGaming offerings~~ or add new customers, or customers could decrease their level of engagement with our ~~betting~~offerings ~~and~~in ~~iGaming offerings~~general.

•Our growth prospects may suffer if we are unable to develop successful product offerings or if we fail to pursue additional product offerings or make the right investment decisions in our product offerings and technology.

Table of Contents

•~~Our~~We ~~growth prospects~~ may ~~suffer~~experience iflower-than-expected weprofitability ~~are~~or ~~unable~~suffer tosignificant ~~develop~~losses ~~successful~~from ~~product~~a ~~offerings~~failure orto ifdetermine weaccurately ~~fail~~the toodds ~~pursue~~in ~~additional~~relation ~~product~~to ~~offerings.~~any Inparticular ~~addition~~event, ifincluding weas ~~fail~~a toresult ~~make~~of ~~the~~errors ~~right investment decisions~~ in our ~~product~~odds-setting ~~offerings~~or ~~and~~bet ~~technology,~~acceptances weprocesses ~~may not attract~~ and/or ~~retain~~any ~~customers~~failure ~~and~~of our ~~revenue~~sports ~~and~~risk ~~results~~management ~~of operations may decline~~processes.

•~~Participation~~Uncertainty inas ~~the sports betting industry exposes us~~ to ~~trading,~~the ~~liability~~legality ~~management~~of ~~and~~online ~~pricing~~betting ~~risk. We may experience lower-than-expected profitability~~ and/or ~~potentially~~iGaming ~~significant~~or ~~losses~~adverse aspublic asentiment ~~result~~towards ofonline abetting ~~failure to determine accurately the odds in relation to any particular event~~ and/or ~~any~~iGaming ~~failure~~may ofdeter ~~our~~third ~~sports~~party ~~risk~~suppliers ~~management~~from ~~processes~~dealing with us.

•~~The~~Our ~~success~~business ofdepends ~~certain~~on of our ~~products,~~ability ~~including~~to ~~poker~~attract, ~~exchange~~retain, motivate and ~~daily~~develop ~~fantasy~~key ~~sports~~personnel, ~~(“DFS”)~~and our failure to do so or to maintain adequate succession planning for key positions could materially adversely affect our business, ~~depends~~financial ~~upon~~condition ~~maintaining~~and ~~liquidity.~~results of operations.

•~~Uncertainty~~We asare tohighly dependent on the ~~legality~~development and operation of ~~online~~our ~~betting~~sophisticated and ~~iGaming~~proprietary technology and advanced information systems, and any disruptions to such systems or ~~adverse~~failure ~~public~~to ~~sentiment~~effectively ~~towards~~adopt ~~online~~and ~~betting~~implement new technologies and ~~iGaming~~systems ~~may~~could ~~deter~~have ~~third-party~~a ~~suppliers~~material ~~from~~adverse ~~dealing~~effect ~~with~~on usour business, financial condition and results of operations.

•~~Failure~~We touse ~~attract,~~artificial ~~retain~~intelligence ~~and~~(“AI”), ~~motivate~~machine ~~key~~learning ~~employees~~and ~~may~~similar ~~adversely~~technologies ~~affect~~in our ~~ability to compete~~business, ~~and~~which ~~the~~may ~~loss~~present ~~of key personnel could have a material adverse effect on our~~ business, ~~financial~~compliance, ~~condition~~ and ~~results~~reputational ~~of operations~~risks.

•WeSecurity ~~are~~breaches, ~~highly~~unauthorized ~~dependent~~access onto ~~the~~or ~~development~~disclosure ~~and operation~~ of our ~~sophisticated~~data ~~and~~or ~~proprietary~~customer ~~technology~~data, ~~and~~cyber-attacks ~~advanced~~on ~~information~~our systems, ~~and~~or weother ~~could~~cyber ~~suffer~~incidents ~~failures,~~could ~~interruptions~~compromise orsensitive ~~disruptions~~information related to ~~such~~our ~~systems~~business or(including ~~related~~personal ~~development~~data ~~projects~~processed ~~and/~~by us or weon ~~could~~our ~~fail~~behalf) and expose us to ~~effectively~~liability, ~~adopt~~which ~~and~~could ~~implement~~harm ~~new~~our ~~technologies~~reputation and ~~systems~~materially ~~required~~and ~~for~~adversely affect our business, tofinancial ~~remain~~condition ~~competitive~~and results of operations.

•~~Security~~We ~~breaches,~~are ~~unauthorized~~subject ~~access~~ to ora ~~disclosure~~number of ~~our~~risks ~~data or customer data, cyber-attacks on our systems or other cyber incidents could compromise sensitive information~~ related to ~~our~~credit ~~business~~card (payments, including ~~personal~~ data ~~processed~~security bybreaches, usfraud ~~or on our behalf)~~ and ~~expose~~chargebacks, usany toof ~~liability,~~ which could ~~harm our reputation and~~ materially and adversely affect our business, financial ~~conditions~~condition and results of operations.

•WeThe ~~are~~increasing ~~subject~~application ~~to a number~~ of ~~risks related to credit card payments~~, ~~including data security breaches~~ and ~~fraud~~any ~~that~~significant wefailure orto ~~third~~comply ~~parties experience~~with, ~~and~~applicable ~~additional~~data ~~regulation~~protection, ~~any~~privacy ~~of which could materially~~ and ~~adversely~~digital ~~affect~~services ~~our~~laws ~~business,~~may ~~financial~~have ~~condition~~a ~~and~~material ~~results~~adverse ofeffect ~~operations~~on us.

•~~The~~An ~~increasing~~interruption, ~~application~~failure, ofcessation ~~and~~or ~~any~~material ~~significant~~change ~~failure~~of tothe ~~comply~~terms ~~with~~for ~~applicable~~the ~~data~~provision ~~protection,~~of ~~privacy~~third party data and ~~digital~~content services ~~laws~~could ~~may~~ have a material adverse effect on usour business, financial condition and results of operations.

•WeAdverse ~~depend~~changes onto ~~third-party~~the ~~providers~~regulation ~~and other suppliers for a number~~ of ~~products~~online ~~(including~~betting, ~~data~~iGaming and ~~content)~~adjacent ~~and services that are important to our business. An interruption~~industries, ~~cessation~~ or ~~material~~their ~~change~~interpretation ~~of the terms for the provision of an important product or service supplied~~ by ~~any~~regulators, ~~third party~~ could have a material adverse effect on our growth prospects, as well as our business, financial condition and results of operations.

•~~Adverse~~Legal ~~changes~~uncertainty toand ~~the~~inconsistent ~~regulation~~enforcement of online betting and iGaming, orlaws ~~their~~could ~~interpretation~~require byus ~~regulators,~~to ~~could~~restrict ~~have~~or acease ~~material~~operations ~~adverse~~in ~~effect~~certain onjurisdictions, ~~our~~or ~~business,~~expose ~~financial~~us ~~condition~~to ~~and~~regulatory ~~results~~or oflegal ~~operations~~action.

•The ~~approach~~successful execution of our growth strategy, particularly with respect to ~~regulation~~our ~~and~~U.S. ~~the~~business, ~~legality~~depends on our ability to expand our provision of online betting and iGaming ~~varies~~services ~~from~~into ~~jurisdiction~~new toand ~~jurisdiction,~~existing jurisdictions and ismarkets ~~subject~~where tothe ~~uncertainties~~regulatory status of the provision of such services has been clarified or liberalized.

•~~The~~Changes ~~successful~~in ~~execution~~taxation oflaws, ~~our~~regulations ~~growth~~and ~~strategy,~~interpretations ~~particularly~~could ~~with~~materially ~~respect~~increase to our ~~U.S.~~tax ~~business~~liabilities, ~~which~~reduce iscustomer ~~critical~~demand tofor our ~~long-term ambitions~~products, ~~will~~and ~~depend~~adversely onaffect ~~successfully expanding~~ our ~~provision~~business, offinancial ~~online~~condition ~~betting~~ and ~~iGaming~~results ~~services into certain new and existing jurisdictions and markets where the regulatory status~~ of ~~the provision of such services has been clarified or liberalized~~operations.

•~~Adverse~~Uncertain ~~changes to the taxation of betting~~ and ~~gaming~~evolving orinterpretations ~~the imposition~~ of ~~statutory~~tax ~~levies~~laws orfor ~~other~~online ~~duties~~betting, oriGaming ~~charges~~and ~~could~~adjacent ~~have~~products amay ~~material~~expose ~~adverse~~us ~~effect~~to ondisproportionate ~~our business, financial condition and results of operations~~liability.

•~~Risk~~Social responsibility concerns and public opinion regarding responsible gambling and related matters could significantly influence the regulation of ~~disproportionate~~online ~~liability~~betting ~~following~~and ~~changes~~iGaming and impose new responsible gaming requirements, could result in ~~taxation~~investigations ~~law~~and ~~relating~~litigation, toand may adversely impact our ~~operations~~reputation.

•We are exposed to foreign exchange rate risk with respect to the translation of foreign currency denominated balance sheet amounts and to the risk of interest rate fluctuations.

•We depend on the ongoing support of payment processors and international multi-currency transfer systems.

•~~Fulfilling~~We previously identified deficiencies in our internal control over financial reporting ~~and~~that ~~other~~constitute ~~regulatory~~“material ~~obligations~~weaknesses” as adefined U.in Regulation S-X. ~~public~~Although ~~company~~these ismaterial ~~expensive~~weaknesses ~~and~~have ~~time~~been ~~consuming~~remediated, ~~and~~if ~~these~~we ~~activities~~identify material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting to the standards required by U.S. securities laws, we may ~~strain~~not be able to accurately report our ~~resources.~~financial condition or results of operations or prevent fraud.

iii

Table of Contents

•WeThe ~~have~~amount ~~identified~~and ~~deficiencies~~frequency inof our ~~internal~~share ~~control~~repurchases ~~over~~may ~~financial~~fluctuate, ~~reporting~~and ~~that constitute “material weaknesses” as defined in Regulation S-X. If~~ we ~~are~~cannot ~~unable~~guarantee tothat ~~remediate these deficiencies, or if~~ we ~~identify~~will ~~material~~purchase ~~weaknesses~~all ~~in the future or otherwise fail to maintain an effective system~~ of ~~internal control over financial reporting to~~ the ~~standards~~shares ~~required~~under byour ~~U.S.~~share ~~securities~~repurchase ~~laws~~authorization, ~~we may not be able to accurately report our financial condition~~ or ~~results~~that ofit ~~operations~~will orenhance ~~prevent~~long-term ~~fraud~~shareholder value.

•U.S. investors may have difficulty enforcing judgments against us, our directors and officers.

Table of Contents

PART I

Item 1. Business

Company Information

The Company’s legal name is Flutter Entertainment plc. The Company was originally incorporated and registered in Ireland as a private limited company on April 8, 1958, under the name Corcoran’s Management Limited with the registration number 16956. The Company, which would later operate under the name Paddy Power plc, was then formed in 1988 through the merger of three independent bookmakers, including Corcoran’s Management Limited. The Company re-registered as a public limited company on November 15, 2000, and, in December 2000, it listed on the Irish Stock Exchange and the London Stock Exchange (“LSE”). The Company merged with Betfair Group plc on February 2, 2016, and changed its name to Paddy Power Betfair plc. The Company then changed its name to Flutter Entertainment plc on May 28, 2019. On January 29, 2024, the Company completed its registration process with the United States Securities and Exchange Commission (“SEC”), and listed on the New York Stock Exchange (“NYSE”) for public trading. Since listing on the NYSE, the Company has maintained its status on the LSE and delisted from the Irish Stock Exchange. On May 31, 2024, the Company moved its primary listing to the NYSE following the approval of shareholders at the Company’s Annual General Meeting held on May 1, 2024.

The Company'’s global operational headquarters is ~~300~~One ~~Park~~Madison Avenue ~~South~~, New York, New York 10010, United States. The Company’s registered office is: Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin 4, D04 V972, Ireland. The Company’s website is www.flutter.com. The information on, or accessible from, our website is not part of, nor incorporated by reference into, this Annual Report. We make available free of charge, on or through the “Investors” section of our website, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports, if any, or other filings filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after electronically filing or furnishing these reports with the SEC. The SEC maintains a website at http://www.sec.gov that contains our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports, if any, or other filings filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.

We use our website (www.flutter.com) and at times our corporate X account (@FlutterEnt) and LinkedIn (https://www.linkedin.com/company/flutter-entertainment/) as well as other social media channels to distribute company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. The contents of our website and social media channels are not, however, a part of this Annual Report on Form 10-K.

Business Overview

Flutter is the world’s leading online sports betting and iGaming operator based on revenue. Our ambition is to change our industry for the better and deliver long-term growth while also achieving a positive, sustainable future for all our stakeholders. We are well-placed to do so through the global competitive advantages of the Flutter Edge, which provides our brands with access to group-wide benefits to stay ahead of the competition, while maintaining a clear vision for sustainability through our Positive Impact Plan.

The Group consists of a diverse portfolio of leading recreational brands and products with a broad international reach. We operate some of the world’s most distinctive online sports betting and iGaming brands which offer our principal product categories of sportsbook, iGaming and other products (exchange betting, pari-mutuel wagering, ~~and~~ daily fantasy sports (“DFS”) and prediction markets in the U.S.).

These products are offered by FanDuel (sportsbook, iGaming and other products ~~in our United States (“U.S.”~~) ~~division)~~, Sky Betting & Gaming (sportsbook and iGaming products), Sportsbet (sportsbook products), PokerStars (iGaming products), Paddy Power (sportsbook and iGaming products), Sisal1 (sportsbook and iGaming products), Snai (sportsbook, iGaming products and other products), tombola (iGaming products), Betfair (sportsbook, iGaming and other products), TVG (other products), ~~Junglee Games (iGaming and other products) and~~ Adjarabet (iGaming products)~~. In January 2024~~, ~~we acquired a 51% controlling stake in~~ MaxBet, ~~a leading omni-channel sports betting and gaming operator in Serbia, which offers~~ (sportsbook and iGaming products) and isBetnacional ~~included~~(sportsbook inand ~~our~~iGaming ~~International division from that date~~products).

During fiscal 2025, we have completed the following acquisitions of:

1 Sisal’s iGaming products include retail and online lottery products. See “—Our Products—iGaming” below for additional information.

Table of Contents

~~In September 2024, we announced two strategic acquisitions. First, the acquisition of~~ •a 565% redeemable non-controlling interest in ~~NSX~~FanDuel Group, aParent ~~leading~~LLC ~~Brazilian~~(“FanDuel”) held ~~operator~~by ofBoyd ~~the~~Interactive ~~Betnacional~~Holdings ~~brand~~L.L.C. (“Boyd”) for ~~cash~~a consideration of ~~approximately~~ $~~320 million (Brazilian Real~~ 1,~~981~~553 million). The ~~transaction~~acquisition isbrings ~~subject~~the toGroup’s ~~customary~~holding ~~completion accounts adjustments with a redemption mechanism~~ in ~~the~~FanDuel ~~form of call and put options which allows us~~ to ~~acquire the remaining interest in year five and year ten following the completion date. Second, the acquisition of~~ 100% ~~of Snaitech S.p.A., one of Italy’s leading omni-channel operators for a cash consideration of $2.4 billion~~ (~~€2.3 billion)~~ subject to completion accounts adjustments. We expect these acquisitions to be completed in 2025 subject to customary closing conditions. We believe that both acquisitions fully align with our strategy to invest in leadership positions in international markets and will expand our reach in the ~~attractive~~Fox ~~markets of Brazil and Italy~~Option).

We•a ~~are~~56% ~~the~~interest ~~industry~~in ~~leader~~NSX byGroup ~~size with 13.9 million Average Monthly Players~~ (“~~AMPs~~NSX”) ~~and $14~~,~~048~~ ~~million~~a ofleading ~~revenue~~Brazilian ~~globally~~operator ~~for~~of ~~fiscal 2024. AMPs refers to~~ the ~~average~~Betnacional ~~over~~brand ~~the~~for ~~applicable~~a ~~reporting period of the~~ total ~~number~~consideration of ~~players~~BRL ~~who~~3,799 ~~have~~million ~~placed and/or wagered a stake and/or contributed to rake~~ (~~i.e.~~$674 million), ~~the~~with ~~commission we take for operating or hosting~~ a ~~game)~~redemption ormechanism ~~tournament~~in ~~fees during~~ the ~~month.~~form ~~This~~of ~~measure~~call ~~does not include individuals who have only used new player or player retention incentives,~~ and ~~this~~put ~~measure~~options iswhich ~~for~~allows ~~online~~us ~~players~~to ~~only~~acquire ~~and~~the ~~excludes~~remaining ~~retail~~interest ~~player~~in ~~activity.~~year ~~See~~five ~~Part II, “Item 7. Management’s Discussion~~ and ~~Analysis~~year often ~~Financial~~following ~~Condition~~the ~~and~~completion ~~Results of Operations—Key Operational Metrics” for additional information regarding how we calculate AMPs data, including a discussion regarding duplication of players that exists in such data~~date.

We•100% ~~operate~~of athe ~~divisional~~outstanding ~~management~~shares ~~and~~of ~~operating~~Pluto ~~structure~~(Italia) ~~across our geographic markets~~S.p.A, ~~Each division has an empowered management team responsible for maintaining~~ the ~~momentum~~holding ~~and~~company ~~growth~~that inowns ~~its~~Snaitech ~~respective geographic markets. For fiscal 2024, our divisions were: (i) U.~~S.,p.A (~~ii) UK and Ireland (~~“~~UKI~~Snai”), ~~(iii)~~one ~~International and (iv) Australia, which aligned with our four reportable segments. In the first quarter~~ of ~~2025,~~Italy’s ~~the~~leading ~~Company~~omni-channel ~~updated~~operators ~~its~~in ~~internal reporting, including~~ the ~~information~~sports ~~provided~~betting ~~to the chief operating decision maker to assess segment performance~~ and ~~allocate~~iGaming ~~resources~~market, ~~and, as a result, will update its reportable segments in its quarterly report on Form 10-Q~~ for ~~the~~consideration ~~period~~of ~~ending~~approximately ~~March 31, 2025~~$2.6 ~~Following~~billion ~~these changes, the Company will have two reportable segments: U~~(€2.S.3 ~~and International, (which will include what was formerly our UKI, International and Australia segments~~billion). ~~This change in reportable segments further aligns the Group with the growth of the US segment.~~

In December 2025, we launched FanDuel Predicts in partnership with CME Group (“CME”) in five states, beginning a phased national rollout through early 2026 and providing eligible customers with a mobile and web platform to trade prediction markets contracts.

We are the industry leader by size with 15.9 million Average Monthly Players (“AMPs”) and $16,383 million of revenue globally for fiscal 2025. AMPs refers to the average over the applicable reporting period of the total number of players who have had a bet settled and/or contributed to the rake (i.e., the commission we take for operating or hosting a game) or tournament fees during the month. This measure does not include individuals who have only used new player or player retention incentives, and this measure is for online players only and excludes retail player activity. See Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operational Metrics” for additional information regarding how we calculate AMPs data, including a discussion regarding duplication of players that exists in such data.

We operate a divisional management and operating structure across our geographic markets. Each division has an empowered management team responsible for maintaining the momentum and growth in its 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 fiscal 2025.

The Company reports its consolidated financial statements based on two reportable segments:

•U.S.; and

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

Segment results for fiscal 2024 and fiscal 2023 have been revised to reflect the change in reportable segments.

Our Products

Our principal products include sportsbook, iGaming and other products, such as exchange betting, pari-mutuel wagering, DFS and ~~DFS~~prediction markets products offerings in the U.S. For fiscal ~~2024~~2025, 5653% of our revenue was derived from sportsbook, 4044% of our revenue was derived from iGaming, and 43% of our revenue was derived from other products, while 9188% of our revenue at the Group level was generated from our online businesses. Our online operations are complemented by 1,~~150~~127 retail shops, mainly in the United Kingdom, Ireland, Italy and Serbia. In each market, we typically offer sports betting, iGaming, or both, depending on the regulatory conditions of that market.

For a discussion of the significant new products that we have introduced recently, and the status of publicly announced new products, see “—Research and Development” below.

Sportsbook

Our sportsbook offerings, such as FanDuel, Sportsbet or Sky Betting & Gaming, involve a customer placing a bet (wager) on various types of sporting events at fixed odds determined by us. Bets are made in advance of the sporting event that will determine the outcome of the wager. In the event the specified outcome occurs, the customer wins the bet and is paid out based upon the odds assigned at the time of the bet. We generate revenue by setting odds in a manner that includes a theoretical spread to be earned on each contest less winnings paid and expenses associated with promotional activity.

In addition to this revenue, revenue from our real-money games (i.e., games in which real money is wagered on the outcome of the game) includes revenue earned on the processing of real-money deposits and cash-out options (which gives the customers the option to exit the game and to obtain an early return from their bet), in specific currencies, which is sometimes referred to as conversion margins.

iGaming

We offer our customers peer-to-business (“P2B”) iGaming products, peer-to-peer (“P2P”) iGaming products and lottery products.

Table of Contents

~~Our P2B~~ iGaming products involve customers betting against the house. Our iGaming products allow customers to bet on a range of games of chance such as online casino, bingo and machine gaming terminals. We provide a combination of third-party content and proprietary games, reflecting a shift to in-house developed products in order to differentiate ourselves from our competitors. Our iGaming offerings typically include the full suite of games available in land-based casinos, such as blackjack, roulette and slot machines. We generate revenue through the gross bets placed less payouts on winning bets, which is also referred to as “hold.”

~~Our~~We ~~P2P~~offer ~~iGaming~~our ~~products~~customers ~~include~~peer-to-business ~~poker~~(“P2B”) ~~and~~iGaming ~~rummy. As P2P operators~~products, ~~we are generally not exposed~~ peer-to-peer ~~the risks of game play or the outcome of the game, as we typically take a rake or commission from the game play. For~~ (“P2P”) ~~games,~~iGaming ~~player~~products ~~liquidity, or the number or volume of players with an operator, is critical to the success of the game, with a greater number of players supporting a wider range~~ and ~~greater~~lottery ~~volume of games and larger tournaments, increasing the quality of the offering to the consumer~~products. As a result, larger scale poker or rummy operations will benefit from superior player liquidity in their systems, which, in turn, improves their offering to customers, creating a positive feedback loop.

WeOur ~~also~~P2B ~~offer~~iGaming ~~our~~products involve customers ~~lottery~~betting against the house. Our iGaming products ~~through~~allow ~~our~~customers ~~Sisal~~to ~~brand~~bet ~~under~~on ~~fixed~~a ~~term~~range ~~licenses~~of ~~known~~games of chance such as ~~lottery~~online ~~concessions~~casino, inbingo ~~various~~and ~~jurisdictions~~machine gaming terminals. ~~For~~We ~~example,~~provide ~~SuperEnalotto,~~a ~~Win~~combination ~~for~~of ~~Life,~~third ~~VinciCasa,~~party ~~Eurojackpot,~~content and ~~SiVincTutto~~proprietary ~~operate in Italy~~games, ~~Sisal~~reflecting ~~Sans~~a ~~operates~~shift to in-house ~~Turkey~~developed ~~and~~products ~~Sisal~~in ~~Loterie~~order ~~Maroc~~to ~~operates~~differentiate inourselves ~~Morocco~~from our competitors. Our ~~lottery~~iGaming ~~products~~offerings ~~involve~~typically ~~customers~~include ~~purchasing~~the afull ~~ticket~~suite ~~where~~of ~~they~~games ~~have~~available ~~the~~in ~~potential~~land-based tocasinos, ~~win~~such aas ~~prize~~blackjack, roulette and ~~where~~slot ~~the~~machines. ~~winning~~We ~~outcome~~generate isrevenue ~~drawn~~through atthe ~~random.~~gross ~~Sisal~~bets ~~receives~~placed aless ~~commission~~payouts inon ~~respect~~winning ofbets, ~~the~~which ~~lottery~~is ~~services~~also ~~provided~~referred ~~under~~to ~~the~~as ~~concession agreement~~“hold.”

Our P2P iGaming products include poker. As P2P operators, we are generally not exposed to the risks of game play or the outcome of the game, as we typically take a rake or commission from the game play. For P2P games, player liquidity, or the number or volume of players with an operator, is critical to the success of the game, with a greater number of players supporting a wider range and greater volume of games and larger tournaments, increasing the quality of the offering to the consumer. As a result, larger scale poker operations will benefit from superior player liquidity in their systems, which, in turn, improves their offering to customers, creating a positive feedback loop.

We also offer our customers lottery products through our Sisal brand under fixed term licenses known as lottery concessions in various jurisdictions. For example, SuperEnalotto, Win for Life, VinciCasa, Eurojackpot, and SiVincTutto operate in Italy, Sisal Sans operates in Türkiye and Sisal Loterie Maroc operates in Morocco. Our lottery products involve customers purchasing a ticket where they have the potential to win a prize and where the winning outcome is drawn at random. Sisal receives a commission in respect of the lottery services provided under the concession agreement.

Other

We include within other product revenue our P2P sports betting and prediction markets products, which involve customers playing/betting against each other and not against the house, where we make a commission on the bets or contracts. Our ~~sports betting~~ P2P products include the Betfair betting exchanges, DFS and prediction markets offered by FanDuel and ~~Junglee Games and~~ horse racing wagering offered under the TVG brand. We also offer business-to-business pricing and risk management services, where we earn revenues from providing these services to other businesses in our sector.

Our ~~Geographic Divisions~~ Business

As of December 31, 2024, we offered our products in over 100 countries and had 13.9 million AMPs globally. See Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operational Metrics” for additional information regarding how we calculate AMPs data, including a discussion regarding duplication of players that exists in such data. For fiscal 2024, our U.S. division constituted 41% of our revenue, our UKI division constituted 26% of our revenue, our International division constituted 23% of our revenue and our Australian division constituted 10% of our revenue. As mentioned above, in the first quarter of 2025, the Company updated its internal reporting, including the information provided to the CODM to assess segment performance and allocate resources, and, as a result, will update its reportable segments in its quarterly report on Form 10-Q for the period ending March 31, 2025. Following these changes, the Company will have two reportable segments: U.S. and International (which will include what was our UKI, International and Australia segments).

United States

Our U.S. ~~division~~segment offers sports betting, casino, DFS, ~~and~~ horse racing wagering and prediction markets products to players across various states in the United States, mainly online but with sports betting services also provided through a small number of retail outlets, and certain online products in the province of Ontario in Canada.

The U.S. ~~division~~segment is our fastest growing and our largest ~~division~~region, constituting $56,~~798~~967 million (or 4143%) of our revenue for fiscal ~~2024~~2025. For ~~the~~fiscal ~~year ended December 31~~2025, ~~2024,~~ we had an approximately 4441% share of the online sports betting market in the states where FanDuel sportsbook was live and an approximately 2527% share of the iGaming market in states where FanDuel casino was live based on the gross gaming revenue.

~~For~~The ~~2024, the~~ U.S. ~~division~~segment ~~consisted~~consists of: the following brands: FanDuel and TVG ~~brands~~. As of December 31, ~~2024~~2025, our FanDuel online sportsbook was available in 2325 states or territories, our FanDuel online casino was available in 5 states, our FanDuel paid DFS offering was available in 4443 states, our FanDuel or TVG online horse racing wagering product was available in 32 states, our FanDuel Predicts product was available in 5 states and our FanDuel free-to-play products were available in all 50 states.

International

Our International segment includes our operations in approximately 100 global markets and offers sports betting, casino, poker and lottery. Our International segment constituted $9,416 million (or 57%) of our revenue for fiscal 2025.

Table of Contents

United Kingdom and Ireland

In the United Kingdom and Ireland, we offer sports betting (sportsbook), iGaming products (games, casino, bingo and poker) and other products (exchange betting) through our Sky Betting & Gaming, Paddy Power, Betfair and tombola brands. Although our UKI brands mostly operate online, this ~~division~~region also includes our ~~563~~506 Paddy Power betting shops in the United Kingdom and Ireland as of December 31, ~~2024~~2025. Our UKI ~~division~~region constituted $3,~~598~~547 million (or 2622%) of our Group total revenue for fiscal ~~2024~~2025.

~~International~~Southern Europe and Africa

~~Our~~In ~~International~~Italy, ~~division~~we ~~operates~~offer inour ~~over~~sports ~~100~~betting ~~global~~(sportsbook) ~~markets~~ and ~~offers~~iGaming ~~sports~~products ~~betting~~(games, casino, poker and lottery) through our Sisal, ~~rummy~~Snai and ~~lottery~~PokerStars brands. We also offer our sports betting and iGaming products in Morocco and Türkiye. Our SEA region constituted $2,746 ~~mainly~~million ~~online~~(or 17%) of our Group total revenue for fiscal 2025.

~~Sisal,~~Asia the leading iGaming operator in Italy, is the largest brand in the International division following its acquisition in August 2022. The International division also includes PokerStars, Betfair International, Adjarabet, Junglee Games and most recently MaxBet. Pacific

In ~~January 2024~~Australia, we ~~acquired~~offer anonline ~~initial~~sports ~~51%~~betting ~~controlling~~products ~~stake~~through inour ~~MaxBet~~Sportsbet brand, awhich ~~leading~~operates ~~omni-channel~~exclusively ~~sports~~in ~~betting~~Australia and ~~gaming~~offers ~~operator~~a inwide ~~Serbia~~range ~~for~~of abetting ~~cash~~products ~~consideration~~and ofexperiences ~~$143~~across ~~million~~local ~~(€131~~and ~~million).~~global ~~The~~horse ~~share~~racing, ~~purchase~~sports, ~~agreement~~entertainment ~~includes~~and ~~call~~major ~~and~~events. ~~put~~In ~~options~~India, towe ~~acquire~~offered ~~the~~iGaming ~~remaining~~products ~~49%~~through ~~stake~~our inJunglee ~~2029.~~brand Weuntil ~~plan~~August to22, ~~continue~~2025, towhen ~~diversify~~we ~~internationally~~ceased ~~and~~offerings ~~take~~such ~~our~~products ~~online~~due ~~offering~~to ~~into~~the ~~regulated~~ban ~~markets~~on ~~with~~all aforms ~~strong~~of ~~gambling~~online ~~culture~~real ~~and~~money agaming ~~competitive~~in ~~tax~~India ~~framework~~that ~~under~~went ~~which~~into weeffect. ~~believe~~Our weAPAC ~~have~~region ~~the~~constituted ~~ability~~$1,428 tomillion ~~offer~~(or a9%) ~~broad~~of ~~betting~~our ~~and~~Group ~~iGaming~~total ~~product~~revenue ~~range~~for fiscal 2025.

InCentral ~~addition,~~and ~~effective~~Eastern January 1, 2024, subsequent to our decision to close the sports betting platform FOX Bet, we reorganized how the PokerStars (U.S.) business is managed which resulted in a change in operating segment composition. From January 1, 2024, PokerStars (U.S.) is included in the International segment as opposed to the U.S. segment.Europe

In Central and Eastern Europe (“CEE”), we offer online sports betting and iGaming products through our Adjarabet and Maxbet brands. Maxbet retail shops also offer our products in this region. Our ~~International~~CEE ~~division~~region constituted $~~3,257~~604 million (or 234%) of our Group total revenue for fiscal ~~2024~~2025.

~~Australia~~ Brazil

In ~~Australia~~Brazil, we offer online sports betting ~~products through our Sportsbet brand~~, ~~which~~iGaming ~~operates~~products ~~exclusively in Australia~~ and ~~offers~~other aproducts ~~wide~~(exchange ~~range of~~ betting) ~~products~~through ~~and~~our ~~experiences~~Betfair ~~across local~~ and ~~global~~Betnacional ~~horse racing, sports, entertainment and major events~~brands. Our ~~Australia~~Brazil ~~division~~region constituted $~~1,395~~227 million (or 101%) of our Group total revenue for fiscal ~~2024~~2025.

~~The information below summarizes revenue by geographical market for the years ended December 31, 2024, 2023, and 2022:~~ Other

	Year ended December 31,
($ in millions)	2024		2023		2022
U.S.	$	5,729	$	4,391	$	3,176
U.K.	3,279		2,740		2,397
Ireland	304		305		283
Australia	1,397		1,447		1,558
Italy	1,484		1,352		690
Rest of the world	1,855		1,555		1,359
Total revenue	$	14,048	$	11,790	$	9,463

Other regions comprise PokerStars’ non-Italian operations and Betfair's non-Brazilian business, where we offer online poker and exchange betting products. Other regions constituted $864 million (or 5%) of our Group total revenue for fiscal 2025.

We plan to continue to diversify internationally and take our online offering into regulated markets with a gambling culture and a competitive tax framework under which we have the ability to offer a broad betting and iGaming product range.

Seasonality

Our product offerings are subject to a largely predictable degree of seasonality, although the seasonality of each of these products does differ, thereby reducing the effect on an aggregate basis. In particular, a majority of our current U.S. sports betting and DFS revenue is and will continue to be generated from bets placed on, or contests relating to, the NFL, the NBA, MLB and the NCAA, each of which has its own respective off-seasons, which may cause decreases in our future revenues during such periods. The schedule of significant sporting events that do not occur annually, such as the FIFA World Cup, the UEFA European Football Championship and/or marquee boxing matches, affect the volumes of bets collected over the course of that period. Our sportsbook revenue is driven by a combination of the timing of sporting and other events and the results of our operations are derived from those events. While our iGaming revenue also benefits from activity around sporting events, it is less dependent on the sporting calendar. The overall effect of any individual sporting event is small due to the number of sporting events that take place in any given year and the diversity of our revenue source. See “Item 1A. Risk Factors—Risks Relating to Our Business and Industry—Variability in win rates, the timing of jackpot payouts in our iGaming and the broadcasting and scheduling of major sporting events could materially adversely affect our financial results.”

Table of Contents

The information below summarizes long-lived assets by geographical market as of December 31, 2024 and 2023:

	Year ended December 31,
($ in millions)	2024		2023
U.S.	$	123	$	126
U.K.	99		82
Ireland	70		58
Australia	9		8
Italy	93		110
Rest of the world	99		87
Long-lived assets	$	493	$	471

Seasonality

Our product offerings are subject to a largely predictable degree of seasonality, although the seasonality of each of these products does differ, thereby reducing the effect on an aggregate basis. In particular, a majority of our current U.S. sports betting and DFS revenue is and will continue to be generated from bets placed on, or contests relating to, the NFL, the NBA, MLB and the NCAA, each of which has its own respective off-seasons, which may cause decreases in our future revenues during such periods. The schedule of significant sporting events that do not occur annually, such as the FIFA World Cup, the UEFA European Football Championship and/or marquee boxing matches, affect the volumes of bets collected over the course of that period. Our sportsbook revenue is driven by a combination of the timing of sporting and other events and the results of our operations are derived from those events. While our iGaming revenue also benefits from activity around sporting events, it is less dependent on the sporting calendar. The overall effect of any individual sporting event is small due to the number of sporting events that take place in any given year and the diversity of our revenue source. See “Item 1A. Risk Factors—Risks Relating to Our Business and Industry—Aspects of our business will depend on the live broadcasting and scheduling of major sporting events.”

Marketing

Our ability to effectively acquire, engage and retain customers on our platform is critical to our operational and financial success. We believe that the combination of our brands with our data science and marketing analytics capabilities provide us with a strong competitive advantage in our industry. We utilize a variety of marketing channels, including paid external advertising through traditional and digital media, compelling new player and event-driven promotions and paid affiliate programs. We use proprietary models and software tools to track the efficacy of these marketing campaigns in real-time, giving us the ability to constantly evaluate and optimize our marketing strategies as necessary. Over time, our growth has also enabled our marketing efforts to benefit from economies of scale.

We also rely on successful cross-promotion across our product offerings and consequently have developed ways to minimize friction between our offerings. For example, our FanDuel Sportsbook app features an embedded iGaming offering in states where iGaming is permissible so players can play a subset of casino games without leaving the sportsbook app. Aside from traditional marketing channels, we also enter into select media, sports and entertainment partnerships that support and accelerate our long-term strategic initiatives. Where possible, we will enter into exclusive relationships to further align interests. We have also historically partnered with athletes and celebrities that share our values in order to promote our brand. For example, in the United States, we have strategically partnered with some of the leading news, sports and entertainment companies, including ~~CBS~~Amazon Prime Video, Paramount, Netflix, Fox Sports, and The Ringer. Additionally, we have ongoing commercial relationships with Sky, which allow us to use the Sky (e.g., Sky Betting and Gaming) brands and integrate with Sky’s commercial and advertising platforms pursuant to several contractual agreements.

Furthermore, in the United States, we are: (i) an official sports betting partner, official sportsbook, official one-day fantasy partner, official one-day fantasy game, and official marketing partner and authorized gaming operator of the NBA; (ii) an official sponsor/partner, official sportsbook sponsor/partner, official sports betting sponsor/partner and official free to play sponsor/partner of the NFL; (iii) an official sports betting sponsor/partner of MLB; (iv) an official sports betting/wagering partner, official daily fantasy game, official daily fantasy hockey game, official daily fantasy partner, official fantasy partner and official partner of the NHL; (v) an official sportsbook, official daily fantasy partner, official marketing partner, official partner and authorized gaming operator of the WNBA; (vi) an official betting operator of the PGA TOUR; (vii) an official sports betting partner of TGL; (viii) an authorized gaming operator of NASCAR; (ix) an authorized gaming operator of MLS; (x) an official sportsbook partner of the Professional Women’s Hockey League (PWHL); and (xi) an official partner and official U.S. sports betting partner of the Professional Fighters League (PFL). We also have partnerships with 27 professional teams across these and other leagues. The nature of these partnerships varies; however, each of these relationships amplifies our brand and helps us acquire and retain customers more efficiently by, for example, allowing us to open a retail sportsbook location in their arena, prominently displaying our brand on signs throughout their arena, advertising our products across their television, digital media and radio outlets and giving us access to their customer relationship databases for our marketing purposes.

In fiscal 2025, we spent $3,678 million in sales and marketing globally to ensure that we have high levels of brand visibility throughout the year.

Research and Development

As a leading online betting and iGaming operator, our growth and competitive positioning is dependent on the implementation and execution of our technology strategy. We have a distinctive proprietary technology platform that is tailored to the needs of our business, which we have developed and refined through dedicated investments over more than 30 years. Our recent investments are focused on providing appealing product offerings to our customers, both in terms of the quality of the offerings and the user experience, and also with respect to data security and integrity across our offerings. In fiscal 2025, we invested $991 million in technology research and development. We dedicate nearly all of our research and development investments to enhancing our products, including online sports betting, iGaming, and growth areas such as our recently launched predictions market product, which seeks to provide broad market applications for product offerings derived from our technology. We expect to continue investing significantly in research and development in an effort to constantly improve customer experience, engagement and security. We believe that such investment in research and development enables us to react more quickly to changing customer needs and is central to our competitive positioning.

As of fiscal 2025, our global workforce consisted of approximately 7,500 technologists who support the introduction and development of new products, the creation of new betting markets, the improvement of the online customer experience and the development of better processes and systems. These support the five in-house gaming studios and global pricing and risk management functions which are continuously developing cutting-edge content for our customers. We believe that continued research and development will contribute to our future growth and profitability and ensure our position as market leader in the betting and iGaming industry.

Table of Contents

~~Furthermore,~~During infiscal ~~the United States~~2025, weour ~~are:~~global ~~(i)~~technology anstrategy ~~official~~enabled ~~sports~~the ~~betting~~following ~~partner,~~improvements ~~official sportsbook, official one-day fantasy partner, official one-day fantasy game,~~ and ~~official~~enhancements ~~marketing~~to ~~partner~~our ~~and~~products ~~authorized~~around ~~gaming operator of~~ the ~~NBA;~~world: ~~(ii)~~FanDuel anadvanced ~~official~~several ~~sponsor/partner,~~initiatives ~~official~~aimed ~~sportsbook~~at ~~sponsor/partner,~~increasing ~~official~~flexibility ~~sports betting sponsor/partner~~ and ~~official~~optionality ~~free~~for tocustomers, ~~play~~including ~~sponsor/partner of~~ the ~~NFL;~~development ~~(iii)~~and antesting ~~official~~of ~~sports~~new ~~betting~~wagering ~~sponsor/partner~~formats ofsuch ~~MLB;~~as ~~(iv)~~quick anbets, ~~official~~drive ~~sports~~same ~~betting/wagering~~game ~~partner~~parlay, ~~official~~and ~~daily~~futures ~~fantasy~~same game, ~~official~~parlay. ~~daily~~We ~~fantasy~~also ~~hockey~~invested ~~game,~~in ~~official~~improving ~~daily~~the ~~fantasy~~precision, ~~partner~~speed, ~~official~~and ~~fantasy~~reliability ~~partner~~of our probability and ~~official~~pricing ~~partner~~infrastructure. ofThese ~~the~~efforts ~~NHL;~~included ~~(v)~~enhancements anto ~~official~~core ~~sportsbook~~probability algorithms, ~~official~~upgrades ~~daily~~to ~~fantasy~~trading ~~partner~~tools, ~~official~~and ~~marketing~~initiatives ~~partner,~~designed ~~official~~to ~~partner~~reduce platform and ~~authorized~~pricing ~~gaming~~latency. ~~operator~~Collectively, ofthese ~~the~~improvements ~~WNBA;~~support ~~(vi)~~our anobjective ~~official~~of ~~betting~~delivering ~~operator~~high‑confidence ofprobability ~~the~~estimates ~~PGA~~while ~~TOUR;~~maintaining ~~(vii)~~a anlow‑friction ~~official~~customer ~~sports~~experience ~~betting~~during ~~partner~~bet ofplacement. ~~TGL;~~FanDuel ~~(viii)~~incorporated ancoach‑specific ~~authorized~~behavioral ~~gaming~~tendencies ~~operator~~into ofits ~~NASCAR;~~NFL ~~(ix)~~modelling, animplemented ~~authorized~~new ~~gaming~~price‑confidence ~~operator~~metrics, ofand ~~MLS;~~increased ~~(x)~~odds anavailability ~~official~~toward ~~sportsbook~~the ~~partner~~end of ~~the~~games. ~~Professional~~In ~~Women’s~~addition, ~~Hockey~~we ~~League~~launched ~~(PWHL);~~“FanDuel ~~and~~Predicts” ~~(xi)~~a annew ~~official~~FanDuel ~~partner~~branded ofapp ~~the~~in ~~Women's~~December ~~Lacrosse~~2025 ~~League.~~to Weoffer ~~also~~prediction ~~have~~markets ~~partnerships~~products. ~~with~~In 26Italy, ~~professional~~Sisal ~~teams~~completed ~~across~~its ~~these~~migration ~~and~~of ~~other~~Poker ~~leagues.~~& ~~The~~Bingo ~~nature~~products ofto ~~these~~Flutter ~~partnerships~~platforms ~~varies;~~and ~~however~~launched MyCombo, ~~each~~the ofonly ~~these~~full ~~relationships~~same ~~amplifies~~game ~~our~~parlay ~~brand~~product ~~and~~available ~~helps~~in usthe ~~acquire~~Italian ~~and~~market. ~~retain~~In ~~customers~~the ~~more~~UK ~~efficiently~~and byIreland, ~~for~~the ~~example,~~successful ~~allowing~~migration usof toSky ~~open~~Bet aonto ~~retail~~our ~~sportsbook~~shared ~~location~~Flutter inUKI ~~their~~platform ~~arena,~~has ~~prominently~~enabled ~~displaying~~delivery ~~our~~of ~~brand~~new onproducts ~~signs~~and ~~throughout~~improvements ~~their~~for ~~arena,~~our ~~advertising~~Sky ~~our~~Bet ~~products~~customers. ~~across~~This ~~their~~included ~~television,~~the ~~digital~~launch ~~media~~of ~~and~~our ~~radio~~highly ~~outlets~~popular ~~and~~SuperSub ~~giving~~offering usand ~~access~~the tonew ~~their~~Squad ~~customer~~Bet ~~relationship~~proposition, ~~databases~~powered ~~for~~by our ~~marketing~~next-generation ~~purposes~~pricing capability.

In fiscal 2024, we spent $3,205 million in sales and marketing across our four geographic divisions to ensure that we have high levels of brand visibility throughout the year.

Research and Development

As a leading online betting and iGaming operator, our growth and competitive positioning is dependent on the implementation and execution of our technology strategy. We have a distinctive proprietary technology platform that is tailored to the needs of our business, which we have developed and refined through dedicated investments over more than 30 years. Our recent investments are focused on providing appealing product offerings to our customers, both in terms of the quality of the offerings and the user experience, and also with respect to data security and integrity across our offerings. In fiscal 2024, we invested $820 million in technology research and development. We dedicate nearly all of our research and development investments to our online sports betting and iGaming businesses, which seeks to provide broad market applications for product offerings derived from our technology. We expect to continue investing significantly in research and development in an effort to constantly improve customer experience, engagement and security. We believe that such investment in research and development enables us to react more quickly to changing customer needs and is central to our competitive positioning.

As of fiscal 2024, our global workforce consisted of approximately 7,700 technologists who support the introduction and development of new products, the creation of new betting markets, the improvement of the online customer experience and the development of better processes and systems. These support the five in-house gaming studios and global pricing and risk management functions which are continuously developing cutting-edge content for our customers. We believe that continued research and development will contribute to our future growth and profitability and ensure our position as market leader in the betting and iGaming industry.

During fiscal 2024, our global technology strategy enabled the following improvements and enhancements to our products around the world: FanDuel leveraged the Group’s technology, pricing and risk management capabilities to launch Same Game Parlay Live for the new NBA season, and to introduce animated scoreboards and a new player experience hub to drive a more immersive live experience and enhance player narrative themes for the NFL season. FanDuel's improvements to pricing and risk management capabilities have also led to the development of in-house pricing for the WNBA and an expanded range of betting markets, increasing the adoption of the proprietary Same Game Parlay product. FanDuel is currently trialing the new “Your Way” product which could provide customers with almost limitless, customizable betting options in the future. FanDuel Casino also completed its migration to our proprietary technology platform while increasing access to popular exclusive titles.

In UKI, Sky Betting & Gaming launched QuickBuild, a more intuitive Same Game Parlay experience, while Paddy Power leveraged the Flutter Edge to launch Super Sub, allowing customers to swap a substitute player into a parlay bet, as well as launching its first branded live game show, Paddy’s Mansion Heist, our most successful live casino game launch ever. In International, Sisal became the first Italian operator to launch Same Game Parlay in June, expanded online casino content and released a new SuperEnalotto lottery app, while in India we successfully leveraged the Flutter Edge to launch Junglee Poker.

Table of Contents

Intellectual Property

We believe that copyright, trademarks, domain names, trade secrets, proprietary technology and other intellectual property are critical for our long-term success. We seek to protect our investment in research and development by seeking intellectual property protection as appropriate for our technologies and content, including our software code, proprietary technology and know-how that we use to develop and run our sports and iGaming product offerings and related services. Other than licensed rights, we own the key intellectual property rights for the software material used in our betting and iGaming operations and the key intellectual property rights to our customer profiles and iGaming platforms, including sportsbook and poker software.

While much of the intellectual property we use is owned by us, we have obtained rights to use the intellectual property of third parties through licenses and service agreements with those third parties. Although we believe these licenses are sufficient for the operation of the Group, these licenses typically limit our use of the third parties’ intellectual property to specific uses and for specific time periods.

We rely on a combination of trade secret, copyright, trademark, patent and other intellectual property laws, as well as contractual provisions, to protect our intellectual property rights in our sports and iGaming product offerings and other proprietary technology. We actively seek patent protection covering certain inventions originating from us and, from time to time, review opportunities to acquire patents to the extent we believe such patents may be useful or relevant to our business. We also enter into confidentiality and intellectual property assignment agreements with our employees, contractors and other third parties. We typically own the trademarks under which our sports and iGaming product offerings and related services are marketed. In order to protect our brands and trademarks, we register our key trademarks in select jurisdictions in which we operate. Our key trademarks and domain names include, among others:

•Group: “FLUTTER ENTERTAINMENT”;

•U.S. ~~division~~segment: “FanDuel,” “FanDuel Sportsbook,” “www.fanduel.com” and “www.tvg.com”;

•~~UKI~~International ~~division~~segment: “FLUTTER INTERNATIONAL,” “PADDY POWER,” “PADDY POWER BETFAIR,” “SPORTSBET,” “POKERSTARS,” “BETFAIR,” “SISAL,” “SNAI,” “ADJARABET,” “MAXBET SLOT CLUB,” “BETNACIONAL,” “www.paddypower.com” “www.paddypower.ie,” “www.sportsbet.com.au, ” “www.pokerstars.com,” “www.betfair.com,” “www.~~paddypower~~sisal.it,” “www.snai.it,” “www.adjarabet.com,” “www.maxbet.rs” and “~~www~~betnacional.~~paddypower~~bet.iebr.”;

~~•Australia~~See ~~division:~~ “~~SPORTSBET”~~Item 1A. Risk Factors—Risks Relating to Information Technology Systems and ~~“www~~Intellectual Property—If we are unable to protect or enforce our rights in our proprietary technology, brands or other intellectual property, or if we are found to infringe the intellectual property rights of third parties, our competitive advantage, business, financial condition and results of operations could be harmed.~~sportsbet.com.au~~”; ~~and~~

•International division: “FLUTTER INTERNATIONAL,” “JUNGLEE GAMES,” “POKERSTARS,” “BETFAIR,” “SISAL,” “ADJARABET,” “MAXBET SLOT CLUB,” “www.pokerstars.com,” “www.betfair.com,” “www.sisal.it,” “www.jungleegames.com,” “www.maxbet.rs” and “www.adjarabet.com.”

See “Item 1A. Risk Factors—Risks Relating to Information Technology Systems and Intellectual Property—If we are unable to protect or enforce our rights in our proprietary technology, brands or other intellectual property, our competitive advantage, business, financial condition and results of operations could be harmed.”

Furthermore, we use collected customer data to provide customers with the services they have requested. Subject to applicable data protection laws, we also use customer data to carry out identity and age verification checks on prospective customers for marketing purposes, to invite customers to new tournaments or games or to join our loyalty offering, as well as to send merchandise to customers.

~~Regulation~~ 6

We operate in a heavily regulated industry across multiple geographical jurisdictions. The area of legal and regulatory compliance continues to evolve in all of our markets, including as a result of changing political and social norms. As a result, the markets in which we operate are subject to uncertainties arising from differing approaches among jurisdictions, including the determination of where betting and iGaming activities take place and which authorities have jurisdiction over such activities. Compliance with the laws and regulations in place in each jurisdiction is a key risk area for us and is monitored and reported on by our audit committee to the Board.

Our business is subject to extensive regulation under the laws, rules and regulations of the jurisdictions in which we operate. These laws, rules and regulations generally concern the responsibility, financial stability, integrity and character of the owners, managers and persons with material financial interests in the iGaming operations along with the integrity and security of the sports betting and iGaming offering. Violations of laws or regulations in one jurisdiction could result in disciplinary action in that and other jurisdictions.

Table of Contents

Regulation

We operate in a heavily regulated industry across multiple geographical jurisdictions. The area of legal and regulatory compliance continues to evolve in all of our markets, including as a result of changing political and social norms. As a result, the markets in which we operate are subject to uncertainties arising from differing approaches among jurisdictions, including, in particular, the determination of where sports betting and iGaming (collectively “gaming”) activities take place and which authorities have jurisdiction over such activities. Compliance with the laws and regulations in place in each jurisdiction is a key risk area for us and is monitored and reported on by our audit committee to the Board.

Our business is subject to extensive regulation under the laws, rules and regulations of the jurisdictions in which we operate. These laws, rules and regulations generally concern the responsibility, financial stability, integrity and character of the owners, managers and persons with material financial interests in the gaming operations along with the integrity and security of the gaming offering. Violations of laws or regulations in one jurisdiction could result in disciplinary action in that and other jurisdictions.

Gaming laws are generally based upon declarations of public policy designed to protect gaming consumers and the viability and integrity of the gaming industry. Gaming laws also may be designed to protect and maximize country, state and local tax revenues, as well as to enhance economic development and tourism. To accomplish these public policy goals, gaming laws establish stringent procedures to ensure that participants in the gaming industry meet certain standards of character and responsibility. Among other things, gaming laws require gaming industry participants to:

•ensure that unsuitable individuals and organizations have no role in gaming operations;

•establish procedures designed to prevent cheating and fraudulent practices;

•establish and maintain anti-money laundering practices and procedures;

•establish and maintain responsible accounting practices and procedures;

•maintain effective controls over their financial practices, including establishing minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues;

•maintain systems for reliable record keeping;

•file periodic reports with gaming regulators;

•establish programs to promote responsible gaming; and

•enforce minimum age requirements.

We seek to ensure that we obtain gaming licenses necessary to offer our products and services in the jurisdictions in which we operate and/or where we are otherwise required to do so. While we believe that we are in compliance in all material respects with all applicable gaming laws, licenses and regulatory requirements, we cannot be certain that our activities or the activities of our customers will not become the subject of any regulatory or law enforcement, investigation, proceeding or other governmental action or that any such proceeding or action, as the case may be, would not have a material adverse impact on us or our business, financial condition, prospects or results of operations.

The methods and tools we use to permit or restrict access to our ~~online~~gaming ~~betting and iGaming~~ product offerings within a territory are typically mandated or approved by the applicable betting and gaming regulatory authority in each jurisdiction where a Group subsidiary holds a betting and gaming license. In ~~particular~~relevant jurisdictions, we ~~employ~~may ~~the~~implement ~~following~~a ~~methods~~combination ~~and~~of ~~tools~~technical ~~across~~controls, ~~such jurisdictions~~including: (i) IP address blocking, which ~~identifies~~is used to identify the apparent location of ~~the~~a player and ~~blocks~~restrict ~~his~~access ~~or her IP address~~accordingly; ~~and~~ (ii) country-specific ~~blocking~~restrictions based on the ~~residence~~player’s ofdeclared ~~the~~or ~~player.~~verified Inresidence; ~~certain jurisdictions~~and, wewhere ~~also~~required ~~employ~~or appropriate, (iii) geolocation ~~blocking,~~measures ~~which~~that ~~restricts~~limit access based ~~upon~~on ~~the~~a player’s ~~geographical~~physical location, as determined through amultiple ~~series of~~ data points, such as mobile ~~devices~~device information and Wi-FIFi ~~networks.~~network data.

We also work with regulatory and government bodies to ensure our products, including the software and technological infrastructure underlying them, undergo comprehensive testing by such regulatory and government bodies, as well as by independent, industry-leading testing, accreditation and certification organizations (including Gaming Laboratories International and BMM International). The objective of this testing is to certify, among other things, security, regulatory conformity and gaming integrity. We seek to meet or exceed best practices in operations and customer protection with an emphasis on fair and responsible gaming.

Additionally, we support the regulation of iGaming, including licensing and taxation regimes and pooled poker liquidity, which we believe promotes sustainable iGaming markets that are beneficial for consumers, governments and the citizens of the regulating jurisdiction. We strive to work with applicable government authorities and trade associations to develop regulations that we expect would protect consumers, encourage responsible betting and gaming, ensure reasonable levels of taxation, promote regulated gameplay and keep crime and the proceeds of crime out of gaming. We also strive to be among the first licensed operators to obtain betting and gaming licenses and provide iGaming to customers in newly regulated jurisdictions, in each case, to the extent it would be in the furtherance of our business goals and strategy and in compliance with our policies and procedures. 7

Our Licenses

We are licensed or approved to offer our betting and iGaming products (including under third-party betting and gaming licenses) in various jurisdictions worldwide, including in the United States, the United Kingdom, the Republic of Ireland, Australia, Italy and in several other countries. Our gaming licenses generally fall under two categories: (i) jurisdictions where our relevant operating subsidiary has either obtained a local betting and gaming license directly from the local gaming authority or where we offer our product offerings under a third-party betting and gaming license through a third-party relationship on a business-to-business basis and (ii) jurisdictions where our real-money iGaming products are offered pursuant to a “multi-jurisdictional” gaming license instead of a local license.

Table of Contents

~~Flutter~~Additionally, ~~operates~~we insupport ~~multiple~~the ~~jurisdictions~~regulation ~~with~~of ~~various~~gaming, including licensing ~~obligations~~and taxation regimes and ~~cultural~~pooled ~~nuances.~~poker Weliquidity, ~~have~~which ~~taken~~we abelieve ~~principle-based~~promotes ~~approach~~sustainable togaming ~~our~~markets ~~safer~~that ~~gambling~~are ~~strategy~~beneficial ~~(“Play~~for ~~Well”)~~consumers, ~~which~~governments weand ~~launched~~the incitizens ~~March~~of ~~2021~~the regulating jurisdiction. ~~Similar~~We strive to ~~our~~work ~~commercial~~with ~~strategy,~~applicable ~~each~~government ~~division~~authorities ~~has~~and ~~ownership~~trade ofassociations ~~their~~to ~~safer~~develop ~~gambling~~regulations ~~strategy~~that ~~(including~~we ~~policy~~expect would protect consumers, encourage responsible betting and ~~process)~~gaming, ~~that~~ensure ~~aligns~~reasonable ~~with~~levels ~~their~~of ~~regulatory~~taxation, ~~obligations~~promote regulated gameplay and ~~our~~keep ~~Play~~crime ~~Well~~and ~~principles~~the proceeds of crime out of gaming. ~~The~~We ~~Board~~also ~~Risk~~strive ~~and~~to ~~Sustainability~~be ~~Committee~~among ~~holds~~the ~~specific~~first ~~meetings~~licensed ~~dedicated~~operators to ~~safer~~obtain ~~gambling~~betting atand ~~regular~~gaming ~~intervals~~licenses ~~throughout~~and ~~the~~provide ~~year. We~~gaming ~~also~~to ~~have~~customers ain ~~global~~newly ~~Play~~regulated ~~Well~~jurisdictions, ~~working~~in ~~group~~each ~~who~~case, ~~also~~to ~~meet~~the ~~regularly~~extent toit ~~share~~would ~~best~~be ~~practice~~in the furtherance of our business goals and ~~align~~strategy onand ~~key~~in ~~strategic~~compliance ~~topics~~with our policies and procedures.

Our Licenses

We are licensed or approved to offer our betting and/or iGaming products (including under third-party betting and gaming licenses) in various jurisdictions worldwide, including in the United States, Great Britain, the Republic of Ireland, Australia, Italy and in several other countries. Our gaming licenses generally fall under two categories: (i) jurisdictions where our relevant operating subsidiary has either obtained a local betting and gaming license directly from the local gaming authority or where we offer our product offerings under a third-party betting and gaming license through a third-party relationship on a business-to-business basis and (ii) jurisdictions where our real-money iGaming products are offered pursuant to a “multi-jurisdictional” gaming license instead of a local license.

Flutter operates in multiple jurisdictions with various licensing obligations and cultural nuances. We have taken a principle-based approach to our responsible gambling strategy (“Play Well”), which we launched in March 2021. Similar to our commercial strategy, each segment has ownership of their responsible gambling strategy (including policy and process) that aligns with their regulatory obligations and our Play Well principles. The Board Risk and Sustainability Committee holds specific meetings dedicated to responsible gambling at regular intervals throughout the year. We also have a global Play Well working group who also meet regularly to share best practice and align on key strategic topics.

Additionally, global gaming regulations generally require operators to maintain reserves that cover outstanding liabilities. The specific liabilities and permissible forms of reserve vary from jurisdiction-to-jurisdiction state-to-state, but generally require coverage of one or more of player account balances, outstanding open wagers, pending withdrawals, and/or pending iGaming transactions (as applicable). Consistent with these regulatory requirements, the Company maintains cash reserves in segregated bank accounts for each jurisdiction where it operates sports wagering and/or iGaming to comply with the relevant regulatory obligations in respect of player liabilities. These cash reserves are reviewed each business day, and adjusted to reflect updated liabilities.

United States

In the United States, gambling is regulated at both state and federal levels and divided into ~~three~~two primary categories: ~~retail~~that ~~sports~~are ~~betting,~~relevant to us: online sports betting and iGaming. In 2018, the U.S. Supreme Court overturned key gambling legislation, the Professional and Amateur Sports Protection Act (“PASPA”), which prohibited the expansion of sports betting nationwide, following New Jersey’s appeal. A number of states have since moved to legalize and regulate gambling and sports wagering at the state level. As of December 31, ~~2024~~2025, 31 35 states have legalized and regulated ~~retail sports betting, 30 states have legalized and regulated~~ online sports betting and 6 states have legalized and regulated iGaming.

Under some states’ sports betting and iGaming laws, online sports betting and/or iGaming licenses are tethered to a finite number of specifically defined businesses that are deemed eligible for a gaming license, such as land-based casinos, tribes, professional sports franchises and arenas and horse racing tracks, each of which is entitled to a skin or multiple skins under that state’s law. A “skin” permits that license holder to partner with an online operator like FanDuel to offer online sports betting or iGaming services under that entity’s license. As such, the skin provides a market access opportunity for mobile operators to operate in the jurisdiction pending licensure and other required approvals by the state’s regulator. The entities that control those skins, and the numbers of skins available, are typically determined by a state’s sports betting or iGaming law. We currently rely on skins tethered to land-based casinos, tribes, professional sports franchises and arenas and horse racing tracks in order to access a number of markets through a skin. In other markets, we may obtain a license to offer online sports betting and/or iGaming through a direct license offered by the state, which in some cases may be subject to a competitive application process for a limited number of licenses. Our licenses in U.S. states are generally granted for a predetermined period of time (typically ranging from one to four years) or require documents to be supplied on a regular basis in order to maintain them.

The market access partnership agreements that we enter into with each of our partners provide us with a skin that allows us to offer our online sports betting and iGaming products in the state or province where such partner is licensed. We make variable payments to the majority of our market access partners, typically based on a percentage of our revenue generated in the market where we use such market access partner’s skins. Our market access partners include Boyd Gaming Corporation, one of the largest and most experienced gaming companies in the United States. As stated in Boyd Gaming Corporation’s annual report for the year ended December 31, 2024, Boyd Gaming Corporation operates 28 gaming entertainment properties across 10 states. Our partnership with Boyd Gaming Corporation brings together two of the largest and most geographically diversified companies in the U.S. gaming industry and provides us with first skin access (i.e., access to the online sports betting and iGaming market of a given state or province through the use of the first skin granted by a state to a land-based gaming entity with an existing license) for online sports betting in all jurisdictions where Boyd Gaming Corporation holds gaming licenses currently, with the exception of Nevada and California.

Table of Contents

In addition to our gaming operations, we operate in adjacent regulated industries, including prediction markets in the United States. These products are subject to CFTC oversight, National Futures Association (“NFA”) rules, and applicable state regulation.

Sportsbook and iGaming

We operate FanDuel retail sportsbook locations in states that have authorized retail sports wagering in licensed brick-and-mortar facilities and offer our FanDuel iGaming and sportsbook products in states which have authorized iGaming or online sportsbook products, respectively. In both cases, we have obtained and maintain the requisite licenses. Our FanDuel sportsbook currently operates in Arizona, Colorado (online only), Connecticut, Illinois, Indiana, Iowa, Kansas, Kentucky (online only), Louisiana, Maryland, Massachusetts (online only), Michigan, Mississippi (retail only), Missouri (online only), New Jersey, New York, North Carolina (online only), Ohio, Pennsylvania, Tennessee (online only), Vermont (online only), Virginia (online only), Washington (retail only), Washington D.C., West Virginia and Wyoming (online only). We operate FanDuel iGaming in Connecticut, New Jersey, Pennsylvania, Puerto Rico, Michigan, West Virginia and Ontario in Canada. Our PokerStars iGaming product currently operates in Michigan, New Jersey, Pennsylvania and Ontario in Canada. We comply with each state’s requirements for offering our products, including utilizing appropriate procedures and technology to ensure that wagering on our PokerStars iGaming, FanDuel iGaming and FanDuel sportsbook products will only be accessible to eligible persons physically present in a state in which we or one of our subsidiaries is licensed to offer ~~online~~those ~~sportsbook~~ products.

On May 14, 2018, the U.S. Supreme Court issued an opinion determining that PASPA was unconstitutional. PASPA prohibited U.S. states from “authorizing by law” any form of sports betting. In striking down PASPA, the U.S. Supreme Court opened the potential for state-by-state authorization of sports betting. Sports betting in the United States is subject to additional laws, rules and regulations at the state level. Generally, online gambling in the United States is only lawful when specifically permitted under applicable state law. At the federal level, several laws provide federal law enforcement with the authority to enforce and prosecute gambling operations conducted in violation of underlying state gambling laws. These enforcement laws include the Unlawful Internet Gambling Enforcement Act of 2006 (the “UIGEA”), the Illegal Gambling Business Act of 1970 (the “IGBA”) and the Travel Act of 1961 (the “TA”). No violation of the UIGEA, the IGBA or the TA can be found absent a violation of an underlying state law or other federal law. In addition, the Wire Act provides that anyone engaged in the business of betting or wagering who knowingly uses a wire communication facility for the transmission in interstate or foreign commerce of bets or wagers or information assisting in the placing of bets or wagers on any sporting event or contest, or for the transmission of a wire communication which entitles the recipient to receive money or credit as a result of bets or wagers, or for information assisting in the placing of bets or wagers, will be fined or imprisoned, or both. However, the Wire Act notes that it shall not be construed to prevent the transmission in interstate or foreign commerce of information for use in news reporting of sporting events or contests, or for the transmission of information assisting in the placing of bets or wagers on a sporting event or contest from a state or foreign country where betting on that sporting event or contest is legal into a state or foreign country in which such betting is legal. The U.S. Department of Justice has taken differing positions over time as to whether the Wire Act applies beyond sports betting. The U.S. Court of Appeals for the First Circuit ruled in January 2021 that it does not.

Online Horse Racing Wagering

We also operate TVG, which operates two nationally distributed television networks, FanDuel TV and FanDuel Racing, the latter of which is devoted to the sport of horse racing. TVG also operates a state licensed and regulated pari-mutuel advance deposit wagering service under both the TVG and FanDuel Racing brands that facilitates pari-mutuel wagers on horse races from residents of 32 states. Advance deposit wagering (“ADW”) is conducted pursuant to the federal Interstate Horseracing Act of 1978, as amended (the “IHA”), and applicable state laws. TVG and FanDuel Racing’s ADW operation involves the facilitation and acceptance of wagers via the internet, and other electronic means from residents of states where the same is lawful, on the outcome of horse races conducted at racetracks in states where the operation of live racing and off-track pari-mutuel wagering on horse races is lawful. In the U.S., ADW is regulated at the state level by the licensure of ADW operators such as TVG/FanDuel Racing by a designated state agency. These regulatory authorities require ADW operators to submit to a licensing and suitability determination process which generally involves the submission of an application and review by the agency of the ADW operator’s corporate and financial information before permission is granted to operate. TVG/FanDuel Racing maintains the requisite licenses, consents, agreements and approvals to operate its ADW services pursuant to the IHA and applicable state law.

109

Table of Contents

Daily Fantasy Sports

Our FanDuel DFS product offers paid-entry contests in 4443 states and the District of Columbia (and free-to-play contests in all 50 U.S. states and the District of Columbia) based on the laws governing fantasy sports in those individual jurisdictions. These laws fall into two categories: (i) jurisdictions that have enacted explicit laws that declare fantasy sports contests lawful games of skill (and in many cases regulate the operation of fantasy sports businesses) and (ii) jurisdictions in which the existing jurisdictional laws are interpreted in a manner to permit fantasy sports contests as lawful games of skill. At present, 23 states fall into the first category described above, and in two states (West Virginia and Rhode Island), the Attorney General’s office of each state has issued an opinion affirming the legality of paid-entry fantasy sports contests in that state. In the remaining 19 states, we operate based on a legal opinion by outside counsel interpreting the underlying law of the jurisdiction.

Generally, state fantasy sports laws and regulations define paid fantasy sports, establish the rules concerning the application and licensing procedures for gaming operators in the fantasy sports business and regulate practices for paid fantasy sports deemed to be detrimental to the public interest. As part of the licensing process, we must submit, in some jurisdictions, extensive materials on our operations, including our technology and data security, age verification of customers, segregation of account funds and responsible gaming initiatives, and submit third-party audits evidencing our compliance with these requirements.

~~United~~Prediction ~~Kingdom~~Markets ~~and Ireland~~

We offer prediction markets contracts trading in the United ~~Kingdom~~States through our partnership with CME Group, which operates FanDuel Prediction Markets LLC, a futures commission merchant (“FCM”). These contracts allow customers to trade on the outcome of specified events and are regulated under the CEA by the CFTC. As a registered FCM and member of the NFA, FanDuel Prediction Markets LLC is subject to regulatory requirements including capital requirements, supervisory and compliance obligations, reporting, periodic examinations and audits.

~~Online~~International betting and iGaming in Great Britain is regulated by the UK Gambling Act, pursuant to which the regulator, which is the Gambling Commission of Great Britain (“UKGC”), issues licenses, license conditions and codes of practice. According to the UK Gambling Act, a remote operating license is required for the provision of online betting and/or iGaming if at least one piece of remote gambling equipment used in the provision of gambling facilities is placed within Great Britain or if the gambling facilities provided are used or capable of being used there. In addition, the British regulatory regime requires remote gambling operators to source their software from suppliers licensed by the UKGC. We hold online and retail betting and online gaming operating licenses, as well as remote gambling supplier licenses, issued by the UKGC and the services that we offer to our customers in Great Britain are offered pursuant to these licenses.

~~The~~Great UKBritain government conducted a review of the UK Gambling Act, which resulted the UK government publishing a white paper in April 2023 followed by a number of consultations. Two of those consultations have resulted in legislation changes: the implementation of a statutory levy on licensed operator revenue for the research, prevention and treatment of gambling harms with effect from April 2025 and, the introduction of maximum staking limits for online slot gaming products with effect from April 2025. Furthermore, after a period of consultation, on May 1, 2024 the UKGC amended its License Conditions and Codes of Practice to require some operators to participate in a pilot of financial risk assessments from August 30, 2024, until April 2025. The UKGC also added to the License Conditions and Codes of Practice a requirement that financial vulnerability checks take place at £150 net deposits in a rolling 30-day period from February 28, 2025, after an initial higher threshold of £500 net deposits in a rolling 30-day period from August 30, 2024 until February 27, 2025.

~~For~~Online ~~more~~betting ~~information~~and ~~regarding~~iGaming in Great Britain is regulated by the UK Gambling Act, ~~review~~pursuant ~~and~~to ~~its~~which ~~potential~~the ~~impact~~regulator, onwhich ~~our~~is ~~business,~~the ~~see~~Gambling ~~“Item~~Commission ~~1A.~~of ~~Risk~~Great ~~Factors—Risks~~Britain ~~Relating~~(“UKGC”), toissues ~~Regulation~~licenses, ~~Licensing,~~license ~~Litigation~~conditions and ~~Taxation—The~~codes UKof ~~government’s~~practice. ~~ongoing~~According ~~review~~to of the UK Gambling Act, ~~may~~a ~~result~~remote inoperating ~~more~~license ~~onerous~~is ~~regulation~~required offor the provision of online betting and/or ~~gaming~~iGaming ~~industry~~if inat ~~Great~~least ~~Britain,~~one ~~part~~piece of ~~our~~remote ~~second-largest~~gambling ~~market,~~equipment ~~which~~used ~~could~~in ~~have~~the aprovision ~~material~~of ~~adverse~~gambling ~~effect~~facilities onis ~~our~~placed ~~business,~~within ~~financial~~Great ~~condition~~Britain ~~and~~or ~~results~~if ofthe ~~operations”~~gambling ~~and~~facilities ~~“Item~~provided ~~1A.~~are ~~Risk~~used ~~Factors—Risks~~or ~~Relating~~capable toof ~~Regulation,~~being ~~Licensing~~used there. In addition, ~~Litigation~~the ~~and~~British ~~Taxation—Adverse~~regulatory ~~changes~~regime requires remote gambling operators to source their software from suppliers licensed by the ~~regulation~~UKGC. ofWe hold online and retail betting and ~~iGaming~~online gaming operating licenses, oras ~~their~~well ~~interpretation~~as byremote ~~regulators~~gambling supplier licenses, ~~could~~issued ~~have~~by athe ~~material~~UKGC ~~adverse~~and ~~effect~~the onservices that we offer to our customers in Great Britain are offered pursuant to these licenses. Individuals responsible for certain activities at licensed gambling operators (including management and direction of the business, ~~financial~~strategy ~~condition~~ and ~~results~~delivery of gambling operations.”, finance, marketing and commercial development, gambling-related technology and security, compliance, and AML) must hold a personal management license from the UKGC.

11The UK government’s review of the UK Gambling Act, which was published in April 2023 and followed by a number of consultations, has resulted in legislative changes and updated regulation from the UKGC. The changes to legislation include: (1) the implementation of a statutory levy on licensed operator revenue for the research, prevention and treatment of gambling harms, with effect from April 2025; and (2) the introduction of maximum staking limits for online slot gaming products, also with effect from April 2025. The changes to regulation include: (1) modifications to the design and offer of non-slots online gaming products with effect from January 17, 2025; (2) a requirement that financial vulnerability checks be undertaken at £150 net deposits in a rolling 30-day period from February 28, 2025; (3) with effect from May 1, 2025, a requirement that online gambling operators provide customers with options to opt-in to direct marketing on a per product and per channel basis; (4) requirements with effect from October 31, 2025 to prompt customers to set deposit limits and to review their decision whether to set such a limit as well as key financial account information; and (5) restrictions on promotional incentives with effect from January 19, 2026.

Table of Contents

Republic of Ireland

The Irish general regulatory framework is partially regulated by way of the Betting Act, 1931 (the “Irish Betting Act”). The Irish Betting Act was amended in 2015 to include regulation for online bookmaking, which is regulated by the Irish Revenue Commissioners Office. Licenses for online bookmakers are required for operators servicing the Irish market by providing sports betting services. The nominated officers of license applicants must undergo personal licensure and hold a tax clearance certificate in addition to a certificate of personal fitness. With respect to online casino games, these are provided based on an online betting and gaming license which is widely referred to as a “dot.com” or “point of supply” license. These “dot.com” licenses differ in nature to “country” or “point of consumption” licenses, which are territory specific. “Dot.com” licenses enable the supply of online betting and iGaming to other jurisdictions, in accordance with those licenses’ regulations and under the governance of the relevant regulator and regulatory regime, based on the principle of internet legislation that deems the provision of an online product as provided where the operator is established and located. Ireland does not currently have a licensing regime for online casino, online lotteries or other iGaming undertaken on a commercial basis, although the Gambling Regulation Act, 2024 (“Irish Gambling Act”) will provide for the issuing of remote gaming licenses.

In October 2024, the Irish government enacted the Irish Gambling Act, which introduces major reform and consolidation of gambling laws in Ireland, including the creation of a Gambling Regulatory Authority of Ireland (“GRAI”), which will have broad powers to publish further guidance and codes of conduct. The Irish Gambling Act seeks to (1) modernize the licensing system; (2) introduce robust enforcement measures, including suspension and revocation of licenses, financial penalties (up to the greater of 10% of the licensee’s annual turnover or €20,000,000) and imprisonment; and (3) protect vulnerable persons, including children and those experiencing gambling addiction, through prohibiting licensees from accepting credit cards for the purposes of gambling and the creation of National Gambling Exclusion Register and Social Impact Fund. The legislation also introduces stake and win limits for remote gaming licenses issued under the Irish Gambling Act, with €10 stake limits applying to all games and win limits of €3,000 per game (€5,000 per week in the case of bingo). While the legislation has been enacted, it is yet to be formally commenced, and the new licensing framework is not yet in existence. The new licensing framework is expected to be commenced on a phased basis, with the issuing of licenses by the GRAI expected to take place in ~~2025 or~~ 2026. For more information regarding the Irish Gambling Act and its potential impact on our business, see “Item 1A. Risk Factors—Risks Relating to Regulation, Licensing, Litigation and Taxation—Adverse changes to the regulation of online betting, iGaming and ~~iGaming~~adjacent industries, or their interpretation by regulators, could have a material adverse effect on our growth prospects, as well as our business, financial condition and results of operations.”

International

Italy

In Italy, the state reserves authority over public gaming (Art. 1 of Legislative Decree no. 496 of 14 April 1948). Accordingly, operators seeking to carry out gaming activities in Italy must first obtain a concession from the Italian government. We are active in the Italian online and retail betting, lotteries and iGaming market through our brands Betfair, PokerStars, tombola, Snai and Sisal, which, in each case, all hold concessions issued by the Italian Customs and Monopolies Agency.

In recent years, the regulatory framework in Italy has tightened with a ban on online advertising issued in ~~2019~~2018. In August 2023, the Italian government approved the terms of a new 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~~Flutter ~~first~~obtained ~~operational step was the approval of a decree~~ in ~~March~~September ~~2024~~2025 tofive ~~initiate~~licenses ~~the~~for ~~reorganization~~all of the ~~online~~brands ~~sector~~we ~~through~~operate ~~the issuing of a call for tenders~~ in ~~December~~Italy, ~~2024~~which ~~for~~ new ~~online~~concessions ~~gaming~~became ~~licenses,~~effective ~~with~~on ~~bids~~November ~~due by May 30~~13, 2025. ~~There appears to be considerable interest in this tender, with between 40~~ and ~~50 operators expected to apply for these new licenses. These licenses~~ will beremain valid for nine years ~~and will cover all games that are not subject to exclusive licenses, such as online scratch cards~~. ~~The new licenses are scheduled to take effect in the third quarter of 2025. Groups, such as Flutter, can hold a maximum of five licenses.~~ At present, the Company does not expect a significant impact from these regulatory changes, given its reduced dependence on online advertising, its scale advantage and its retail presence in Italy. Additionally, the Lotto tender was published on January 10, 2025, with bids due by March 17, 2025. Italian Lotto is currently managed by Lottoitalia s.r.l. (“Lottoitalia”), a joint venture company among IGT Lottery S.p.A., Italian Gaming Holding a.s. (Allwyn), Arianna 2001 (an entity associated with the Federation of Italian Tobacconists), and Novomatic Italia.

12At the same time, the regulatory authority is currently finalizing the legislative text on the reorganization of the retail gaming sector, thus completing the reform of the Italian regulatory framework on gambling. The text will have to be discussed with local authorities (regions) and then in parliament, and the process should be completed by July. This process will include the launch of tenders for the renewal of concessions for slot machines, retail betting, bingo halls and instant lotteries (scratch cards), involving, among others, the Sisal and Snai brands. These tenders could be launched at the end of 2026/beginning of 2027, with the new concessions expected to start in January 2028.

Australia

The Northern Territory Racing and Wagering Commission (“NTRWC”) is responsible for licensing, regulating and supervising gambling activities authorized under the Racing and Wagering Act 2024 (NT) (“Racing and Wagering Act”), including the conduct of a sports betting business. Holders of sports bookmaker licenses issued by the NTRWC are permitted to provide sports betting services over the internet to customers throughout Australia.

Table of Contents

The NTRWC conducts ongoing suitability and due diligence investigations in relation to its license holders, their shareholders and key management personnel. NTRWC license holders are also required to comply with all relevant Australian state and territory laws as well as applicable federal legislation, including the Anti-Money Laundering and Counter Terrorism Financing Act 2006 (Cth).

Our Australian region holds a renewable sports bookmaker license to conduct sports betting, as issued to Sportsbet Pty Ltd by the NTRWC under the Racing and Wagering Act. This license was renewed in 2025 for 20 years. Other than as described above, our real-money iGaming product offerings are not offered to persons physically located in Australia.

Brazil

The Brazilian Online Gambling Law (No. 13,756 of 2018, as amended by Law No. 14,790 of 2023) set the legal foundation for sports betting and online gambling in Brazil. It requires that operators who provide online gambling services (covering sports betting and casino games) in Brazil obtain an operating license from the Ministry of Finance Secretariat of Betting and Prizes (Secretaria de Prêmios e Apostas, “SPA”). SPA subsequently issued Ordinance No. 827/2024 establishing the licensing process for the regulated market, which went live on January 1, 2025. In Brazil, our Betfair and Betnacional brands are licensed by SPA, each with an individual 5-year renewable license valid until December 31, 2029, enabling us to offer approved online sports betting and casino products in the entire Brazilian national territory. Poker is not explicitly regulated in Brazil.

Spain

The Spanish Gambling Act, which came into effect on May 29, 2011, regulates the Spanish online gambling market and requires that operators that provide gambling services (e.g., betting and iGaming) in Spain obtain an operating license from the Directorate General for the Regulation of Gambling (Dirección General de Ordenación del Juego) (“DGOJ”). In Spain, our PokerStars, Betfair and tombola brands are licensed by the DGOJ, enabling us to offer a number of betting and iGaming products locally.

India

InThe ~~early 2023, the~~ Indian ~~Ministry~~Government ofpassed ~~Electronics~~The Promotion and ~~Information~~Regulation ~~Technology~~of ~~(the~~Online ~~“Ministry”)~~Gaming ~~issued~~Act ~~amendments~~in toAugust ~~the~~2025 IT (~~Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 (~~“the ~~“Rules~~Act”), toessentially ~~regulate~~banning ~~iGaming.~~online ~~iGaming~~money ~~operators~~games ~~are~~in ~~required~~India bywhile ~~the~~promoting ~~Rules~~and toregulating ~~set up self~~e-~~regulatory~~sport ~~bodies~~and ~~(“SRB”)~~social ~~that are to be approved by the Ministry~~games. In India, our Junglee Games brand ~~operates~~operated online money games such as Howzat, Junglee Rummy, Junglee Poker, PokerStars India and Junglee Ludo which ~~come~~came within the ambit of the ~~Rules~~Act. ~~The~~Junglee ~~Rules,~~Games todiscontinued ~~the~~all ~~extent~~its ~~applicable~~online tomoney ~~iGaming~~games effective August 22, ~~have~~2025. ~~not~~Junglee ~~yet~~Games ~~come~~is ~~into~~working ~~force~~to asadapt operations to the ~~Ministry~~changed isregulatory ~~yet~~landscape and continuing to ~~approve~~promote ~~any~~the ~~SRB~~benefits of fully regulated products.

Georgia

The Law of Georgia “On Organizing Lotteries, Games of Chance and Prize Games,” which came into effect on April 19, 2005, regulates the Georgian gambling market and requires that operators organizing online gambling in Georgia obtain permits from the Revenue Service of Georgia (the “LEPL”). In Georgia, our Adjarabet brand is licensed by the LEPL, enabling us to offer betting and iGaming products in Georgia.

Armenia

The laws of the Republic of Armenia “On Gambling, Online Gambling and Casinos” and “On Lotteries,” which came into effect on January 24, 2004, regulate the Armenian gambling and betting market. These laws require that operators organizing online gambling in Armenia obtain operating licenses from the Ministry of ~~Finance of Armenia (the “MoF”)~~Economy. In Armenia, our Adjarabet brand holds respective licenses ~~issued~~that byenable ~~the MoF, enabling~~ us to offer betting and iGaming products locally.

Multi-jurisdictional Licenses

Through certain of our subsidiaries, we hold gambling licenses in Malta and ~~Alderney~~Gibraltar, which are often referred to as “multi-jurisdictional” or “point-of-supply” licenses (as opposed to the local, territory-specific or “point-of-consumption” licenses). These multi-jurisdictional licenses are used by our various subsidiaries to supply our online gambling products to persons located in jurisdictions where we do not possess a local, territory-specific or point-of-consumption gambling ~~licenses~~license.

Where online gambling products hosted on Maltese and/or ~~Alderney~~Gibraltar regulated servers are made available by us for online usage by our customers in other jurisdictions (pursuant to the relevant multi-jurisdictional licenses), it is done based on the principle of e-commerce and internet law that deems the provision of online products to take place where the operator’s server and/or the operator itself is established and located. This principle is widely relied upon by online gambling operators as well as by many other e-commerce businesses.

Accordingly, we rely on the fact that our supply of online gambling product offerings is lawfully licensed or approved within the jurisdiction of origin (i.e., Malta or Alderney in this case) as the rationale for our lawful offer of gambling product offerings to other jurisdictions where either: (i) such other jurisdictions have not established a regulatory and licensing framework for online gambling; (ii) the availability to citizens of online gambling hosted outside their jurisdictional boundaries is not clearly prohibited by the law of the jurisdiction; or (iii) the local laws of such other jurisdiction lack extra-territorial effect, including where local law is contrary to any supra-national law from which we benefit. 12

Where, however, any jurisdiction has enacted local domestic laws that clearly prohibit the availability to citizens of online betting and gaming products hosted abroad, and where it is clear that such local domestic law has extra-territorial application to us, to the extent that the principle of extra-territoriality described above is clearly overridden, we will take technical and administrative measures aimed at preventing persons from the relevant jurisdictions accessing our gambling product offerings.

Set forth below is an overview of certain, but not all, jurisdictions for which we rely on our multi-jurisdictional licenses.

Table of Contents

~~Alderney~~Accordingly, we rely on the fact that our supply of online gambling product offerings is lawfully licensed or approved within the jurisdiction of origin (i.e., Malta or Gibraltar in this case) as the rationale for our lawful offer of gambling product offerings to other jurisdictions where either: (i) such other jurisdictions have not established a regulatory and licensing framework for online gambling; (ii) the availability to citizens of online gambling hosted outside their jurisdictional boundaries is not clearly prohibited by the law of the jurisdiction; or (iii) the local laws of such other jurisdiction lack extra-territorial effect, including where local law is contrary to any supra-national law from which we benefit.

~~The~~Where, ~~Bailiwick~~however, any jurisdiction has enacted local domestic laws that clearly prohibit the availability to citizens of ~~Guernsey~~online ~~includes~~betting ~~Alderney~~and gaming products hosted abroad, ~~which~~and ~~has~~where ~~been~~it ~~recognized~~is asclear athat ~~leading~~such ~~offshore~~local ~~licensing~~domestic ~~jurisdiction~~law ~~for~~has ~~remote~~extra-territorial ~~gambling~~application ~~since~~to ~~2000.~~us, ~~Alderney~~to ~~has~~the ~~its~~extent ~~own~~that ~~government~~the ~~and~~principle ~~legislature~~of extra-territoriality described above is clearly overridden, we will take technical and ~~online~~administrative ~~gambling~~measures inaimed ~~Alderney~~at ispreventing ~~regulated~~persons byfrom the ~~Alderney~~relevant ~~Gambling~~jurisdictions ~~Control~~accessing ~~Commission~~our ~~(“AGCC”)~~gambling product offerings.

Under the Gambling (Alderney) Law 1999, all forms of gambling are unlawful unless conducted in accordance with the terms of an ordinance. Alderney issued an ordinance in 2001 providing that only online gambling (known as eGambling) conducted under a license is lawful.

The state has subsequently refined the regulation of eGambling by adopting various amendments to this ordinance and by issuing the Alderney eGambling Regulations, 2009. The current ordinance regulating online gambling in Alderney is the Alderney eGambling (Amendment) Ordinance, 2021. Various licenses are available in Alderney and are determined by the nature of the services being supplied and the location and set-up of the license-holders’ infrastructure. Remote operators, business-to-business core service providers and key individuals all require a license issued by the AGCC to offer their services from Alderney.

Sky Bet holds Category 1 and Category 2 eGambling licenses, which permit us to host remote gambling equipment in Guernsey and to offer sports betting, virtual sports, bingo, casino games and poker to our online customers based in the Isle of Man, the Channel Islands and, the Republic of Ireland in respect of bingo, casino games and poker. Sky Bet also holds Category 1 and Category 2 Associate Certificates which permit the same activity but cover the remote gambling equipment hosted outside of the Bailiwick of Guernsey.

Malta

Online betting and iGaming are regulated in Malta under the Maltese Gaming Act 2018. Malta does not permit a person to provide or carry out a betting and gaming service or provide a critical betting or gaming supply from Malta or to any person in Malta, or through a Maltese legal entity, except when in possession of a valid license by the Maltese Gambling Authority (“MGA”), which is the primary regulatory body responsible for the governance of all betting and gaming activities in Malta. The Maltese regulatory framework provides for two types of licensing, a business-to-business license and a business-to-consumer license. MGA approval is required for each game type to be offered under the license. The term of these licenses is ten years in each case.

In addition to renewable business-to-business licenses, we also hold renewable business-to-consumer licenses covering sports betting, peer to peer betting exchanges, games of skill (including poker), casino and games.

Under the Maltese Gaming Act, we are required to make monthly compliance contributions that are payable in Malta and are calculated based on our revenue from online betting and iGaming offered through our Maltese gaming licenses. With respect to online betting and iGaming offered under our Maltese gaming licenses to customers in certain other jurisdictions, we also pay applicable gaming duty or VAT in those jurisdictions on some or all of the online betting and iGaming offerings in those jurisdictions.

As Malta is part of the European Union, it is subject to EU law, including the EU principle on the free movement of services. Accordingly, Maltese gaming licenses entitle licensees to provide iGaming services from Malta or to any person in Malta, or through a Maltese legal entity in compliance with an EU member states’ local regulatory regime.

Betfair, Paddy Power, Pokerstars and Sky Bet all hold licences from the MGA.

Other Licenses

PokerStars currently operates on a locally regulated basis in each of Bulgaria, Belgium, Denmark, Estonia, France, Germany, Greece, Italy, ~~Malta,~~ Michigan, New Jersey, Ontario, Pennsylvania, Portugal, Romania, Spain, Sweden, Switzerland and the United Kingdom. Betfair currently operates on a locally regulated basis in each of Denmark, Italy, Malta, Romania, Spain, ~~Sweden~~ and the United Kingdom. MaxBet currently operates in Serbia and through its subsidiaries in Bosnia and Herzegovina, Montenegro and North Macedonia. tombola operates on a locally regulated basis in each of Denmark, Gibraltar, Italy, Spain and Sweden. PokerStars and Betfair also hold technical licenses to supply services in relation to gaming services on a business-to-business basis in each of Romania, ~~Malta~~ and ~~Sweden~~Malta. Additionally, PokerStars holds a technical ~~licenses~~license in ~~Greece~~each ~~and~~of ~~the~~Belgium, ~~Isle~~Greece, ofSweden ~~Man~~and Denmark. Outside of Italy, Sisal also holds lottery concessions in Morocco, ~~Turkey~~ and ~~Tunisia~~Türkiye.

InSky ~~addition,~~Gaming ~~on January 1, 2025, Brazil launched its regulated market for online sports betting~~ and ~~casino.~~tombola Wehold ~~received~~licenses ~~a provisional license~~ from ~~the~~His ~~Ministry~~Majesty's Government of ~~Finance,~~Gibraltar ~~Brazil on December 31, 2024~~ and ~~launched~~are ~~Betfair~~regulated inby ~~Brazil on January 1, 2025. On February 7, 2025, we received a full license from~~ the ~~Ministry~~Gibraltar ofGambling ~~Finance, Brazil~~ Commissioner.

Both Sky Bet / Sky Betting & Gaming and tombola hold licenses from His Majesty's Government of Gibraltar and are regulated by the Gibraltar Gambling Commissioner.

Table of Contents

In every instance where we hold a local license, we strive to utilize appropriate procedures and technology to maintain compliance with the territory’s requirements for offering our products. We also engage on an ongoing basis with local gaming regulators to provide standard regulatory reporting and to respond to ongoing ad hoc queries, as well as to complete prescribed regulatory audit or assurance reviews to evidence compliance.

~~Australia~~ 13

~~The~~Table Northern Territory Racing and Wagering Commission (“NTRWC”) is responsible for licensing, regulating and supervising gambling activities authorized under the Racing and Wagering Act 2024 (NT) (“Racing and Wagering Act”), including the conduct of ~~a sports betting business. Holders of sports bookmaker licenses issued by the NTRWC are permitted to provide sports betting services over the internet to customers throughout Australia.~~Contents

Our Australian division holds a renewable sports bookmaker license to conduct sports betting, as issued to Sportsbet Pty Ltd by the NTRWC under the Racing and Wagering Act. Other than as described above, our real-money iGaming product offerings are not offered to persons physically located in Australia.

Fox Option on Interest in FanDuel Group Parent LLC

In connection with our acquisition of The Stars Group (“TSG”), we and FSG Services LLC (“Fox”) entered into a legally binding term sheet (the “Fox Option Term Sheet”) that, among other things, granted Fox a call option (the “Fox Option”) to acquire from us 18.6% of the then-outstanding investor units (the “Fastball Units”) in FanDuel Group Parent LLC (“FanDuel Parent” and, together with its consolidated subsidiaries, “FanDuel”) that were the subject of a put and call option between us and Fastball Holdings LLC (“Fastball”). As of December 31, ~~2024~~2025, the Fox Option price for the Fastball Units was $4.58 billion. Such price is subject to a 5% annual compounding carrying value adjustment. Fox has until December 2030 to exercise the Fox Option.

15Fastball had certain rights under FanDuel Parent’s Limited Liability Company Agreement (the “FanDuel LLC Agreement”) and a July 2019 Investor Members Agreement among us, FanDuel Parent, Fastball and Boyd Interactive Gaming, L.L.C. (the “Investor Members Agreement”), which provided certain terms for the governance and operations of FanDuel Parent and the rights, obligations and duties of FanDuel Parent’s members. Although it has not been determined what specific rights Fox may receive should Fox exercise (and pay for) the Fox Option and acquire the Fastball Units, the terms of the Investor Members Agreement provided that, so long as Fastball continued to own at least 5% of the outstanding investor units in FanDuel Parent (the “FanDuel LLC Units”), FanDuel could not, without the prior written consent of Fastball: (i) acquire any person, business or line of business if such acquisitions, in the aggregate, require FanDuel Parent to spend more than $75 million in cash; (ii) enter into or consummate one or a series of transactions where FanDuel Parent transfers, exclusively sublicenses or exclusively licenses or otherwise disposes of any assets, to the extent such assets have value, in the aggregate, in excess of $75 million (other than in the ordinary course of business); (iii) issue or incur debt that results in FanDuel Parent having outstanding principal debt obligations in excess of the greater of $75 million and four times FanDuel Parent’s LTM EBITDA (as defined therein); (iv) declare, make or pay any distributions or dividends on FanDuel LLC Units, other than distributions or dividends in an amount such that, following the consummation thereof, FanDuel Parent would have distributed cash dividends on FanDuel LLC Units for any twelve month period no greater than the lesser of (1) 50% of FanDuel Parent’s Free Cash Flows (as defined therein) for the prior 12 consecutive months ending on the last day of the month preceding the date of such distribution or dividend and (2) 50% of FanDuel Parent’s projected Free Cash Flows (as defined in the Investor Members Agreement) for the 12 month period beginning on the last day of the month preceding the date of such distribution or dividend; (v) adopt any amendment to FanDuel Parent’s organizational documents or the FanDuel LLC Agreement; (vi) take or approve any action resulting in FanDuel Parent’s liquidation or dissolution; (vii) authorize, issue or sell FanDuel LLC Units or any other equity interest of FanDuel Parent or any other option, warrant, conversion or similar right with respect to any FanDuel LLC Units or such other equity interest in FanDuel Parent (subject to certain exceptions); (viii) repurchase, redeem or otherwise acquire any FanDuel LLC Units, any other equity interest of FanDuel Parent or any options, warrants, conversion or similar rights with respect to any FanDuel LLC Units or such other equity interests of FanDuel Parent, except in accordance with the terms of the FanDuel LLC Agreement; (ix) enter into any transaction that would result in a Public Offering (as defined in the FanDuel LLC Agreement) or Sale Event (as defined in the FanDuel LLC Agreement), other than a Sale Event in which we and our affiliates sell 100% of our collective equity interests in FanDuel Parent to a purchaser who agrees to be bound by all our obligations under the Investor Members Agreement; (x) take any action which has the primary purpose of, or by its express terms has the effect of, benefitting us and our affiliates and harming Fastball, whether or not in its capacity as a holder of the FanDuel LLC Units; (xi) make any payment out of assets of FanDuel Parent or any of its subsidiaries in respect of any VCP Redemption Debt (as defined in the FanDuel LLC Agreement); or (xii) commit to do any of the things set forth in (i) through (xii) above. In addition, the terms of the Investor Members Agreement provided that so long as Fastball continued to hold any equity interest in FanDuel Parent, FanDuel could not, without the prior written consent of Fastball, cause or permit FanDuel Parent to own or hold any assets other than equity interests of FanDuel Group, Inc., cause or permit FanDuel Parent to own or hold less than 100% of the issued and outstanding equity of FanDuel Group, Inc., cause or permit FanDuel Group, Inc. to make any distributions to FanDuel Parent that could give rise to taxable income to Fastball in excess of its pro rata portion of the FanDuel LLC Units, or take any action or fail to take any actions with respect to tax matters that could reasonably give rise to disproportionately adverse tax consequences to Fastball as compared to us. Fox’s interpretation of its rights in relation to the Fox Option may differ from that of Flutter. See “Item 1A. Risk Factors—Risks Relating to Our Business and Industry—In the event that Fox exercises the Fox Option, we would be required to sell to Fox a significant minority stake in our FanDuel business. If at that point Fox’s consent is required for certain actions we wish to take and we are unable to obtain it, we may not be able to pursue elements of our business strategy.”

Table of Contents

Fastball had certain rights under FanDuel Parent’s Limited Liability Company Agreement (the “FanDuel LLC Agreement”) and a July 2019 Investor Members Agreement among us, FanDuel Parent, Fastball and Boyd Interactive Gaming, L.L.C. (the “Investor Members Agreement”), which provided certain terms for the governance and operations of FanDuel Parent and the rights, obligations and duties of FanDuel Parent’s members. Although it has not been determined what specific rights Fox may receive should Fox exercise (and pay for) the Fox Option and acquire the Fastball Units, the terms of the Investor Members Agreement provided that, so long as Fastball continued to own at least 5% of the outstanding investor units in FanDuel Parent (the “FanDuel LLC Units”), FanDuel could not, without the prior written consent of Fastball: (i) acquire any person, business or line of business if such acquisitions, in the aggregate, require FanDuel Parent to spend more than $75 million in cash; (ii) enter into or consummate one or a series of transactions where FanDuel Parent transfers, exclusively sublicenses or exclusively licenses or otherwise disposes of any assets, to the extent such assets have value, in the aggregate, in excess of $75 million (other than in the ordinary course of business); (iii) issue or incur debt that results in FanDuel Parent having outstanding principal debt obligations in excess of the greater of $75 million and four times FanDuel Parent’s LTM EBITDA (as defined therein); (iv) declare, make or pay any distributions or dividends on FanDuel LLC Units, other than distributions or dividends in an amount such that, following the consummation thereof, FanDuel Parent would have distributed cash dividends on FanDuel LLC Units for any twelve month period no greater than the lesser of (1) 50% of FanDuel Parent’s Free Cash Flows (as defined therein) for the prior 12 consecutive months ending on the last day of the month preceding the date of such distribution or dividend and (2) 50% of FanDuel Parent’s projected Free Cash Flows (as defined in the Investor Members Agreement) for the 12 month period beginning on the last day of the month preceding the date of such distribution or dividend; (v) adopt any amendment to FanDuel Parent’s organizational documents or the FanDuel LLC Agreement; (vi) take or approve any action resulting in FanDuel Parent’s liquidation or dissolution; (vii) authorize, issue or sell FanDuel LLC Units or any other equity interest of FanDuel Parent or any other option, warrant, conversion or similar right with respect to any FanDuel LLC Units or such other equity interest in FanDuel Parent (subject to certain exceptions); (viii) repurchase, redeem or otherwise acquire any FanDuel LLC Units, any other equity interest of FanDuel Parent or any options, warrants, conversion or similar rights with respect to any FanDuel LLC Units or such other equity interests of FanDuel Parent, except in accordance with the terms of the FanDuel LLC Agreement; (ix) enter into any transaction that would result in a Public Offering (as defined in the FanDuel LLC Agreement) or Sale Event (as defined in the FanDuel LLC Agreement), other than a Sale Event in which we and our affiliates sell 100% of our collective equity interests in FanDuel Parent to a purchaser who agrees to be bound by all our obligations under the Investor Members Agreement; (x) take any action which has the primary purpose of, or by its express terms has the effect of, benefitting us and our affiliates and harming Fastball, whether or not in its capacity as a holder of the FanDuel LLC Units; (xi) make any payment out of assets of FanDuel Parent or any of its subsidiaries in respect of any VCP Redemption Debt (as defined in the FanDuel LLC Agreement); or (xii) commit to do any of the things set forth in (i) through (xii) above. In addition, the terms of the Investor Members Agreement provided that so long as Fastball continued to hold any equity interest in FanDuel Parent, FanDuel could not, without the prior written consent of Fastball, cause or permit FanDuel Parent to own or hold any assets other than equity interests of FanDuel Group, Inc., cause or permit FanDuel Parent to own or hold less than 100% of the issued and outstanding equity of FanDuel Group, Inc., cause or permit FanDuel Group, Inc. to make any distributions to FanDuel Parent that could give rise to taxable income to Fastball in excess of its pro rata portion of the FanDuel LLC Units, or take any action or fail to take any actions with respect to tax matters that could reasonably give rise to disproportionately adverse tax consequences to Fastball as compared to us. Fox’s interpretation of its rights in relation to the Fox Option may differ from that of Flutter. See “Item 1A. Risk Factors—Risks Relating to Our Business and Industry—In the event that Fox exercises the Fox Option, we would be required to sell to Fox a significant minority stake in our FanDuel business. If at that point Fox’s consent is required for actions we wish to take and we are unable to obtain it, we may not be able to pursue elements of our business strategy.”

Certain Other Regulatory Considerations

We are also subject to numerous other domestic and foreign laws and regulations. These can take the form of complex and evolving domestic and foreign laws and regulations regarding the internet, privacy, data protection, competition, consumer protection and other matters. Many of these laws and regulations are subject to change and uncertain interpretation and could result in claims, changes to our business practices, monetary penalties, increased operating costs, or declines in customer growth or engagement, or otherwise harm our business.

Table of Contents

Data Protection, Privacy and Digital Services

Because we ~~handle, collect, store, receive, transmit and otherwise~~ process ~~certain~~ personal information ofrelating ~~our~~to customers, employees, suppliers and ~~employees~~job applicants, we are ~~also~~ subject to ~~the laws related to the~~ privacy, ~~protection~~ and ~~hosting of such~~ data ~~that~~protection ~~apply~~laws in ~~various~~the jurisdictions inwhere ~~which~~ we operate and~~/or~~ where our customers are located. ~~Privacy~~These ~~and information protection~~ laws require, ~~among other things,~~ that ~~entities collecting and processing such~~ personal ~~information~~data dobe ~~so in accordance with applicable legal and regulatory conditions. For example~~handled, ~~the General Data Protection Regulation (Regulation (EU) 2016/679) (the “GDPR”) cites as its core principles: (i) lawful~~collected, ~~fair and transparent processing; (ii) processing for specific~~stored, ~~explicit and legitimate purposes; (iii) that personal information be adequate~~transmitted, ~~relevant~~ and ~~limited~~processed ~~to what is necessary for the purposes~~ in ~~hand;~~compliance (iv) that personal information be accurate and kept updated; (v) that personal data be retained for only as long as necessary; and (vi) appropriate security against loss, destruction, damage or theft is implemented. Failure to comply with applicable ~~privacy~~legal and ~~personal information laws can result in~~ regulatory ~~sanctions, fines and, in certain cases, criminal liability~~conditions.

~~Privacy~~Under ~~laws are increasingly prevalent across~~ the ~~world,~~General ~~with~~Data ~~countries~~Protection ~~implementing~~Regulation ~~strict~~(Regulation regulations to protect personal data and safeguard individuals' rights in the digital age. Regarding our operations in Europe, particularly where the personal information being processed relates to residents of (EU) ~~member states, the European Union enacted the GDPR on May 25, 2018, to replace European Union Directive 95~~2016/~~46/EC~~679) ~~as well as~~ (the ~~national implementing legislation in each~~ “EU ~~member state. For example, the United Kingdom has adopted the~~ GDPR”) ~~along with supplementary legislation~~ in ~~the~~Europe ~~form of the Data Protection Act 2018. The GDPR imposes more stringent operational requirements for entities processing personal information~~ and ~~significant~~other ~~penalties~~international ~~for non-compliance. For instance~~laws, ~~the~~organizations ~~GDPR~~must ~~introduces~~adhere ~~two categories of administrative fines depending on the seriousness of the breach that will range from: (a) up~~ to ~~€20~~key ~~million~~principles, orincluding 4%lawful, of worldwide revenues of the preceding year (whichever is higher) for serious infringements; or (b) up to €10 million or 2% of worldwide revenues of the preceding financial year for less serious infringements. With respect to the GDPRfair, weand ~~maintain~~transparent ~~records of our data~~ processing; ~~activities~~purpose ~~and~~limitation; ~~carry out our own risk-based due diligence on entities that act as~~ data ~~processors~~minimization; onaccuracy; ~~our~~storage ~~behalf,~~limitation; and wesecurity ~~have introduced electronic systems and processes that facilitate the deletion~~ of ~~our customers’~~ personal ~~information that is no longer in use~~data. ~~Additionally,~~Failure to ~~help~~comply ~~ensure~~with ~~that~~these ~~personal~~obligations ~~information~~can ~~belonging~~lead to ~~our~~significant ~~customers~~regulatory ~~and~~sanctions, ~~employees~~financial ~~will~~penalties, beand, ~~processed~~ in ~~accordance~~some ~~with the GDPR (as well as any other relevant privacy and data and information protection legislation)~~cases, wecriminal ~~maintain up to date privacy statements together with updated terms and conditions for use of our product offerings on our websites~~liability.

~~Further,~~Privacy laws are increasingly prevalent across the UKworld, ~~GDPR~~with ~~came~~countries ~~into~~implementing ~~effect~~strict onregulations ~~January~~to 1,protect ~~2021,~~personal data and, ~~together~~safeguard ~~with~~individuals' rights in the ~~amended~~digital UKage. ~~Data~~Regarding ~~Protection~~our ~~Act~~operations ~~2018~~in Europe, ~~retains~~particularly where the ~~GDPR~~personal ininformation UKbeing ~~national~~processed ~~law~~relates ~~following~~to ~~the~~residents ~~United~~of ~~Kingdom’s~~EU ~~withdrawal~~member ~~from~~states, the European Union ~~(“Brexit”).~~enacted ~~The~~the UKEU GDPR ~~mirrors~~on ~~the~~May ~~fines~~25, ~~under~~2018, ~~the~~to ~~GDPR~~replace ~~(up~~European toUnion ~~£17.5~~Directive ~~million~~95/46/EC oras 4%well ofas the ~~annual~~national ~~global~~implementing ~~revenues,~~legislation ~~whichever~~in iseach ~~greater)~~EU member state. The ~~relationship~~GDPR ~~between~~introduces ~~the~~two ~~United~~categories ~~Kingdom~~of ~~and~~administrative fines depending on the ~~European~~seriousness ~~Union~~of inthe ~~relation~~breach that will range from: (a) up to ~~certain~~€20 ~~aspects~~million or 4% of ~~data~~worldwide ~~protection~~revenues ~~law~~of ~~remains~~the ~~unclear,~~preceding ~~and~~year it(whichever is ~~unclear~~higher) ~~how~~for UKserious ~~data~~infringements; ~~protection~~or ~~laws~~(b) ~~and~~up ~~regulations~~to ~~will~~€10 ~~develop~~million inor ~~the~~2% ~~longer~~of ~~term.~~worldwide ~~Compliance~~revenues ~~with~~of the ~~GDPR~~preceding ~~and~~financial ~~the~~year UKfor ~~GDPR~~less ~~may~~serious ~~require~~infringements. usThe toUnited ~~modify~~Kingdom ~~our~~UK ~~data~~GDPR ~~processing~~came ~~practices~~into ~~and~~effect ~~policies~~on ~~and~~January ~~incur~~1, ~~compliance-related~~2021, ~~costs~~ and, ~~expenses~~together ~~and~~with ~~these~~the ~~changes~~amended ~~may~~UK ~~lead~~Data toProtection ~~other~~Act ~~additional~~2018, ~~costs~~retains ~~and~~EU ~~increase~~GDPR ~~our~~like ~~overall risk exposure~~standards.

InAdditional ~~the~~global ~~United~~jurisdictions ~~States, since California passed the California Consumer Privacy Act in 2018, 17 additional U.S. states~~ have enacted ~~comprehensive~~similar ~~privacy~~ legislation~~. The result is a complex and onerous patchwork of inconsistent legal obligations~~, ~~with~~regulatory ~~nuances across states in terminology and definitions. It largely remains unclear how these laws will be interpreted and enforced~~requirements, and inrisk-based ~~California,~~approaches ~~certain implementing regulations have yet~~ to beprotecting ~~finalized~~personal data. These ~~laws~~include, ~~may~~but ~~require~~are ~~substantial~~not ~~modifications~~limited to: ~~in-scope~~Italian ~~companies’~~Privacy ~~data~~Code ~~processing~~(Codice ~~practices~~in ~~and~~materia ~~policies,~~di ~~impose~~protezione ~~compliance-related~~dei ~~costs~~dati ~~and~~personali) ~~expenses~~under tothe ~~provide~~EU ~~updated~~GDPR ~~notices~~framework, ~~conduct~~“Data ~~privacy~~Protection ~~impact assessments~~Laws”, ~~and~~Brazil's ~~fulfill~~Lei ~~privacy~~Geral ~~rights~~de ~~requests,~~Proteção ~~and~~de weDados ~~may~~Pessoais be(LGPD), ~~required~~Law toon ~~negotiate~~Protection orof ~~renegotiate~~Personal ~~contractual~~Data ~~obligations~~(Armenia, ~~with~~2015), ~~third-parties.~~Australian ~~Such~~Privacy ~~laws~~Act ~~will restrict processing activities~~1988, ~~likely~~Law ~~limiting~~on ~~our~~Protection ~~ability~~of toPersonal ~~market~~Data to(Bosnia ~~customers~~ and~~/or~~ ~~increasing~~Herzegovina, ~~operational~~2025), and ~~compliance~~applicable ~~costs.~~provincial ~~The~~privacy ~~introduction of new or updated data protection~~ laws ~~or regulations in jurisdictions in which we currently operate~~, ~~including~~Law inof ~~Canada~~Georgia ~~and~~on ~~Brazil,~~Personal ~~may~~Data ~~modify~~Protection ~~our data processing activities and/or increases our operational and compliance costs~~(2023), ~~which~~India’s ~~could~~Digital ~~have~~Personal aData ~~material~~Protection ~~adverse effect on our business~~Act, ~~financial~~2023 ~~condition and results of operations. In addition~~(DPDPA), ~~the~~Law UNo.S. ~~Federal~~09-08 ~~Trade~~on ~~Commission~~Data ~~(the~~Protection ~~“FTC”~~(Morocco), ~~and~~Law ~~many~~on ~~state~~Personal ~~attorneys~~Data ~~general~~Protection ~~are~~(Montenegro, ~~interpreting~~2008, ~~federal~~revised ~~and state consumer protection laws to impose standards for the online collection~~2009, ~~use~~2012, ~~dissemination~~2017, ~~and security of data. Finally~~2024), ~~there~~Law ~~has~~on ~~been~~Personal aData ~~significant~~Protection ~~increase~~(North ~~in privacy litigation related to cookies~~Macedonia, ~~pixels~~2020, ~~and~~revised ~~other~~2021), ~~common~~Law ~~analytics~~on ~~technologies.~~Personal ~~Plaintiffs~~Data ~~claim~~Protection ~~that~~(Serbia, ~~personal~~2018), ~~data~~Swiss isFederal ~~collected~~Act ~~and/or~~on ~~shared~~Data ~~with~~Protection ~~third-parties~~(FADP, ~~without~~revised ~~the~~2023), ~~requisite~~Law ~~user~~on ~~consent under laws such as~~ the ~~California~~Protection ~~Invasion~~ of ~~Privacy~~Personal ~~Act~~Data ~~or the federal Video Privacy Protection Act~~No. ~~Should~~6698 ~~these legal theories succeed in the courts~~(Türkiye), weCanada's ~~could~~federal ~~see~~Personal ~~material~~Information ~~adverse~~Protection ~~effects~~and onElectronic ~~our~~Documents ~~business~~Act or(PIPEDA) ~~financial~~and ~~condition~~the asOntario ~~costs~~Freedom toof ~~defend~~Information and~~/or~~ ~~settle~~Protection ~~litigation~~of ~~increase.~~Privacy Act (FIPPA).

17Other national or sectoral privacy and data protection laws and regulations are also applicable in those jurisdictions. Non-compliance may result in significant financial penalties, operational restrictions, reputational damage, and license revocations across our international operations.

In the United States, since California passed the California Consumer Privacy Act in 2018, numerous additional U.S. states have enacted comprehensive privacy legislation. The result is a complex and onerous patchwork of inconsistent legal obligations, with nuances across states in terminology and definitions. These laws require substantial modifications to in-scope companies’ data processing practices and policies, impose compliance-related costs and expenses to provide updated notices, conduct privacy impact assessments, and fulfill privacy rights requests, and we may be required to negotiate or renegotiate contractual obligations with third parties. Such laws will restrict processing activities, likely limiting our ability to market to customers and/or increasing operational and compliance costs. In the absence of comprehensive federal legislation, there is also an emerging multi-state patchwork of artificial intelligence regulation, which is likely to impose compliance costs on our business and constrain our ability to fully leverage these technologies. In addition, the U.S. Federal Trade Commission (the “FTC”) and many state attorneys general are interpreting federal and state consumer protection laws to impose standards for the online collection, use, dissemination, and security of data. Finally, there has been a significant increase in privacy litigation related to cookies, pixels, and other common analytics technologies. Plaintiffs claim that personal data is collected and/or shared with third parties without the requisite user consent under laws such as the California Invasion of Privacy Act or the federal Video Privacy Protection Act. Should plaintiffs succeed in the courts, we could see material adverse effects on our business or financial condition as costs to defend and/or settle litigation increase.

Table of Contents

InPrivacy ~~addition~~and todigital ~~the~~governance ~~variety of existing~~ laws ~~and~~are ~~regulations~~becoming ~~governing~~increasingly ~~our~~stringent ~~use of personal data~~worldwide, ~~there~~reshaping ~~are~~how aonline ~~wide~~services ~~variety~~operate ofand ~~other~~interact ~~laws~~with ~~that~~users ~~are currently being enacted or under development~~ and which may have a material impact on whether, and how, we can operate our online services in certain jurisdictions. ~~For~~In ~~example~~the European Union, EUa ~~Regulation~~comprehensive ~~2022/2065~~framework of ~~the~~major ~~European~~digital ~~Parliament~~laws ~~and~~imposes ofsignificant ~~the~~compliance ~~Council~~obligations ofbeyond 19traditional ~~October~~data ~~2022~~protection: on(i) aDigital ~~Single~~Services ~~Market~~Act ~~For~~(DSA) ~~Digital~~– ~~Services~~Regulates online platforms, illegal content, and ~~amending~~algorithmic ~~Directive~~transparency; ~~2000/31/EC~~fines up to 6% of global annual turnover, (~~the~~ii) “Digital ~~Services~~Markets Act” (DMA) ~~came~~– ~~into~~Targets ~~full~~gatekeeper ~~effect~~platforms into ~~the~~ensure ~~European~~fair ~~Union~~competition, on(iii) ~~February~~Data ~~17,~~Act ~~2024,~~– ~~resulting~~Establishes inrules ~~changes~~for todata ~~the~~access ~~regulation~~and ofsharing ~~online~~across ~~content~~sectors, ~~that~~(iv) isData ~~deemed~~Governance toAct be(DGA) ~~illegal~~– orEnables ~~harmful.~~secure ~~Fines~~data sharing under ~~the~~strict ~~Digital~~governance, ~~Services~~(v) ~~Act~~NIS2 ~~can~~Directive ~~amount~~– toStrengthens upcybersecurity torequirements 6%for ofessential anand ~~organization’s~~important ~~global~~entities, ~~annual~~(vi) ~~turnover.~~ePrivacy ~~Similarly,~~Directive ~~the~~ (EU’s ~~Artificial~~and ~~Intelligence~~UK) ~~Act~~–Regulates ~~(the~~electronic ~~“AI~~communications ~~Act”)~~and ~~will~~tracking ~~have~~technologies. ~~implications~~(vii) ~~for~~Artificial ~~how~~Intelligence Act (AI ~~technology~~Act) is– ~~used~~Introduces ina ~~our~~risk-based ~~business~~framework ~~and~~for ~~across~~AI ~~the~~systems; ~~industry~~fines ~~generally~~up ~~and~~to ~~may~~€35 ~~increase~~million ~~our~~or ~~overall~~7% ~~risk~~of ~~exposure.~~global ~~Compliance~~annual ~~with~~turnover. ~~the~~These AIlaws ~~Act~~collectively ~~may~~address ~~require~~platform usaccountability, toalgorithmic ~~incur~~transparency, ~~compliance-related~~data ~~costs~~portability, cybersecurity, and ~~expenses~~AI ~~including~~governance, inrequiring ~~respect~~ongoing toinvestment ~~changes~~ in AIcompliance, ~~practices~~governance, ~~policies~~ and ~~procedures~~technology. Similar toinitiatives ~~the~~are ~~Digital~~emerging ~~Services~~globally. ~~Act~~The UK, ~~which~~US, ~~provides~~Canada, ~~for~~Brazil, ~~fines~~Australia, ofand upseveral toAPAC 6%jurisdictions ofare ~~global~~introducing ~~turnover,~~or ~~the~~strengthening ~~top~~laws ~~tier~~on ofdata ~~fines~~protection, ~~that~~AI ~~may~~governance, beand ~~imposed~~cybersecurity. ~~under~~All ~~the~~of AIthese ~~Act~~will ~~can~~have beimplications upfor tohow ~~€35~~Flutter ~~million~~operates, orincluding 7%how ofwe ~~global~~use ~~annual~~AI ~~turnover~~technology in our business.

Any significant changes to applicable laws, regulations, interpretations of laws or regulations, or market practices, regarding privacy, digital services, artificial intelligence and data protection, or regarding the manner in which we seek to comply with applicable laws and regulations, could require us to make modifications to our products, services, policies, procedures, notices, and business practices, including potentially material changes. Such changes could potentially have an adverse impact on our business. See “Item 1A. Risk Factors—Risks Relating to Information Technology Systems and Intellectual Property—The increasing application of, and any significant failure to comply with, applicable data protection, privacy and digital services laws may have a material adverse effect on us.” and “Item 1A. Risk Factors—Risks Relating to Information Technology Systems and Intellectual Property—We use AI, machine learning and similar technologies in our business, which may present business, compliance, and reputational risks.”

Compliance

We have developed and implemented arobust ~~rigorous~~control ~~internal~~frameworks ~~compliance~~designed ~~program~~ to help ensure that we comply with legal and regulatory requirements imposed on us in connection with our sports betting and iGaming activities. Our compliance and risk ~~program~~programs focuses on, among other things, meeting ~~regulatory~~licensing ~~requirements, reducing~~ and ~~managing~~regulatory ~~problematic~~requirements ~~gaming activities and providing tools to assist customers~~ in ~~making~~the ~~educated~~jurisdictions ~~choices~~where ~~related~~our toservices ~~gaming~~are ~~activities~~offered.

We ~~have~~are acommitted ~~zero-tolerance~~to ~~approach~~preventing and mitigating the risk of financial crime including but not limited to, money laundering, terrorist financing, and fraud, ~~collusion~~ and ~~other~~ensuring ~~forms~~that ofcontrols ~~cheating~~ and wepractices ~~work~~are ~~with~~aligned ~~regulators~~to ~~and~~the ~~law~~regulatory ~~enforcement~~requirements ~~globally~~in onthe ~~such~~jurisdictions ~~matters~~where we operate. We believe that we have a robust and extensive set of policies and procedures designed to identify and/or prevent such ~~issues~~risk arising, including, without limitation our (i) anti-money laundering &and countering the financing of terrorism policy; (ii) gifts and hospitality policy; (iii) cyber security policy; (iv) third party financial crime policy standard; (v) sanctions policy; (vi) anti-bribery and corruption policy; (vii) code of ethics; and (viii) whistle-blower policy~~; and (ix) procurement & supplier risk & performance management policy~~. Among other measures, we conduct risk-based customer due diligence, escalate certain matters for further investigation, and routinely monitor customer activity, including identifying the use of potential “proceeds of crime” in gaming. Customer activities that can trigger customer interactions initiated by us include abnormal deposit and cash out patterns, customer-to-customer transfers and game play and prolonged, repetitive and unprofitable gaming. These are all monitored in accordance with local regulations and the guidelines of relevant gaming authorities. We also have a dedicated compliance team that works with our employees and various departments to implement routine business activity monitoring and seeks to ensure that we comply with our regulatory obligations under our betting and gaming licenses, as well as with all other laws and regulations applicable to our business in each jurisdiction where we operate. Additionally, we employ various methods and tools across our operations such as: (i) geolocation blocking, which restricts access based upon the customer’s geographical location determined through a series of data points such as mobile devices and Wi-Fi networks; (ii) age verification to ensure our customers are old enough to participate; (iii) routine monitoring of customer activity; and (iv) risk-based customer due diligence to ensure the funds used by our customers are legitimately derived.

~~While~~We we are ~~firmly~~ committed to ~~full~~complying ~~compliance~~ with ~~all~~ applicable laws and ~~have~~regulations ~~developed appropriate policies and procedures~~ in ~~order to comply with~~ the ~~requirements~~jurisdictions ofwhere ~~the evolving regulatory regimes,~~ we ~~cannot~~operate ~~assure~~and ensuring that our ~~compliance~~processes ~~program~~and ~~will~~controls ~~prevent~~are orregularly ~~detect~~optimized ~~the~~to ~~violation~~meet ~~of one or more laws or regulations, or that a violation by us, a customer or an employee will not result in~~ the ~~imposition~~requirements of aevolving ~~monetary~~regulatory ~~fine~~regimes oralthough ~~suspension~~the oreffectiveness ~~revocation~~ of ~~one~~all orsuch ~~more~~measures ofcannot ~~our~~be ~~licenses~~guaranteed.

Human Capital Management

At Flutter, we are committed to developing our culture as a commercial differentiator – one that attracts and retains talent in order to create a world-class firm built for the long term. Our culture is defined by strong character, deep capabilities, broad domain expertise and a steadfast emphasis on collaboration. These qualities ensure we are best placed to provide unique services to our customers.

Table of Contents

The success of our human capital philosophy is evidenced by the number and quality of hires we have made and the consistent positive feedback we receive through our employee surveys. Reinforcement of the culture we are building comes through engagement with our employees, the reward principles we apply to compensation and promotion decisions and our various talent development initiatives, which continue to evolve as we grow.

As of December 31, 2024, we had 27,345 employees across 27 countries. Our headcount includes both our head office and retail colleagues. The United States comprises 11.4% of our total headcount, UKI comprises 31.6% of our total headcount, International comprises 52.6% of our total headcount and Australia comprises 4.4% of our total headcount. Approximately 7,700 of our employees are part of our technology function, of which approximately 3,900 are focused on software engineering. Employee turnover sits at 20% globally, 11% of which is voluntary. Our relationship with the majority of our employees located in Italy, Brazil and Romania are subject to collective bargaining agreements and a subset of employees in Australia are subject to modern awards, which set out minimum terms and conditions of employment. As of fiscal 2024, 4,727 of our employees are subject to these agreements. In general, the collective bargaining agreements and modern awards include terms that regulate remuneration, minimum salary, salary complements, extra time, benefits, bonuses and partial disability. 16

Table of Contents

As of December 31, 2025, we had 28,518 employees across 27 countries. Our headcount includes both our head office and retail colleagues. The United States comprises 11% of our total headcount,with the remaining 89% of our employees outside the United States. Approximately 7,500 of our employees are part of our technology function, of which approximately 3,500 are focused on software engineering. Employee turnover sits at 22% globally and the voluntary turnover is 11%. Our relationship with the majority of our employees located in Italy, Brazil and Romania are subject to collective bargaining agreements and a subset of employees in Australia are subject to modern awards, which set out minimum terms and conditions of employment. As of fiscal 2025, 6,531 of our employees are subject to these agreements. In general, the collective bargaining agreements and modern awards include terms that regulate remuneration, minimum salary, salary complements, extra time, benefits, bonuses and partial disability.

Our investment in people is principally in support of two of our strategic aims: leveraging the Flutter Edge through talent and sustainability through our Positive Impact Plan. We aim to create a culture that supports inclusivity, where people can be their authentic selves and feel like they belong. We are focused on building a home for the world’s best talent that represent and reflect the communities where we live and work.

Talent

We aim to create an environment where talented colleagues have the opportunity to learn, develop, grow and progress within our business. Our focus is to provide visibility of our key talented colleagues, succession planning and ongoing development. We do this through divisional talent reviews, succession planning focusing on our strategically most important roles and development in support of the skills needed for the future.

Positive Impact Plan

As the global leader in sports betting and gaming, we ~~are~~remain committed to ~~leading~~setting ~~our~~the ~~industry~~standard infor sustainability. Inin ~~2022~~our wesector. ~~launched~~Since launching our Positive Impact Plan, ~~which laid out our ambitions~~ in ~~relation~~2022, towe ~~the~~have ~~sustainability~~continued ~~issues most material~~ to ~~our~~build ~~business.~~on ~~Our~~its ~~Positive Impact Plan has~~ four ~~key~~pillar ~~pillars~~areas ~~focused~~of onfocus ~~our~~— customers, colleagues, community and ~~the planet~~environment. These ~~pillars~~ are ~~underpinned~~supported by ~~our~~strong ~~continued focus on essential~~ foundations ~~such~~in as ethics and compliance, anti-corruption, anti-money laundering asand ~~well as~~ data protection and ~~management~~governance.

We ~~conduct~~regularly ~~materiality assessments to~~ review ~~the~~our sustainability ~~issues~~priorities ~~most~~through ~~material to our business, gaining~~ internal and external ~~views~~engagement. Our ~~first~~initial ~~materiality~~ assessment ~~carried out~~ in 2021 identified ~~our~~the ~~top~~key 15topics ~~issues,~~that ~~which~~informed ~~were~~the ~~mapped~~design ~~out~~of bythe ~~investigating~~Positive ~~the~~Impact ~~actual~~Plan. ~~and~~In ~~potential~~2025, ~~impacts~~we ~~across~~reviewed ~~the~~each ~~business.~~pillar ~~This~~of ~~helped~~our usstrategy, toconcluding ~~shape~~that our ~~Positive~~focus ~~Impact~~and ~~Plan~~approach ~~and~~is still appropriate. We continue to ~~define~~focus on Responsible Gaming under our ~~four~~Play ~~strategic~~Well ~~pillars~~pillar ~~(customers~~as our most central issue—supported by a focus on community, colleagues and environment, ~~community~~while ~~and~~strengthening the ~~planet)~~systems, data, and governance needed to align with emerging global disclosure standards.

In ~~fiscal~~ 2024, we ~~started~~reported ~~preparing~~that towe ~~report~~had ~~against~~undergone a Double Materiality Assessment in preparation for the EU Corporate Sustainability Reporting Directive (“CSRD”). ~~including~~Following ~~updating~~the ~~our~~February ~~materiality~~2025 ~~assessment~~EU ~~under~~Omnibus ~~the~~updates ~~principles~~to ofCSRD ~~“double~~guidance ~~materiality”.~~and Wetimelines, ~~will~~we ~~report~~have ondeferred ~~updated materiality in~~ our ~~next~~Double ~~reporting~~Materiality ~~cycle~~Assessment ~~subject~~ to ~~changes~~2026 ~~proposed by the EU Omnibus package (published on February 26, 2025) which would require us~~ to ~~report~~ensure inour ~~2028~~2027 onCSRD ~~2027~~reporting ~~rather~~fully ~~than~~reflects inthe ~~2026~~revised requirements.

Item 1A. Risk Factors

You should carefully consider the following risks and all of the other information set forth in this Annual Report, including without limitation “Cautionary Statement Regarding Forward-looking Statements,” Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes in Part II, “Item 8. Financial Statements and Supplementary Data.” The following risk factors have been organized by category for ease of use; however, many of the risks may have impacts in more than one category.

Table of Contents

Risks Relating to Our Business and Industry

Economic downturns and ~~political and~~ market conditions beyond our control, ~~including inflation and a reduction in consumer discretionary spending,~~ could adversely affect our business, financial condition and results of operations.

Our financial performance is subject to ~~political~~global ~~and~~ economic conditions, ~~in the global economy~~ and ~~the~~particularly, ~~jurisdictions in which we operate and~~ their impact on levels of spending by our customers, advertisers and ~~business~~ partners. ~~Economic~~Unfavorable economic conditions, including recessions, ~~have~~economic ~~had~~slowdowns, tariffs and ~~may~~trade ~~continue~~disputes, tohigh ~~have~~unemployment, ~~far~~rising ~~reaching~~prices ~~adverse~~or ~~consequences~~the ~~across~~perception ~~many~~by ~~industries~~consumers of weak or weakening economic conditions, ~~including~~may ~~the~~reduce ~~global~~levels of disposable income and participation in entertainment and leisure activities, such as betting ~~and~~or ~~gaming~~iGaming. ~~industries,~~Our ~~which~~business may ~~adversely~~be ~~affect~~particularly ~~our~~sensitive ~~business,~~to ~~financial~~such ~~condition~~changes, and ~~results~~as ofa ~~operations~~result, there can be no assurance that demand for our product offerings will remain consistent.

Additionally, inflation has the potential to adversely affect our business, financial condition and results of operations by increasing our overall cost structure. The recent significant inflationary trends have had an adverse effect on our cost of labor expenditure, as well as other operating expenses. Moreover, our business is particularly sensitive to reductions from time to time in discretionary consumer spending, which is driven by socioeconomic factors beyond our control. Demand for entertainment and leisure activities, including betting and iGaming, can be affected by changes in the economy and consumer tastes, both of which are difficult to predict and beyond our control. Unfavorable changes in general economic conditions, including recessions, economic slowdowns, tariffs and trade disputes, sustained high levels of unemployment and rising prices or the perception by consumers of weak or weakening economic conditions, may reduce our customers’ disposable income or result in fewer individuals engaging in entertainment and leisure activities, such as betting or iGaming. As a result, we cannot ensure that the demand for our product offerings will remain consistent. Adverse developments affecting economies throughout the world, including a general tightening of credit availability, decreased liquidity in certain financial markets, inflation, increased interest rates, foreign exchange fluctuations, tariffs, trade disputes, increased energy costs, acts of war or terrorism, cyber-attacks, transportation disruptions, natural disasters, adverse weather conditions, power loss, declining consumer confidence, sustained high levels of unemployment or significant declines in stock markets, as well as pandemics, epidemics, public health emergencies and the spread of contagious diseases, could lead to a further reduction in discretionary spending on entertainment and leisure activities, such as betting and iGaming, any of which could have a material adverse effect on our business, financial condition and results of operations. 17

Our business is exposed to competitive pressures given the competition in online betting and iGaming.

If we are unable to compete effectively, we may lose existing customers and we may not be able to attract new customers or reactivate churned customers. The online betting and iGaming market is increasingly competitive. This competition takes place on an international level and operators around the world leverage that scale to attract customers to their websites, with the implication that the barriers to a customer switching between competing operators are low. We may be unable to respond quickly or adequately to changes in the industry brought on by new products and technologies, the availability of products on other technology platforms and marketing channels, and the introduction of new features and functionality or new marketing and promotional efforts by our existing competitors or new competitors and new technology. Such competitors may spend more money and time on developing and testing products and services, undertake more extensive marketing campaigns, adopt more aggressive pricing or promotional policies or otherwise develop more commercially successful products or services than ours, any of which could negatively impact our business, financial condition and results of operations. Our competitors may also develop products, features or services that are similar to ours or that achieve greater market acceptance.

We are also subject to the risk of further consolidation in the betting and gaming industry, which might result in the formation of a very large or successful competitor to whom we might lose market share. Other competitors may have significantly greater financial, technical and other resources than us in certain jurisdictions or markets in which we operate and they may be able to secure greater liquidity than us. A loss of market share could have a material adverse effect on our business, financial condition and results of operations. Additionally, in the United States, we face new competition from sports event trading as derivatives products regulated by the Commodity Futures Trading Commission. This new competition purports to be available nationwide and is currently being offered by a growing number of providers. While we believe that we are well positioned to compete with new entrants to the betting and gaming market through our online betting and gaming offerings, the competitive dynamic is evolving and we cannot assure you that our results of operations will not be adversely impacted by the expansion of legalized online gaming and betting.

Table of Contents

WeA ~~may~~deterioration ~~fail~~in global macroeconomic conditions could also adversely affect our business by increasing our overall cost structure and constraining our ability to ~~retain~~invest ~~existing~~in ~~customers~~growth ~~for~~initiatives. For example, recent inflationary pressures have increased our ~~betting~~labor costs and ~~iGaming~~other ~~offerings~~operating orexpenses. ~~add~~Unfavorable ~~new~~economic ~~customers~~conditions ormay ~~customers~~also ~~could~~reduce ~~decrease~~the ~~their~~availability ~~level~~of credit, increase cost of ~~engagement~~credit ~~with~~or adversely affect our ~~betting~~liquidity. ~~and~~If, ~~iGaming~~as ~~offerings~~a result of such conditions, we are unable to secure financing when needed or on commercially acceptable terms, it may materially impair our ability to invest in ~~general~~new products, enhance our platforms or pursue strategic opportunities.

IfAdverse ~~people~~economic doconditions ~~not~~that ~~perceive~~reduce ~~our~~customer ~~betting~~participation ~~and~~or ~~iGaming~~otherwise ~~offerings~~constrain toliquidity ~~be enjoyable, reliable, relevant and trustworthy, we~~ may bealso ~~unable~~materially toreduce ~~attract or retain customers or maintain or increase~~ the ~~frequency~~attractiveness and ~~duration~~competitiveness of ~~their~~our ~~engagement.~~liquidity-dependent Aproducts ~~number~~such ofas ~~other~~Betfair ~~online~~Exchange, ~~betting~~FanDuel’s DFS and ~~iGaming~~prediction ~~companies~~markets ~~that~~and ~~achieved~~PokerStars’ ~~early~~poker ~~popularity~~business, ~~have~~resulting ~~since~~in ~~seen~~lower ~~their active~~ customer ~~bases~~engagement orand ~~levels~~reduced ~~of engagement decline~~revenues.

~~Our strategy is to increase customer engagement and retention~~Additionally, ~~but~~the ~~there~~insolvency isof noany ~~guarantee that we will not experience an erosion~~ of our ~~AMP~~partners, ~~base~~advertisers or ~~engagement~~licensees ~~levels~~could ~~among~~result ~~customers~~ in ~~the~~disrupted ~~future.~~operations ~~Our~~including ~~customer~~by ~~engagement~~delaying ~~patterns~~payments ~~have~~owed ~~changed~~to ~~over time~~us, ~~and~~interrupting ~~customer~~the ~~engagement~~delivery ~~can~~of ~~be difficult to measure~~services, ~~particularly~~or asrequiring ~~customers~~us ~~continue~~ to ~~engage~~identify ~~increasingly~~and ~~via~~contract ~~mobile~~with ~~devices~~replacement ~~and~~partners asor werequire ~~introduce~~our ~~new~~exit ~~and~~from ~~different~~a ~~product~~particular ~~offerings~~market. Any ~~number~~ of ~~factors~~the foregoing could ~~negatively~~have ~~affect~~a ~~customer~~material ~~retention~~adverse effect on our business, ~~growth~~financial condition and ~~engagement,~~results ~~including~~of ~~if:~~operations.

Our business is exposed to competitive pressures arising from competition in online betting and iGaming, as well as from prediction markets, illegal operators and new entrants into the markets in which we operate.

We operate in a highly competitive and rapidly evolving global online betting and iGaming industry, and we expect competitive pressures to continue to intensify. Our competitors include international and well-established local betting and gaming operators as well as new entrants offering adjacent or alternative wagering products. Many of these competitors operate at significant scale enabling them to attract customers to their offerings, have strong brand recognition, and may spend more money and time on developing and testing products and services, undertake more extensive marketing campaigns, adopt more aggressive pricing or promotional policies or otherwise develop more commercially successful products or services than ours. In addition, new competitors, whether licensed or not, may enter the gaming industry, further increasing competitive pressure. Barriers to customers switching between operators are low, which increases the risk that customers may choose competing offerings.

We also face competition from companies with different and emerging business models, regulatory frameworks and cost structures, including prediction markets or other derivatives-based products. In the United States, for example, prediction markets contracts regulated by the Commodity Futures Trading Commission (“CFTC”) are being offered by a growing number of providers. We do not currently offer sports contracts in U.S. states in which we offer our sportsbook product. In those states, other providers may offer sports contracts while being subject to different regulatory requirements, which could place us at a competitive disadvantage. In states where we do offer sports contracts, and for other prediction markets contracts available more broadly, competitors may offer similar products more successfully due to differences in business models, cost structures, regulatory approaches or reduced focus on account management and user safety.

In certain jurisdictions, we also face competition from illegal operators that do not comply with applicable regulatory and licensing requirements, allowing them to avoid compliance costs and restrictions, customer-focused safeguards and payment of gaming taxes. The increasing scale and sophistication of such operations may intensify competition in affected markets, increase regulatory scrutiny on the industry as a whole and put our customers at higher risk of harm.

We may fail to retain existing customers or add new customers, or customers could decrease their level of engagement with our offerings in general.

If people do not perceive our offerings to be enjoyable, reliable, relevant and trustworthy, we may be unable to attract or retain customers or maintain or increase the frequency and duration of their engagement. A number of other online betting and iGaming companies that achieved early popularity have since seen their active customer bases or levels of engagement decline.

Table of Contents

Increasing customer engagement and retention is central to our strategy, but there is no guarantee that we will not experience an erosion of our AMP base or engagement levels among customers in the future. Our customer engagement patterns have changed over time, and customer engagement can be difficult to measure, particularly as we introduce new and different product offerings. Any number of factors could negatively affect customer retention, growth and engagement, including if:

•customers increasingly engage with our competitors’ products or services;

•we fail to introduce, or delay the introduction of, new products or services ~~(whether developed internally, licensed or otherwise obtained or developed in conjunction with third parties)~~ that users find engaging or that work with a variety of operating systems or networks, or if we introduce new ~~products~~ or ~~services,~~modified ~~including using technologies with which we have little or no prior development or operating experience, or changes to our existing~~ products or services, that are not favorably received by customers;

•~~customers have difficulty installing, updating or otherwise accessing~~ our ~~products~~promotional ~~on desktops~~ or ~~mobile~~incentive ~~devices~~strategies asprove aineffective, ~~result~~inefficient ~~of our actions~~ or ~~the~~misaligned ~~actions~~with ofcustomer ~~the third parties we rely on to distribute our products and deliver our services~~needs;

•~~there are decreases in~~ customer sentiment about the quality of our products declines, or concerns related to privacy, safety, security or other factors increase;

•new industry standards are adopted or customers adopt new technologies where our products may be displaced in favor of other products or services, which may ~~not~~face beless ~~featured~~regulation or ~~otherwise~~are ~~available~~unavailable, or may otherwise be rendered obsolete and unmarketable;

•there are adverse changes in our products ~~that are~~ mandated by legislation, regulatory authorities or litigation~~, including settlements~~;

•we do not obtain applicable regulatory or other approvals or renewals of such approvals to offer, directly or indirectly, our products in new or existing jurisdictions;

•customers have difficulty accessing our products, or technical or other problems, such as security breaches, prevent us from delivering our products in a rapid and reliable manner or otherwise affect the customer experience~~, such as security breaches or failure to prevent or limit spam or similar content~~;

•weinitiatives ~~adopt~~designed ~~policies or procedures related~~ to ~~areas~~attract ~~such as customer data~~ and ~~information~~retain ~~that~~customers are ~~perceived negatively by our customers or the general public~~unsuccessful;

•we elect to focus our customer growth and engagement efforts more on longer-term initiatives, or if initiatives designed to attract and retain customers and engagement are unsuccessful or discontinued, whether as a result of our actions or the actions of third parties or otherwise;

•we fail to price our product offerings competitively or provide adequate customer service;

•we or other companies in ~~the~~our ~~online betting and iGaming~~ industry are the subject of adverse media reports or other negative publicity; or

•we fail to effectively anticipate or respond to customers’ continuously changing ~~and dynamic~~ needs, demands and preferences, ~~such~~ as ~~new casino games or poker variants, or innovative types of sports betting or betting related to new or popular sporting events, as~~ well as emerging technological trends, or where our competitors more effectively anticipate or respond to the same.

21If we are unable to maintain or increase our customer base or engagement, or effectively monetize our customer base’s use of our offerings, our revenue may be adversely affected. Any decrease in customer retention, growth or engagement, including player liquidity, could render our products less attractive to customers, which is likely to have a material adverse effect on our business, financial condition and results of operations. If our AMP growth rate slows, we become increasingly dependent on our ability to maintain or increase levels of customer engagement and monetization in order to drive revenue growth. Furthermore, betting and gaming faces competition from other entertainment and leisure activities and there can be no assurance that we will be able to increase or maintain our share of customers’ discretionary spending against such other entertainment and leisure activities.

Our growth prospects may suffer if we are unable to develop successful product offerings or if we fail to pursue additional product offerings or make the right investment decisions in our product offerings and technology.

The industries in which we operate are subject to rapid and frequent changes in standards, technologies, products and services, as well as in customer demands, expectations and regulations. We must continuously make decisions regarding which product offerings and technology we should invest in to meet customer demand in compliance with evolving industry standards and regulatory requirements, and must continually introduce and successfully market new and innovative technologies, product offerings and enhancements to remain competitive. Our ability to engage, retain and increase our customer base and to increase our revenue will depend heavily on our ability to successfully create new product offerings, both independently and together with third parties. We may introduce significant changes to our existing technology and product offerings or develop and introduce new and unproven products and services, with which we have little or no prior development or operating experience or which are subject to new and evolving regulatory frameworks. The process of developing new product offerings and systems is inherently complex and uncertain, and new product offerings may not be well received by customers. If we are unable to develop technology and product offerings that address customers’ needs or enhance and improve our existing technology and product offerings in a timely manner, it could have a material adverse effect on our business, financial condition and results of operations.

Table of Contents

IfIn weaddition, ~~are~~management ~~unable~~may tonot ~~maintain~~properly ascertain or ~~increase~~assess ~~our~~the ~~customer~~risks ~~base~~of ornew ~~engagement~~initiatives, orand ~~effectively~~subsequent ~~monetize~~events ~~our~~may ~~customer~~alter ~~base’s~~the ~~use~~risks ofthat ~~our~~were ~~products~~evaluated at the time we decided to execute any new initiative. Developing and creating additional product offerings, such as our ~~revenue~~prediction ~~may~~markets beoffering, ~~adversely~~can ~~affected~~also divert management’s attention from other business issues and opportunities. ~~Any~~Even ~~decrease~~if inour ~~customer~~new ~~retention~~product offerings attain market acceptance, ~~growth~~those ornew ~~engagement~~product offerings have in certain cases cannibalized, ~~including~~and ~~player~~in ~~liquidity~~the future, could ~~render~~continue to cannibalize, the market share of our ~~products~~existing ~~less~~product ~~attractive~~offerings toor share of our customers’ discretionary spending in a manner that could negatively impact our results of operations. Furthermore, ~~which~~such isexpansion ~~likely~~of toour ~~have~~business aincreases ~~material~~the ~~adverse~~complexity ~~effect~~of our business and places an additional burden on our ~~business~~management, operations, technical systems, regulatory compliance obligations and financial ~~condition~~resources, and ~~results~~we may not recover the often-substantial up-front costs of ~~operations~~developing and marketing new product offerings, or the opportunity cost of diverting management and financial resources away from other potential new product offerings. IfIn ~~our~~the ~~AMP~~event of continued growth ~~rate~~of ~~slows~~our operations and product offerings, weor ~~become~~in ~~increasingly~~the ~~dependent~~number onof our ~~ability~~third toparty ~~maintain~~relationships, orwe ~~increase~~may ~~levels~~not ofhave ~~customer~~adequate ~~engagement~~resources, ~~and~~operationally, ~~monetization~~technologically inor ~~order~~otherwise, to ~~drive~~support ~~revenue~~such growth, and the quality of our technology, product offerings or our relationships with third parties could suffer. ~~Furthermore~~In addition, ~~betting~~failure to effectively identify, pursue and ~~gaming~~execute ~~faces~~new ~~competition~~business ~~from~~initiatives, ~~other~~or ~~entertainment~~to ~~and~~efficiently ~~leisure~~adapt ~~activities~~our processes and ~~there~~infrastructure ~~can~~to bemeet nothe ~~assurance~~needs ~~that~~of weour ~~will~~innovations, beincluding ~~able~~managing risks associated with new products subject to ~~increase~~uncertain, evolving or ~~maintain~~changing regulatory frameworks, such as our ~~share~~prediction ofmarkets ~~customers’~~offering, ~~discretionary~~may ~~spending~~adversely ~~against~~affect ~~such~~our ~~other~~business, ~~entertainment~~financial condition and ~~leisure~~results ~~activities~~of operations.

~~Our~~Any ~~growth~~new ~~prospects~~product offerings may ~~suffer~~also ifrequire weour ~~are~~customers ~~unable~~ to ~~develop~~utilize ~~successful~~new skills, which could create a lag in adoption of new product offerings orand ifnew wecustomer ~~fail~~additions related to ~~pursue~~any ~~additional~~new product offerings. InFurther, ~~addition~~we may develop new product offerings that increase customer engagement and costs without increasing revenue. Additionally, ifnew wecustomer ~~fail~~demands, tosuperior ~~make~~product ~~the~~offerings ~~right~~by ~~investment~~competitors, ~~decisions~~new industry standards or changes in the regulatory environment could render our existing product offerings unattractive, unmarketable or obsolete, and require us to make substantial unanticipated changes to our technology or business model. Our failure to adapt to a rapidly changing market, wenew ~~may~~or ~~not~~changing ~~attract~~regulations ~~and~~or ~~retain~~evolving ~~customers~~customer ~~and~~demands could harm our ~~revenue~~business, financial condition and results of operations ~~may decline~~.

~~The industries in which we operate are subject to rapid and frequent changes in standards, technologies, products and services, as well as in customer demands, expectations and regulations.~~ We ~~must~~may ~~continuously~~experience ~~make~~lower-than-expected ~~decisions~~profitability ~~regarding~~or ~~which~~suffer ~~product~~significant ~~offerings~~losses ~~and~~from ~~technology~~a wefailure ~~should invest in~~ to ~~meet~~determine ~~customer~~accurately ~~demand~~the odds in ~~compliance~~relation ~~with evolving industry standards and regulatory requirements, and must continually introduce and successfully market new and innovative technologies, product offerings and enhancements~~ to ~~remain~~any ~~competitive~~particular ~~and effectively stimulate customer demand~~event, ~~acceptance~~including ~~and~~as ~~engagement.~~a ~~Our~~result ~~ability~~of toerrors ~~engage,~~in ~~retain and increase~~ our ~~customer~~odds-setting base and to increase our revenue will depend heavily on our ability to successfully create new product offerings, both independently and together with third parties. We may introduce significant changes to our existing technology and product offerings or ~~develop~~bet ~~and~~acceptances ~~introduce~~processes ~~new~~ and ~~unproven products and services, with which we have little~~ /or noany ~~prior~~failure ~~development or operating experience. The process~~ of developing new product offerings and systems is inherently complex and uncertain, and new product offerings may not be well received by customers, even if well-reviewed and of high quality. If we are unable to develop technology and product offerings that address customers’ needs or enhance and improve our ~~existing~~sports ~~technology~~risk ~~and~~management ~~product offerings in a timely manner, it could have a material adverse effect on our business, financial condition and results of operations~~processes.

~~Although~~A wesignificant ~~intend~~proportion toof ~~continue investing in~~ our ~~research and development efforts, if new or enhanced product offerings fail to engage our customers or partners, we may fail to attract or retain customers or generate sufficient~~ revenue, ~~operating~~is ~~margin~~derived orfrom ~~other~~fixed-odds ~~value~~betting toproducts ~~justify~~where ~~our~~winnings ~~investments,~~are ~~any~~paid ofon ~~which may seriously harm our business. In addition, management may not properly ascertain or assess~~ the ~~risks~~basis of ~~new initiatives, and subsequent events may alter~~ the ~~risks~~stake ~~that~~placed ~~were evaluated at the time we decided to execute any new initiative. Developing~~ and creating additional product offerings can also divert management’s attention from other business issues and opportunities. Even if our new product offerings attain market acceptance, those new product offerings have in certain cases cannibalized, and in the ~~future,~~odds ~~could continue to cannibalize, the market share of our existing product offerings or share of our customers’ discretionary spending in a manner that could negatively impact our results of operations~~quoted. ~~Furthermore,~~Odds ~~such~~are ~~expansion~~determined ofwith ~~our business increases~~ the ~~complexity~~objective of ~~our~~providing ~~business and places~~ an ~~additional~~average ~~burden~~return onto ~~our~~the ~~management,~~bookmaker ~~operations,~~over ~~technical~~a ~~systems~~large ~~and~~number ~~financial resources, and we may not recover the often-substantial up-front costs~~ of ~~developing~~events and ~~marketing~~are ~~new~~set ~~product~~through ~~offerings,~~a orcombination ~~recover the opportunity cost~~ of ~~diverting~~algorithmic ~~management~~ and ~~financial~~manual ~~resources away from other potential new product offerings. In the event of continued growth of our operations, product offerings or in the number of third~~odds-~~party~~making relationships, we may not have adequate resources, operationally, technologically or otherwise, to support such growth, and the quality of our technology, product offerings or our relationships with third parties could sufferprocesses. ~~In addition~~However, ~~failure~~there tocan ~~effectively~~be ~~identify,~~significant ~~pursue~~variation ~~and~~in ~~execute new business initiatives, or to efficiently adapt~~ our ~~processes~~results ~~and~~event-by-event ~~infrastructure to meet the needs of our innovations, may adversely affect our business, financial condition~~ and ~~results of operations~~day-by-day.

~~Any~~We ~~new~~have ~~product~~systems ~~offerings~~and ~~may~~controls ~~also~~that ~~require~~seek ~~our~~to ~~customers~~reduce tothe ~~utilize~~risk ~~new~~of ~~skills~~daily tolosses ~~use~~but ~~our~~there ~~product~~can ~~offerings.~~be ~~This~~no ~~could~~assurance ~~create~~that these will be effective in reducing our exposure. As a ~~lag~~result, in ~~adoption~~the short term, there is less certainty of ~~new~~generating ~~product~~positive ~~offerings~~results, and ~~new~~we ~~customer~~may ~~additions~~experience ~~related~~(and have from time to ~~any~~time ~~new~~experienced) ~~product~~significant ~~offerings~~losses with respect to individual events or betting outcomes, particularly if large individual bets are placed on an event or betting outcome or series of events or betting outcomes. ~~Further~~In particular, weodds ~~may~~compilers ~~develop~~and ~~new~~risk ~~product~~managers ~~offerings~~are ~~that~~also ~~increase~~capable ~~customer~~of ~~engagement~~human error, and ~~costs~~algorithms ~~without~~and ~~increasing~~data ~~revenue~~feeds may fail or operate as designed but produce incorrect or unintended outcomes. ~~Additionally~~In some cases, weodds offered may ~~make~~constitute ~~bad~~obvious or ~~unprofitable~~“palpable” ~~decisions~~errors ~~regarding~~(such ~~these~~as ~~investments.~~inverted Iflines ~~new~~ or ~~existing~~odds ~~competitors~~that ~~offer~~are ~~more~~materially ~~attractive~~different ~~product~~from ~~offerings~~the true odds of an outcome), wewhether ~~may~~due ~~lose~~to ~~customers~~human error, system limitations or ~~customers~~data ~~may~~issues. ~~decrease~~While ~~their~~it ~~spending~~is ongenerally ~~our~~commonplace ~~products.~~in ~~New~~many ~~customer~~jurisdictions ~~demands,~~for ~~superior~~operators ~~product~~to ~~offerings~~void bybets ~~competitors~~associated with such errors, ~~new~~our ~~industry~~ability ~~standards~~to ordo ~~changes~~so may be subject to regulatory approval and oversight and has been subject to regulatory challenge in the past, particularly in the United States where regulatory ~~environment~~approaches ~~could~~vary ~~render~~by ~~our~~state. ~~existing~~There ~~product~~can ~~offerings~~be ~~unattractive~~no assurance that regulators will permit the voiding of such bets, ~~unmarketable~~or that approval will be granted in a timely manner or ~~obsolete~~at all, which has in the past and may in the future require us to ~~make~~honor ~~substantial~~bets ~~unanticipated~~at ~~changes~~erroneous odds and incur losses. In addition, we may be required to ~~our~~challenge ~~technology~~adverse determinations through administrative or ~~business~~judicial ~~model.~~proceedings, ~~Our~~which ~~failure~~may tonot ~~adapt~~be successful and our decisions to avoid ~~rapidly~~bets ~~changing~~could ~~market~~themselves be challenged in court, ~~new~~where orwe ~~changing~~may ~~regulations~~not orultimately ~~evolving~~prevail. ~~customer~~Any ~~demands~~significant losses resulting from such errors could ~~harm~~have a material adverse effect on our business, financial condition and results of operations.

22Uncertainty as to the legality of online betting and/or iGaming or adverse public sentiment towards online betting and/or iGaming may deter third party suppliers from dealing with us.

The willingness of third party suppliers to provide their services to us may be affected by their own assessment of the legality of their provision of services to us, our business or the broader online betting and iGaming sector and by political or other pressures. Adverse changes in laws, regulations or enforcement policies in any jurisdiction may make the provision of key services to us unlawful or otherwise problematic in such jurisdictions.

Table of Contents

~~Participation~~In inaddition, ~~the~~certain ~~sports~~third ~~betting~~party ~~industry~~service ~~exposes~~providers may be reluctant to provide us with services if they determine that an association with us could result, directly or indirectly, in adverse consequences for their business due to ~~trading~~concerns regarding public, ~~liability~~political, ~~management~~regulatory or market sentiment toward the betting and ~~pricing~~gaming ~~risk~~industry. WeFor ~~may~~example, ~~experience~~there ~~lower-than-expected~~have ~~profitability~~been ~~and~~cases ~~potentially~~of ~~significant~~internet ~~losses~~service asproviders blocking iGaming websites in certain of the European jurisdictions in which we operate without a ~~result~~local, territory or point of consumption license because those jurisdictions do not have such a ~~failure~~licensing toframework ~~determine~~in ~~accurately~~place, ~~the~~and ~~odds~~further instances could potentially reduce our market share of iGaming in ~~relation~~such countries. To the extent that third party suppliers are unwilling or unable to ~~any~~provide ~~particular~~us ~~event~~with services, this may have a material adverse effect on our licenses and~~/or~~ ~~any~~impact ~~failure~~our ofability to generate revenue from offering our ~~sports~~products ~~risk~~and ~~management~~services ~~processes~~to customers, which could have a material adverse effect on our business, financial condition and results of operations.

AOur ~~significant~~business ~~proportion~~depends ofon our ~~revenue~~ability ~~is derived from fixed-odds betting products where winnings are paid on the basis of the stake placed and the odds quoted. Odds are determined with the objective of providing an average return~~ to ~~the~~attract, ~~bookmaker over a large number of events. However~~retain, ~~there~~motivate ~~can be significant variation in our results event-by-event~~ and ~~day-by-day.~~develop Wekey ~~have systems and controls that seek to reduce the risk of daily losses but there can be no assurance that these will be effective in reducing our exposure~~personnel, and, ~~consequently,~~ our ~~exposure~~failure to ~~this~~do ~~risk~~so inor ~~the future. As a result, in the short term, there is less certainty of generating positive results, and we may experience (and we have from time~~ to ~~time~~maintain ~~experienced)~~adequate ~~significant~~succession ~~losses~~planning with respect to individual events or betting outcomes, in particular if large individual bets are placed on an event or betting outcome or series of events or betting outcomes. Odds compilers and risk managers are also capable of human error; thus, even allowing for ~~the~~key ~~fact~~positions that a number of betting products are subject to capped pay-outs, significant volatility can occur. In addition, it is possible that there may be such a high volume of trading during any particular period that even automated systems would be unable to address and eradicate all risks. Any significant losses could ~~have~~materially aadversely ~~material~~affect ~~adverse effect on~~ our business, financial condition and results of operations.

~~The~~Our ~~success~~business ofoperations ~~certain~~and strategic objectives are substantially dependent upon the continued service, expertise, and leadership of our ~~products~~key personnel, including ~~poker~~senior management, ~~exchange~~technical specialists, and ~~daily~~other ~~fantasy~~critical ~~sports~~employees. ~~(“DFS”)~~The loss of services of one or more of our key personnel, ~~depends~~whether ~~upon~~due ~~maintaining~~to ~~liquidity.~~resignation, retirement, disability, death, or other circumstances, could have a material adverse effect on our business, financial conditions and results of operations.

~~Betfair~~Competition ~~Exchange,~~for ~~FanDuel’s~~qualified ~~DFS~~personnel ~~business,~~for ~~PokerStars’~~critical ~~poker~~skill ~~business~~areas ~~and~~is ~~Junglee Games’ rummy business operate with~~intense, and ~~their~~we ~~success~~may isnot ~~dependent~~be ~~on,~~able ~~high~~to ~~levels~~successfully ofattract, ~~liquidity. A significant reduction of this liquidity~~retain, or ~~any~~motivate ~~legislative~~key orpersonnel. ~~regulatory measures taken to ring~~Equity-~~fence~~based ~~that~~awards ~~liquidity,~~comprise ~~could have~~ a ~~material~~key ~~adverse~~component ~~impact on the attractiveness~~ of ~~those~~management ~~products~~compensation, asand ~~well~~if asour ~~eroding~~ordinary ~~their~~share ~~key~~price ~~competitive~~declines ~~strengths.~~or ~~The~~becomes ~~occurrence~~volatile, ofit ~~any~~may ~~event~~be ~~causing~~difficult anto ~~adverse~~retain ~~impact~~or onmotivate ~~the~~such ~~liquidity~~individuals. ~~available~~Our inability to ~~Betfair~~recruit ~~Exchange,~~suitable ~~FanDuel’s~~replacements ~~DFS~~for orkey ~~PokerStars’~~personnel ~~poker business could result~~ in a ~~reduction~~timely inmanner, or the ~~number~~failure ofto ~~customers~~develop ~~who~~adequate ~~are~~succession ~~willing~~plans tofor ~~use~~critical ~~these products and services~~positions, ~~which,~~could ifresult itin ~~were~~significant tooperational ~~arise~~disruptions, toloss aof ~~material~~institutional ~~degree~~knowledge, ~~could~~impaired ~~have~~execution aof ~~material adverse effect on~~ our ~~ability~~business tostrategy, ~~generate~~and ~~revenue~~leadership ~~from~~gaps ~~those~~that ~~businesses.~~could ~~While~~materially weand ~~have~~adversely ~~taken~~affect ~~measures to ensure~~ our ~~liquidity~~competitive position, ~~from time to time~~business, wefinancial ~~cannot assure you that similar measures will provide the required results in the future or effectively mitigate the disruption and cost to our business~~conditions, and ~~that~~results noof ~~further liquidity solutions will be necessary~~operations.

~~Uncertainty~~Furthermore, the integration and training of new personnel require significant time and resources, and there can be no assurance that new hires will perform as expected or contribute to our business objectives in the ~~legality~~anticipated oftimeframe. ~~online~~Any ~~betting~~prolonged ~~and~~inability ~~iGaming~~to fill key positions or ~~adverse~~effectively ~~public~~manage ~~sentiment~~leadership ~~towards~~transitions ~~online~~may ~~betting~~impair our ability to execute our business plan and ~~iGaming~~achieve ~~may~~our ~~deter~~strategic ~~third-party~~objectives, ~~suppliers~~which ~~from~~could ~~dealing~~have ~~with~~a ~~us.~~material adverse effect on our business, financial condition, and results of operations.

The willingness of third-party service providers to provide their services to us may be affected by their own assessment of the legality of their provision of services to us, our business or the broader online betting and iGaming sector and by political or other pressure brought to bear on them. Adverse changes in laws, regulations or enforcement policies in any jurisdiction may make the provision of key services to us unlawful or otherwise problematic in such jurisdictions. To the extent that third-party suppliers are unwilling or unable to provide us with services, this may have a material adverse effect on our licenses and impact our ability to generate revenue from offering our products and services to customers. See “—Risks Relating to Information Technology Systems and Intellectual Property—We depend on third-party providers and other suppliers for a number of products (including data and content) and services that are important to our business. An interruption, cessation or material change of the terms for the provision of an important product or service supplied by any third party could have a material adverse effect on our business, financial condition and results of operations.”

In addition to any legal or regulatory reasons why a third-party service provider may not be willing to provide us with services, certain third-party service providers may be reluctant to provide us with services due to concerns regarding public, political, regulatory or market sentiment toward the betting and gaming industry. Certain third-party service providers may determine that an association with us could result, directly or indirectly, in adverse consequences for their business and so they may be unwilling to provide their services to us and/or prohibit or restrict our customers from using such third-party service provider’s technology, business or services for the purposes of interacting with and/or doing business with us. For example, certain software and/or hardware companies may refuse to make their devices or software compatible with our betting and iGaming applications or other online product offerings to customers and/or they may restrict access to our betting and iGaming applications through such third party’s platforms. There have been cases of internet service providers blocking iGaming websites in certain of the European jurisdictions in which we operate without a local, territory or point of consumption license because those jurisdictions do not have such a licensing framework in place, and further instances could potentially reduce our market share of iGaming in such countries. In addition, banks and/or other payment processors may prohibit or restrict customers’ ability to process payments relating to online betting and iGaming websites or applications on a mandatory basis or at the request of a customer. Should such restrictions and rejections become more prevalent, betting and iGaming activity by our customers or the conversion of registered customers into AMPs could be adversely affected, which in turn could have a material adverse effect on our business, financial condition and results of operations.

Table of Contents

Failure to attract, retain and motivate key employees may adversely affect our ability to compete, and the loss of key personnel could have a material adverse effect on our business, financial condition and results of operations.

We depend on the services of our senior management as well as our key technical, operational, marketing and management personnel. The acquisition and successful retention of senior management and key talent across the Group is critical to our achieving our strategic objectives and to satisfying the needs of our growing organization. The loss of any key persons could have a material adverse effect on our business, financial condition and results of operations. Our success is also highly dependent on our continuing ability to identify, hire, train, motivate and retain highly qualified technical, operational, marketing and management personnel. Competition for such personnel can be intense, and we cannot assure you that we will be able to attract or retain such highly qualified personnel in the future. Equity-based awards comprise a key component of management compensation, and if our ordinary share price declines or becomes volatile, it may be difficult to retain or motivate such individuals. Our potential inability to attract and retain necessary personnel may have a material adverse effect on our business, financial condition and results of operations.

The leadership of our current senior management team has been a critical element of our success. The departure, death or disability of any such members of senior management or other extended or permanent loss of any of their services, or any negative market or industry perception with respect to any of them or their loss, could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to build, maintain and enhance our brands, or if events occur that damage our reputation and brands, our ability to expand our customer base may be impaired and our business and financial results may be harmed.

We believe that our brands have significant value and contribute to the success of our business. We also believe that building, maintaining and enhancing our brands is critical to expanding our customer base and generating revenue. Our ability to build, maintain and enhance our brands depends largely on our ability to continue to successfully provide enjoyable, reliable, trustworthy and innovative products with helpful customer service, as well as our ability to successfully maintain or advance our internal marketing and branding functions and to establish and develop new relationships and build on existing relationships with ambassadors and service providers on which we rely to promote our product offerings. We may introduce new product offerings, programs, terms of service or policies, including those related to loyalty programs, pricing and security, any of which could have an impact on our brands. Similarly, any decisions we make regarding regulatory compliance, intellectual property portfolio management, player privacy, payments and other issues, and any media, legislative or regulatory scrutiny of Flutter, our current or former directors, employees, contractors or vendors, or the online betting and iGaming industry in general, could negatively affect our brands. We operate a multiple-brand strategy in a number of markets and jurisdictions. As a result, certain of our brands will compete with one another and the performance of one brand may impact another in certain markets.

Our brands may also be negatively affected by the actions of customers, employees, contractors or vendors that are deemed to be hostile or inappropriate to other customers, including through the use of certain software to gain an advantage over other customers, or by the use of our product offerings or of companies that provide similar products and services, for illicit, objectionable or illegal ends. In addition, we cannot provide assurance that our current or former directors, officers, employees, ambassadors or service providers will act in a manner that will promote the success of Flutter or its product offerings. Maintaining and enhancing our brands may require us to make or incur substantial investments, costs or fees. If we fail to successfully promote and maintain our brands or if we incur excessive expenses in this effort, it could adversely affect the size, engagement and loyalty of our customer base and result in decreased revenue, which could adversely affect our business, financial condition and results of operations.

~~Our success may be impacted by our ongoing ability to market to our customers in certain jurisdictions.~~ 21

Our acquisition and retention of AMPs depends in certain jurisdictions upon our ability to effectively market to our existing and potential customers, including through affiliate marketing. There are limitations to and, in some cases, prohibitions on the online and offline marketing channels that are available to us as a result of applicable laws and regulations. For example, in Australia, since March 2018, the commonwealth government has upheld bans on gambling advertising during live sports broadcasts (including online streaming of sporting events) between 5:00 am and 8:30 pm. Further restrictions on advertising may come into place following a parliamentary inquiry in 2023 into online gambling and its impacts on those experiencing gambling harm. In Italy, an “advertising ban” entered into force at the beginning of 2019. This included a complete ban on direct and indirect advertising, sponsorship, the use of influencers and all other forms of communications with promotional content relating to games or betting with cash winnings. Other jurisdictions, including, for example, Spain, Ireland and Belgium, are also further restricting advertising in their markets.

Table of Contents

~~Additional~~Our ~~restrictions~~success ~~or the loss of marketing channels that are currently available to us~~ may ~~further~~be ~~restrict~~impacted ~~our~~by ~~ability~~restrictions ~~to attract and maintain AMPs and may have a material adverse effect~~ on our ongoing ability to ~~generate~~market ~~revenue in any jurisdiction implementing such restrictions. See “—Our operational efforts~~ to ~~expand~~ our ~~customer~~customers ~~base~~ in ~~existing~~certain ~~and new geographic markets, particularly with respect to our U~~jurisdictions.S. ~~business, which is critical to our long-term ambitions, including our efforts to cross-sell to existing customers, may not be successful.”~~

WeOur ~~may~~acquisition ~~require~~and ~~additional~~retention ~~capital~~of AMPs in certain jurisdictions depends upon our ability to ~~support~~effectively market to our ~~growth~~existing ~~plans~~and potential customers, ~~and~~including ~~such~~through ~~capital~~affiliate ~~may~~marketing. ~~not~~There beare ~~available~~limitations to and, in some cases, prohibitions on ~~terms~~the ~~acceptable~~online and offline marketing channels that are available to us as a result of applicable laws and regulations in several markets in which we operate, ifincluding atAustralia ~~all~~and Italy. ~~This~~Other ~~could~~jurisdictions, ~~hamper~~including, ~~our~~for ~~growth~~example, Brazil, Spain, Ireland and ~~materially~~Belgium, are also taking actions to further restrict advertising in their markets, including placing limitations on the timing of, and ~~adversely~~the ~~affect~~use ~~our~~of ~~business~~ambassadors for, gambling promotion.

WeAdditional ~~intend~~restrictions toor ~~make~~the ~~significant~~loss ~~investments~~of tomarketing ~~support~~channels ~~our~~that ~~business~~are ~~growth~~currently ~~and~~available ~~may require additional funds~~ to ~~respond to business challenges~~us, including the ~~need~~introduction toof ~~develop~~ new ~~product~~regulatory ~~offerings~~or ~~and~~marketing ~~features~~restrictions orin ~~enhance~~jurisdictions ~~our~~where ~~existing~~such ~~platforms,~~restrictions ~~improve~~did ~~our~~not ~~operating~~previously ~~infrastructure~~apply or ~~acquire~~were ~~complementary~~less ~~businesses~~onerous, ~~personnel and technologies. Accordingly, we~~ may ~~need~~further torestrict ~~engage~~our inability ~~equity or debt financings~~ to ~~secure~~attract ~~additional~~and ~~funds,~~maintain ~~which~~AMPs and may ~~involve~~have ~~increased~~a ~~funding~~material ~~costs~~adverse ~~due~~effect toon ~~rising~~our ~~interest~~ability ~~rates. See “—Financial and Banking Risks Relating~~ to ~~Our~~generate ~~Operations—Our~~revenue ~~strategy~~in ~~could~~any bejurisdiction ~~materially~~implementing ~~adversely~~such ~~affected by our indebtedness~~restrictions.”

~~Our~~We ~~ability~~may toencounter ~~obtain~~difficulties ~~additional~~in ~~capital~~integrating, ifseparating and ~~when~~managing ~~required~~acquisitions, ~~will~~divestitures ~~depend~~or onother ~~our~~strategic ~~business~~transactions ~~plans,~~or ~~investor demand~~alliances, ~~our operating performance, capital markets conditions~~ and ~~other factors. If we raise additional funds by issuing equity~~, ~~equity-linked or debt securities~~therefore, ~~those securities~~ may ~~have~~not ~~rights,~~realize ~~preferences or privileges senior to~~ the ~~rights~~anticipated benefits of ~~our~~such ~~currently issued and outstanding equity or debt, and our existing shareholders may experience dilution~~transactions. If we are unable to obtain additional capital when required or on satisfactory terms, our ability to continue to support our business growth or to respond to business opportunities, challenges or unforeseen circumstances could be materially and adversely affected, and our business may be harmed.

We ~~may~~have ~~engage~~entered into a number of business combinations in recent years, including the acquisitions of (i) NSX Group in May 2025, ~~divestitures~~(ii) orSnaitech S.p.A in April 2025, (iii) Maxbet in January 2024 and (iv) Sisal in August 2022. We regularly evaluate acquisition and other strategic ~~transactions~~transaction opportunities, including partnerships (such as our recent partnership with CME for the provision of prediction markets contracts), joint ventures, mergers, divestitures, investments or strategic alliances, which ~~are~~opportunities ~~subject~~may be material to ~~domestic~~our ~~and~~business. ~~foreign~~Any future transactions may pose regulatory, ~~requirements~~antitrust, integration, tax and other risks, which may ~~encounter~~significantly ~~difficulties~~affect the benefits or anticipated benefits of such transactions and consequently our results of operations. Competition for strategic transactions in ~~integrating~~our industry has escalated during recent years, ~~separating~~and such competition may increase costs of such transactions or cause us to refrain from entering into certain such transactions. Furthermore, any such transactions will require significant management time and ~~managing~~resources and may require the diversion of resources from other activities. There can be no assurance that we will identify or successfully complete transactions with suitable candidates in the future, that we will consummate these ~~businesses~~transactions at rates similar to the past or that completed transactions will be successful. Strategic transactions may involve operational or other changes, significant cash expenditures, debt incurrence, assumed or retained liabilities, operating losses and ~~therefore~~expenses that could have a material adverse effect on our business, financial condition, results of operations and cash flows. Furthermore, we may not realize the ~~anticipated~~degree, or timing, of benefits we anticipate when we first enter into a transaction.

We may enter into acquisitions or other strategic transactions, including partnerships, joint ventures, mergers, investments or strategic alliances, as well as evaluate our portfolio for potential divestitures, if appropriate opportunities become available. Any future transactions may pose regulatory, antitrust, integration, tax and other risks. Any of these factors may significantly affect the benefits or anticipated benefits of such transactions and consequently our results of operations. Competition for strategic transactions in our industry has escalated during recent years, and such competition may increase costs of such transactions or cause us to refrain from entering into certain such transactions. Furthermore, any such transactions will require significant management time and resources and may require the diversion of resources from other activities. There can be no assurance that we will identify or successfully complete transactions with suitable candidates in the future, that we will consummate these transactions at rates similar to the past or that completed transactions will be successful. Strategic transactions may involve operational or other changes, significant cash expenditures, debt incurrence, assumed or retained liabilities, operating losses and expenses that could have a material adverse effect on our business, financial condition, results of operations and cash flows. Furthermore, we may not realize the degree, or timing, of benefits we anticipate when we first enter into a transaction.

We have entered into a number of business combinations in recent years, including the combination with TSG in May 2020, the acquisition of Junglee Games in January 2021, the acquisition of tombola in January 2022, the acquisition of Sisal in August 2022 and the acquisition of MaxBet in January 2024, as well as the planned acquisitions of NSX Group and Snaitech S.p.A., which we expect to complete in 2025. We regularly evaluate acquisition and other strategic transaction opportunities, which opportunities may be material to our business.

We may be unable to manage recent or future acquisitions profitably or to integrate such acquisitions successfully without incurring substantial costs, delays or other problems. The difficulties of combining the operations of acquired businesses and other risks related to strategic transactions include, among others:

•~~difficulties~~integrating ~~in the integration of~~ operations and systems;

•conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures;

•inheriting internal control deficiencies;

•~~difficulties~~assimilating ~~in the assimilation of~~ employees~~, including possible culture conflicts and different opinions on technical decisions and product roadmaps~~;

•~~difficulties in~~ managing the expanded operations of a larger and more complex company;

25•keeping existing customers and obtaining new customers;

~~Table~~•assuming ofliabilities ~~Contents~~and exposure to unforeseen or undisclosed liabilities and exposure to litigation or regulatory, tax or other sanctions, civil or criminal penalties or negative consequences such as license revocation or reputational damage;

•challenges in keeping existing customers and obtaining new customers;

•assumption of the liabilities and exposure to unforeseen or undisclosed liabilities of acquired businesses and exposure to litigation or regulatory, tax or other sanctions, civil or criminal penalties or negative consequences such as license revocation or reputational damage;

•the insufficiency or unavailability of indemnifications received from sellers;

•exposure to new or unfamiliar geographies and/or regulatory regimes;

•~~challenges~~evolving ~~in managing the increased scope, geographic diversity and complexity of our operations~~regulation; and

•in the case of joint ventures and other investments, partnerships or alliances, interests that diverge from those of our partners without the ability to direct the management and operations of the joint venture or investment in the manner we believe most appropriate to achieve the expected value.

Many of these factors will be outside our control and any one of them could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy, which could have a material adverse effect on our business, financial condition and results of operations. 22

InTable ~~addition, any companies or businesses we acquire or invest in may not achieve levels~~ of profitability or revenue that justify the original investment made by us. The occurrence of any such events could have a material adverse effect on our business, financial condition and results of operations. Contents

WeMany ~~may~~of ~~prioritize~~these ~~customer~~factors ~~growth~~will be outside our control and ~~engagement~~any one of them could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy. In addition, any companies or businesses we acquire or invest in may not achieve levels of profitability or revenue that justify the ~~customer~~original ~~experience~~investment ~~over~~made ~~short-term~~by us. The occurrence of any such events could have a material adverse effect on our business, financial condition and results. of operations.

We may ~~in the future make product and investment decisions that may not~~ prioritize ~~our short-term financial results if we believe that such decisions are consistent with our strategy and long-term goals to benefit the aggregate~~ customer ~~experience,~~growth ~~improve our financial performance~~ and ~~maximize~~engagement ~~shareholder value. For example, we have implemented changes to, including certain reductions in, our loyalty programs to ensure that the distribution of rebates, rewards~~ and ~~incentives is aligned with our goal of incentivizing customers for loyalty and behavior that is positive to the overall~~ customer experience ~~and~~over the particular product offering’s ecosystem (such as the introduction of the PokerStars reward scheme), and we have introduced, and may in the future introduce, other changes, such as adjustments to product pricing. We may also introduce changes to existing product offerings, or introduce new product offerings, that direct customers away from existing product offerings where it has a proven means of monetization, which may reduce engagement with our core product offerings. We also may take steps that limit distribution of certain product offerings, such as on mobile devices, in the short -term to attempt to ensure the availability of such product offerings to our customers over the long term. These decisions may not produce the benefits that we expect, in which case our customer growth and engagement, our relationships with third parties, and our business, financial ~~condition and~~ results ~~of operations could be materially adversely affected~~.

~~The~~We ~~success~~may in the future make product and investment decisions that may not prioritize our short-term financial results if we believe that such decisions are consistent with our strategy and long-term goals to benefit the aggregate customer experience, improve our financial performance and maximize shareholder value. For example, we have implemented changes to, including certain reductions in, our loyalty programs to ensure that the distribution of rebates, rewards and incentives is aligned with our goal of incentivizing customers for loyalty and behavior that is positive to the overall customer experience and the particular product offering’s ecosystem, and we have introduced, and may in the future introduce, other changes, such as adjustments to product pricing. We may also introduce changes to existing product offerings, or ~~future~~introduce ~~sports~~new ~~betting~~product ~~and~~offerings, ~~iGaming~~that direct customers away from existing product offerings ~~depends~~where onthey have a ~~variety~~proven means of ~~factors~~monetization, ~~and~~which ismay reduce engagement with our core product offerings. We also may take steps that limit distribution of certain product offerings, such as on mobile devices, in the short term to attempt to ensure the availability of such product offerings to our customers over the long term. These decisions may not ~~completely~~produce ~~controlled~~the bybenefits usthat we expect, in which case our customer growth and engagement, our relationships with third parties, and our business, financial condition and results of operations could be materially adversely affected.

Variability in win rates, the timing of jackpot payouts in our iGaming and the broadcasting and scheduling of major sporting events could materially adversely affect our financial results.

The sports betting and iGaming industries are characterized by an element of chance. Accordingly, we employ theoretical win rates to estimate what a certain type of sports bet or game, on average, will win or lose in the long run. Although each game or sports bet generally performs within a defined statistical range of outcomes, actual outcomes may vary for any given period. In addition to the element of chance, win rates may also be affected by factors that are beyond our control, such as a customer’s experience and behavior, the mix of games played, the financial resources of customers, the volume of bets placed and the amount of time spent engaging with our product offerings. As a result of the variability in these factors, the actual win rates on our games and sports bets may differ from the theoretical win rates we have estimated and could result in the winnings of our iGaming or sportsbook customers exceeding those anticipated. This variability has the potential to adversely affect our business, financial condition and results of operations.

26In our iGaming product offerings, operator losses are limited per stake to a maximum payout. When looking at bets across a period of time, however, these losses can potentially be significant. Our quarterly financial results may also fluctuate based on whether we pay out any jackpots to our iGaming customers during the relevant fiscal quarter. As part of our iGaming product offerings, we may offer progressive jackpot games. Each time a progressive jackpot game is played, a portion of the amount wagered by the customer contributes to the jackpot for that specific game or group of games. Once a jackpot is won, the progressive jackpot is reset with a predetermined base amount. While we maintain a provision for these progressive jackpots in the event we choose to offer them, the cost of the progressive jackpot payout would be a cash outflow for our business in the period in which it is won with a potentially significant adverse effect on our business, financial condition and results of operations. Winning is underpinned by a random mechanism, thus we cannot predict with absolute certainty when a jackpot will be won.

Our Sportsbet offerings are also affected by seasonal and major sporting events, which can result in short-term volatility in betting win margins and user engagement, resulting in volatile revenues. The timing of such events, as well as the cancellation, disruption to, or postponement of, the live broadcasting of sporting events, could have a material adverse effect on our business, financial condition and results of operations.

In addition, the entrance of alternative media licensing and broadcasting organizations into the sport broadcasting industry (e.g., Netflix, Amazon, DAZN Group and YouTube), which may not attract the volume of viewers traditionally attracted by television companies for major sporting events (in particular free-to-air broadcasters such as the BBC, NBC, ABC, CBS and FOX), has the potential to negatively impact the number of customers who have access to live sporting events, thereby impacting the number of customers accessing our betting services and products.

Table of Contents

~~In our iGaming product offerings, operator losses are limited per stake to a maximum payout. When looking at bets across a period of time, however, these losses can potentially be significant.~~ Our ~~quarterly~~operational ~~financial~~efforts ~~results may also fluctuate based on whether we pay out any jackpots~~ to ~~our~~expand ~~iGaming customers during the relevant fiscal quarter. As part of~~ our ~~iGaming product offerings, we may offer progressive jackpot games. Each time a progressive jackpot game is played, a portion of the amount wagered by the~~ customer ~~is contributed to the jackpot for that specific game or group of games. Once a jackpot is won, the progressive jackpot is reset with a predetermined~~ base ~~amount. While we maintain a provision for these progressive jackpots~~ in ~~the~~existing ~~event~~and wenew ~~choose~~geographic ~~to offer them~~markets, ~~the~~particularly ~~cost of the progressive jackpot payout would be a cash outflow for our business in the period in which it is won~~ with arespect ~~potentially~~to ~~significant adverse effect on~~ our ~~business, financial condition and results of operations~~U.S. ~~Winning is underpinned by a random mechanism~~business, ~~thus~~including ~~we cannot predict with absolute certainty when a jackpot will be won. Our success also depends in part on~~ our ~~ability~~efforts to ~~anticipate~~cross-sell ~~and satisfy customer preferences in a timely manner. As we will operate in a dynamic environment characterized by rapidly changing industry and legal standards, our products will be subject~~ to ~~changing consumer preferences that cannot be predicted with certainty. We will need to continually introduce new product offerings and identify future product offerings that complement our~~ existing ~~platforms~~customers, ~~respond to our customers’ needs and improve and enhance our existing platforms to maintain or increase our customer engagement and growth of our business. We~~ may not be ~~able to compete effectively unless our product selection keeps up with trends in the digital sports entertainment, betting and iGaming industries in which we compete~~successful.

~~Our~~As ~~operational~~a ~~efforts~~result of social, political and legal differences between jurisdictions, successful marketing in a new jurisdiction, particularly in new U.S. states we hope to further expand into, will often involve local adaptations to our ~~customer~~overall ~~base~~marketing strategy. While we have been successful in ~~existing~~entering ~~and~~new geographic markets to date, future entry into new geographic markets may not be successful. Our marketing strategy in new geographic markets may not be well received, ~~particularly~~and ~~with~~we ~~respect~~may be unable to ~~our~~deal Usuccessfully with a new and different local operating environment.S. ~~business~~We may also be unable, ~~which~~for istechnological ~~critical~~or other reasons, to ~~our~~design ~~long-term~~and ~~ambitions,~~deliver ~~including~~the correct marketing strategy in our ~~efforts~~key markets to enable us to cross-sell towithin ~~existing~~and ~~customers,~~across ~~may~~our ~~not be successful~~brands.

AsIn ~~a result of social~~addition, ~~political~~as ~~and~~discussed ~~legal differences between jurisdictions, successful marketing~~ in amore ~~new~~detail ~~jurisdiction, particularly~~ in ~~new~~the ~~U.S.~~risk ~~states~~factor weentitled ~~hope~~“—Risks Relating to ~~further~~Regulation, ~~expand into~~Licensing, ~~will~~Litigation ~~often~~and ~~involve~~Taxation—The ~~local~~successful ~~adaptations~~execution toof our ~~overall~~growth ~~marketing~~ strategy., ~~While~~particularly wewith ~~have~~respect ~~been~~to ~~successful~~our inU.S. ~~entering new geographic markets to date~~business, ~~future~~depends ~~entry~~on ~~into~~our ~~new~~ability ~~geographic~~to ~~markets~~expand ~~may~~our ~~not~~provision beof ~~successful.~~online Inbetting ~~particular,~~and ~~our~~iGaming ~~marketing~~services ~~strategy~~into in new ~~geographic~~and ~~markets~~existing ~~may~~jurisdictions ~~not~~and bemarkets ~~well~~where ~~received~~the byregulatory ~~target~~status ~~customers~~of orthe ~~may~~provision ~~not~~of ~~otherwise~~such beservices ~~socially~~has ~~acceptable~~been inclarified ~~that~~or ~~jurisdiction~~liberalized.” Webelow, ~~may~~our beability ~~unable~~ to ~~deal~~expand ~~successfully~~our ~~with~~customer abase in new ~~and~~geographic ~~different~~markets ~~local operating environment. We~~ may also be ~~unable,~~impacted ~~for~~by ~~technological~~adverse orregulatory ~~other~~developments ~~reasons, to design and deliver the correct marketing strategy~~ in ~~our~~those ~~key~~ markets ~~to enable us to cross-sell within and across our brands~~.

InWe ~~addition,~~are assubject ~~discussed in more detail in the risk factor entitled “—Risks Relating~~ to ~~Regulation,~~risks ~~Licensing,~~related ~~Litigation and Taxation—The successful execution of our growth strategy, particularly with respect~~ to our ~~U.S.~~contractual ~~business, which is critical to our long-term ambitions, will depend on successfully expanding our provision of online betting~~ and ~~iGaming~~strategic ~~services~~relationships ~~into~~with ~~certain~~third new and existing jurisdictions and markets where the regulatory status of the provision of such services has been clarified or liberalized” below, our ability to expand our customer base in new geographic markets may also be impacted by adverse regulatory developments in those marketsparties.

We ~~are~~rely ~~subject~~on relationships with sports leagues and teams, media partners, casinos, affiliates, high-profile talent, horse racing tracks and other third parties in order to ~~risks~~obtain ~~related~~certain licenses, to access certain markets, to promote our ~~contractual~~brands and our product offerings and to attract customers to our product offerings. These strategic relationships, along with ~~third~~our ~~parties.~~relationships ~~Events~~with ~~impacting~~providers ~~those~~of ~~relationships~~online orservices, ~~agreements~~search ~~could~~engines, ~~materially~~social media, directories and ~~adversely~~other ~~affect~~websites ~~our~~and ~~business~~e-commerce businesses, ~~financial~~help ~~condition~~drive ~~and~~consumers ~~results~~to ofour ~~operations~~technology and products.

We rely on relationships with sports leagues and teams, media partners, casinos, affiliates, high-profile talent, horse racing tracks and other third parties in order to obtain certain licenses, to access certain markets, to promote our brands and our product offerings and to attract customers to our product offerings. These strategic relationships, along with our relationships with providers of online services, search engines, social media, directories and other websites and e-commerce businesses, help drive consumers to our technology and products. For example, we have an ongoing commercial relationship with Sky, which allows us to use the Sky brand ~~(e.g., Sky Betting~~ and ~~Gaming) and~~ to integrate with Sky’s commercial and advertising platforms pursuant to contractual agreements. ~~Certain of the rights granted under these agreements allow us to use Sky Betting and Gaming brands on websites, applications, marketing and promotional materials which also feature our other brands.~~ If customer perception of the Sky brand were to deteriorate ~~(as a result of acts or omissions by Sky~~, or ~~us, including any acts or omissions which result in a material deterioration in Sky’s reputation), or~~ if Sky was to lose some or all of its material licensing arrangements with respect to sports broadcasting, our ability to attract or retain customers through our Sky Betting and Gaming brand could be negatively impacted, resulting in a consequent loss of revenue ~~and diminishing the value of our arrangements with Sky~~. Additionally, Sky may terminate the license if we do not comply with the license terms or our contractual arrangements may terminate under certain conditions. Any expiration or termination of our Sky brand license could have a material adverse effect on our ability to generate revenue from the businesses of Sky Betting and Gaming, as well as harm ~~or cause loss of~~ our reputation, brand and associated rights.

27Additionally, FanDuel has a strategic partnership with Boyd Gaming Corporation, one of the largest and most experienced gaming companies in the United States. This partnership provides FanDuel with first skin access (i.e., access to the online sports betting or iGaming market of a given state through the use of the first skin granted by a state to a land-based gaming entity with an existing license) for online sports betting in Indiana, Iowa, Kansas, Louisiana, Mississippi, and Pennsylvania. Any failure to maintain and manage this relationship could negatively impact our results of operations.

~~Table~~Furthermore, many of ~~Contents~~the parties with whom we have advertising arrangements provide advertising services to other companies, including our competitors. While we believe there are other third parties that could drive customers to our product offerings, adding or transitioning to them may disrupt our business and increase our costs. In the event that any of our existing or future relationships fails to provide services to us in accordance with the terms of our arrangement, or at all, and we are not able to find suitable alternatives, this could impact our ability to attract and consumers in a cost-effective manner and adversely affect our business, financial condition and results of operations.

~~FanDuel~~In ~~has a strategic partnership with Boyd Gaming Corporation, one of~~ the ~~largest~~event ~~and~~that ~~most~~Fox ~~experienced~~exercises ~~gaming companies in~~ the ~~United~~Fox ~~States.~~Option, ~~This~~we ~~partnership~~would ~~provides~~be ~~FanDuel~~required ~~with~~to ~~first~~sell ~~skin access (i.e., access~~ to ~~the~~Fox ~~online sports betting and iGaming market of~~ a ~~given~~significant ~~state~~minority orstake ~~province through the use of the first skin granted by a state to a land-based gaming entity with an existing license) for online sports betting~~ in ~~all~~our ~~jurisdictions~~FanDuel ~~where Boyd Gaming Corporation holds gaming licenses currently, with the exception of Nevada and California~~business. AIf ~~“skin”~~at ~~permits a license holder to partner with an online operator to offer online sports betting or iGaming services under~~ that ~~entity~~point Fox’s ~~license.~~consent ~~Any~~is ~~failure~~required tofor ~~maintain~~certain ~~and~~actions ~~manage~~we ~~this~~wish ~~relationship could negatively impact our results of operations. See “—Risks Relating~~ to ~~Regulation,~~take ~~Licensing, Litigation~~ and ~~Taxation—The~~we ~~successful~~are ~~execution~~unable ofto ~~our~~obtain ~~growth strategy~~it, ~~particularly~~we ~~with~~may ~~respect~~not tobe ~~our~~able ~~U.S. business, which is critical~~ to ~~our~~pursue ~~long-term~~elements ~~ambitions,~~of ~~will depend on successfully expanding~~ our ~~provision~~business ~~of online betting and iGaming services into certain new and existing jurisdictions and markets where the regulatory status of the provision of such services has been clarified or liberalized~~strategy.”

Furthermore, many of the parties with whom we have advertising arrangements provide advertising services to other companies, including other betting, fantasy sports and iGaming product offerings with whom we compete. While we believe there are other third parties that could drive customers to our product offerings, adding or transitioning to them may disrupt our business and increase our costs. In the event that any of our existing relationships or our future relationships fails to provide services to us in accordance with the terms of our arrangement, or at all, and we are not able to find suitable alternatives, this could impact our ability to attract and consumers in a cost-effective manner and adversely affect our business, financial condition and results of operations.

In the event that Fox exercises the Fox Option, we would be required to sell to Fox a significant minority stake in our FanDuel business. If at that point Fox’s consent is required for actions we wish to take and we are unable to obtain it, we may not be able to pursue elements of our business strategy.

In connection with our acquisition of TSG, we and Fox entered into the Fox Option Term Sheet that, among other things, granted Fox the Fox Option to acquire from us the Fastball Units in FanDuel Parent that were the subject of a put and call option between us and Fastball. In the event that Fox exercises the Fox Option, we could be required to sell a significant minority stake in our FanDuel operations.

Table of Contents

Fastball had certain rights under the FanDuel LLC Agreement and the Investor Members Agreement, which provided certain terms for the governance and operations of FanDuel Parent and rights, obligations and duties of FanDuel Parent’s members including the rights to require FanDuel to obtain Fastball’s written consent prior to taking certain actions, such as amending FanDuel Parent’s organizational documents or the Investor Members Agreement, issuing or incurring debt in excess of $75 million, acquiring, disposing or exclusively licensing businesses or assets to the extent that such assets have a value (in the aggregate) of more than $75 million and declaring dividends or making distributions (subject to certain exceptions), among others. Although it has not been determined what specific rights Fox may receive should Fox exercise (and pay for) the Fox Option and acquire the Fastball Units, in the event that Fox exercises its option and becomes a minority unitholder, if Fox’s consent is required for actions we wish to take and we are unable to obtain it, we may not be able to pursue elements of our business strategy.

Fox may also assert that it has additional rights under the Fox Option Term Sheet, although we may dispute such assertions. For example, Fox has initiated arbitration proceedings in the past relating to the Fox Option Term Sheet objecting to proposed actions by Flutter with respect to the FanDuel business and could do so again in the future. Any assertion by Fox of additional rights under the Fox Option Term Sheet may result in additional disputes and interfere with our pursuit of elements of our business strategy, which could have a material adverse effect on our business, financial condition and results of operations.

~~See~~Geopolitical ~~“Item~~events ~~1. Business—Fox Option on Interest in FanDuel Group Parent LLC” for more information on the Fox Option. See also “—Risks Relating to Regulation, Licensing Litigation~~ and ~~Taxation—We~~political ~~are~~developments ~~subject to litigation, and adverse outcomes in such litigation~~ could ~~have~~adversely aaffect ~~material adverse effect on~~ our business, financial condition and results of operations.”

Our results of operations are influenced by geopolitical events. Instability and uncertainties arising from the global geopolitical environment, including as a result of political developments, changes in government leadership or policy priorities, military action, conflicts, terrorist attacks, and the potential for changes in global trade policies, including sanctions and trade barriers, could impair our global operations and adversely affect our business, financial condition and results of operations.

For example, the ongoing Russia-Ukraine conflict has led to, and could continue to lead to, significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, currency volatility, supply chain interruptions, political and social instability, changes in customer preferences and discretionary spending and increases in cyberattacks and espionage. As a result of the conflict, we ceased our operations in Russia and in Ukrainian territories subject to international sanctions. Geopolitical instability arising from geopolitical events may also contribute to heightened uncertainty, regional instability and broader security risks, which may in turn impact our ability to operate in such jurisdictions.

In addition, changes in political leadership, public policy or societal attitudes may result in less favorable approaches toward betting and iGaming, including legislative or policy changes that could restrict, suspend or reverse prior market access. While supportive political or administrative approaches in certain markets, such as the liberalization of relevant regulations and support for emerging products in the United States, have facilitated industry growth, such approaches may not continue or, if expanded or altered, could result in a less predictable regulatory framework and increased compliance uncertainty. See also “—The successful execution of our growth strategy, particularly with respect to our U.S. business, depends on our ability to expand our provision of online betting and iGaming services into new and existing jurisdictions and markets where the regulatory status of the provision of such services has been clarified or liberalized.”

While we continue to actively monitor global geopolitical developments, there can be no way to predict their scope, duration or ultimate impact. The extent and duration of any current or future geopolitical events and resulting market disruptions could be significant and could potentially have a substantial impact on our business and the global economy for an unknown period of time. Any of the above-mentioned factors could have a material adverse effect on our business, financial condition and results of operations, and any such disruptions may also magnify the impact of other risks described in this Annual Report.

Risks Relating to Information Technology Systems and Intellectual Property

We are highly dependent on the development and operation of our sophisticated and proprietary technology and advanced information systems, and any disruptions to such systems or failure to effectively adopt and implement new technologies and systems could have a material adverse effect on our business, financial condition and results of operations.

Our business relies on complex information technology (“IT”) systems (including systems provided or supported by third parties) that are critical to the operation of our businesses, including the collection, aggregation and distribution of data, trade and price information, the generation and provision of analytics, risk management services, provision of market infrastructure (including platforms for the execution, clearing and settlement of bets, positions and trades), security systems and payment systems.

Table of Contents

Our ability to provide uninterrupted services is dependent on these systems. While we have certain incident and disaster recovery plans, business contingency plans and back-up procedures in place designed to minimize, mitigate, manage and recover from the risk of an interruption or failure of our critical IT systems, there is no guarantee that such plans and procedures will be able to adequately anticipate or plan for all such risks and we cannot eliminate the risk of a system failure, interruption or disruption occurring. Such failures may arise for a wide variety of reasons such as software malfunctions, insufficient capacity, including network bandwidth in particular during peak activity times, as well as hardware and software malfunctions or defects, or complications experienced in connection with the operation of such systems, including system upgrades.

We also rely on IT systems, cloud-based services and other networks that are provided, managed or hosted by third parties, which have in the past and may in the future be subject to outages or other failures. The measures such third parties put in place may be insufficient to prevent future issues, and resolving such issues may take longer than if they were managed or hosted by us alone. If our technology and/or IT systems, or those of a third party on which we rely, suffer from major or repeated failures, this could interrupt or disrupt our trading, clearing, settlement, index, analytics, data information or risk management services and undermine confidence in our platforms and services, cause reputational damage and impact operating results.

There can be no assurance that our current systems will be able to support any new or emerging technologies, industry standards or enhanced products or services, or be able to accommodate a significant increase in online traffic, increased customer numbers, or modified usage patterns arising as a result of any such technologies, standards or products or services. If our systems are unable to expand to meet increased demand, are disrupted or otherwise fail to perform, or the adoption of new technologies requires greater investment than anticipated, this could have a material adverse effect on our business, financial condition and results of operations, and could increase our operating expenses.

We use AI, machine learning and similar technologies in our business, which may present business, compliance, and reputational risks.

Recent technological advances in artificial intelligence and machine-learning technology both present opportunities and pose risks to us. We use machine learning, AI technologies, data science and similar technologies in our products, services and infrastructure, and we are making investments in expanding our AI capabilities, including ongoing deployment and improvement of existing machine learning and AI technologies, as well as developing new product features using AI. If we fail to keep pace with rapidly evolving technological developments in AI, our competitive position and business results may suffer. Our competitors or other third parties may incorporate AI in a similar or different manner and may do so more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.

Additionally, the introduction of these technologies into new or existing offerings may result in new or expanded risks and liabilities, including due to enhanced governmental or regulatory scrutiny, intellectual property claims, litigation, compliance issues, ethical concerns, confidentiality or security risks, negative user perceptions, as well as other factors that could adversely affect our business, reputation, and financial results. The use of AI technologies may lead to unintended consequences, including creating content and data that appears correct but is factually inaccurate, biased or otherwise flawed, unlawful, harmful or policy-violating. Such content may expose us to brand or reputational harm and/or legal liability. Additionally, the content, analysis, materials, software, recommendations and other outputs produced by AI may be subject to limited or no intellectual property or other proprietary protection. We may lose intellectual property and other proprietary rights in any data, content, confidential information, trade secrets, or other materials that we provide as inputs to AI technology. If we are unable to assert proprietary rights in such outputs or inputs against use by third parties, we may experience competitive harm, and our financial condition and results of operations may be adversely affected. Furthermore, the use of AI may result in violations of applicable data security or data privacy laws, or in cybersecurity incidents that implicate the personal data of end customers, employees or other third parties. Any such violation or cybersecurity incidents related to our use of AI could result in legal liability or otherwise adversely affect our reputation and results of operations.

Additionally, the legal and regulatory landscape for AI is rapidly evolving, and may in many instances be uncertain and may vary (or conflict) across jurisdictions. For example, the EU AI Act imposes obligations for high-risk AI systems, with fines for non-compliance up to €35 million or 7% of global annual turnover. In the United States, various federal agencies including the FTC are developing AI governance frameworks, and several states are considering AI-specific legislation. AI systems may exhibit bias, produce discriminatory outcomes, consumer protection, or responsible gaming principles. Training data used in AI models may inadvertently contain biased, inaccurate, or protected information, potentially leading to regulatory violations or reputational harm. The rapid evolution of AI, including with respect to compliance with existing and potential government regulation of such technology, may require significant resources, including to develop, test and maintain platforms, offerings, services, and features to help us implement AI in accordance with varying laws across jurisdictions, and to minimize other adverse effects on our results of operations.

Table of Contents

Security breaches, unauthorized access to or disclosure of our data or customer data, cyber-attacks on our systems or other cyber incidents could compromise sensitive information related to our business (including personal data processed by us or on our behalf) and expose us to liability, which could harm our reputation and materially and adversely affect our business, financial condition and results of operations.

The secure collection, maintenance, processing and transmission of confidential and sensitive information, including personal data, is a critical element of our operations. We rely on encryption and authentication technology licensed from third parties in an effort to securely transmit certain confidential and sensitive information, including credit card numbers. Our IT and other systems, and those of our third party service providers, that collect, maintain, process and transmit customer, employee, service provider and business partner information face an ever-increasing number of threats from a broad range of threat actors, including foreign governments, criminals, competitors, computer hackers, cyber terrorists and politically motivated groups or individuals, and we have previously experienced various attempts to access our IT systems. These threats include physical or electronic break-ins, security breaches from inadvertent, unintentional or intentional actions or inactions by our employees, contractors, consultants and/or other third parties with otherwise authorized access to our systems, website or facilities, or from cyber-attacks by malicious third parties, including distributed denial-of-service (“DDoS”) attacks, “Trojan horse” attacks, phishing attacks, social engineering, security breaches, general hacking or other attacks, which could breach our data security and disrupt our IT systems. Breaches of our security measures or those of our third party service providers or other cybersecurity incidents could result in: unauthorized access to our websites, networks or systems; unauthorized access to and misappropriation of customer information, including customers’ personal data or other confidential or proprietary information of Flutter, employees, customers or other third parties; unauthorized dissemination of proprietary or confidential information, including personal data, viruses, worms, ransomware, spyware or other malware attacking, or being spread through our websites, networks or systems; deletion or modification of content or the display of unauthorized content on our websites; interruption, disruption or malfunction of operations; costs relating to breach remediation, deployment of additional personnel and protection technologies, response to governmental investigations; media inquiries and coverage; engagement of third party experts and consultants; litigation, regulatory action; and other potential liabilities.

Although we have developed systems and processes that are designed to protect our data and customer data, to prevent data loss, to disable undesirable accounts and activities on our platform, and to prevent or detect security breaches, we cannot assure you that such measures will be successful, that we will be able to anticipate or detect all cyber-attacks or other breaches, that we will be able to react to cyber-attacks or other breaches in a timely manner, or that our remediation efforts will be successful. In the past, we and our third party vendors have experienced social engineering, phishing, malware and similar attacks and threats of DDoS attacks and such attacks could in the future have a material adverse effect on our business, financial condition and results of operations. If any of these breaches of security should occur and be material, our reputation and brand could be damaged, our business may suffer, we could be required to expend significant capital and other resources to remediate problems caused by such breaches and we could be exposed to a risk of loss, litigation or regulatory action and other liability. Actual or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees and engage third party experts and consultants.

For example, in 2023, we received notice that certain of our customer and employee data was involved in the global incident involving the MOVEit file transfer software. In addition, in June 2025, the Paddy Power and Betfair businesses suffered a data incident, when an unauthorized third party gained access to the personal information of some of our customers. Based on our internal investigations and information currently known at this time, we do not expect either the MOVEit incident or the June 2025 Paddy Power and Betfair incident to have a material impact on our operations or financial results. However, we have incurred, and may continue to incur, expenses related to both incidents, and we have become subject to claims in relation to both incidents.

Moreover, these types of risks may increase over time as the complexity and number of technical systems and applications we use also increases. Advances in computer capabilities, new technologies (including AI) or other developments may result in the whole or partial failure of this technology to protect transaction data or other confidential and sensitive information from being breached or compromised. As cybersecurity threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.

Table of Contents

Any compromise or breach of our security measures, or those of our third party service providers, could violate applicable privacy, data protection, data security, network and IT systems security and other laws and regulations. Further, such laws and regulations may be interpreted and applied in a manner that is inconsistent with our existing practices, which may require us to modify our practices and incur substantial compliance-related costs and expenses. We may also incur significant reputational, legal and financial exposure, including legal claims, higher transaction fees and regulatory fines and penalties as a result of any compromise or breach of our systems or data security, or the systems and data security of our third party providers and any personal data stored or processed therein. While our insurance policies include liability coverage for certain exposures arising from these matters, if we experience a significant security incident, we could be subject to liability or other damages that exceed our insurance coverage and we cannot be certain that such insurance policies will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

We are subject to a number of risks related to credit card payments, including data security breaches, fraud and chargebacks, any of which could materially and adversely affect our business, financial condition and results of operations.

In certain jurisdictions in which we operate, we accept payment from our customers through credit card transactions, certain online payment service providers and mobile payment platforms. The use of these payment methods involves risks that may be outside of our direct control and could disrupt our payment processing capabilities.

If we or a third party experiences a data security breach involving credit card information, affected cardholders will often cancel their credit cards. If our customers are impacted by such a breach, whether experienced by us or a third party, we may need to contact them to obtain new credit card information, including to process pending transactions. However, we may be unable to reach all affected customers or obtain replacement information in a timely manner or at all. As a result, certain transactions may not be completed, which could materially and adversely affect our business, financial condition and results of operations. Even if our customers are not directly impacted by a particular breach, they may lose confidence in the ability of service providers to protect their personal data, which could reduce their willingness to use credit cards online, lead them to adopt alternative payment methods that are less convenient for us, or otherwise increase the cost or complexity of processing payments.

If we or any of our third-party providers or payment processors fail to adequately prevent fraudulent or erroneous credit card transactions, including as a result of misconduct, errors, or control failures, we may face litigation, fines, governmental enforcement action, civil liability, diminished public perception of our security measures, significantly higher credit card-related costs and substantial remediation costs or refusal by credit card processors to continue to process payments on our behalf, any of which could materially and adversely affect our business, financial condition and results of operations.

In addition, we may be exposed to customer chargebacks, including where customers seek to reverse transactions notwithstanding receipt of services, and if such chargebacks are not effectively controlled, they could result in increased costs and have a material adverse effect on our business, financial condition and results of operations.

The increasing application of, and any significant failure to comply with, applicable data protection, privacy and digital services laws may have a material adverse effect on us.

We process personal customer, supplier, employee and candidate data as part of our business. This requires us to comply with strict, numerous, and rapidly evolving data protection and privacy laws in the United States, the European Union, the United Kingdom, Australia, India, Brazil, Canada and many other jurisdictions regarding privacy and the collection, receipt, storage, processing, handling, maintenance, transfer, disclosure and protection of such personal and other data, which may require us to provide individuals with certain notices and rights with respect to such individuals’ personal data, maintain reasonable and appropriate data security standards and to provide timely notice to individuals and/or regulators in the event that such personal data is compromised. The scope of such laws is subject to differing interpretations and may be inconsistent between states or countries.

Table of Contents

~~Aspects~~For example, the GDPR and national implementing legislation in European Economic Area (“EEA”) member states impose a strict data protection compliance regime including obligations concerning the rights of ~~our~~data ~~business~~subjects, ~~will~~the ~~depend~~transfer onof personal data out of the ~~live~~EEA, ~~broadcasting~~security breach notifications and ~~scheduling~~safeguarding the security and confidentiality of ~~major~~personal ~~sporting~~data. ~~events~~Fines of up to €20 million or 4% of the annual global revenues, whichever is greater, can be imposed for such violations. Data protection supervisory authorities also have extensive powers under the GDPR, including the power to impose a temporary or definitive ban on processing activity. The GDPR also includes a right to compensation for data subjects who have suffered material or non-material damage as a result of an infringement of the GDPR and in certain cases, civil litigation can be brought by non-profit privacy advocacy groups. In addition, an EU Directive provides the ability for “class action”-type cases to brought by qualified entities in respect of certain GDPR infringements. Liability can attach to us not only for our own non-compliance, but also due to the acts, errors or omissions of those who process personal data in the course of providing services for us.

~~The~~Compliance ~~entrance~~with ofthe ~~alternative~~GDPR ~~media licensing~~ and ~~broadcasting organizations into~~ the ~~sport~~UK ~~broadcasting industry (e.g.~~GDPR, ~~Amazon, DAZN Group and YouTube),~~ which ~~may~~retains ~~not attract~~ the ~~volume~~GDPR ~~of viewers traditionally attracted by television companies for major sporting events (~~in ~~particular~~UK ~~free-to-air~~national ~~broadcasters such as the BBC~~law, ~~NBC,~~may ~~ABC,~~require ~~CBS~~us ~~and FOX), has the potential~~ to ~~negatively~~modify ~~impact~~our ~~the~~data ~~number~~processing ofpractices ~~customers~~and ~~who~~policies ~~have~~and ~~access~~incur tocompliance-related ~~live~~costs ~~sporting~~and ~~events.~~expenses Aand ~~material~~these ~~reduction~~changes inmay ~~the~~lead ~~number of our customers who have access~~ to ~~live~~other ~~sporting~~additional ~~events~~costs ~~could have an impact on the number of customers accessing our sports betting services~~ and ~~products~~increase ~~which could in turn materially adversely affect~~ our ~~ability~~overall torisk ~~generate revenue~~exposure.

InRegulatory ~~addition~~guidance, ~~our~~case ~~sports~~law ~~betting~~and ~~operations~~enforcement ~~are~~activity ~~subject~~concerning todata ~~the~~protection ~~seasonal~~regulatory ~~variations~~standards ~~dictated~~in by the ~~sporting~~EEA ~~calendar~~ and ~~are~~in ~~affected~~other byjurisdictions ~~the~~are ~~scheduling~~increasing, and ~~live~~further ~~broadcasting~~changes ofare ~~major~~likely ~~sporting~~to ~~events.~~occur ~~Disruptions~~that tomay further enhance the ~~scheduling~~data ~~and~~protection ~~broadcasting~~rights of ~~those~~individuals ~~events~~and ~~may~~ have a ~~material~~commensurate ~~adverse~~impact ~~effect~~upon on our ability to ~~generate~~process ~~revenue~~personal ~~from betting on those events~~data. InFor ~~some instances~~example, ~~the~~there ~~scheduling~~remains ofcomplexity ~~major~~and ~~sporting~~uncertainty ~~events~~regarding ~~occurs~~transfers ~~seasonally~~of ~~(e.g.,~~personal ~~the~~information ~~NBA,~~from the ~~NFL,~~EEA ~~MLB,~~to the ~~NCAA,~~United ~~the~~States ~~Premier League, the UEFA Champions League,~~ and ~~horse~~other ~~racing) or at regular but infrequent intervals (e.g.~~jurisdictions, ~~the~~which ~~FIFA~~could ~~World~~lead ~~Cup and the UEFA European Football Championship). Such seasonality or infrequent sporting events tend~~ to ~~impact,~~additional ~~among other things~~costs, ~~revenues from operations~~complaints, ~~key metrics~~ and/or ~~customer~~regulatory ~~activity~~investigations ~~and~~or ~~may increase the volatility of our financial performance. In addition~~fines, ~~certain individuals~~ and/or ~~teams~~if ~~advancing~~we orare ~~failing~~otherwise unable to ~~advance~~transfer ~~and~~personal ~~their~~data ~~scores~~between and ~~other~~among ~~results~~countries ~~within~~and ~~specific~~regions ~~tournaments,~~in ~~games~~which orwe ~~events may impact our financial performance. Furthermore~~operate, ~~sporting~~it ~~events~~could ~~may~~affect bethe ~~disrupted~~manner orin ~~cancelled due to unforeseen circumstances,~~ which ~~may~~we ~~also~~provide ~~increase the volatility of~~ our ~~financial~~services ~~performance. The cancellation, disruption to,~~ or ~~postponement of,~~ the ~~live~~geographical ~~broadcasting~~location ofor ~~sporting~~segregation ~~events, due to an array~~ of ~~issues~~our ~~including~~relevant ~~contractual~~systems ~~disputes,~~and ~~technological or communication problems~~operations, orand ~~the insolvency of a major broadcaster,~~ could ~~have~~adversely aaffect ~~material adverse effect on~~ our ~~business,~~ financial ~~condition and~~ results ~~of operations~~.

~~Global~~In ~~economic~~the ~~conditions~~United States, since California passed the California Consumer Privacy Act in 2018, numerous additional U.S. states have enacted comprehensive privacy legislation. The result is a complex and ~~geopolitical~~onerous ~~events~~patchwork of inconsistent legal obligations across states. These laws require substantial modifications to in-scope companies’ data processing practices and policies, impose compliance-related costs and expenses to provide updated notices, conduct privacy impact assessments, and fulfill privacy rights requests, and we may be required to negotiate or renegotiate contractual obligations with third parties. Such laws will restrict processing activities, likely limiting our ability to market to customers and/or increasing operational and compliance costs. In addition, the FTC and many state attorneys general are interpreting federal and state consumer protection laws to impose standards for the online collection, use, dissemination, and security of data. Furthermore, there has been a significant increase in privacy litigation related to cookies, pixels, and other common analytics technologies. Plaintiffs claim that personal data is collected and/or shared with third parties without the requisite user consent under laws such as the California Invasion of Privacy Act or the federal Video Privacy Protection Act. Should plaintiffs succeed in the courts, we could ~~adversely~~see ~~affect~~material adverse effects on our business, or financial condition as costs to defend and/or ~~results~~settle oflitigation ~~operations~~increase.

~~Our~~In ~~results~~addition ofto ~~operations~~government ~~are influenced by global economic and geopolitical events. Instability and uncertainties arising from the global geopolitical environment~~regulation, ~~including~~we asare aalso ~~result~~subject ofto ~~military~~various ~~action,~~industry ~~conflicts,~~privacy ~~terrorist attacks~~standards, ~~and~~ the ~~potential~~terms ~~for~~of ~~changes~~our inown ~~global~~privacy ~~trade~~ policies, ~~including sanctions~~ and ~~trade~~privacy-related ~~barriers,~~obligations ~~could~~to ~~impair~~third ~~our global operations and adversely affect our business, financial condition and results of operations~~parties.

~~For~~We ~~example,~~cannot yet determine the ~~ongoing~~impact ~~Russia-Ukraine~~future ~~conflict~~laws, ~~has~~regulations ~~led~~and standards may have on our business. In addition to, the variety of existing laws and ~~could~~regulations ~~continue~~governing toour ~~lead~~use toof personal data, ~~significant~~there ~~market~~are ~~and~~a wide variety of other ~~disruptions,~~laws ~~including~~which ~~significant~~are ~~volatility~~currently inbeing ~~commodity~~enacted ~~prices~~or under development and ~~supply~~which ofmay ~~energy~~have ~~resources~~a material impact on whether, ~~instability~~and how, we can operate our online services in ~~financial~~certain ~~markets~~jurisdictions. For example, ~~supply~~the ~~chain~~Digital ~~interruptions,~~Services ~~political~~Act ~~and~~came ~~social~~into ~~instability,~~full ~~changes~~effect in ~~customer~~the ~~preferences~~European ~~and~~Union ~~discretionary~~in ~~spending~~February ~~and~~2024, ~~increases~~resulting in ~~cyberattacks~~changes ~~and~~to ~~espionage~~the regulation of online content that is deemed to be illegal or harmful.

~~Additionally,~~Although inwe ~~response~~make reasonable efforts to ~~the~~comply ~~conflict~~with ~~between~~all ~~Russia~~applicable data protection and ~~Ukraine,~~digital ~~the~~services ~~U.S.~~laws ~~government~~and regulations, our interpretations and ~~other~~such ~~governments~~measures may have ~~imposed~~been aor ~~series~~may ofprove ~~sanctions~~to ~~against~~be ~~certain~~insufficient ~~Russian~~or ~~government,~~incorrect. ~~government-related,~~If ~~and~~we ~~other~~fail ~~entities~~to adhere to applicable data protection, privacy and ~~individuals~~digital services laws, ~~together~~we ~~with~~may ~~enhanced~~be ~~export~~subject ~~controls~~to onenforcement ~~certain~~action, ~~products~~investigations, ~~and~~fines, ~~financial~~regulatory proceedings and/or ~~economic~~civil ~~sanctions~~litigation, any of which could have a material adverse effect on ~~certain~~our ~~industry~~business, ~~sectors~~financial condition and ~~parties~~results inof ~~Russia~~operations. ~~The~~Additionally, ~~governments~~breaches of ~~other~~applicable ~~jurisdictions~~data protection or digital services laws could result in ~~which~~reputational wedamage ~~operate~~to our brands, ~~such~~resulting asin the ~~United~~loss ~~Kingdom,~~of the ~~European~~goodwill ~~Union~~of customers and ~~Canada,~~the ~~have~~potential ~~also~~to ~~implemented~~deter ~~additional~~new ~~sanctions~~and existing customers, or ~~other~~could ~~restrictive~~result ~~measures.~~in ~~Following~~our ~~the~~brands ~~escalation~~being ofsubject to the ~~military~~revocation ~~conflict~~of ~~between~~existing ~~Russia~~licenses and/or ~~Ukraine and~~ the ~~introduction~~refusal of ~~related~~new ~~sanctions,~~applications infor ~~March~~licenses. ~~2022~~Furthermore, we ~~closed~~or our ~~operations~~third inparty ~~Russia~~service ~~and~~providers ~~the~~could ~~areas~~be inrequired ~~Ukraine~~to ~~subject~~fundamentally tochange ~~sanctions,~~our ~~namely~~business ~~the~~activities ~~Crimea~~and ~~Region,~~practices ~~Donetsk~~or modify our products and ~~Luhansk~~services ~~Region~~to ofcomply ~~Ukraine.~~with ~~Our~~existing ~~products~~and ~~are~~future nodata ~~longer~~privacy ~~available~~and todigital ~~residents~~services inlaws ~~Russia~~and orregulations, ~~these~~which ~~regions~~could ofbe ~~Ukraine~~costly, time-consuming and wehave doan ~~not~~adverse ~~have~~effect ~~any~~on ~~operations~~our onor ~~the~~our ~~ground~~third inparty ~~either~~service ~~Russia~~providers’ business, results of operations or ~~Ukraine~~financial condition.

Further, the outbreak of an armed conflict between Israel and Hamas in early October 2023 has created numerous uncertainties, including the risk that conflict will spread throughout the broader region.

While we continue to actively monitor the situation in Ukraine and Gaza, there can be no way to predict the progress or outcome of these conflicts, and it is possible that the Russia-Ukraine conflict or the evolving conflict in the Middle East may escalate or expand beyond their current scopes.

The extent and duration of any current or future conflict, sanctions and resulting market disruptions could be significant and could potentially have a substantial impact on our business and the global economy for an unknown period of time. Any of the above mentioned factors could have a material adverse effect on our business, financial condition and results of operations, and any such disruptions may also magnify the impact of other risks described in this Annual Report.

Table of Contents

~~Work~~An ~~stoppages~~interruption, ~~and~~failure, ~~other~~cessation ~~labor~~or ~~problems~~material change of the terms for the provision of third party data and content services could ~~negatively~~have ~~impact~~a material adverse effect on our business, financial condition and results of operations.

~~From~~We ~~time~~increasingly torely ~~time,~~on welicenses ~~have~~with ~~experienced~~third ~~and~~parties ~~may~~to inaccess ~~the~~certain ~~future~~data ~~experience~~used ~~attempts~~in byour ~~labor~~business. ~~organizations~~We toalso ~~organize~~depend ~~certain~~on ofthird ~~our~~party ~~employees.~~suppliers ~~There~~for ~~can~~data beand nocontent, ~~assurance~~including ~~that~~data wereceived ~~will~~from ~~not~~sporting ~~experience~~bodies ~~additional~~ and ~~successful~~various ~~unionization~~data orpartners, ~~collective~~that ~~bargaining~~is ~~activity~~used in the ~~future.~~supply ~~The~~of ~~impact~~our ofproducts ~~any~~and ~~such~~services. ~~activity~~This data is ~~undetermined~~used, ~~and~~among ~~could~~other ~~have~~things, ato ~~material~~support ~~adverse~~the ~~effect~~offering, onoperation ~~our~~and ~~business,~~settlement ~~financial~~of ~~condition~~bets, contests and ~~results~~other ofproduct ~~operations~~features.

~~Risks~~Certain ~~Relating~~of tothis ~~Information~~data ~~Technology~~is ~~Systems~~provided exclusively by particular suppliers and ~~Intellectual~~may ~~Property~~not be obtainable on comparable terms, or at all. If these third parties were to discontinue providing products or services to us for any reason or fail to provide the agreed type of service, we may experience significant disruptions, including interruptions or errors in our data feeds. Such disruptions or errors may result in, among other things, incorrect settlement of bets or contests, reduced product quality, negative customer experiences, reputational harm, increased costs, regulatory scrutiny or litigation.

WeThe ~~are~~general ~~highly~~trend ~~dependent~~toward onconsolidation in the ~~development~~data and ~~operation~~content ofindustry ~~our~~may ~~sophisticated~~increase ~~and~~the ~~proprietary~~risk ~~technology~~that data and ~~advanced~~content ~~information~~products ~~systems~~or services may not be available to us in the future, or may only be available to us at increased cost. In addition, in the future, our data and wecontent suppliers could ~~suffer~~enter ~~failures,~~into ~~interruptions~~exclusive orcontracts ~~disruptions~~with toour ~~such~~competitors. ~~systems~~If any of our key data or ~~related~~content ~~development~~providers ~~projects~~terminates ~~and/~~its relationship with us or refuses to renew its agreement on commercially reasonable terms, we ~~could~~may ~~fail~~be required to ~~effectively~~identify ~~adopt~~ and ~~implement~~integrate ~~new~~alternative ~~technologies~~providers, ~~and~~which ~~systems~~may ~~required~~not ~~for~~be available within an acceptable timeframe or on acceptable terms, or at all. Any of the foregoing could have a material adverse effect on our business, tofinancial ~~remain~~condition ~~competitive.~~and results of operations.

~~Our~~If ~~business~~we ~~relies on complex information technology (“IT”) systems (including systems provided or supported by third parties) that~~ are ~~critical~~unable to ~~the~~protect ~~operation~~or ofenforce our ~~businesses,~~rights ~~including~~in ~~the~~our ~~collection~~proprietary technology, ~~aggregation~~brands ~~and~~or ~~distribution~~other ofintellectual ~~operating~~property, ~~financial~~or ~~and~~if ~~personal~~we ~~data,~~are ~~trade~~found ~~and~~to ~~price~~infringe ~~information,~~ the ~~generation~~intellectual ~~and~~property ~~provision~~rights of ~~analytics~~third parties, ~~risk~~our ~~management~~competitive ~~services~~advantage, ~~provision of market infrastructure (including platforms for the execution~~business, ~~clearing~~financial condition and ~~settlement~~results of ~~bets,~~operations ~~positions~~could ~~and~~be ~~trades), security systems and payment systems~~harmed.

~~Our~~We ~~ability~~rely toon ~~provide~~a ~~uninterrupted~~combination ~~services~~of ispatent, ~~dependent~~copyright, ontrademark ~~these~~and ~~systems~~trade secret laws, confidentiality agreements and other contractual arrangements to protect our intellectual property. ~~While~~However, weour ~~have~~patent ~~certain~~or ~~incident~~trademark applications may not be approved, any patents or trademark registrations that may be issued to us may not sufficiently protect our intellectual property, and ~~disaster~~any ~~recovery~~of ~~plans~~our issued patents, ~~business~~trademark ~~contingency~~registrations ~~plans~~or other intellectual property rights may be challenged, misappropriated, infringed, or otherwise violated by third parties. Confidentiality and ~~back-up~~other ~~procedures~~protective inagreements, ~~place~~even ~~designed~~if toentered ~~minimize~~into, ~~mitigate~~may fail to effectively prevent disclosure of our proprietary information, ~~manage~~may be limited as to their term and ~~recover~~may ~~from~~not provide an adequate remedy in the ~~risk~~event of anunauthorized ~~interruption~~disclosure or ~~failure~~use of proprietary information. Any of these scenarios may result in restrictions on our ~~critical~~use ITof, ~~systems~~or inability to enforce, ~~there~~our isintellectual noproperty, ~~guarantee~~which ~~that~~may ~~such~~in ~~plans~~turn ~~and~~limit ~~procedures~~the ~~will~~conduct beof ~~able~~our tobusiness. ~~adequately~~Other ~~anticipate~~parties may independently develop similar or ~~plan~~competing ~~for~~technology ~~all~~or ~~such~~design ~~risks~~around ~~and~~any wepatents that may be issued to us. We cannot ~~eliminate~~be certain that the ~~risk~~steps ofwe ahave ~~system~~taken ~~failure~~will prevent infringement, ~~interruption~~misappropriation or ~~disruption~~other ~~occurring~~violations of our intellectual property rights, particularly in countries where the laws may not protect our proprietary rights as fully as the protection provided in the United States. ~~Such~~Effective ~~failures~~trademark protection may ~~arise~~not ~~for~~be aavailable ~~wide~~or ~~variety~~may not be sought in every country or in every class of ~~reasons~~goods ~~such~~and asservices ~~software~~in ~~malfunctions,~~which ~~insufficient~~we ~~capacity~~operate, ~~including~~and ~~network~~contractual ~~bandwidth~~disputes inmay ~~particular~~affect ~~during~~the ~~peak~~use ~~activity~~of ~~times~~marks governed by contract. Further, aswe ~~well~~may asbe ~~hardware~~required ~~and~~to ~~software~~enforce ~~malfunctions~~our intellectual property or ~~defects,~~other proprietary rights through litigation or ~~complications~~other ~~experienced~~proceedings, which, regardless of success, could result in ~~connection~~substantial ~~with~~costs and diversion of management’s attention and other resources. We also depend on the ~~operation~~ability of ~~such~~our ~~systems~~third party suppliers to defend challenges to their intellectual property, ~~including~~and ~~system~~may ~~upgrades~~be materially and adversely affected by their failure to do so.

IfAt the same time, we cannot be certain that our ~~technology~~products and/ our business do not, or ITwill ~~systems~~not, ~~suffer~~infringe ~~from~~the ~~major~~intellectual property rights of third parties. Third parties may assert infringement claims against us, or ~~repeated~~our ~~failures~~licensors, ~~this~~and such claims, regardless of merit, could ~~interrupt~~result orin ~~disrupt~~significant ~~our~~expense, ~~trading~~damages, ~~clearing~~or injunctive or other equitable relief, ~~settlement~~or require us to redesign, ~~index~~reengineer, ~~analytics~~license, ~~data~~or ~~information~~cease offering certain products or ~~risk~~features. ~~management~~Regardless ~~services~~of ~~and~~whether ~~undermine~~any ~~confidence~~such proceedings are resolved in our ~~platforms~~favor, such proceedings could cause us to incur significant expenses and ~~services~~could distract our personnel from their normal responsibilities. We may be unable to obtain necessary licenses on commercially reasonable terms, ~~cause~~or ~~reputational~~at ~~damage~~all, and ~~impact~~alternative ~~operating~~technologies may be costly, time-consuming to develop, or of lower quality. This would limit and delay our ability to provide new or competing product offerings and increase our costs. If alternate technology cannot be obtained or developed, we may not be able to offer certain functionality as part of our product offerings, which could materially and adversely affect our business, financial condition and results of operations.

We rely, to some extent, on IT systems, cloud-based services or other networks that are provided, managed or hosted by third parties. We cannot guarantee that the measures such third parties put in place will be sufficient to prevent issues with their IT systems, and coordination with such third parties will be required to resolve any issues with IT systems, which may mean they take longer to resolve than if they were managed or hosted by us alone.

To compete effectively, we must be able to anticipate and respond, in a timely and effective manner, to the need for new and enhanced technology. This may include new software applications or related services based on AI, machine learning, or robotics. The markets in which we compete are characterized by rapidly changing technology, evolving industry standards, frequent enhancements to existing products and services, the introduction of new services and products and changing customer demands. We may not be successful in anticipating or responding to these developments on a timely and cost-effective basis. Additionally, the effort to gain technological expertise and develop new technologies in our business requires us to incur significant expenses. If we cannot offer new technologies as quickly as our competitors, or if our competitors develop more cost-effective or better-functioning technologies or product offerings, we could experience a material adverse effect on our operating results, client relationships, growth and compliance programs. There can also be no assurance that our current systems will be able to support any new or emerging technologies, industry standards or enhanced products or services, or be able to accommodate a significant increase in online traffic, increased customer numbers, or modified usage patterns arising as a result of any such technologies, standards or products or services. If our systems are unable to expand to meet increased demand, are disrupted or otherwise fail to perform, or the adoption of new technologies requires greater investment than anticipated, this could have a material adverse effect on our business, financial condition and results of operations, and could increase our operating expenses.

Table of Contents

WeOur ~~use~~systems ~~artificial~~and ~~intelligence~~controls ~~(“AI”),~~to ~~machine~~restrict ~~learning~~access ~~and~~to ~~similar technologies in~~ our ~~business.~~products ~~These technologies~~ may ~~present~~not ~~business,~~be ~~compliance, and reputational risks~~adequate.

~~Recent~~We ~~technological~~rely ~~advances~~on intechnological ~~artificial~~systems ~~intelligence~~ and ~~machine-learning~~controls ~~technology both present opportunities and pose risks~~ to ~~us.~~block Wecustomers ~~use~~in ~~machine~~certain ~~learning,~~jurisdictions AIfrom ~~technologies,~~accessing ~~data science and similar technologies in~~ our ~~products,~~ services. ~~and~~These ~~infrastructure,~~systems and wecontrols are ~~making~~intended ~~investments~~to inensure ~~expanding~~that ~~our~~we AIdo ~~capabilities,~~not ~~including~~accept ~~ongoing~~money ~~deployment~~from ~~and~~customers ~~improvement~~located ofin ~~existing~~those ~~machine~~jurisdictions ~~learning~~where ~~and~~we AIdo ~~technologies,~~not asoffer ~~well~~our asproducts ~~developing~~and ~~new product features using AI. However~~services, ifeither weas ~~fail~~a toresult ~~keep~~of ~~pace~~licensing ~~with~~requirements ~~rapidly~~or ~~evolving~~a ~~technological~~lack ~~developments~~of inadequate ~~AI,~~justification ~~our~~that ~~competitive~~offering ~~position~~betting and ~~business~~iGaming ~~results~~services ~~may~~to ~~suffer.~~customers ~~Our~~resident ~~competitors or other third parties may incorporate AI~~ in such a ~~similar~~jurisdiction orwould ~~different~~not ~~manner~~infringe ~~and~~the ~~may~~law doof sothe ~~more~~jurisdiction ~~quickly~~in ~~or more successfully than us,~~ which ~~could~~the ~~impair~~relevant ~~our~~customer ~~ability~~is ~~to compete effectively and adversely affect our results of operations~~located.

~~Additionally,~~Where ~~use~~blocking ofobligations AIare ~~has~~currently ~~become~~imposed ~~the~~by ~~source~~governmental oflicensing ~~significant media attention and political debate. The introduction of these technologies~~requirements, ~~particularly~~there ~~generative~~is ~~AI,~~a ~~into~~risk ~~new~~that orthe ~~existing~~relevant ~~offerings~~regulators ~~may~~could ~~also~~require ~~result~~us ~~in new or expanded risks and liabilities, including due~~ to ~~enhanced~~block ~~governmental~~customers orresident ~~regulatory~~in ~~scrutiny,~~specific ~~intellectual~~additional ~~property~~jurisdictions ~~claims, litigation,~~in ~~compliance~~the ~~issues~~future, ~~ethical~~which ~~concerns,~~could ~~confidentiality~~have ora ~~security~~material ~~risks,~~adverse ~~negative~~effect ~~user~~on ~~perceptions as to automation and AI, as well as other factors that could adversely affect~~ our business, ~~reputation, and~~ financial ~~results.~~condition AI technologies, including generative AI, may create content that is factually inaccurate or flawed, or otherwise unlawful, harmful or policy-violating. Such content may expose us to brand or reputational harm and~~/or~~ legal liability. The rapid evolution of AI, including with respect to compliance with existing and potential government regulation of such technology, may also require significant resources, including to develop, test and maintain platforms, offerings, services, and features to help us implement AI in accordance with applicable law, and to minimize other adverse effects on our results of operations.

~~Security~~In ~~breaches~~addition, ~~unauthorized~~the ~~access~~technical tosystems orand ~~disclosure~~controls ofthat ~~our~~we ~~data~~have adopted could fail or ~~customer~~otherwise ~~data~~be found to be inadequate, ~~cyber-attacks~~including onas ~~our~~a ~~systems~~result orof ~~other~~future ~~cyber~~technological ~~incidents~~developments ~~could~~or ~~compromise~~customers ~~sensitive~~in ~~information~~restricted ~~related~~jurisdictions toseeking ~~our~~workarounds ~~business~~to ~~(including~~the ~~personal~~relevant ~~data~~systems ~~processed~~and bycontrols. usThis ormay onresult ~~our~~in ~~behalf)~~violations ~~and~~of ~~expose~~applicable uslaws toor ~~liability~~regulations, which could ~~harm~~have ~~our~~cost, ~~reputation~~resource and ~~materially~~reputational ~~and~~implications, ~~adversely~~as ~~affect~~well as implications on our ~~business~~ability to retain, ~~financial~~renew ~~conditions~~or ~~and~~expand ~~results~~our portfolio of ~~operations~~licenses.

WeOur ~~face~~business anmodel ~~ever-increasing~~depends ~~number~~upon ofthe ~~threats~~continued tocompatibility ~~our~~between information systems from a broad range of threat actors, including foreign governments, criminals, competitors, computer hackers, cyber terrorists and politically motivated groups or individuals, and we have previously experienced various attempts to access our ITapplications ~~systems. These threats include physical or electronic break-ins, security breaches from inadvertent, unintentional or intentional actions or inactions by our employees, contractors, consultants~~ and~~/or~~ ~~other~~the ~~third~~major ~~parties~~mobile ~~with~~operating ~~otherwise authorized access to our~~ systems, ~~website or facilities, or from cyber-attacks by malicious third parties, which could breach our data security~~ and ~~disrupt~~upon ~~our IT systems. Breaches of our security measures or those of our~~ third- party ~~service~~platforms ~~providers~~for or other cybersecurity incidents could result in: unauthorized access to our websites, networks or systems; unauthorized access to and misappropriation of customer information, including customers’ personal data or other confidential or proprietary information of Flutter, employees, customers or other third parties; unauthorized dissemination of proprietary or confidential information, including personal data, viruses, worms, ransomware, spyware or other malware attacking, or being spread through our websites, networks or systems; deletion or modification of content or the ~~display~~distribution of ~~unauthorized content on~~ our ~~websites;~~product interruption, disruption or malfunction of operations; costs relating to breach remediation, deployment of additional personnel and protection technologies, response to governmental investigations; media inquiries and coverage; engagement of third-party experts and consultants; litigation, regulatory action; and other potential liabilitiesofferings.

~~The~~Our ~~secure~~business ~~collection,~~model ~~maintenance,~~depends ~~processing~~upon ~~and~~the ~~transmission~~continued ofcompatibility ~~confidential~~ and ~~sensitive~~interoperability ~~information,~~between ~~including personal data, is a critical element of~~ our ~~operations.~~applications ~~We rely on encryption~~ and ~~authentication~~the ~~technology~~major ~~licensed~~mobile ~~from~~operating ~~third~~systems. Third parties inwith anwhom ~~effort~~we todo ~~securely~~not ~~transmit~~have ~~certain~~any ~~confidential~~formal ~~and~~relationships ~~sensitive~~control ~~information,~~the ~~including~~design ~~credit~~of ~~card~~mobile ~~numbers.~~devices ~~Our information technology~~ and ~~other~~operating systems,. ~~and~~These ~~those~~parties offrequently ~~our~~introduce ~~third-party~~new ~~service providers~~devices, ~~that collect, maintain, process~~ and ~~transmit~~from ~~customer,~~time ~~employee, service provider and business partner information are susceptible~~ to ~~increasing~~time ~~threats~~they ofmay ~~continually~~introduce ~~evolving~~new ~~cybersecurity~~operating ~~risks.~~systems ~~For~~or ~~example,~~modify inexisting ~~2023~~ones, weeither ~~received notice that certain~~ of ~~our customer and employee data was involved in the global incident involving the MOVEit file transfer software,~~ which ~~began~~may ~~when~~require ~~the~~us ~~third-party~~to ~~provider~~make ~~who~~significant ~~administers~~changes ~~the~~to ~~software~~our ~~announced~~product ~~that~~offerings ~~it had identified a previously unknown vulnerability~~ in ~~the~~order ~~application that is used by businesses across the world~~ to ~~share~~ensure ~~data and manage file transfers~~compatibility. ~~Once~~Network wecarriers ~~discovered~~may ~~this,~~also weimpact ~~promptly~~the ~~undertook~~ability ~~responsive~~to ~~measures,~~download ~~including~~applications ~~restricting~~or access tospecified ~~the~~content ~~affected~~on ~~application,~~mobile ~~launching an internal investigation in partnership with outside independent cybersecurity forensic experts and notifying the relevant regulators and law enforcement agencies~~devices, ~~as well as our employees~~ and ~~customers,~~there ~~impacted~~is byno ~~the~~guarantee ~~incident. Based on this investigation and information currently known at this time, we do not expect~~ that ~~this~~popular ~~incident~~mobile devices will ~~have~~start ~~a material impact on our operations~~ or ~~financial results. However, we have incurred, and may~~ continue to ~~incur,~~support ~~expenses~~or ~~related~~feature toour ~~this~~product ~~incident, and we have become subject to claims in relation thereto; accordingly, we remain subject to risks and uncertainties as a result of this incident~~offerings.

In addition, we rely upon third party platforms for distribution of our product offerings. Our online product offerings are delivered primarily as free applications through third party platforms and are also accessible via mobile and traditional websites. The promotion, distribution and operation of our applications are subject to the distribution platforms’ respective standard terms and policies for application developers, which are very broad and subject to frequent changes and interpretation, and may not always permit our applications to be offered through their stores. We are dependent on the interoperability of our platforms with popular mobile operating systems, technologies, networks and standards that we do not control, and any technical or other issues in such systems, or any changes in applicable law or regulations, our relationships with mobile manufacturers and carriers or in their terms of service or policies that degrade our product offerings’ functionality, reduce or eliminate our ability to distribute our product offerings, give preferential treatment to competitive products, limit our ability to deliver high-quality product offerings, or impose fees or other charges related to delivering our product offerings, could materially and adversely affect our product usage and monetization on mobile devices.

Moreover, if any of the third party platforms used for distribution of our product offerings were to limit or disable advertising on their platforms, either because of technological constraints or because the owner of these distribution platforms wished to impair our ability to publish advertisements on them, our ability to grow and retain our customer-base and generate revenue could be harmed. Also, technologies have been, and may continue to be, developed by companies, such as Apple and Google, that, among other things, block or limit the display of our advertisements and some or all third party cookies on mobile and desktop devices, limit cross-site and cross-device attribution, prevent measurement outside a narrowly-defined attribution window and prevent advertisement re-targeting and optimization. These developments could require us to make changes to how we collect information on, and track the actions of, our customers and impact our marketing activities. These changes could materially impact the way we do business, and if we or our advertising partners are unable to quickly and effectively adjust to new changes, there could be a material adverse effect on our business, financial condition and results of operations.

Furthermore, our products require high-bandwidth data capabilities to place time-sensitive bets. If the growth of high-bandwidth capabilities, particularly for mobile devices, is slower than we expect, our customer growth, retention and engagement may be seriously harmed. Additionally, to deliver high-quality content over mobile cellular networks, our product offerings must work well with a range of mobile technologies, systems and networks, and comply with regulations and standards, that we do not control. The adoption of any laws or regulations that adversely affect the growth, popularity or use of the Internet, including laws governing Internet neutrality, could decrease the demand for our products and increase our cost of doing business. Specifically, any laws that would allow mobile providers to impede access to content, or otherwise discriminate against content providers like us, including by providing for faster or better access to our competitors, could have a material adverse effect on our business, financial condition and results of operations.

Table of Contents

~~Moreover~~Finally, ~~these~~we ~~types of risks~~ may ~~increase~~not ~~over~~successfully ~~time~~cultivate asrelationships ~~the~~with ~~complexity~~key ~~and~~industry ~~number~~participants ofor ~~technical~~develop ~~systems~~product ~~and~~offerings ~~applications~~that weoperate ~~use~~effectively ~~also~~with ~~increases.~~these ~~Advances in computer capabilities~~technologies, ~~new~~systems ~~technological discoveries (including the use of AI) or other developments may result in the whole or partial failure of this technology to protect transaction data or other confidential~~ and ~~sensitive information from being breached or compromised. As cybersecurity threats continue to evolve~~networks, ~~we may be required to expend significant additional resources to continue to modify~~ or ~~enhance~~that ~~our~~comply ~~protective~~with ~~measures~~regulations or ~~to investigate and remediate any information security vulnerabilities~~standards. InIf ~~addition,~~it ~~third~~becomes ~~parties~~more ~~may~~difficult ~~attempt~~for toour ~~fraudulently induce employees or~~ customers to ~~disclose information in order to gain~~ access ~~to our data or our customers’ data. Third parties may attempt to create false or undesirable user accounts~~ and ~~advertisements~~use ~~or take other actions on~~ our platform ~~for~~on ~~objectionable~~their ~~ends,~~mobile ~~and compromised credentials~~devices, ~~including~~if ~~those obtained through phishing and credential stuffing, may be used to attack~~ our ~~websites~~customers ~~and~~choose ~~may result in an interruption, disruption or malfunction of our websites or IT systems, or the loss or compromise of data. Our security measures, and those of our third-party service providers, may~~ not ~~detect or prevent all attempts~~ to ~~breach~~access ~~our IT systems~~ or ~~data.~~use Distributed denial-of-service (“DDoS”) attacks, “Trojan horse” attacks, computer malware, ransomware, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches, general hacking or other attacks and similar disruptions may jeopardize the confidentiality, integrity and security of information stored in, processed or transmitted by our ~~websites,~~platform ~~networks~~on ~~and~~their ~~systems,~~mobile ~~or that we or such third parties otherwise maintain~~devices, ~~including payment card systems, which may subject us to fines~~ or ~~higher~~if ~~transaction fees or limit or terminate~~ our ~~access~~customers tochoose ~~certain payment methods. Further, sensitive, personal or other regulated data and information may be lost, disclosed, accessed, altered or taken without appropriate consent, which could subject us~~ to ~~liability~~use ~~and~~mobile ~~could~~products ~~have a material adverse effect on our business, financial condition and results of operations. In addition, we cannot guarantee~~ that ~~recovery~~do ~~protocols~~not ~~and~~offer ~~backup systems will be sufficient to prevent data loss. Further, techniques used to obtain unauthorized~~ access to ~~or sabotage systems change frequently and may not be known until launched against us or~~ our third-party service providers and may be difficult to detect for long periods of time. Although we have developed systems and processes that are designed to protect our data and customer data, to prevent data loss, to disable undesirable accounts and activities on our platform, ~~and~~then to prevent or detect security breaches, we cannot assure you that such measures will be successful, that we will be able to anticipate or detect all cyber-attacks or other breaches, that we will be able to react to cyber-attacks or other breaches in a timely manner, or that our ~~remediation~~customer ~~efforts will be successful. In the past~~growth, weretention and ~~our~~engagement ~~third-party vendors have experienced social engineering, phishing, malware and similar attacks and threats of DDoS attacks and such attacks~~ could ~~in the future have a material adverse effect on our business, financial condition and results of operations. If any of these breaches of security should occur and~~ be ~~material,~~seriously our reputation and brand could be damaged, our business may suffer, we could be required to expend significant capital and other resources to remediate problems caused by such breaches and we could be exposed to a risk of loss, litigation or regulatory action and other liabilityharmed. Actual or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants.

~~While~~Our ~~our~~use ~~insurance policies include liability coverage for certain~~ of ~~these~~“open ~~matters,~~source” ifsoftware ~~we experience a significant security incident, we~~ could be subject ~~to liability or other damages that exceed~~ our ~~insurance~~proprietary ~~coverage~~software ~~and we cannot be certain that such insurance policies will continue~~ to begeneral ~~available to us on economically reasonable terms~~release, oradversely ataffect ~~all,~~our orability ~~that any insurer will not deny coverage as~~ to ~~any~~sell ~~future~~our ~~claim.~~products ~~The~~and ~~successful~~services ~~assertion~~and ofsubject ~~one or more large claims against~~ us ~~that~~to ~~exceed~~possible ~~available insurance coverage~~litigation, orclaims ~~the occurrence of changes in our insurance policies, including premium increases~~ or ~~the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, financial condition and results of operations~~proceedings.

~~Any~~We ~~compromise~~have orused ~~breach~~“open ofsource” ~~our~~software ~~security~~in ~~measures,~~connection orwith ~~those~~the ofdevelopment ~~our~~and ~~third-party~~deployment ~~service~~of ~~providers,~~our ~~could~~software ~~violate applicable privacy~~platform, ~~data~~including ~~protection,~~in ~~data~~connection ~~security,~~with ~~network~~our ~~and~~customer-facing ITapplications ~~systems security~~ and ~~other~~our ~~laws~~back-end ~~and~~service ~~regulations. Further~~components, ~~such laws~~ and ~~regulations~~we ~~may~~expect beto ~~interpreted~~continue ~~and~~to ~~applied~~use inopen asource ~~manner~~software ~~that~~in isthe ~~inconsistent~~future. ~~with~~Open ~~our~~source ~~existing~~software ~~practices,~~is ~~which~~licensed ~~may~~by ~~require~~its usauthors toor ~~modify~~other ~~our~~third ~~practices~~parties ~~and~~under ~~incur~~open ~~substantial~~source ~~compliance-related~~licenses, ~~costs~~which ~~and~~in ~~expenses.~~some Weinstances may ~~also~~subject ~~incur~~us ~~significant~~to ~~reputational,~~certain ~~legal~~unfavorable ~~and financial exposure~~conditions, including ~~legal~~requirements ~~claims,~~that ~~higher~~we ~~transaction~~offer ~~fees~~our ~~and~~products ~~regulatory~~that ~~fines~~incorporate ~~and~~the ~~penalties~~open assource asoftware ~~result~~for ofno ~~any~~cost, ~~compromise~~that orwe ~~breach~~make ofpublicly ~~our~~available ~~systems~~all or ~~data~~part ~~security,~~of or the ~~systems~~source ~~and~~code ~~data~~for ~~security of our third-party providers and~~ any ~~personal~~modifications ~~data stored~~ or ~~processed~~derivative ~~therein.~~works ~~Any~~we ofcreate ~~the~~based ~~foregoing could have a material adverse effect on our business~~upon, ~~financial~~incorporating ~~condition~~or ~~and~~using ~~results of operations. We continue to devote significant resources to protect against security breaches and may need to further devote significant resources in~~ the ~~future~~open tosource ~~address problems caused by breaches~~software, ~~including~~or ~~notifying~~that ~~affected~~we ~~subscribers~~license ~~and~~such ~~responding~~modifications toor ~~any~~derivative ~~resulting~~works ~~litigation,~~under ~~which in turn, diverts resources from~~ the ~~growth~~terms ~~and expansion~~ of ~~our~~the ~~business.~~particular ~~See~~open ~~“—The~~source ~~increasing application of and any significant failure to comply with applicable data protection, privacy and digital services laws may have a material adverse effect on us~~license.”

Companies that incorporate open source software into their products have, from time to time, faced claims challenging the use of open source software and compliance with open source license terms. While we try to ensure that open source licensed code is not used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open source license agreement, we cannot guarantee that we will be successful, that all open source software is reviewed prior to use in our platform, that our developers have not incorporated open source software into our products that we are unaware of or that they will not do so in the future.

If we are held to have breached or failed to fully comply with all the terms and conditions of an open source software license, we could face infringement claims or other liability, or be required to seek costly licenses from third parties to continue providing our product offerings on terms that are not economically feasible, if at all, to re-engineer all or a portion of our platform, to discontinue or delay the provision of our product offerings if re-engineering could not be accomplished on a timely basis or to make generally available, in source code form, our proprietary code.

Further, use of certain open source software carries greater technical and legal risks than those associated with the use of third party commercial software. For example, open source software is generally provided without any support or warranties or other contractual protections regarding infringement or the quality of the code, including the existence of security vulnerabilities. To the extent that our platform depends upon the successful operation of open source software, any undetected errors or defects in open source software that we use could prevent the deployment or impair the functionality of our systems and injure our reputation. In addition, the public availability of such software may make it easier for others to compromise our platform and IT systems. Any of the foregoing risks could materially and adversely affect our business, financial condition and results of operations.

Risks Relating to Regulation, Licensing, Litigation and Taxation

Adverse changes to the regulation of online betting, iGaming and adjacent industries, or their interpretation by regulators, could have a material adverse effect on our growth prospects, as well as our business, financial condition and results of operations.

Our products are offered in more than 100 countries around the world, by virtue of which we are subject to diverse and rapidly evolving laws relating to betting, iGaming and adjacent industries. Such laws apply both in jurisdictions in which we conduct our business and in certain jurisdictions where our products are offered or available. These laws and regulations vary from jurisdiction to jurisdiction and are subject to continual changes in scope, breadth and interpretation, which may be affected by, among other things, political pressures, attitudes and climates, as well as personal biases. Adverse legislative, regulatory and judicial actions, particularly in our key markets, may have a material impact on our business, operations and financial results.

Table of Contents

WeFor ~~are~~example, ~~subject~~in toJanuary a2019, ~~number~~legal counsel for the U.S. Department of ~~risks~~Justice ~~related~~(“DOJ”) toissued ~~credit~~a ~~card~~legal ~~payments~~opinion on the Interstate Wire Act of 1961, ~~including~~as ~~data~~amended ~~security~~(“Wire ~~breaches~~Act”), ~~and~~which ~~fraud~~stated that wethe orWire ~~third~~Act ~~parties~~bans ~~experience,~~any form of iGaming if it crosses state lines and ~~additional~~reversed ~~regulation~~a 2011 DOJ legal opinion that stated that the Wire Act only applied to interstate sports betting. However, ~~any~~the U.S. Court of ~~which~~Appeals ~~could~~for ~~materially~~the First Circuit ruled in January 2021 that the Wire Act does not apply to iGaming. The U.S. federal courts’ stance on the applicability of the Wire Act with respect to interstate iGaming may be subject to potential changes in the future, and ~~adversely~~any ~~affect~~such changes may be detrimental to our business operations. If the Wire Act is ultimately determined by courts to be applicable to iGaming and we are required to restrict our iGaming transactions in each state in which we operate to within such state, ~~financial~~our ~~condition~~costs will increase and ~~results~~it ofwill become more difficult for us to scale our operations. in the United States.

InAny ~~certain~~adverse ~~jurisdictions~~changes into ~~which~~the weregulation ~~operate,~~of weonline ~~accept~~betting ~~payment~~and ~~from~~iGaming, ~~our~~the ~~customers~~interpretation ~~through~~of ~~credit~~these ~~card transactions~~laws, ~~certain~~regulations ~~online payment service providers~~ and ~~mobile~~licensing ~~payment~~requirements ~~platforms.~~by ~~When~~relevant weregulators, or athe ~~third~~revocation ~~party~~of ~~experiences~~operating ~~a data security breach involving credit card information~~licenses, ~~affected~~as ~~cardholders~~a ~~will~~result ~~often cancel their credit cards. In the case~~ of aindustry-specific ~~breach~~reviews, ~~experienced~~could byhave a ~~third~~material ~~party,~~adverse ~~the~~effect ~~more~~on ~~sizable~~our ~~the~~ability ~~third~~to ~~party’s~~conduct ~~customer~~our ~~base~~operations and ~~the~~generate ~~greater~~revenue ~~the~~in ~~number~~such ofjurisdictions. ~~credit~~For ~~card accounts impacted~~example, ~~the~~following ~~more~~an ~~likely~~extensive itreview isof ~~that~~the ~~our~~Gambling ~~customers~~Act ~~would~~of be2005 ~~impacted~~(the by“UK ~~such~~Gambling aAct”), ~~breach. To~~ the ~~extent~~UK ~~our~~government ~~customers~~is ~~are~~implementing ~~ever affected by such~~ a ~~breach~~broad ~~experienced~~program byof usregulatory ~~or a third party~~reform, ~~they~~and ~~would~~further ~~need~~regulatory tochanges beremain ~~contacted~~under ~~to obtain new credit card information and process any pending transactions~~consideration. ~~It is likely that we would not be able to reach all affected customers and~~Similarly, ~~even~~in ifOctober ~~we could~~2024, ~~some~~the ~~customers’~~Irish ~~new~~government ~~credit~~enacted ~~card~~the ~~information~~Irish ~~may~~Gambling ~~not be obtained and some pending transactions may not be processed~~Act, which ~~could~~also ~~materially~~introduced ~~and~~major ~~adversely~~reform ~~affect our business, financial condition~~ and ~~results~~consolidation of ~~operations.~~gambling ~~Even~~laws ifin ~~our customers are not directly impacted by a given data security breach~~Ireland, ~~they~~including ~~may lose confidence in~~ the ~~ability~~creation of ~~service~~the ~~providers to protect their personal data generally~~GRAI, which ~~could~~will ~~cause~~have ~~them~~broad powers to ~~stop~~publish ~~using~~further ~~their~~guidance ~~credit cards online~~ and ~~choose~~codes ~~alternative~~of ~~payment methods that are not as convenient for us or restrict our ability to process payments without significant cost or customer effort~~conduct. ~~Additionally,~~The ifnew welicensing ~~fail~~framework tois ~~adequately~~expected prevent fraudulent credit card transactions, we may face litigation, fines, governmental enforcement action, civil liability, diminished public perception of our security measures, significantly higher credit card-related costs and substantial remediation costs or refusal by credit card processors to ~~continue~~be tocommenced ~~process payments~~ on ~~our~~a ~~behalf,~~phased ~~any of which could materially and adversely affect our business~~basis, ~~financial~~with ~~condition~~the ~~and~~issuing ~~results~~ of ~~operations.~~licenses ~~See~~by ~~“—Risks~~the ~~Relating~~GRAI toexpected ~~Our Business and Industry—Uncertainty as~~ to ~~the~~take ~~legality~~place ofin ~~online betting and iGaming or adverse public sentiment towards online betting and iGaming may deter third-party suppliers from dealing with us~~2026.”

~~The~~Adverse ~~increasing~~legislative, ~~application~~regulatory ofor ~~and~~judicial ~~any~~developments ~~significant~~may ~~failure~~also limit our ability to ~~comply~~expand ~~with~~into, ~~applicable~~or ~~data~~scale ~~protection~~within, ~~privacy~~adjacent and ~~digital~~emerging ~~services~~industries. ~~laws~~For ~~may~~example, in 2025, we launched our prediction markets product across multiple U.S. states. These products have abeen ~~material~~subject ~~adverse~~to ~~effect~~regulatory onscrutiny and litigation, and future court decisions, new legislation, changes in the interpretation of the Commodity Exchange Act, or regulatory action by the CFTC or state authorities could limit or prohibit us from offering certain types of prediction markets contracts or offering such contracts into certain states. Similarly, future rulemaking or policy shifts by the CFTC, including renewed efforts to prohibit or more heavily regulate the prediction markets, could curtail our product set or require operational changes on short notice. As a result, our ability to drive incremental growth in the U.S. through our prediction markets offering could be materially adversely affected.

WeGovernments ~~process~~may ~~customer~~from ~~personal~~time ~~data~~to ~~(including~~time ~~name,~~seek ~~address~~to restrict access to our products from their jurisdictions entirely, ~~age/date~~or impose other restrictions that may affect the accessibility of ~~birth,~~our ~~payment~~products ~~details,~~in ~~gaming~~their ~~and~~jurisdictions ~~self-exclusion~~for ~~history)~~an ~~and~~extended ~~supplier~~period of time or indefinitely. In addition, ~~employee~~government ~~and~~authorities ~~candidate~~in ~~data~~certain asjurisdictions ~~part~~may ofseek to restrict customer access to our ~~business.~~products ~~This~~if ~~requires~~they consider us to ~~comply~~be ~~with~~a ~~strict,~~threat ~~numerous,~~to ~~and~~public ~~rapidly~~safety ~~evolving~~or ~~data~~for ~~protection~~other ~~and~~reasons. ~~privacy~~Changes ~~laws~~to inexisting ~~the~~forms ~~United~~of ~~States,~~regulation ~~the~~may ~~European~~also ~~Union,~~include the ~~United~~introduction ~~Kingdom~~of punitive tax regimes, ~~Australia~~larger financial guarantees, ~~India~~limitations on product offerings, ~~Brazil~~requirements for ring-fenced liquidity, ~~Canada~~requirements to obtain licenses and/or ~~many~~caps ~~other~~on ~~jurisdictions~~the ~~regarding~~number ~~privacy~~of licensees, restrictions on permitted marketing activities or restrictions on third party service providers to online betting and iGaming operators. In the ~~collection,~~event ~~receipt,~~that ~~storage,~~access ~~processing,~~to ~~handling~~our products is restricted, ~~maintenance~~in whole or in part, ~~transfer~~in one or more jurisdictions, ~~disclosure~~we ~~and~~are ~~protection~~required ofto ~~such~~or ~~personal~~elect ~~and~~to make changes to our operations, or other ~~data~~restrictions are imposed on our products, ~~which~~it may ~~require~~become commercially undesirable or impractical for us to provide ~~individuals~~certain ~~with~~products ~~certain~~or ~~notices~~services in these jurisdictions, our returns from such jurisdictions may be reduced and ~~rights~~a ~~with~~reduction ~~respect~~of the scope of our services to ~~such~~certain ~~individuals’~~jurisdictions ~~personal~~or ~~data~~withdrawing from certain jurisdictions entirely may result, ~~maintain~~with ~~reasonable~~a ~~and~~consequent ~~appropriate~~financial ~~data~~loss ~~security~~arising ~~standards~~from ~~and~~the need to ~~provide~~block ~~timely~~access ~~notice~~by customers located in the relevant jurisdictions. For example, we ceased real-money operations in India effective August 2025 to ~~individuals~~comply with the Promotion and~~/or~~ ~~regulators~~Regulation of Online Gaming Bill, which was enacted within an incredibly short time frame and without a consultation process with industry stakeholders. In addition, in certain states in which we operate, the ~~event~~applicable ~~that~~office ~~such~~of ~~personal~~the ~~data~~Attorney isGeneral ~~compromised~~has previously issued an adverse legal opinion regarding DFS. ~~The~~If ~~scope~~any one of ~~such~~those ~~laws~~Attorneys ~~are~~General ~~subject~~decides to ~~differing~~take ~~interpretations~~action ~~and~~on the opinion from their office, we may behave ~~inconsistent~~to ~~between~~withdraw ~~states~~our oroperations ~~countries~~from such state. WeSignificant ~~are~~changes ~~also~~in ~~subject~~our ability to ~~various~~operate ~~industry~~in ~~privacy~~a ~~standards,~~large betting or iGaming market in the ~~terms~~future or a number of ~~our~~smaller ~~own~~betting ~~privacy~~or ~~policies~~iGaming ~~and~~markets ~~privacy-related~~which ~~obligations~~collectively toare ~~third~~material, ~~parties~~could have a material adverse effect on our business, financial condition and results of operations.

~~Privacy~~Legal ~~laws~~uncertainty ~~are increasingly prevalent across the world, with countries implementing strict regulations to protect personal data~~ and ~~safeguard~~inconsistent ~~individuals'~~enforcement rights in the digital age. For example, the GDPR which went into effect on May 25, 2018 has resulted in, and will continue to result in, significant compliance burdens and costs for companies with customers and/or operations in the European Economic Area (“EEA”). The GDPR and national implementing legislation in EEA member states impose a strict data protection compliance regime including obligations concerning the rights of ~~data~~online ~~subjects,~~betting ~~the transfer of personal data out of the European Economic Area, security breach notifications~~ and ~~safeguarding~~iGaming ~~the~~laws ~~security~~could ~~and~~require ~~confidentiality~~us ~~of personal data. Under the GDPR, fines of up~~ to ~~€20~~restrict ~~million~~ or 4%cease ofoperations the annual global revenues, whichever is greater, can be imposed for violations. Data protection supervisory authorities also have extensive powers under the GDPR, including the power to impose a temporary or definitive ban on processing activity. The GDPR also includes a right to compensation for data subjects who have suffered material or non-material damage as a result of an infringement of the GDPR and in certain ~~cases~~jurisdictions, ~~civil~~or ~~litigation~~expose can be brought by non-profit privacy advocacy groups. In addition, EU Directive 2020/1828 on representative actions for the protection of the collective interests of consumers (the Directive on Representative Actions) applied from June 25, 2023, provides the ability for “class action”-type cases to brought by qualified entities in respect of certain GDPR infringements. Liability can attach to us ~~not only for our own non-compliance, but also due~~ to ~~the~~regulatory ~~acts, errors~~ or ~~omissions~~legal ~~of those who process personal data in the course of providing services for us, as the GDPR includes joint and several liability provisions in certain cases~~action.

The regulation and legality of online betting and iGaming and approaches to enforcement vary from jurisdiction to jurisdiction (from open licensing regimes to regimes that impose sanctions or prohibitions) and is subject to uncertainties. In some jurisdictions, the legal framework applicable to our business is unclear, incomplete or subject to interpretation, and in others there is no directly applicable framework or legislation For fiscal 2025, we derived approximately 2% of our revenue from jurisdictions where we do not have a local, territory-specific or point of consumption license because no such framework exists. In many jurisdictions, the legality of online betting and iGaming services is not clear and may be subject to inconsistent interpretation, and enforcement practices. As a result, some or all forms of online betting and iGaming could be determined to be illegal, either when operated within a jurisdiction or when accessed by persons located there.

Table of Contents

~~Regulatory~~Uncertainty ~~guidance,~~may ~~case~~also ~~law~~arise ~~and~~regarding ~~enforcement~~where ~~activity~~online ~~concerning~~betting ~~data protection regulatory standards in the European Economic Area are increasing~~ and ~~further~~iGaming ~~changes~~activities are ~~likely~~deemed to occur ~~that will further enhance the data protection rights of individuals~~ and have a commensurate impact upon our ability to process personal data in a manner that maximizes its commercial value. For example, while the European Commission issued an adequacy decision regarding transfers of personal information from the European Economic Area to the United States pursuant to the EU-U.S. Data Privacy Framework, there remains complexity and uncertainty regarding such transfers to the United States and other jurisdictions, which ~~could~~authorities ~~lead~~have tojurisdiction ~~additional~~over costs, complaints, and/or regulatory investigations or fines, and/or if we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our services or the geographical location or segregation of our relevant systems and operations, and could adversely affect our financial resultsthem.

~~Further,~~Our ~~the~~determination UKof ~~GDPR~~whether ~~came~~to ~~into~~permit ~~effect~~customers onin ~~January~~a 1,given ~~2021,~~jurisdiction ~~and,~~to ~~together~~access ~~with~~our ~~the~~products ~~amended~~or UKto ~~Data~~engage ~~Protection Act 2018, retains the GDPR~~ in UKmarketing ~~national~~and ~~law~~customer ~~following~~contact ~~the~~is ~~United~~based ~~Kingdom’s~~on ~~withdrawal~~our ~~from~~interpretation ~~the European Union Brexit. The UK GDPR mirrors the fines under the GDPR (up to £17.5 million or 4%~~ of ~~the~~applicable ~~annual global revenues~~laws, ~~whichever~~licensing isrequirements ~~greater). The relationship between the United Kingdom~~ and ~~the~~regulatory ~~European~~enforcement ~~Union~~practices, inincluding ~~relation~~their topotential ~~certain~~extraterritorial ~~aspects~~application. ofIf ~~data~~this ~~protection~~determination ~~law remains uncertain, and it~~ is ~~unclear~~incorrect ~~how~~or UKlater ~~data~~challenged, ~~protection~~we ~~laws~~could ~~and~~be ~~regulations~~subject ~~will develop in the medium-~~to~~-longer~~ ~~term~~regulatory ~~and~~or ~~how~~legal ~~data~~action, ~~transfers to and from the United Kingdom will~~ be ~~regulated~~required ~~in the long term. Compliance with the GDPR and the UK GDPR may require us~~ to ~~modify~~restrict ~~our~~or ~~data~~cease ~~processing~~operations ~~practices~~in ~~and~~that ~~policies~~jurisdiction, ~~and~~or incur ~~compliance-related~~significant costs, ~~and~~which ~~expenses~~could ~~and~~materially ~~these~~adversely ~~changes~~affect ~~may~~our ~~lead~~business, tofinancial ~~other~~condition ~~additional costs~~ and ~~increase~~results ~~our~~of ~~overall risk exposure~~operations.

In ~~the United States~~addition, ~~since~~regulators ~~California~~or ~~passed~~prosecutors ~~the California Consumer Privacy Act~~ in ~~2018,~~jurisdictions ~~seventeen~~where ~~additional~~we ~~U.S.~~provide ~~states~~online ~~have~~betting ~~enacted~~or ~~comprehensive~~iGaming ~~privacy~~services ~~legislation. The~~without ~~result is~~ a ~~complex~~local ~~and~~license ~~onerous~~or ~~patchwork~~pursuant ofto ~~inconsistent~~a ~~legal~~multi-jurisdictional ~~obligations~~license, ~~with~~may ~~nuances~~take ~~across~~legal ~~states~~action in ~~terminology~~respect ~~and~~of ~~definitions.~~our Itoperations ~~largely~~in ~~remains~~that ~~unclear~~jurisdiction ~~how these laws will be interpreted~~ and ~~enforced,~~any ~~and~~defense inwe ~~California,~~raise ~~certain~~may ~~implementing~~not ~~regulations have yet to~~ be ~~finalized~~successful. ~~These~~Actions ~~laws~~that may ~~require~~be ~~substantial~~taken ~~modifications~~include totermination ~~in-scope~~of ~~companies’~~our ~~data~~operations, ~~processing~~criminal ~~practices~~sanctions and ~~policies~~penalties, ~~impose~~as ~~compliance-related~~well ~~costs~~as civil and ~~expenses~~administrative toenforcement ~~provide updated notices~~actions, ~~conduct privacy impact assessments~~fines, ~~and~~excessive ~~fulfill privacy rights requests~~taxation, ~~and~~asset ~~we may be required to negotiate or renegotiate contractual obligations with third-parties. Such laws will restrict processing activities~~seizures, ~~likely~~as ~~limiting~~well ~~our~~as ~~ability~~payment toblocks ~~market to customers~~ and~~/or~~ ~~increasing~~ISP ~~operational and compliance costs~~blacklisting. ~~The~~Even ~~introduction~~if ofsuch ~~new~~claims orcould ~~updated~~be ~~data~~successfully ~~protection~~defended, ~~laws~~the orprocess ~~regulations~~may inresult ~~jurisdictions~~ in ~~which~~a weloss ~~currently~~of ~~operate~~reputation, ~~including~~potential inloss ~~Canada~~of revenue and ~~Brazil,~~diversion ~~may~~of ~~modify~~management ~~our~~resources ~~data processing activities~~ and~~/or~~ ~~increases our operational and compliance costs~~time, which could have a material adverse effect on our business, financial condition and results of operations. In addition, the FTC and many state attorneys general are interpreting federal and state consumer protection laws to impose standards for the online collection, use, dissemination, and security of data. Finally, there has been a significant increase in privacy litigation related to cookies, pixels, and other common analytics technologies. Plaintiffs claim that personal data is collected and/or shared with third parties without the requisite user consent under laws such as the California Invasion of Privacy Act or the federal Video Privacy Protection Act. Should these legal theories succeed in the courts, we could see material adverse effects on our business or financial condition as costs to defend and/or settle litigation increase.

The ~~myriad~~successful ~~international~~execution ~~and~~of ~~U.S.~~our ~~privacy~~growth ~~and data breach laws are not consistent~~strategy, ~~and~~particularly ~~states~~with ~~frequently~~respect ~~amend~~to ~~existing~~our ~~laws~~U.S. orbusiness, ~~promulgate~~depends ~~new~~on ~~privacy~~our ~~regulations~~ability ~~under existing statutory authority, requiring attention~~ to ~~changing~~expand ~~regulatory~~our ~~requirements.~~provision Inof ~~addition~~online tobetting ~~government~~and ~~regulation,~~iGaming ~~privacy~~services ~~advocates~~into new and ~~industry~~existing ~~groups~~jurisdictions ~~have~~ and ~~may~~markets inwhere the ~~future propose self-~~regulatory ~~standards~~status ~~from~~of ~~time~~the toprovision ~~time.~~of ~~These~~such ~~and~~services ~~other~~has ~~industry~~been ~~standards~~clarified ~~may legally~~ or ~~contractually apply to us, or we may elect to comply with such standards~~liberalized.

WeOur ~~cannot~~ability ~~yet~~to ~~determine~~achieve ~~the~~growth ~~impact~~in ~~future~~our ~~laws,~~online ~~regulations~~betting and ~~standards~~iGaming ~~may~~business, ~~have~~particularly onwith respect to our ~~business~~U.S. ~~For~~business, ~~instance~~will depend, in ~~addition~~large topart, ~~the~~upon ~~variety~~whether ofand ~~existing~~on ~~laws~~what ~~and~~terms ~~regulations~~online ~~governing~~betting ~~our~~and ~~use~~iGaming ofare ~~personal~~permitted ~~data,~~in ~~there~~new ~~are~~jurisdictions, athe ~~wide~~scope ~~variety~~and timing of ~~other~~applicable ~~laws~~regulations ~~which~~and ~~are~~our ~~currently~~ability ~~being~~to ~~enacted~~obtain orand ~~under~~maintain ~~development~~required ~~and~~licenses. Certain jurisdictions in which ~~may~~laws ~~have~~currently aprohibit ~~material~~or ~~impact~~restrict ononline ~~whether,~~betting and ~~how,~~iGaming weor ~~can~~the ~~operate~~marketing ~~our~~of ~~online~~those services, inor ~~certain~~protect ~~jurisdictions.~~monopoly ~~For~~providers ~~example,~~of ~~the~~betting ~~Digital~~and ~~Services~~iGaming ~~Act~~services, ~~came~~may ~~into~~not ~~full~~implement ~~effect~~or indelay ~~the~~implementing ~~European~~changes ~~Union~~to inopen ~~February~~their ~~2024~~markets, ~~resulting~~restricting inour ~~changes~~ability to ~~the~~expand ~~regulation~~our provision of online ~~content~~betting ~~that~~and isiGaming ~~deemed~~services. toIf besuch ~~illegal~~regulatory orchanges ~~harmful.~~are ~~Similarly~~delayed, ~~the~~limited AIor ~~Act~~do ~~will~~not ~~have~~occur, ~~implications~~our ~~for~~ability ~~how~~to AIgrow ~~technology is used~~ in ~~our~~these ~~business~~markets ~~and~~could ~~across~~be ~~the~~materially ~~industry generally~~restricted.

In particular, our ability to further expand our online sports betting and iGaming operations in the United States is dependent on the adoption of state statutes permitting such activities, as well as our ability to obtain the necessary licenses to operate in U.S. jurisdictions where such services are legalized. The failure of state legislators to implement a regulatory framework for providing online sports betting and iGaming services in their jurisdictions in a timely manner, or at all, may prevent, restrict or delay our accessing such markets.

Even where licensing regimes are introduced in certain markets, there is no guarantee that we will be successful in obtaining a license to operate in such markets. In particular, under some jurisdictions’ sports betting and iGaming laws, particularly in certain U.S. states, online sports betting and/or iGaming licenses are tethered to a limited number of eligible businesses, such as land-based casinos, tribes, professional sports franchises and arenas and horse racing tracks, each of which is entitled to a skin or multiple skins under that state’s law. Because the number of skins or direct licenses offered by a jurisdiction may be limited, if we cannot establish, renew or manage our market access relationships in the jurisdictions in which they are required or successfully obtain licenses through the competitive direct license process in other jurisdictions, we would not be allowed to operate in those jurisdictions until we enter into new relationships, which could be at a significantly higher cost if at all. As a result, our business, financial condition and results of operations could be materially and adversely affected.

Furthermore, even if we are successful in obtaining a license, any such license may be subject to onerous licensing requirements, together with sanctions for breach thereof and/or taxation liabilities that may make the market unattractive to us or limit our ability to offer or market certain of our products. In addition, a license may require us to offer our products in partnership or cooperation with a local market participant, thereby exposing us to the risk of poor or non-performance by such market participant of its applicable obligations, which could in turn disrupt or restrict our ability to effectively compete and offer one or more of our products in the relevant market. Entry into new products, including prediction markets, could also require us to modify existing licenses, face additional scrutiny from regulators, or in some cases forfeit certain privileges associated with existing gaming licenses. For example, in November 2025, FanDuel voluntarily surrendered its gaming license and registrations, along with all associated approvals, in Nevada in order to pursue its prediction markets offering. Although we intend to cease offering sports-related prediction markets in states that legalize online sports betting, pursuing new products may limit our ability to operate under existing licenses, require us to exit or scale back other lines of business and increase compliance costs and regulatory uncertainty.

Table of Contents

~~Although~~Moreover, we ~~make~~may ~~reasonable~~face ~~efforts~~difficulty toin ~~comply~~competing with ~~all~~providers ~~applicable~~that ~~data~~take ~~protection,~~a AImore ~~and~~aggressive ~~digital~~approach ~~services laws and regulations, our interpretations and such measures may have been or may prove~~ to beregulation ~~insufficient~~than ~~or incorrect. If~~ we ~~fail~~do ~~to adhere to applicable data protection, privacy~~ and ~~digital~~are ~~services~~consequently ~~laws,~~able ~~we may be subject~~ to ~~enforcement~~establish ~~action,~~themselves ~~investigations,~~in ~~fines,~~markets ~~regulatory~~where ~~proceedings~~we ~~and/or~~do ~~civil~~not ~~litigation.~~accept ~~Any~~customers ~~fines, investigations, regulatory proceedings, civil litigation~~ or ~~license~~in ~~revocations~~which orwe ~~refusals~~will ~~arising~~not ~~from a breach of applicable data protection, data security, privacy or digital services laws could have a material adverse effect on our business, financial condition and results of operations~~advertise. If weregulation ~~are~~is ~~held~~liberalized ~~directly responsible for a data security breach,~~ or ifclarified wein ~~are~~such ~~deemed~~jurisdictions ~~to be jointly responsible for a data security~~ or ~~other~~markets ~~data~~such protection breach by one of our service providers, then the resultant losses suffered by us could have a material adverse effect on our business, financial condition and results of operations. There can be no assurance that we ~~would~~are be able to ~~recoup~~begin ~~such~~offering ~~losses, whether in whole or in part, from~~ our ~~service~~products ~~providers~~ or ~~insurers. Additionally, breaches of the GDPR, the CCPA or other applicable data protection or digital~~ services ~~laws could also result~~ in ~~reputational damage to our brands~~them, ~~resulting~~then inwe ~~the~~may ~~loss~~face ofincreased ~~the~~competition ~~goodwill~~from ofthese customers and the potential to deter new and existing customers, or could result in our brands being subject to the revocation of existing licenses and/or the refusal of new applications for licenses. Furthermore, we or our third-party service providers ~~could~~that be required to fundamentally change our business activities and practices or modify our products and services to comply with existing and future data privacy and digital services laws and regulations, which could be costly, time-consuming and have anestablished ~~adverse~~themselves ~~effect~~prior ~~on our or our third-party service providers’ business, results of operations or financial condition. Any of the foregoing could result in additional cost and liability~~ to ~~us, damage~~ our ~~reputation, inhibit sales, and adversely affect our business, results of operations or financial condition~~entry.

WeWhile ~~depend~~clarification onand ~~third-party~~liberalization ~~providers~~of the regulation of online betting and ~~other~~iGaming ~~suppliers~~in ~~for~~certain jurisdictions and markets, particularly in the United States, may provide us with growth opportunities, successful expansion into each potential new jurisdiction or market will present us with its own complexities and challenges and is dependent on a number of ~~products~~factors ~~(including~~that ~~data~~are beyond our control. Efforts to access a new jurisdiction or market may require us to incur significant costs, such as capital, marketing, legal and ~~content)~~other costs, as well as the commitment of significant senior management time and ~~services~~resources. Furthermore, notwithstanding our efforts to access a new jurisdiction or market, our ability to successfully enter such jurisdictions or markets may be affected by future developments in state/regional, national and/or supranational policy and regulation, limitations on market access, competition from third parties and other factors that we are ~~important~~unable to ~~our~~predict ~~business~~or control. AnAdditionally, ~~interruption~~the complexity arising from multiple state/regional regulatory regimes, ~~cessation~~particularly orwithin ~~material~~the ~~change~~United ofStates where gaming is largely regulated at the ~~terms~~state level, may result in operational, legal and administrative costs for us, particularly in the ~~provision~~short ofterm, anand ~~important~~may ~~product~~be further exacerbated by new or ~~service~~evolving ~~supplied~~regulatory byframeworks ~~any~~applicable ~~third~~to ~~party~~prediction markets, which could ~~have~~impose additional compliance obligations. As a ~~material~~result, ~~adverse~~there ~~effect~~can onbe no assurance that we will be successful in expanding our ~~business,~~service ~~financial~~and ~~condition~~product offerings into such jurisdictions or markets or that our service and ~~results~~product ofofferings ~~operations~~in such jurisdictions or markets will grow at expected rates or be successful in the long term.

~~Our~~Changes ~~business,~~in ITtaxation ~~systems and platforms depend on a variety of services from third parties~~laws, ~~such~~regulations ~~as telecommunications, data, content, advertising, technology, hosting, banking~~ and ~~other~~interpretations ~~service~~could ~~providers,~~materially ~~certain~~increase ofour ~~which~~tax ~~may be the sole supplier of such services. If there is any interruption to~~liabilities, orreduce ~~cessation~~customer ~~of,~~demand ~~the~~for ~~products~~our ~~or services provided by these software and payment providers, including due to their own lack of liquidity or insolvency, any material change to the terms on which such~~ products ~~or services are currently provided~~, ~~their~~and ~~products~~adversely oraffect ~~services are not as scalable as anticipated or at all, or if there are problems in upgrading such products or services, this could have a material adverse effect on~~ our business, financial condition and results of operations~~, and we may be unable to find adequate replacement services on a timely basis or at all and/or at a reasonable price~~.

We ~~increasingly~~operate ~~rely~~a onglobal ~~licenses~~business ~~with~~subject ~~third parties~~ to ~~access~~increasingly ~~certain~~complex ~~data~~and ~~used~~evolving intax ~~our~~policies ~~business,~~ and weregulations ~~depend~~across onmultiple ~~third-party~~jurisdictions. ~~suppliers~~Changes ~~for~~in ~~data~~tax ~~and~~regimes ~~content,~~or ~~including~~the ~~data~~interpretation ~~received~~of ~~from~~existing ~~sporting~~tax ~~bodies and various data partners~~rules, ~~that~~including isincreases ~~used~~ in ~~the~~tax ~~supply~~rates, ofexpansion ~~our products and services. Some~~ of ~~this~~tax ~~data~~bases ~~is provided exclusively by particular suppliers and may not be obtainable from other suppliers. If these third parties were to discontinue providing products~~ or ~~services to us for any reason or fail to provide~~ the ~~agreed~~introduction ~~type~~ of ~~service~~new levies, weduties, ~~may~~change ~~experience~~or ~~significant~~taxes ~~disruptions~~on tobetting ~~our business. The general trend toward consolidation in the data~~ and ~~content~~gaming ~~industry~~services ~~may~~or ~~increase~~winnings ~~the~~(for ~~risk~~both ~~that~~operators ~~data~~ and ~~content products or services may not be available to us in the future~~customers), orcould ~~may~~have ~~only~~a bematerial ~~available~~adverse toeffect uson atour ~~increased cost. In addition~~business, infinancial ~~the~~condition ~~future,~~and ~~our~~results ~~data~~of ~~suppliers could enter into exclusive contracts with our competitors without our knowledge~~operations.

InThe ~~particular,~~betting weand ~~depend~~gaming onindustry ~~payment~~has been, and ~~multi-currency~~is ~~processing~~expected ~~providers~~to continue to ~~facilitate~~be, the ~~movement~~focus of ~~funds~~frequent ~~between~~regulatory uschanges and ~~our~~the ~~customers~~introduction ~~and~~of ~~any~~new ~~deterioration~~taxes inor ~~the~~levies. ~~quality~~See also “Item 1A. Risk Factors—Uncertain and evolving interpretations of ~~the~~tax ~~payment~~laws ~~processing~~for ~~services~~online webetting, ~~use~~iGaming and adjacent products may expose us to disproportionate liability.” For example, ~~any~~the ~~interruption~~November 2025 UK budget announced significant increases to ~~those~~remote ~~services~~gaming taxes, ~~any~~including an increase in the ~~cost~~tax ofrate ~~such~~on ~~services~~online oriGaming ~~any~~from ~~reduction~~21% into 40% effective from April 2026, and online sports betting (ex-horseracing) from 15% to 25% effective from April 2027. In the ~~availability~~United ofStates, ~~such~~the ~~services~~federal government and individual U.S. States continue to refine and expand their regulatory and taxation frameworks for online gaming and betting. For example, ~~iGaming~~Illinois imposed a progressive tax on sports betting revenue (up to 40%) from July 2024 and ~~iCasino~~per-wager ~~providers~~fee ~~could~~from ~~have~~July 2025, which has contributed to a ~~material~~decline ~~adverse~~in ~~effect~~legal onbetting ~~our~~volume. ~~ability~~Certain tomunicipalities ~~accept~~have ~~customers’~~also ~~funds~~proposed oradditional ~~significantly~~local ~~increase~~taxes on online wagering, which if the ~~costs~~subject of ~~doing~~widespread ~~so.~~adoption, ~~See~~could ~~“—Financial~~materially and ~~Banking~~adversely ~~Risks~~affect ~~Relating~~our tobusiness, ~~Our~~financial ~~Operations—We~~condition ~~depend~~and onresults ~~the~~of ~~ongoing~~operation. ~~support~~The adoption of ~~payment~~substantial ~~processors~~new ~~and~~or ~~international~~increased ~~multi-currency~~taxes ~~transfer~~could ~~systems~~materially increase our costs, reduce customer activity, constrain U.”S. growth plans and adversely affect our business.

~~There~~ isWe aalso ~~risk~~operate ~~that~~in ifjurisdictions ~~contracts~~where ~~with~~betting ~~any~~and ofgaming ~~the~~winnings ~~third~~are ~~parties~~currently ~~referred~~not subject to ~~above~~income tax or are ~~terminated~~taxed ~~and~~at ~~not~~low ~~renewed~~rates. orIf ~~replaced,~~these orjurisdictions ~~not~~were ~~renewed~~to orbegin ~~replaced~~to onlevy ~~favorable~~taxes ~~terms,~~(for oreither ifthe ~~such~~player ~~third~~to ~~parties~~declare door ~~not~~operator ~~provide~~to ~~the~~withhold) ~~level~~or ofincrease ~~support~~the ~~(in~~existing ~~terms~~tax ofrates ~~updates~~on winnings, betting and ~~technical~~gaming ~~assistance)~~might ~~required~~become asless weattractive ~~grow~~for customers in those jurisdictions, ~~this~~which ~~will~~could have a ~~materially~~material adverse effect on our ~~operations~~business, ~~and~~financial ~~may~~condition ~~materially~~and ~~increase~~results ~~our costs~~ of ~~sales~~operations.

In addition to specific taxes, duties and levies on the provision of betting and gaming services and related activities, we are also subject to direct and indirect taxes that apply generally to businesses operating in relevant jurisdictions. For example, certain jurisdictions in which we operate have implemented, or are expected to implement, Pillar One of the OECD’s Base Erosion and Profit Shifting (BEPS) 2.0 project. Pillar One would allocate taxing rights based on digital presence rather than physical presence and could increase the Group’s effective tax rate and subject us to taxation in jurisdictions where we are not currently taxable. Further, until an agreement on Pillar One is reached, some jurisdictions have imposed digital services taxes (“DSTs”) on certain digital business models, including online betting and gaming. The interpretation and implementation of Pillar One and DSTs, particularly if applied inconsistently across jurisdictions, could materially increase our tax liability and have a material adverse effect on our business, financial condition and results of operations.

Uncertain and evolving interpretations of tax laws for online betting, iGaming and adjacent products may expose us to disproportionate liability.

Table of Contents

InWe ~~addition, we~~ are ~~dependent~~subject ~~upon~~to ~~the~~periodic ~~third-party~~review ~~suppliers~~and ~~referred~~audit toby ~~above~~domestic ~~defending~~and ~~any~~foreign ~~challenges~~tax ~~to their intellectual property~~authorities. ~~Any~~Although ~~litigation~~we believe that ~~arises~~our astax apositions ~~result~~are ofreasonable ~~such~~and aappropriate, ~~challenge~~tax ~~could~~authorities have ain ~~material~~the ~~adverse~~past ~~effect on our business, financial condition~~ and ~~results~~may ofin ~~operations~~the ~~and,~~future ~~even~~disagree ifwith ~~legal~~certain ~~actions~~positions ~~were~~we ~~successfully~~have ~~defended,~~taken ~~disrupt~~or ~~our~~that ~~business~~we inwill ~~the interim~~take, ~~divert management attention~~ and ~~result~~any inadverse ~~our~~outcome ~~incurring significant costs and expenses. The failure~~ of ~~third~~such ~~parties~~a toreview ~~adequately~~or ~~protect~~audit, ~~the~~or ~~intellectual~~change ~~property~~in ~~rights~~interpretation onof ~~which~~applicable wetax ~~rely~~regulation, could ~~harm~~materially ~~our~~adversely ~~reputation and~~ affect our ~~ability~~business, tofinancial ~~compete~~condition ~~effectively~~and results of operations.

For example, the Office of the Chief Counsel of the U.S. Internal Revenue Service (the “IRS”) issued on August 7, 2020, a Generic Legal Advice Memorandum (“GLAM”) expressing the view that fantasy sports entry fees are wagers. If applied, fantasy sports entry fees would no longer be considered non-taxable entry fees into games of skill and would become subject to an excise tax ranging from 0.25% to 2% per entry fee, depending on whether such entry fee is authorized under applicable state law. Additionally, for certain winning customers, we ~~are~~would ~~unable~~be required to ~~protect~~deliver orIRS ~~enforce~~Form W-2G instead of IRS Form 1099, which would require significant changes to our ~~rights~~operational processes and could result in ~~our~~additional ~~proprietary~~tax ~~technology~~assessments, ~~brands~~including assessments arising from any failure to timely or ~~other~~accurately ~~intellectual~~provide ~~property~~IRS Forms W-2G. Consistent with the GLAM, the IRS subsequently assessed the federal wagering excise tax, at the 0.25% rate, on DFS entry fees received from 2015-2021. FanDuel disputes the assessment, has challenged it administratively and, if necessary, intends to challenge it in court. To date, the U.S. Department of Treasury has not issued further non-regulatory guidance, and the IRS Office of the Chief Counsel has not issued a subsequent memorandum on the subject or a related assessment nor agreed to dis-apply the GLAM to us. If fantasy sports entry fees become subject to the excise tax, we are required to deliver to the IRS Form W-2G for certain winning customers, or the IRS issues further assessments and penalties for past treatment of DFS contests or other of our ~~competitive~~products ~~advantage~~as non-wagering games of skill, it could have a material adverse effect on our business, financial condition and results of operations ~~could be harmed~~.

~~Maintenance~~Furthermore, India’s Directorate General of ~~intellectual~~Goods ~~property~~& ~~rights~~Services ~~and~~Tax (the ~~protection~~“DGGI”) ~~thereof~~ is ~~important~~investigating tothe ~~our~~historical ~~business.~~characterization ~~We rely on a combination~~ of ~~patent,~~products ~~copyright,~~such ~~trademark~~as ~~and trade secret laws~~rummy, ~~confidentiality~~fantasy ~~agreements~~games and ~~other~~poker ~~contractual~~as ~~arrangements~~‘games ~~with~~of ~~our~~skill’ ~~affiliates,~~(subject ~~clients, customers, employees, service providers, strategic partners and others~~ to ~~protect~~tax ~~our~~of ~~intellectual~~18% ~~property.~~on ~~Our~~player ~~patent~~commission) orrather ~~trademark~~than ~~applications~~‘games ~~may~~of ~~not~~chance’ be(subject ~~approved,~~to ~~any~~28% ~~patents~~tax oron ~~trademark~~player ~~registrations~~stakes). ~~that~~The ~~may~~DGGI behas issued notices to usmultiple ~~may~~online ~~not~~gaming ~~sufficiently~~businesses ~~protect~~alleging ~~our~~historical ~~intellectual~~underpayment ~~property, and any~~ of ~~our issued patents~~GST, ~~trademark~~including ~~registrations~~to orJunglee ~~other~~and ~~intellectual~~PokerStars ~~property rights may be challenged~~India, ~~misappropriated,~~for ~~infringed,~~a ortotal ~~otherwise~~amount ~~violated~~of by₹198.5 ~~third~~billion ~~parties~~($2.2 Webillion). ~~cannot~~While ~~confirm that~~ we ~~have~~believe ~~entered into confidentiality or other agreements with each party that has or may have had access to~~ our ~~proprietary~~historical ~~information~~GST ortreatment ~~trade~~is ~~secrets and~~appropriate, ~~even~~the ifproceedings ~~entered~~remain ~~into~~unresolved, ~~these agreements may otherwise fail to effectively prevent disclosure of proprietary information, may be limited as to their term~~ and ~~may not provide~~ an ~~adequate~~adverse ~~remedy~~outcome incould ~~the event of unauthorized disclosure or use of proprietary information. Any of these scenarios may~~ result in ~~restrictions~~significant onadditional ~~our~~GST ~~use of~~liabilities, ~~or inability to enforce, our intellectual property,~~ which ~~may~~would inmaterially ~~turn~~affect ~~limit the conduct of~~ our business. Other parties may independently develop similar or competing technology or design around any patents that may be issued to us. We cannot be certain that the steps we have taken will prevent infringement, ~~misappropriation~~financial orcondition ~~other~~and ~~violations~~results of ~~our intellectual property rights, particularly in countries where the laws may not protect our proprietary rights as fully as the protection provided in the United States~~operations. ~~Effective~~See ~~trademark~~Note ~~protection~~21 ~~may~~“Commitments ~~not be available or may not be sought in every country in which our products are made available, in every class of goods~~ and ~~services~~Contingencies” in ~~which we operate, and contractual disputes may affect~~ the ~~use~~audited offinancial ~~marks~~statements ~~governed~~included ~~by contract. Further, we may be required to enforce our intellectual property or other proprietary rights through litigation or other proceedings, which, regardless of success, could result~~ in ~~substantial~~this ~~costs~~Annual ~~and diversion of management’s attention and other resources~~Report.

In addition, economic and political pressures to increase tax revenue in various jurisdictions may make resolving tax disputes favorably more difficult. We ~~cannot~~are besubject to tax audits in certain ~~that~~jurisdictions, ~~our~~including ~~products~~the UK, Italy, India, the United States and ~~our~~Australia. ~~business~~The dofinal ~~not~~resolution of those audits, orand ~~will~~other ~~not~~audits or litigation, ~~infringe~~may differ from the ~~intellectual~~amounts ~~property~~recorded ~~rights~~in ofour ~~third~~consolidated ~~parties,~~financial ~~who~~statements included herein and may ~~assert~~materially ~~claims~~affect ~~against~~our usconsolidated ~~for~~financial ~~unauthorized~~statements ~~use~~in ofthe ~~such~~period ~~rights~~or periods in which that determination is made.

We ~~cannot~~also bepay ~~certain that our products and our business do not, or will not, infringe the intellectual property rights of third parties. Third parties may assert claims against us, or our third~~Value-~~party~~Added ~~licensors~~Tax, ~~alleging~~Goods that we are infringing, misappropriating or otherwise violating their intellectual property rights. Litigation or other legal proceedings relating to intellectual property claims, regardless of merit, may cause us to incur significant expenses and ~~could~~Services ~~distract our technical and management personnel from their normal responsibilities. In addition~~Tax, ~~the outcome of litigation is uncertain and third parties asserting claims could secure a judgment awarding substantial damages, as well as injunctive~~ or other ~~equitable~~similar ~~relief~~taxes ~~against us~~(collectively, ~~which~~“VAT”) ~~could require us to redesign or reengineer our product offerings, and/or effectively block our ability to make, use, sell, distribute or market our products. In addition, even~~ in ~~instances~~territories where we ~~believe~~have ~~that~~determined claims and allegations of intellectual property infringement against us are without merit, the damages or other remedies awarded, if any, may not be commercially meaningful. Regardless of whether any such proceedings are resolved in our favor, such proceedings could cause us to incur significant expenses and could distract our personnel from their normal responsibilities. In the event that ait ~~claim relating to intellectual property~~ is asserted against us or our third-party licensors, or third parties not affiliated with us hold pending or issued patents that relate to our products or technology, we may seek licenses to such intellectual property or challenge those patentsapplicable. ~~Even~~Due ~~if we were able~~ to ~~obtain a license, it could be non-exclusive, thereby giving our competitors and other third parties access to~~ the ~~same~~uncertainty ~~technologies licensed to us. In addition, we may be unable to obtain these licenses on commercially reasonable terms, if at all, and our challenge~~ of ~~third party patents may be unsuccessful. If we are unable to obtain~~ the ~~necessary~~application ~~licenses or other rights, we may be forced to acquire or develop alternate technology, which may require significant time and effort and may be~~ of ~~lower~~VAT ~~quality~~law ~~or performance standards. This would limit and delay our ability~~ to ~~provide new or competing product offerings and increase~~ our ~~costs.~~services, Ifthere ~~alternate~~could ~~technology cannot~~ be ~~obtained~~additional orterritories ~~developed,~~where welocal ~~may~~authorities ~~not~~consider beVAT ~~able~~ to ~~offer certain functionality as part of our product offerings~~apply, which could ~~materially~~have ~~and~~a ~~adversely~~material ~~affect~~adverse ~~our~~impact ~~business,~~on ~~financial~~our ~~condition~~tax ~~and results of operations~~burden.

Social responsibility concerns and public opinion regarding responsible gambling and related matters could significantly influence the regulation of online betting and iGaming and impose new responsible gaming requirements, could result in investigations and litigation, and may adversely impact our reputation.

We have faced, and will likely continue to face, increased scrutiny related to responsible gaming, and the value of our brand may be materially and adversely affected if we fail to uphold the highest standards in this area. While we have implemented responsible gambling measures designed to protect our customers, if the perception develops that we or the betting and gaming industry as a whole are failing to adequately protect vulnerable players, restrictions on the provision of betting and gaming services may be imposed on us, we may become the subject of investigations and litigation, and we may suffer harm to our reputation.

Public opinion can significantly influence the regulation of online betting and iGaming. A further negative shift in the perception of online betting and iGaming by the public or by politicians, lobbyists or others could affect future legislation or regulation in different jurisdictions. Among other things, such a shift could cause jurisdictions to abandon proposals to legalize or liberalize online betting and iGaming, thereby limiting the number of new jurisdictions into which we could expand. Increasingly negative public perception could also lead to new restrictions on, or to the prohibition of online betting and iGaming in, jurisdictions in which we currently, or may in the future, operate.

Table of Contents

~~Our~~Furthermore, ~~systems~~publicity about problem gambling and ~~controls~~other toproblems, ~~restrict~~even ~~access~~if tonot directly or indirectly connected with us or our products, may ~~not~~adversely beimpact ~~adequate~~our reputation and the willingness of the public to participate in betting and gaming or a particular form of betting and gaming. Any harm to our reputation could impact employee engagement and retention, the willingness of customers and our partners to do business with us, and current and potential investors to invest in us, and regulatory oversight and approval of our business offerings, any of which could have a materially adverse effect on our business, financial condition and results of operations.

We ~~rely~~operate ~~on technological systems and controls to block customers~~ in ~~certain~~a ~~jurisdictions~~heavily ~~from~~regulated ~~accessing~~environment, ~~our services. These systems~~ and ~~controls~~any ~~are~~failure ~~intended~~ to ~~ensure~~comply ~~that~~with weregulatory dorequirements ~~not accept money from customers located~~ in ~~those jurisdictions where we have made~~ a ~~decision~~particular ~~not to offer our products and services in that~~ jurisdiction. ~~The~~can ~~blocking~~lead ofto ~~access~~enforcement ofaction ~~customers~~by inrelevant ~~certain~~regulators, ~~jurisdictions~~fines ~~may~~and ~~arise~~revocation ~~either~~or assuspension ~~a result~~ of ~~specific requirements imposed on us as a result of our holding certain~~ licenses ~~or on the basis of a lack of adequate justification that offering betting and iGaming services to customers resident~~ in ~~such~~those ~~a jurisdiction would not infringe the law of the jurisdiction in which the relevant customer is located~~jurisdictions.

~~Where~~We ~~blocking~~operate ~~obligations~~in ~~are~~a ~~currently~~heavily ~~imposed~~regulated byenvironment, ~~governmental~~and ~~licensing~~non-compliance ~~requirements,~~with ~~there~~any isof athe ~~risk~~various ~~that~~laws ~~the~~and ~~relevant~~regulations ~~regulators~~applicable to betting and iGaming could ~~require~~expose us to ~~block~~claims, ~~customers~~proceedings, ~~resident~~litigation inand ~~specific~~investigations ~~additional~~by ~~jurisdictions~~private parties and regulatory authorities, as well as substantial fines and negative publicity, each of which may materially and adversely affect our business. Fines have previously been levied against us, particularly in the ~~future.~~United ~~Where~~Kingdom ~~this~~and ~~occurs~~United States, including a significant fine by the UKGC and certain other fines by relevant U.S. regulators, and it is likely that such enforcement initiatives will not only continue but could ~~have~~also apotentially ~~material~~increase ~~adverse~~in ~~effect~~frequency onand scope. For example, one of our ~~business~~competitors was fined £10 million in 2025 and another competitor was fined a record £19.2 million in 2023 by the UK government for failures to comply with the UK Gambling Act, ~~financial~~particularly ~~condition~~regarding social responsibility and ~~results~~anti-money oflaundering ~~operations~~(“AML”) rules.

In addition, ~~the~~to ~~technical~~fines ~~systems~~ and ~~controls~~other ~~that~~financial wepenalties, ~~have~~the ~~adopted~~consequences ~~could~~of ~~fail~~such orenforcement ~~otherwise~~action becould ~~found~~include toa berevocation ~~inadequate,~~of ~~either~~the ~~currently,~~relevant asentity’s license, a ~~result~~suspension of ~~future~~that ~~technological~~license ~~developments~~ and/or asthe aimposition ~~result~~ of ~~customers~~certain inadverse ~~restricted~~licensing ~~jurisdictions~~conditions. ~~seeking~~The ~~workarounds~~loss toof ~~the~~a ~~relevant~~gaming ~~systems~~license ~~and~~in ~~controls.~~one ~~This~~jurisdiction ~~may~~could ~~result~~trigger inthe ~~violations~~loss of ~~applicable~~a ~~laws~~gaming license or ~~regulations.~~affect ~~Any~~our ~~claims~~eligibility for such a license in ~~respect~~another ofjurisdiction, and any of such ~~violations~~losses, ~~could~~or ~~have~~potential ~~cost,~~for ~~resource~~such ~~and~~loss, ~~reputational~~could ~~implications,~~cause asus ~~well~~to ascease ~~implications~~offering onsome ~~our~~or ~~ability~~all toof ~~retain,~~our ~~renew~~services or ~~expand~~products ~~our~~in ~~portfolio~~the ofrelevant ~~licenses~~jurisdictions.

~~Our~~If ~~business~~regulatory ~~model~~enforcement ~~depends~~proceedings ~~upon~~are ~~the~~brought ~~continued~~against ~~compatibility~~us, ~~between~~there ~~our~~is ~~applications~~an ~~and~~increased ~~the~~risk ~~major~~that ~~mobile~~third ~~operating~~parties, ~~systems~~including ~~and~~but ~~upon~~not ~~third-party~~limited ~~platforms~~to ~~for~~customers ~~the~~and ~~distribution~~third ofparty ~~our~~service ~~product~~providers, ~~offerings.~~could Ifcommence ~~third-party~~litigation ~~platforms~~against ~~prevent~~us, ~~customers~~particularly ~~from~~where ~~downloading~~such ~~our~~regulatory ~~applications~~enforcement orproceedings ~~block~~have ~~advertising~~been ~~from~~successful, ~~being~~resulting ~~delivered~~in reputational damage to our ~~customers,~~brands. ~~our~~The ~~ability~~loss toof ~~grow~~goodwill ~~our~~may ~~revenue,~~deter ~~profitability~~new and ~~prospects~~existing ~~may~~customers beand/or ~~materially~~third party service providers and ~~adversely~~negatively ~~affected~~impact our operating results.

~~The~~Governmental ~~majority~~reviews ~~of our customers access our product offerings primarily on mobile devices,~~ and we believe that this will continue to be increasingly important to our long-term success. Our business model depends upon the continued compatibility and interoperability between our applications and the major mobile operating systems. Third parties with whom we do not have any formal relationships control the design of mobile devices and operating systems. These parties frequently introduce new devices, and from time to time they may introduce new operating systems /or ~~modify existing ones, either of which may require us to make~~ significant regulatory changes toin our ~~product~~key ~~offerings~~markets incould ~~order~~have toa ~~ensure~~material ~~compatibility.~~adverse ~~Network~~effect ~~carriers may also impact the ability to download applications or access specified content~~ on ~~mobile~~our ~~devices~~business, ~~and~~financial ~~there~~condition isand noresults ~~guarantee~~of ~~that popular mobile devices will start or continue to support or feature our product offerings~~operations.

InFrom ~~addition,~~time weto ~~rely~~time, ~~upon~~governments ~~third-party~~and/or ~~platforms~~regulators ~~for~~in ~~distribution of~~ our ~~product~~key ~~offerings.~~markets ~~Our~~have ~~online~~undertaken, ~~product offerings are delivered as free applications through third-party platforms~~ and ~~are~~may ~~also~~in ~~accessible via mobile and traditional websites. Third-party application distribution platforms are~~ the ~~main~~future ~~distribution channels for our applications. As such~~undertake, ~~the~~significant ~~promotion,~~reviews ~~distribution and operation~~ of ~~our applications are subject to~~ the ~~distribution~~betting ~~platforms’ respective standard terms~~ and ~~policies~~gaming ~~for application developers, which are very broad and subject to frequent changes and interpretation, and may not always permit our applications to be offered through their stores~~industry. ~~Furthermore,~~These ~~the~~reviews ~~distribution platforms~~ may ~~not~~result enforce their standard terms and policies for application developers consistently and uniformly across all applications and with all publishers. We are dependent on the interoperability of our platforms with popular mobile operating systems, technologies, networks and standards that we do not control, and any technical or other issues in ~~such~~new ~~systems,~~ or ~~any~~expanded ~~changes in applicable law or regulations~~legislation, ~~our~~regulation ~~relationships with mobile manufacturers and carriers~~ or inregulatory ~~their~~enforcement ~~terms of service or policies~~ that ~~degrade~~increases our ~~product~~compliance ~~offerings’ functionality~~costs, ~~reduce~~restricts ~~or eliminate~~ our ~~ability~~products, tomarketing ~~distribute~~or ~~our~~customer ~~product offerings~~interactions, ~~give~~reduces ~~preferential~~demand ~~treatment~~for ~~to competitive products, limit~~ our ~~ability to deliver high-quality product~~ offerings, or ~~impose~~otherwise ~~fees~~has ora ~~other~~material ~~charges~~adverse ~~related~~effect toon ~~delivering~~ our ~~product offerings~~business, ~~could~~financial ~~materially~~condition and ~~adversely~~results ~~affect~~of ~~our product usage and monetization on mobile devices~~operations.

~~Moreover~~For example, ifthe ~~any~~UK government’s review of the ~~third-party~~UK ~~platforms~~Gambling ~~used~~Act, ~~for~~published ~~distribution~~in ofApril ~~our~~2023, ~~product~~has ~~offerings~~resulted, ~~were~~and tomay ~~limit~~continue orto ~~disable~~result, ~~advertising~~in onlegislative ~~their platforms~~changes, ~~either~~including ~~because~~the introduction of ~~technological~~maximum ~~constraints~~staking orlimits ~~because~~for ~~the~~online ~~owner~~slots ofand ~~these~~a ~~distribution~~statutory ~~platforms~~levy ~~wished~~ to ~~impair~~fund ~~our~~the ~~ability~~research, toprevention ~~publish~~and ~~advertisements~~treatment onof ~~them,~~gambling ~~our~~harms ~~ability~~and amendments to ~~grow~~the ~~and~~regulatory ~~retain~~requirements ~~our~~implemented ~~customer-base~~by ~~and~~the ~~generate~~UKGC. ~~revenue~~These ~~could~~changes behave ~~harmed.~~included, ~~Also~~among other things, ~~technologies~~the ~~have~~introduction ~~been~~of financial vulnerability checks, ~~and~~mandatory ~~may~~customer ~~continue~~prompts tofor bedeposit limits, ~~developed~~restrictions byon ~~companies~~promotional incentives, ~~such~~changes asto ~~Apple~~direct marketing consents and ~~Google,~~modifications ~~that,~~to ~~among~~the ~~other~~design ~~things,~~and ~~block~~offer orof ~~limit~~non-slots online gaming products. While the ~~display~~Group ofhas ~~our~~not ~~advertisements~~experienced ~~and~~materially ~~some~~increased operational or ~~all~~compliance ~~third-party~~costs ~~cookies~~as ona ~~mobile~~result ~~and~~of ~~desktop~~these ~~devices~~changes to date, ~~limit~~the ~~cross-site~~full ~~and~~scope ~~cross-device~~of ~~attribution,~~the ~~prevent~~impact ~~measurement~~of ~~outside~~the areview, ~~narrowly-defined~~including ~~attribution~~the ~~window~~potential ~~and~~for ~~prevent~~additional ~~advertisement~~legislative ~~re-targeting~~or ~~and~~regulatory ~~optimization~~changes, remains uncertain. ~~These~~For ~~developments~~example, ~~could~~the ~~require~~UKGC usis toalso ~~make~~currently ~~changes~~piloting tothe ~~how~~introduction weof ~~collect~~financial ~~information~~risk onassessments, ~~and~~which ~~track~~if ~~the~~implemented ~~actions~~on ofa permanent basis, could increase our ~~customers~~operational and compliance costs, and materially impact our ~~marketing activities~~business. ~~These~~In ~~changes~~addition, ~~could~~campaign ~~materially~~groups ~~impact~~are ~~the~~calling ~~way~~for wefurther doreviews ~~business~~of UK gambling legislation, ~~and~~with ifparticular wefocus oron ~~our~~restricting gambling advertising ~~partners~~and ~~are~~sponsorship, ~~unable~~and tothe ~~quickly~~UKGC ~~and~~could ~~effectively~~introduce ~~adjust~~additional torequirements ~~new~~in ~~changes~~the future. Any further review of the UK Gambling Act, ~~there~~legislative ~~could~~changes beor aincremental ~~material~~regulatory ~~adverse~~intervention ~~effect~~could onmaterially impact our business, financial condition and results of operations.

Similar reviews or regulatory changes in any of our key jurisdictions could, individually or in the aggregate, have a material adverse effect on our business, financial condition and results of operations. In addition, regulators around the world increasingly take note of each others’ approaches to regulating the betting and gaming industries. Consequently, new laws or regulations in one jurisdiction may be replicated in others, negatively affecting our business across multiple jurisdictions or product or service offerings.

Table of Contents

Furthermore, our products require high-bandwidth data capabilities in order to place time-sensitive bets. If the growth of high-bandwidth capabilities, particularly for mobile devices, is slower than we expect, our customer growth, retention and engagement may be seriously harmed. Additionally, to deliver high-quality content over mobile cellular networks, our product offerings must work well with a range of mobile technologies, systems and networks, and comply with regulations and standards, that we do not control. In addition, the adoption of any laws or regulations that adversely affect the growth, popularity or use of the Internet, including laws governing Internet neutrality, could decrease the demand for our products and increase our cost of doing business. Specifically, any laws that would allow mobile providers to impede access to content, or otherwise discriminate against content providers like us, including by providing for faster or better access to our competitors, could have a material adverse effect on our business, financial condition and results of operations.

Finally, we may not successfully cultivate relationships with key industry participants or develop product offerings that operate effectively with these technologies, systems and networks, or that comply with regulations or standards. If it becomes more difficult for our customers to access and use our platform on their mobile devices, if our customers choose not to access or use our platform on their mobile devices, or if our customers choose to use mobile products that do not offer access to our platform, then our customer growth, retention and engagement could be seriously harmed.

Our use of “open source” software could subject our proprietary software to general release, adversely affect our ability to sell our products and services and subject us to possible litigation, claims or proceedings.

We have used “open source” software in connection with the development and deployment of our software platform, including in connection with our customer-facing applications and our back-end service components, and we expect to continue to use open source software in the future. Open source software is licensed by its authors or other third parties under open source licenses, which in some instances may subject us to certain unfavorable conditions, including requirements that we offer our products that incorporate the open source software for no cost, that we make publicly available all or part of the source code for any modifications or derivative works we create based upon, incorporating or using the open source software, or that we license such modifications or derivative works under the terms of the particular open source license.

Companies that incorporate open source software into their products have, from time to time, faced claims challenging the use of open source software and compliance with open source license terms. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software or claiming noncompliance with open source licensing terms. While we try to ensure that open source licensed code is not used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open source license agreement, we cannot guarantee that we will be successful, that all open source software is reviewed prior to use in our platform, that our developers have not incorporated open source software into our products that we are unaware of or that they will not do so in the future.

Furthermore, there are an increasing number of open source software license types, almost none of which have been interpreted by courts, resulting in a dearth of guidance regarding the proper legal interpretation of such licenses. As a result, there is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market or provide our products and services. If we are held to have breached or failed to fully comply with all the terms and conditions of an open source software license, we could face infringement claims or other liability, or be required to seek costly licenses from third parties to continue providing our product offerings on terms that are not economically feasible, if at all, to re-engineer all or a portion of our platform, to discontinue or delay the provision of our product offerings if re-engineering could not be accomplished on a timely basis or to make generally available, in source code form, our proprietary code. Further, in addition to risks related to license requirements, use of certain open source software carries greater technical and legal risks than those associated with the use of third-party commercial software.

For example, open source software is generally provided without any support or warranties or other contractual protections regarding infringement or the quality of the code, including the existence of security vulnerabilities. To the extent that our platform depends upon the successful operation of open source software, any undetected errors or defects in open source software that we use could prevent the deployment or impair the functionality of our systems and injure our reputation. In addition, the public availability of such software may make it easier for others to compromise our platform and IT systems. Any of the foregoing risks could materially and adversely affect our business, financial condition and results of operations.

Table of Contents

Risks Relating to Regulation, Licensing, Litigation and Taxation

Adverse changes to the regulation of online betting and iGaming, or their interpretation by regulators, could have a material adverse effect on our business, financial condition and results of operations.

We have customers in numerous jurisdictions around the world, namely, the United States, the United Kingdom, Ireland, Italy, other countries in the European Union, Australia, India, Canada, Brazil, Georgia and Armenia, among others. We are generally subject to laws and regulations relating to betting and iGaming in the jurisdictions in which we conduct our business or, in some circumstances, of those jurisdictions in which our services are offered or available, as well as the general laws and regulations that apply to all e-commerce businesses, such as those related to privacy and personal data, tax and consumer protection. These laws and regulations vary from one jurisdiction to another and are dynamic and subject to potentially differing interpretations. Future legislative and regulatory action, court decisions or other governmental action, which may be affected by, among other things, political pressures, attitudes and climates, as well as personal biases, may have a material impact on our operations and financial results.

For example, in January 2019, legal counsel for the U.S. Department of Justice (“DOJ”) issued a legal opinion on the Interstate Wire Act of 1961, as amended (“Wire Act”), which stated that the Wire Act bans any form of iGaming if it crosses state lines and reversed a 2011 DOJ legal opinion that stated that the Wire Act only applied to interstate sports betting. However, the U.S. Court of Appeals for the First Circuit ruled in January 2021 that the Wire Act does not apply to iGaming. The U.S. federal courts’ stance on the applicability of the Wire Act with respect to interstate iGaming may be subject to potential changes in the future, and any such changes may be detrimental to our business operations. If the Wire Act is ultimately determined by courts to be applicable to iGaming and we are required to restrict our iGaming transactions in each state in which we operate to within such state, our costs will increase and it will become more difficult for us to scale our operations in the United States

Furthermore, after an extensive review of the Gambling Act of 2005, the legislation (as amended) that regulates gambling in Great Britain (the “UK Gambling Act”), the UK government recently introduced new proposals for changes to the gambling regulations in Great Britain. See “—The UK government’s ongoing review of the UK Gambling Act may result in more onerous regulation of the betting and gaming industry in Great Britain, part of our second-largest market, which could have a material adverse effect on our business, financial condition and results of operations.”

In October 2024, the Irish government enacted the Irish Gambling Act, which introduces major reform and consolidation of gambling laws in Ireland, including the creation of the GRAI, which will have broad powers to publish further guidance and codes of conduct. The Irish Gambling Act seeks to (1) modernize the licensing system; (2) introduce robust enforcement measures, including suspension and revocation of licenses, financial penalties (up to the greater of 10% of the licensee’s annual turnover or €20,000,000) and imprisonment; and (3) protect vulnerable persons, including children and those experiencing gambling addiction, through prohibiting licensees from accepting credit cards for the purposes of gambling and the creation of National Gambling Exclusion Register and Social Impact Fund. The legislation also introduces stake and win limits for remote gaming licenses issued under the Irish Gambling Act, with €10 stake limits applying to all games and win limits of €3,000 per game (€5,000 per week in the case of bingo). While the legislation has been enacted, it is yet to be formally commenced, and the new licensing framework is not yet in existence. The new licensing framework is expected to be commenced on a phased basis, with the issuing of licenses by the GRAI expected to take place in 2025 or 2026.

Any adverse changes to the regulation of online betting and iGaming, the interpretation of these laws, regulations and licensing requirements by relevant regulators, or the revocation of operating licenses, could have a material adverse effect on our ability to conduct our operations and generate revenue in the relevant jurisdiction. Governments may from time to time seek to restrict access to our products from their jurisdictions entirely, or impose other restrictions that may affect the accessibility of our products in their jurisdictions for an extended period of time or indefinitely. In addition, government authorities in certain jurisdictions may seek to restrict customer access to our products if they consider us to be a threat to public safety or for other reasons. Changes to existing forms of regulation may also include the introduction of punitive tax regimes, larger financial guarantees, limitations on product offerings, requirements for ring-fenced liquidity, requirements to obtain licenses and/or caps on the number of licensees, restrictions on permitted marketing activities or restrictions on third-party service providers to online betting and iGaming operators. See also “—Risks Relating to Our Business and Industry—Uncertainty as to the legality of online betting and iGaming or adverse public sentiment towards online betting and iGaming may deter third-party suppliers from dealing with us.” In the event that access to our products is restricted, in whole or in part, in one or more jurisdictions, we are required to or elect to make changes to our operations, or other restrictions are imposed on our products, it may become commercially undesirable or impractical for us to provide online betting and iGaming services in these jurisdictions, our returns from such jurisdictions may be reduced and a reduction of the scope of our services to certain jurisdictions or withdrawing from certain jurisdictions entirely may result, with a consequent financial loss arising from the need to block access by customers located in the relevant jurisdictions.

Table of Contents

Failure to comply with relevant laws, regulations or licensing requirements may lead to penalties, sanctions or, ultimately, the revocation of relevant operating licenses and may have an impact on licenses in other jurisdictions. In addition, the compliance costs associated with these evolving and increasingly complex laws, regulations and licensing requirements may be significant. If we were to infringe the domestic regulatory regimes of any of the jurisdictions and markets where we operate, or may wish to operate in the future (even if inadvertent), or if changes to those regulatory regimes occur, it may result in additional compliance and litigation costs for us, or could restrict the range of products and services we offer and the value of our assets and/or require changes to certain of our business practices in some or all of the jurisdictions in which we operate, which may materially adversely affect our business, financial condition and results of operations.

The approach to regulation and the legality of online betting and iGaming varies from jurisdiction to jurisdiction, and is subject to uncertainties.

Our determination as to whether or not to permit customers in a given jurisdiction to access any one or more of our products and whether or not to engage in various types of marketing activity and customer contact is made on the basis of a number of factors. These factors include:

•the laws and regulations of the jurisdiction;

•the terms of our betting and gaming licenses;

•the approach by regulatory and other authorities to the application or enforcement of such laws and regulations, including the approach of such authorities to the extraterritorial application and enforcement of such laws;

•state, federal or supranational law, including EU law, if applicable; and

•any changes to these factors.

Furthermore, the legality of the supply of online betting and iGaming services in certain jurisdictions is not clear or is open to interpretation. In many jurisdictions, there are conflicting laws and/or regulations, conflicting interpretations, divergent approaches by enforcement agencies and/or inconsistent enforcement policies and, therefore, some or all forms of online betting and iGaming could be determined to be illegal in some of these jurisdictions, either when operated within the jurisdiction and/or when accessed by persons located in that jurisdiction. Moreover, the legality of online betting and iGaming is subject to uncertainties arising from differing approaches among jurisdictions as to the determination of where online betting and iGaming activities take place and which authorities have jurisdiction over such activities and/or those who participate in or facilitate them.

Changes in regulation in a given jurisdiction could result in it being reassessed as a restricted territory without the potential to generate revenues on an ongoing basis. For example, due to a change in government regulations, we were forced to cease offering paid and free DFS contests in Ontario, Canada, in April 2022. In addition, in certain states in which we operate, the applicable office of the Attorney General has issued an adverse legal opinion regarding DFS in the past. In the event that one of those Attorneys General decides to take action on the opinion from their office, we may have to withdraw our operations from such state, which could have a material adverse effect on our business, financial condition and results of operations. Our inability to operate in a large betting or iGaming market in the future or a number of smaller betting or iGaming markets which collectively are material, could have a material adverse effect on our business, financial condition and results of operations.

In addition, there is a risk that regulators or prosecutors in jurisdictions where we provide online betting or iGaming services to customers without a local license or pursuant to a multi-jurisdictional license, may take legal action in respect of our operations in that jurisdiction and any defense we raise to such actions may not be successful. Actions that may be taken may include criminal sanctions and penalties, as well as civil and administrative enforcement actions, fines, excessive taxation, funds and asset seizures, authorities seeking to seize funds generated from the allegedly illegal activity, as well as payment blocks and ISP blacklisting, some of which may be more readily enforceable within an economic area such as the European Economic Area. Even if such claims could be successfully defended, the process may result in a loss of reputation, potential loss of revenue and diversion of management resources and time.

Table of Contents

There is a significant risk that our assessment of the factors referred to above may not always accurately predict the likelihood of one or more jurisdictions taking enforcement or other adverse action against us, our customers or our third-party suppliers, which could lead to fines, criminal sanctions and/or the termination of our operations in such jurisdiction or jurisdictions, and, ultimately, could have a material adverse effect on our business, financial condition and results of operations.

The successful execution of our growth strategy, particularly with respect to our U.S. business, which is critical to our long-term ambitions, will depend on successfully expanding our provision of online betting and iGaming services into certain new and existing jurisdictions and markets where the regulatory status of the provision of such services has been clarified or liberalized.

Our ability to achieve growth in our online betting and iGaming business, particularly with respect to our U.S. business, which is critical to our long-term ambitions, will depend, in large part, upon expansion of online betting and iGaming into new jurisdictions, the terms of regulations relating to online betting and iGaming and our ability to obtain required licenses. Certain jurisdictions in which laws currently prohibit or restrict online betting and iGaming or the marketing of those services, or protect monopoly providers of betting and iGaming services, may implement changes to open their markets through the adoption of competitive licensing and regulatory frameworks. We intend to expand our provision of online betting and iGaming services into certain new and existing jurisdictions and markets where the regulatory status of the provision of such services has been clarified or liberalized, including within North America, Europe and elsewhere internationally.

In particular, in May 2018, the U.S. Supreme Court struck PASPA down as unconstitutional. This decision had the effect of lifting federal restrictions on sports betting and thus allowed U.S. states to determine the legality of sports betting for themselves. Since the overturn of PASPA, a number of U.S. states (as well as Washington D.C.) have legalized retail and/or online sports betting. Our ability to further expand our sports betting and online operations in the United States is dependent on the adoption of state statutes permitting such activities, as well as our ability to obtain the necessary licenses to operate in U.S. jurisdictions where such games are legalized. The failure of state legislators to implement a regulatory framework for providing sports betting and iGaming services in their jurisdictions in a timely manner, or at all, may prevent, restrict or delay our accessing such markets. For example, as of the date of this Annual Report, sports betting has not been legalized in the state of California. Given that California has approximately 40 million inhabitants, attracts over 250 million annual tourists and boasts more professional sports teams than any other state in the United States, the legalization of online sports betting in California in the near future would open up a large and significant market to us.

Even where licensing regimes are introduced in certain markets, there is no guarantee that we will be successful in obtaining a license to operate in such markets. See, for example, “—In some jurisdictions our key executives, certain employees or other individuals related to the business will be subject to licensing or compliance requirements. Failure by such individuals to obtain the necessary licenses or comply with individual regulatory obligations could cause our business to be non-compliant with our obligations or imperil our ability to obtain or maintain licenses necessary for the conduct of our business. In some cases, the remedy to such situation may require the removal of a key executive or employee and the mandatory redemption or transfer of such person’s equity securities that he, she or it holds in us, if any.” In particular, under some jurisdictions’ sports betting and iGaming laws, particularly in certain U.S. states, online sports betting and/or iGaming licenses are tethered to a finite number of specifically defined businesses that are deemed eligible for an iGaming or sports betting license, such as land-based casinos, tribes, professional sports franchises and arenas and horse racing tracks, each of which is entitled to a skin or multiple skins under that state’s law. As such, the skin provides a market access opportunity for mobile operators to operate in the jurisdiction pending licensure and other required approvals by the state’s regulator. The entities that control those skins, and the numbers of skins available, are typically determined by a state’s sports betting or iGaming law. In certain U.S. states, we currently rely on skins tethered to land-based casinos, tribes, professional sports franchises and arenas and horse racing tracks in order to access a number of markets through a skin. In other markets, we may obtain a license to offer online sports betting and/or iGaming through a direct license offered by the jurisdiction, which in some cases may be subject to a competitive application process for a limited number of licenses. Furthermore, our partnership with Boyd Gaming Corporation and contractual relationships with other identified license holders provide us with primarily first skin access for sports betting in states where such access is required. Because the number of skins or direct licenses offered by a jurisdiction may be limited, if we cannot establish, renew or manage our market access relationships in the jurisdictions in which they are required or successfully obtain licenses through the competitive direct license process in other jurisdictions, we would not be allowed to operate in those jurisdictions until we enter into new relationships, which could be at a significantly higher cost if at all. As a result, our business, financial condition and results of operations could be materially and adversely affected.

Table of Contents

Furthermore, even if we are successful in obtaining a license, any such license may be subject to onerous licensing requirements, together with sanctions for breach thereof and/or taxation liabilities that may make the market unattractive to us or impose restrictions that limit our ability to offer certain of our key products or services or to market our products in the way we want to. See, for example, “—Risks Relating to Our Business and Industry—Our success may be impacted by our ongoing ability to market to our customers in certain jurisdictions.” In addition, a license may require us to offer our products in partnership or cooperation with a local market participant, thereby exposing us to the risk of poor or non-performance by such market participant of its applicable obligations, which could in turn disrupt or restrict our ability to effectively compete and offer one or more of our products in the relevant market. Finally, the complexity arising as a result of multiple state/regional regulatory regimes, in particular within the United States where gaming is largely regulated at the state level, may result in operational, legal and administrative costs for us, particularly in the short term.

Moreover, our competitors, or their partners, may already be established in a jurisdiction or market prior to our entry (e.g., in certain U.S. states). If regulation is liberalized or clarified in such jurisdictions or markets, then we may face increased competition from other providers and competition from those providers may increase the overall competitiveness of the online betting and iGaming industry. We may face difficulty in competing with providers that take a more aggressive approach to regulation than we do and are consequently able to generate revenues in markets from which we do not accept customers or in which we will not advertise. See “—Risks Relating to Our Business and Industry—Our business is exposed to competitive pressures given the competition in online betting and iGaming.” Additionally, we may face operational difficulties in successfully entering new markets, even where regulatory issues do not materially restrict such entry. See “—Risks Relating to Our Business and Industry—Our operational efforts to expand our customer base in existing and new geographic markets, particularly with respect to our U.S. business, which is critical to our long-term ambitions, including our efforts to cross-sell to existing customers, may not be successful.”

While clarification and liberalization of the regulation of online betting and iGaming in certain jurisdictions and markets, particularly in the United States, may provide us with growth opportunities, successful expansion into each potential new jurisdiction or market will present us with its own complexities and challenges and is dependent on a number of factors that are beyond our control. Efforts to access a new jurisdiction or market may require us to incur significant costs, such as capital, marketing, legal and other costs, as well as the commitment of significant senior management time and resources. Furthermore, notwithstanding our efforts to access a new jurisdiction or market, our ability to successfully enter such jurisdictions or markets may be affected by future developments in state/regional, national and/or supranational policy and regulation, limitations on market access, competition from third parties and other factors that we are unable to predict and which are beyond our control. As a result, there can be no assurance that we will be successful in expanding the provision of online betting and/or iGaming services into such jurisdictions or markets or that our service and product offerings in such jurisdictions or markets will grow at expected rates or be successful in the long term.

Adverse changes to the taxation of betting and gaming or the imposition of statutory levies or other duties or charges could have a material adverse effect on our business, financial condition and results of operations.

The jurisdictions in which we hold or will hold licenses impose taxes and duties on their licensed activities. In addition to the direct and indirect taxes that apply generally to businesses operating in relevant jurisdictions, we will be subject to specific taxes, duties and levies on the provision of betting and gaming services and related activities in a number of jurisdictions. By way of illustration, over recent years the gaming industry has seen additional taxation levied by the legislatures of various countries including the following:

•in Ireland, the duty on sports-betting stakes was doubled from 1% to 2% with effect from January 1, 2019;

•in the United Kingdom, the UK remote gaming duty payable on a gaming provider’s profits from remote gaming with UK persons was increased from 15% to 21% on April 1, 2019;

•in Germany, the German government introduced a gaming tax of 5.3% in 2021, which is applied on the stakes we receive from our poker and slots products, giving rise to a materially higher tax cost for our business;

•in Australia, the point-of-consumption-tax imposed on online and land-based operators was increased in 2022 across a number of Australian states: in New South Wales from 10% to 15%, in the Australian Capital Territory from 15% to 20% (and a further increase from 20% to 25% on July 1, 2023), in Queensland from 15% to 20% and effective from July 1, 2024, Victoria from 10% to 15%, together with a widening of the tax base to include tax on free bet stakes;

•in India, Parliament confirmed an increase in the goods and services tax rate from 18% to 28% and determined the tax base should be customer deposits rather than gross gaming revenue with effect from October 1, 2023;

Table of Contents

•in Ohio, the sports wagering tax rate imposed on online and land-based operators was increased from 10% to 20% as of July 1, 2023; and

•in Illinois, effective from July 1, 2024, tax rates on online sports betting increased from 15% to 20-40%.

The betting and gaming industry has been, and may continue to be, the object of sporadic taxations in the future. If the rates of such taxes, duties or levies were to be increased or if the tax base of such taxes, duties or levies were to be widened (e.g., as a result of changes to the treatment of free bets, free plays, bonus credits or non-stake amounts received by operators such as account management fees, a move from a gross profits basis of taxation to a turnover basis, a move from a place of supply basis to a place of consumption basis or the imposition of new or increased withholding obligations), then this may have a material adverse effect on the overall tax burden that we bear.

Tax changes are not limited to markets in which the provision of betting and gaming services is regulated at the local, national or federal level, as we pay Value-Added Tax, Goods and Services Tax, or other similar taxes (collectively, “VAT”) or other betting and gaming taxes in some markets in which the provision of betting and gaming services are not regulated at the local, national or federal level.

We currently pay VAT in territories where we have determined that it is applicable but we do not pay VAT in territories where we have determined that it is not applicable to our business. Due to the uncertainty of the application of VAT law to our services, there could be additional territories where local authorities consider that the interpretation that VAT does not apply to some or all of our respective businesses is incorrect, and that VAT does apply, which could have a material adverse impact on our tax burden.

Our customers are located worldwide. If jurisdictions where betting and gaming winnings are currently not subject to income tax, or are taxed at low rates, were to begin to levy taxes (for either the player to declare or operator to withhold) or increase the existing tax rates on winnings, betting and gaming might become less attractive for customers in those jurisdictions, which could have a material adverse effect on our business, financial condition and results of operations.

Risk of disproportionate liability following changes in taxation law relating to our operations.

We are subject to a number of different tax regimes across the jurisdictions in which we operate. From time to time, these tax regimes change, often driven by new regulations or policies applicable to online betting and iGaming in the relevant jurisdictions. In certain circumstances, the effect of such changes could have a disproportionate effect on some of our operations.

In this regard, heightened attention has been given at national and supranational levels, including through the G20/Organisation for Economic Cooperation and Development (“OECD”) Base Erosion and Profit Shifting (“BEPS”) project, as well as in other public forums and the media, with regard to matters of cross-border taxation, and in particular, to taxation of the digital economy. For example, the United Kingdom implemented the offshore receipts in respect of intangible property rules imposing UK tax on the receipt of royalties by offshore companies deriving from business activity in the United Kingdom. Ireland, Gibraltar and Malta transposed the EU Anti-Tax Avoidance Directive into domestic law, including changes with respect to exit tax, General Anti-Abuse Rules and Controlled Foreign Corporation rules. Due to pressure from the European Union, many offshore jurisdictions have introduced “substance” requirements including with regard to intangible property companies. The likelihood of scrutiny of tax practices by tax authorities in relevant jurisdictions and the aggressiveness of tax authorities remains high. In this context, we expect to be subject to increased reporting requirements regarding our international tax structure.

With respect to the OECD’s BEPS 2.0 project in December 2021, the OECD published the BEPS 2.0 Pillar Two model rules for domestic implementation of a 15% global minimum tax, and the European Union followed suit shortly thereafter. On December 12, 2022, the EU member states agreed to implement the OECD’s Pillar Two global corporate minimum tax rate of 15% on consolidated groups with revenues of at least €750 million, which is in effect from 2024. Ireland has implemented the EU directive implementing this minimum tax rate for accounting periods commencing on or after December 31, 2023.

Table of Contents

The Pillar Two model rules establish both an income inclusion rule, as well as an undertaxed payment rule. The income inclusion rule establishes a minimum tax rate of 15% concept applied by the tax authority of the jurisdiction of tax residence of the ultimate parent company (or an intermediate holding company in certain circumstances) to the profits generated in each jurisdiction in which the Group operates. This is combined with the undertaxed payments rule which seeks to tax (e.g., by denying deductions for, payments to entities in low tax jurisdictions to the extent the income is not subject to tax under an income inclusion rule). We have active subsidiaries in a number of lower tax countries, and the introduction of any such measures could have an adverse effect on the overall tax burden borne by us in the future. The technicalities of how the OECD Pillar Two model rules and the EU directive are transposed into domestic legislation by each jurisdiction are still to be determined for many jurisdictions and consultation on a number of areas remains ongoing. We will continue to monitor developments closely, though we expect this could lead to an increase in the Group’s effective tax rate and tax payments in the future.

The OECD’s BEPS 2.0 project has also proposed a new basis for taxing profits attributable to intangible assets under Pillar One, including new rules for defining a taxable presence for businesses which operate in a market without a physical presence by using a concept of “significant economic presence” or “significant digital presence” and seeking to apply a formulary approach using attribution factors that give greater weight to the user or consumer market location once the threshold for triggering sufficient “nexus” in that market has been reached. Such changes could result in us being treated as having a taxable presence, and becoming subject to tax, in jurisdictions in which we are not currently taxable but in which we will have a “digital” presence and/or in our profits being allocated or attributed between the various jurisdictions in which we operate on a revised basis. It was originally proposed that changes under Pillar One would take effect from 2023 but consensus on the rules has been delayed; however, negotiations on the implementation of Pillar One have yet to reach an agreement on application and the implementation date. As per the OECD, negotiations on reaching a consensus on Pillar One are continuing but it is not clear when any agreement might be reached.

Additionally, the OECD announced on July 11, 2023 that agreement had been reached between 138 countries not to impose unilateral digital services taxes (“DSTs”) from January 1, 2024 until the earlier of December 31, 2024 and the entry into force of the Pillar One multi-lateral convention. The December 31, 2024 deadline has now passed with no agreement being reached on Pillar One, creating significant uncertainty as to the future of both the Pillar One regime and

DSTs globally. Without an agreement on Pillar One, there is a risk that other jurisdictions may seek to take unilateral action through DST regimes intended to capture the value generated from users/consumers located in the taxing jurisdiction by certain digital business models such as search engines, social media platforms and online marketplaces, at least until such time as there is a consensus reached on the implementation of Pillar One, or an alternative course of action is agreed by OECD countries. While some guidance has been released in relation to the application of these taxes, there is no certainty on the application of the rules to betting and gaming businesses and the rules may be applied differently across different jurisdictions. For example, we currently pay DST in Italy on these revenue streams, but there is a lack of clarity on how similar laws in other European countries should be applied to the industry. France has recently debated increases to its rate of DST from 3% to either 5% or 6%, and while those proposals ultimately failed, there is no certainty on the future impact of their DST. Canada implemented a DST with retrospective effect from January 1, 2022, notwithstanding the OECD consensus. It is currently unclear how any additional tax payable in those or other jurisdictions will impact on the tax payable in any of the jurisdictions in which we operate, on similar taxable income.

In the United States, state legislatures, as well as tax authorities, review the tax positions of companies from time to time. The federal government and individual states may consider changes to existing tax laws that, if enacted, could increase our tax obligations in the jurisdictions where we do business. These proposals include changes to the existing framework to calculate income tax, as well as proposals to change or impose new types of non-income taxes, including taxes based on a percentage of revenue. Potential tax increases cannot be predicted with certainty and could materially impact our business.

Many questions remain about the enactment, form and application of these digital services taxes. The interpretation and implementation of the various digital services taxes (especially if there is inconsistency in the application of these taxes across tax jurisdictions) could have a materially adverse impact on our business, financial condition and results of operations. Moreover, if the U.S. tax authorities change applicable tax laws, our overall taxes could increase, and our business, financial condition and results of operations may be adversely impacted.

Furthermore, tax authorities may impose indirect taxes on Internet-related commercial activity based on existing statutes and regulations which, in some cases, were established prior to the advent of the Internet. Tax authorities may interpret laws originally enacted for mature industries and apply it to newer industries, such as DFS, sports betting, iGaming or online horse racing wagering. The application of such laws may be inconsistent from jurisdiction to jurisdiction.

Table of Contents

For example, the Office of the Chief Counsel of the U.S. Internal Revenue Service (the “IRS”) issued on August 7, 2020, a Generic Legal Advice Memorandum (“GLAM”) expressing the view that an organization involved in the operation of fantasy sports is liable for the excise tax on wagers under IRC § 4401 because fantasy sports entry fees are wagers. If the effects of the IRS Office of the Chief Counsel’s memorandum were to be applied, fantasy sports entry fees would no longer be considered non-taxable entry fees into games of skill and would become subject to an excise tax ranging from 0.25% to 2% per entry fee, depending on whether or not the entry fee is authorized under the law of the state in which such entry fee was accepted. Additionally, instead of delivering IRS Form 1099 to certain winning customers, we would be required to deliver IRS Form W-2G more regularly, which would require significant operational process changes. Consistent with the GLAM, the IRS subsequently assessed the federal wagering excise tax, at the 0.25% rate, on DFS entry fees received from 2015-2021. FanDuel disputes the assessment and has challenged it administratively. If necessary, FanDuel intends to challenge the assessment in court since, consistent with the interpretation in over twenty states, we consider DFS to be a game of skill and, therefore, not gambling, and, by extension, not “wagering.” Further, we and others that operate in the fantasy sports industry are engaged in the process of seeking to have the effects of the IRS Office of the Chief Counsel’s memorandum disapplied to us. The past and continuing efforts to seek such dis-application include participating in meetings (through outside legal counsel that represent us and others in the industry) with representatives of the IRS from time to time to further explain and discuss our industry’s operations and position and seeking further non-regulatory guidance from the U.S. Department of Treasury. To date, the U.S. Department of Treasury has not issued such guidance, and the IRS Office of the Chief Counsel has not issued a subsequent memorandum on the subject nor has it agreed to dis-apply the memo to us. Moreover, we cannot provide any assurance as to the success of these efforts or an expected timeline for when a final decision will be made by the IRS or any subsequent dispute resolution processes or court proceedings. If fantasy sports entry fees become subject to the excise tax, fantasy sports platforms are forced to deliver to the IRS Form W-2G for certain winning customers, or the IRS should issue further assessments and penalties for past treatment of DFS contests as non-wagering games of skill, it could have a material adverse effect on our business, financial condition and results of operations.

In addition to the issues outlined above, the current U.S. Administration has signaled its intent to make changes to its laws and its approach to international tax agreements by implementing a series of tax reform measures. The measures include the No Tax Breaks for Outsourcing Act 2025, the Defending American Jobs and Investment Act and a change in approach to Pillar 2. In addition the U.S. has proposed a series of tariffs on countries in response to what it perceives to be the imposition of extraterritorial and discriminatory taxes affecting American companies. The extent and exact form of these measures is not yet known but the measures could increase our global tax liability and have a material adverse effect on our financial condition. We will continue to monitor these developments and the potential impact on the Group.

Additionally, India’s Directorate General of Goods & Services Tax (the “DGGI”) is currently investigating the historical characterization of products such as rummy, fantasy games and poker as ‘games of skill’ (subject to tax of 18% on player commission) rather than ‘games of chance’ (subject to 28% tax on player stakes). In making GST returns, Junglee and PokerStars India have consistently followed the Supreme Court of India’s rulings in relation to the distinction between games of skill and games of chance and treated its products as games of skill. The DGGI has issued notices to multiple online gaming businesses alleging historical underpayment of GST, including to Junglee, and most recently to PokerStars India, for a total amount of ₹198.5 billion ($2.3 billion). The Group disputes that any additional tax is payable and has been advised that the notices received are not in accordance with the GST provisions applicable to past periods. As of the date of issue of this Annual Report, Junglee has had its case joined to the GST cases of other online gaming operators pending at the Supreme Court of India (the “Supreme Court”). The Supreme Court has stayed proceedings such that DGGI cannot take any further action against Junglee, including raising a demand of the alleged underpayment of GST, until the Supreme Court rules on the GST cases or vacates the stay. The lead case (The Directorate General of GST Intelligence vs. Gameskraft Technologies Private Limited) was ruled in favor of Gameskraft, the taxpayer, at the Karnataka High Court in May 2023, and found that taxes had been paid in accordance with the law, but the case remains unresolved at the Supreme Court. On June 22, 2024, a meeting of India’s Goods and Services Tax Council (the “GST Council”) (a constitutional body responsible for the formation and recommendation of GST law changes, held by the Supreme Court to be the ultimate authority on the GST issues), recommended amending the GST law to empower the Indian Central Government, on the recommendation of the GST Council, to waive any historical taxes not paid, where the common trade practice was either:

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

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

The recommendation of the GST Council was incorporated into the Finance Act, 2024. While this law is not industry specific, if applied by the GST Council to be applied to the online real money gaming industry, we would expect the 18% GST already paid on platform commissions for past periods to be accepted as the applicable tax rate and the litigation described above will likely cease.

Table of Contents

We are subject to periodic review and audit by domestic and foreign tax authorities. Tax authorities may disagree with certain positions we have taken or that we will take, and any adverse outcome of such a review or audit could have a negative effect on our business, financial condition and results of operations. Although we believe that our tax provisions, positions and estimates are reasonable and appropriate, tax authorities may disagree with certain positions we have taken. In addition, economic and political pressures to increase tax revenue in various jurisdictions may make resolving tax disputes favorably more difficult. We are subject to tax audits in certain jurisdictions, including the UK, Italy, India, the United States and Australia. The final resolution of those audits, and other audits or litigation, may differ from the amounts recorded in our consolidated financial statements included herein and may materially affect our consolidated financial statements in the period or periods in which that determination is made.

Taking the discussion above into account, any changes in the rules regarding cross-border taxation or the revised interpretation of existing tax rules, could increase our tax liability and have a material adverse effect on our business, financial condition and results of operations.

We operate in a heavily regulated environment, and any failure to comply with regulatory requirements in a particular jurisdiction can lead to enforcement action by relevant regulators, fines and revocation or suspension of licenses in those jurisdictions.

Compliance with the various regulations applicable to sports betting and iGaming is costly and time-consuming. Regulatory authorities have broad powers with respect to the regulation and licensing of sports betting and iGaming operations and may revoke, suspend, condition or limit our sports betting or gaming licenses, impose substantial fines on us and take other actions, any one of which could have a material adverse effect on our business, financial condition and results of operations. These laws and regulations are dynamic and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current laws or regulations or enact new laws and regulations regarding these matters. As a result, these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules.

Non-compliance with any such law or regulations could expose us to claims, proceedings, litigation and investigations by private parties and regulatory authorities, as well as substantial fines and negative publicity, each of which may materially and adversely affect our business. Fines have previously been levied against us, particularly in the United Kingdom and United States, including a significant fine by the UKGC and certain other fines by relevant U.S. regulators, and it is likely that such enforcement initiatives will not only continue but could also potentially increase in frequency and scope. For example, one of our competitors was recently fined a record £19.2 million by the UK government for failures to comply with the Gambling Act, particularly regarding social responsibility and anti-money laundering rules. See also “—The UK government’s ongoing review of the UK Gambling Act may result in more onerous regulation of the betting and gaming industry in Great Britain, part of our second-largest market, which could have a material adverse effect on our business, financial condition and results of operations.”

In addition to fines and other financial penalties, the consequences of such enforcement action could include a revocation of the relevant entity’s license, a suspension of that license and/or the imposition of certain adverse licensing conditions. The loss of a gaming license in one jurisdiction could trigger the loss of a gaming license or affect our eligibility for such a license in another jurisdiction, and any of such losses, or potential for such loss, could cause us to cease offering some or all of our services or products in the relevant jurisdictions. See also “—We face the risk of loss, revocation, non-renewal or change in the terms of our betting and gaming licenses.”

If regulatory enforcement proceedings are brought against us, there is an increased risk that third parties, including but not limited to customers and third-party service providers, could commence litigation against us, particularly where such regulatory enforcement proceedings have been successful, resulting in reputational damage to our brands. The loss of the goodwill may deter new and existing customers and/or third-party service providers and negatively impact our operating results.

Table of Contents

Certain jurisdictions also license key management on an individual basis, and, to the extent that any compliance shortcomings are evident and ultimately pursued through enforcement actions, there is a risk that certain regulatory sanctions could be imposed against our key management. If members of our key management become subject to regulatory sanctions in certain jurisdictions, we may face difficulties in maintaining or renewing existing licenses in other regulated jurisdictions in which we operate or in obtaining new licenses in jurisdictions into which we wish to expand. See also “—In some jurisdictions our key executives, certain employees or other individuals related to the business will be subject to licensing or compliance requirements. Failure by such individuals to obtain the necessary licenses or comply with individual regulatory obligations, could cause our business to be non-compliant with our obligations, or imperil our ability to obtain or maintain licenses necessary for the conduct of our business. In some cases, the remedy to such situation may require the removal of a key executive or employee and the mandatory redemption or transfer of such person’s equity securities that he, she or it holds in us, if any.”

The UK government’s ongoing review of the UK Gambling Act may result in more onerous regulation of the betting and gaming industry in Great Britain, part of our second-largest market, which could have a material adverse effect on our business, financial condition and results of operations.

In December 2020, the UK government commenced a review of the UK Gambling Act, with the objective of: (i) examining whether changes are needed to the system of gambling regulation in Great Britain to reflect changes to the gambling landscape since 2005 when the UK Gambling Act was passed, particularly due to technological advances; (ii) ensuring there is an appropriate balance between consumer freedoms and choice on the one hand, and prevention of harm to vulnerable groups and wider communities on the other; and (iii) ensuring customers are suitably protected whenever and wherever they are gambling, and that there is an equitable approach to the regulation of the online and the land-based industries. See “Item 1. Business—Our Licenses—United Kingdom and Ireland—United Kingdom.”

The call for evidence in connection with the review concluded in March 2021. On April 27, 2023, the UK government issued a white paper, which included proposals to:

•hold a consultation to determine the maximum staking limit for online slot gaming products of between £2 and £15 per spin, with options of a £2 limit per stake, £4 limit per stake or an approach based on individual risk for 18-24 year-old players;

•hold a consultation to determine whether to make player-set deposit limits mandatory or opt-out rather than opt-in;

•introduce a statutory levy (as a percentage of revenue) requiring all licensed operators to make contributions to help fund research, education and treatment of gambling harms; and

•hold a consultation on imposing new obligations on licensed operators to conduct:

•enhanced spending checks if a player loses £1,000 within one day or £2,000 within 90 days, with such thresholds halved for 18-24 year-old players; and

•financial vulnerability checks if a player loses more than £125 within one month or £500 within one year.

On November 27, 2024 the UK Government published the outcomes of two such consultations, stating its intention to pass legislation to:

•introduce maximum staking limits for online slot gaming products of £2 per spin for 18-24 year-old players and £5 per spin for players aged 25 and over; and

•with effect from April 2025, implement a statutory levy on licensed operator revenue for the research, prevention and treatment of gambling harms, at a rate of 1.1% of gross gambling yield for online operators and 0.5% of gross gambling yield for retail operators.

The relevant statutory instruments were signed into law on 25 February 2025, which means that the £5 staking limit will take effect from 9 April 2025 and the £2 staking limit will take effect from May 21, 2025.

Additionally, after a period of consultation, on May 1, 2024 the UKGC amended its License Conditions and Codes of Practice to require some operators to participate in a pilot of financial risk assessments from August 30, 2024 until April 2025. The UKGC also added to the License Conditions and Codes of Practice a requirement that financial vulnerability checks will take place at £150 net deposits in a rolling 30-day period from February 28, 2025, after an initial higher threshold of £500 net deposits in a rolling 30-day period from August 30, 2024 until February 27, 2025.

Table of Contents

Furthermore, on 4 February 2025, the UKGC published its response to the consultation on player-set deposit limits. The UKGC stated that, with effect from 31 October 2025: (i) customers must be prompted to set a financial limit as part of the registration process or at the point at which the customer makes the first deposit or payment; (ii) customers must be presented with a ‘free text’ box to set a financial limit; and (iii) setting a financial limit must be the default choice and an action by the customer is required in order to decline setting a limit. The UKGC also said that it would issue a supplementary consultation to clarify that a gross deposit limit must be offered by all licensees, while other types of financial limit could also continue to be offered.

This review is in addition to recent reforms introduced by the UKGC. For example, in 2020, the UKGC introduced a ban on the use of credit cards to place bets (for additional information about this ban and its effects on our business, see “—Financial and Banking Risks Relating to Our Operations—We depend on the ongoing support of payment processors and international multi-currency transfer systems”) and issued industry guidance regarding high-value customer schemes (often referred to as VIP programs), which include, among other measures, a requirement for licensed operators to undertake checks to establish that a high-value customer’s spending is affordable and sustainable, whether there is any evidence of gambling-related harm or heightened risk linked to vulnerability, and that the operator has in place up-to-date evidence relating to the individual’s identity, occupation and source of funds. Further, in February 2021, the UKGC also announced a number of measures that have impacted the design and offer of online slots games, including the banning of the following features with effect from October 31, 2021: (i) features that speed-up play or give the illusion of control over the outcome; (ii) slot spin speeds faster than 2.5 seconds; (iii) auto-play, which can lead to players losing track of their play; and (iv) sounds or imagery which give the illusion of a win when the return is in fact equal to or below a stake.

Further, in September 2021, Public Health England, which was at the time an executive agency of the UK Department of Health, issued a report dealing with the costs of gambling-related harm, in response to which Public Health England has urged the UK government to treat gambling-related harm as a public health issue.

The UKI division generated 26% of our revenue for fiscal 2024. Although we seek to meet or exceed best practices in operations and customer protection with an emphasis on fair and responsible gaming, changes to regulation arising from the UK government’s review of the UK Gambling Act, or recent or further measures introduced by the UKGC or other bodies, could impede our ability to generate revenue in Great Britain and attract or retain new and existing customers in Great Britain, which could have a material adverse effect on our business, financial condition and results of operations. In line with our strategy to take a leadership role in responsible betting and gaming, we have implemented a broad range of player protections over the last four years during the pendency of the UK government’s review of the UK Gambling Act. We estimate that these changes have resulted in a loss of £150 million in annual revenue from our UKI business and that the incremental revenue impact from the proposed measures announced in the white paper could be between £50 million and £100 million, resulting in a total cumulative revenue impact of between £200 million and £250 million of annual UKI revenue.

The review of the UK Gambling Act could also result in changes to taxation policy applied to the betting and gaming industry. In the event His Majesty’s Treasury observes a reduction in the total taxes collected due to lower operator revenue within the new regulatory environment, this could cause His Majesty’s Treasury to attempt to remedy this reduction in total taxes by increasing tax rates and/or making other tax policy changes related to the betting and gaming industry. In October 2024, the new UK Labour Government confirmed that it still intends to consult on proposals to bring remote gambling into a single tax, rather than taxing it through a three-tax structure.

We face the risk of loss, revocation, non-renewal or change in the terms of our betting and gaming licenses.

Our betting and gaming licenses tend to be issued for fixed periods of time, after which a renewal of the license is required. ~~For example, certain licenses held by members of the Group will expire and need to be renewed in the ordinary course of business.~~ Licenses also typically include a right of revocation for the regulator in certain circumstances, for example, where the licensee is in breach of the relevant license provisions. If any of our betting and gaming licenses are not renewed, ~~there~~or are ~~material~~materially ~~delays~~delayed in ~~renewal~~being renewed, ~~such licenses~~ are revoked or ~~such licenses~~ are renewed on terms which are materially less favorable to us, ~~this~~we may ~~restrict~~be usrestricted from providing some or all of our services to customers located in the relevant jurisdiction and may ~~result~~be ~~in our being~~ required ~~or choosing~~ to withdraw from the jurisdiction either temporarily or permanently, either of which would have a consequent material adverse effect on our business, financial condition and results of operations.

48In addition, the determination of suitability process as part of any renewal application may be expensive and time-consuming, and any costs incurred are unlikely to be recoverable if the application is unsuccessful. The revocation or non-renewal of our licenses could arise if our directors, management, certain shareholders or business partners fail to comply adequately with the suitability, information reporting or other requirements of relevant licensing and regulatory authorities.

~~Table~~There ofhave ~~Contents~~been, and continue to be, various attempts in the European Union member states to apply domestic criminal and administrative laws to prevent online betting and iGaming operators licensed in other member states from operating in or providing services to customers within their territory.

InThere ~~addition~~have been, ~~the~~and ~~determination~~continue ofto ~~suitability~~be, ~~process~~attempts asby ~~part~~regulatory ofauthorities, ~~any~~state ~~renewal~~licensees ~~application~~and ~~may~~incumbent beoperators, ~~expensive~~including ~~and~~monopoly ~~time-consuming~~operators, ~~and~~in ~~any~~certain ~~costs~~EU ~~incurred~~member ~~are~~states ~~unlikely~~ to beapply ~~recoverable~~domestic ifcriminal ~~the~~and ~~application~~administrative islaws ~~unsuccessful.~~to ~~While~~prevent, weor ~~have~~try ~~established~~to ~~procedures~~prevent, inonline ~~place~~betting toand ~~monitor~~iGaming ~~renewal~~operators ~~dates~~licensed ~~(including~~in ~~substantial~~other ~~internal~~EU ~~regulatory~~member ~~teams~~states ~~and~~from ~~retaining~~operating ~~outside~~in ~~counsel,~~or ~~where~~providing ~~appropriate),~~services ~~the~~to ~~revocation~~customers orwithin ~~non-renewal~~their ofterritories. ~~our~~The ~~licenses~~application ~~could~~and ~~arise~~enforcement ifof ~~our~~these ~~directors,~~principles ~~management,~~by ~~certain~~the ~~shareholders~~Court orof ~~business~~Justice ~~partners~~of ~~fail~~the toEuropean ~~comply~~Union ~~adequately~~(the ~~with~~“CJEU”), the ~~suitability,~~domestic ~~information~~courts ~~reporting~~and orregulatory ~~other~~authorities ~~requirements~~in ofvarious ~~relevant~~EU ~~licensing~~member ~~and~~states ~~regulatory~~remains ~~authorities.~~subject to continuing challenge and clarification.

~~There~~If ~~have~~the ~~been,~~jurisprudence ~~and~~of ~~continue~~the CJEU continues to ~~be,~~recognize ~~various~~that ~~attempts~~EU inmember ~~the~~states ~~European~~may, ~~Union~~subject to ~~apply~~certain ~~domestic~~conditions, ~~criminal~~establish ~~and~~or ~~administrative~~maintain ~~laws~~exclusive tolicensing ~~prevent~~regimes that restrict the provision of online betting and iGaming services by operators licensed in other ~~Member~~EU ~~States~~member ~~from~~states, ~~operating~~this inmay oradversely ~~providing~~affect ~~services~~our ability to permit customers ~~within~~in ~~their~~a ~~territory;~~given ~~the~~EU ~~case~~member ~~law~~state ofto ~~the~~access ~~Court~~one or more of ~~Justice~~our online betting and iGaming services and to engage in certain types of ~~the~~marketing ~~European~~activity ~~Union~~and ~~(the~~customer ~~“CJEU”)~~contact. Depending on ~~this~~the ~~issue~~way ~~continues~~in which national courts or competent authorities interpret EU law, we may have to ~~evolve~~submit to local licensing, regulation and/or ~~the~~taxation ~~reactions~~in ofadditional ~~the~~EU ~~governments~~member ofstates and/or exclude customers who are based in certain EU member states, ~~creates~~either ~~uncertainty~~entirely ~~for~~or ~~iGaming~~from ~~operators~~certain of our product offerings. Any such consequences could potentially increase our operating costs, reduce our revenues and/or negatively impact our expansion in the European Union.

WeFailure ~~permit~~by ~~customers~~key inpersons ~~most EU member states~~ to ~~access~~obtain ~~our~~necessary ~~services.~~licenses ~~There~~or ~~have~~comply ~~been,~~with ~~and~~individual ~~continue to be, attempts by~~ regulatory ~~authorities,~~obligations ~~state licensees and incumbent operators, including monopoly operators,~~ in certain EUjurisdictions ~~member~~could ~~states~~imperil toour ~~apply~~ability ~~domestic criminal and administrative laws~~ to ~~prevent,~~obtain or ~~try~~maintain tolicenses ~~prevent,~~necessary ~~online~~for ~~betting~~the ~~and~~conduct ~~iGaming operators licensed in other EU member states from operating in or providing services to customers within their territories. The application and enforcement~~ of ~~these~~our ~~principles~~business ~~by the CJEU, the domestic courts~~ and ~~regulatory authorities~~ in ~~various~~some ~~EU member states remains subject to continuing challenge and clarification. There have been~~cases, ~~and~~may ~~continue~~require ~~to be, a considerable number of relevant proceedings before~~ the ~~domestic~~removal ~~courts~~ of ~~various~~a EUkey ~~member~~person ~~states~~ and the ~~CJEU.~~mandatory ~~The~~redemption ~~outcomes~~or transfer of ~~these~~any ~~proceedings~~equity ~~remain~~securities ~~uncertain,~~of ~~and~~the itCompany ~~may~~held ~~take~~by ~~some~~such ~~years before these proceedings are finally decided~~person.

If the jurisprudence of the CJEU continues to recognize that EU member states may, subject to certain conditions, establish or maintain exclusive licensing regimes that restrict the provision of online betting and iGaming services by operators licensed in other EU member states, this may adversely affect our ability to permit customers in a given EU member state to access one or more of our online betting and iGaming services and to engage in certain types of marketing activity and customer contact. Depending on the way in which national courts or competent authorities interpret EU law, we may have to submit to local licensing, regulation and/or taxation in additional EU member states than is currently the case and/or exclude customers who are based in certain EU member states, either entirely or from certain of our product offerings. Any such consequences could potentially increase our operating costs and/or reduce our revenues in the European Union. Furthermore, the jurisprudence could negatively impact our expansion in the European Union. See also “—The successful execution of our growth strategy, particularly with respect to our U.S. business, which is critical to our long-term ambitions, will depend on successfully expanding our provision of online betting and iGaming services into certain new and existing jurisdictions and markets where the regulatory status of the provision of such services has been clarified or liberalized.”

The regulatory risks that we face may be greater where we have a physical presence.

We hold a number of licenses in a variety of jurisdictions across the globe. While our operational headquarters is in New York, we have further offices in 83 other locations as of the date of this Annual Report.

Local authorities are more likely to focus on businesses that have a physical presence in their jurisdiction since it is easier for such authorities to bring or enforce actions against such businesses and freeze their assets if local laws are violated. Any breach by us of local laws in a jurisdiction in which we have a physical presence may be more likely to result in enforcement action taken against us rather than if such breach were to occur in a jurisdiction where we do not have a physical presence. In particular, if we are unable to utilize our infrastructure to run our betting and iGaming operations or as a result of successful enforcement action taken by authorities, this could have a material adverse effect on our business, financial condition and results of operations.

Table of Contents

Our business is subject to evolving corporate governance and public disclosure regulations and expectations, including with respect to environmental and sustainability matters, that could expose us to numerous risks.

We are subject to the evolving rules and regulations with respect to sustainability matters of a number of governmental and self-regulatory bodies and organizations, such as the European Union, the Irish and UK governments, the UK Financial Conduct Authority (“FCA”) and the International Sustainability Standards Board, that could make compliance more difficult and uncertain. In addition, regulators, customers, investors, employees and other stakeholders are increasingly focused on sustainability matters and related disclosures and often have disparate views on such matters. These changing rules, regulations and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention to comply with or meet those regulations and expectations. Developing and acting on sustainability initiatives and collecting, measuring and reporting sustainability-related information and metrics can be costly, difficult and time consuming. Further, sustainability-related information is subject to evolving reporting standards, including the CSRD and Corporate Sustainability Due Diligence Directive. Our sustainability initiatives and goals could be difficult and expensive to implement, and we could be criticized for the accuracy, adequacy, consistency or completeness of our sustainability disclosures. Further, statements about our sustainability-related initiatives and goals, and progress against those goals, may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and assumptions that are subject to change in the future. In addition, we could be criticized for the scope or nature of such initiatives or goals, or for any revisions to these goals. If our sustainability-related data, processes and reporting are incomplete or inaccurate, or if we fail to achieve progress with respect to our sustainability goals on a timely basis, or at all, our reputation and financial results could be adversely affected, and we could be exposed to litigation.

In some jurisdictions our key executives, certain employees or other individuals related to the business will be subject to licensing or compliance requirements. Failure by such individuals to obtain the necessary licenses or comply with individual regulatory obligations could cause our business to be non-compliant with our obligations or imperil our ability to obtain or maintain licenses necessary for the conduct of our business. In some cases, the remedy to such situation may require the removal of a key executive or employee and the mandatory redemption or transfer of such person’s equity securities that he, she or it holds in us, if any.

As part of obtaining real-money gaming licenses, the responsible gaming authority will generally determine the suitability of certain directors, officers and employees and, in some instances, significant shareholders. The criteria used by gaming authorities to make determinations as to who requires a finding of suitability or the suitability of an applicant to conduct gaming operations varies among jurisdictions, but generally requires extensive and detailed application disclosures followed by a thorough investigation. Gaming authorities typically have broad discretion in determining whether an applicant should be found suitable to conduct operations within a given jurisdiction. If any gaming authority with jurisdiction over our business were to find an applicable officer, director, employee or significant shareholder of ours unsuitable for licensing or unsuitable to continue having a relationship with us, we may be required to sever our relationship with that person, which could be materially disruptive to our business. Furthermore, we may be subject to disciplinary action or our licenses may be in peril if, after we receive notice that a person is unsuitable to be a significant shareholder or to have any other relationship with us or any of our subsidiaries, we: (i) pay that person any dividend or interest upon our voting securities; (ii) allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person; (iii) pay compensation in any form to that person for services rendered or otherwise; or (iv) fail to pursue all lawful efforts to require such unsuitable person to relinquish his, her or its voting securities.

Our Memorandum and Articles of Association (the “Articles of Association”) provide that any of our ordinary shares or other equity securities owned or controlled by any shareholder whom we determine is an unsuitable person (following consultation with reputable outside gaming regulatory counsel), will be subject to mandatory sale and transfer to either us or one or more third- party transferees.

5038

Table of Contents

Additionally, a gaming regulatory body may refuse to issue or renew a gaming license or restrict or condition the same, based on our present or past activities, or the past or present activities of our current or former directors, officers, employees, shareholders or third parties with whom we have relationships, which could materially and adversely affect our business, operations or financial condition. ~~If additional gaming regulations are adopted in a jurisdiction in which we operate, such regulations could impose restrictions or costs that could have a significant adverse effect on us.~~ From time to time, various proposals are introduced in the legislatures of some of the jurisdictions in which we have existing or planned operations that, if enacted, could adversely affect our directors, officers, key employees or other aspects of our operations. To date, we believe that we have obtained all governmental licenses, findings of suitability, registrations, permits and/or approvals necessary for our operations. However, we can give no assurance that any additional licenses, permits and approvals that may be required will be given or that existing ones will be renewed or will not be revoked. Renewal is subject to, among other things, continued satisfaction ofwith the suitability requirements of our directors, officers, key employees and shareholders. Any failure to renew or maintain our licenses or to receive new licenses when necessary, would have a material adverse effect on us.

We are subject to litigation, and adverse outcomes in such litigation could have a material adverse effect on our business, financial condition and results of operations.

We are, and from time to time may become, subject to litigation and various legal proceedings, including litigation and proceedings related to competition and antitrust, intellectual property, privacy, consumer protection, accessibility claims, securities, tax, advertising practices, labor and employment, commercial disputes and services, as well as shareholder derivative suits, class action lawsuits, actions from former employees, suits involving governmental authorities and other matters, that involve claims for substantial amounts of money or for other relief or that might necessitate changes to our business or operations. Additionally, we are likely to expand our operations to jurisdictions which have proven to be litigious environments, and we may be subject to claims from customers, shareholders, contractual counterparties or others. Litigation to defend us against claims by third parties, or to enforce any rights that we may have against third parties, may be necessary, which could result in substantial costs and diversion of our resources, causing a material adverse effect on our business, financial condition and results of operations.

For example, in the United States, a subsidiary of TSG was subject to proceedings initiated by the Commonwealth of Kentucky in respect of activities carried out between 2006 and 2011 that resulted in our Group incurring a cash cost of $323 million (which amount includes the associated legal fees) in 2021 in connection with the settlement of those proceedings. In Australia, class action proceedings were commenced against our Sportsbet brand in late December 2024. ~~The~~relating ~~proceedings relate~~ to Sportsbet's Bet Live Fast Code service.

Any litigation to which we are a party may result in an onerous or unfavorable judgment that may not be reversed upon appeal, or in payments of substantial monetary damages or fines, the posting of bonds requiring significant collateral, letters of credit or similar instruments, or we may decide to settle lawsuits on similarly unfavorable terms. These proceedings could also result in reputational harm, criminal sanctions, consent decrees or orders preventing us from offering certain products or requiring a change in our business practices in costly ways or requiring development of non-infringing or otherwise altered products or technologies. Our failure to successfully defend or settle any of these legal proceedings could result in liability that, to the extent not covered by our insurance, could have a material adverse effect on our business, financial condition and results of operations.

51We have been, continue to be, and could in the future be the subject of governmental investigations, settlement agreements and inquiries with respect to the operation of our businesses any of which could materially and adversely affect our business.

We operate in a highly regulated industry. We have received formal and informal inquiries from time to time, from government authorities and regulators, including tax authorities and gaming regulators, regarding compliance with laws and other matters, and we may receive such inquiries in the future, particularly as we grow and expand our operations. Violation of existing or future regulations, regulatory orders or consent decrees has subjected and could in the future subject us to substantial monetary fines and other penalties that could adversely affect our business, financial condition and results of operations. In addition, it is possible that future orders issued by, or inquiries or enforcement actions initiated by, government or regulatory authorities could cause us to incur substantial costs, expose us to unanticipated liability or penalties, or require us to change our business practices in a manner materially adverse to our business. See “Item 1A. Risk Factors—Uncertain and evolving interpretations of tax laws for online betting, iGaming and adjacent products may expose us to disproportionate liability.”

Table of Contents

We ~~have~~may ~~been,~~fail ~~and continue~~ to ~~be,~~maintain ~~the~~effective ~~subject of governmental investigations, settlement agreements~~ and ~~inquiries~~compliant ~~with respect to the operation of our businesses and we could be subject to future governmental investigations~~AML, ~~settlement~~counter-terrorist ~~agreements,~~financing ~~inquiries,~~(“CTF”) ~~legal proceedings~~ and ~~enforcement actions. Any such investigations~~anti-corruption, ~~settlement~~fraud ~~agreements,~~detection ~~inquiries, proceedings~~ or ~~actions~~related ~~could~~compliance ~~materially~~policies and ~~adversely affect our business~~procedures.

WeThe ~~have~~receipt ~~received~~of ~~formal~~funds ~~and~~from ~~informal~~customers ~~inquiries~~exposes ~~from~~us ~~time~~ to ~~time,~~financial ~~from~~crime ~~government authorities and regulators~~risks, including, ~~tax~~but ~~authorities~~not ~~and~~limited ~~gaming regulators~~to, ~~regarding~~risks ~~compliance~~relating ~~with~~to ~~laws~~AML, CTF and other ~~matters,~~regulatory obligations and wepotential ~~may~~liabilities. ~~receive~~Certain ~~such~~customers ~~inquiries~~may inseek ~~the~~to ~~future,~~misuse ~~particularly~~our asplatforms weto ~~grow~~facilitate ~~and~~the ~~expand~~laundering ~~our~~of ~~operations.~~the ~~Violation~~proceeds of ~~existing~~crime or ~~future~~to ~~regulations,~~access ~~regulatory~~betting ~~orders~~or gaming services using misappropriated or ~~consent~~otherwise ~~decrees~~unlawful ~~has~~funds. ~~subjected~~While ~~and~~we ~~could~~have inestablished ~~the~~policies, ~~future~~procedures ~~subject~~and uscontrols designed to ~~substantial~~support ~~monetary~~customer ~~fines~~due ~~and~~diligence, ~~other~~transaction ~~penalties~~monitoring ~~that~~and ~~could~~the ~~adversely~~assessment ~~affect~~of ~~our~~customers’ ~~business~~sources of funds, ~~financial~~such ~~condition~~controls ~~and~~may ~~results~~be circumvented or we may otherwise fail to prevent or detect all instances of ~~operations~~financial crime. InIf ~~addition,~~we itare isunsuccessful ~~possible~~in ~~that~~detecting ~~future~~money ~~orders~~laundering ~~issued~~or byterrorist financing, orfraud, ~~inquiries~~corruption or ~~enforcement~~other ~~actions~~financial ~~initiated~~crime, bywe could suffer loss directly, ~~government~~be subject to civil or criminal sanctions, regulatory ~~authorities~~investigations and enforcement, financial penalties and/or lose customer confidence, which could ~~cause~~have usa tomaterial ~~incur~~adverse ~~substantial~~effect ~~costs~~on our reputation, ~~expose~~international usbrand expansion efforts, ability to ~~unanticipated~~obtain ~~liability~~and ormaintain ~~penalties~~licences, orcommercial ~~require~~relationships, usability to ~~change~~attract and retain employees and customers, qualification to have our ~~business~~equity ~~practices~~securities inlisted on a ~~manner~~stock ~~materially~~exchange ~~adverse~~and, tomore generally, on our business, financial condition and results of operations. The time and resources required to investigate and resolve regulatory enforcement proceedings relating to financial crime or compliance failures could be substantial.

~~Our~~We ~~insurance~~are required to comply with all applicable international trade, export and import laws and regulations and we are subject to export controls and economic sanctions laws and embargoes imposed by the governments of the jurisdictions in which we operate. Changes in economic sanctions laws may ~~not~~restrict ~~provide~~our ~~adequate~~business ~~levels~~practices, including potentially requiring the cessation of ~~coverage~~business ~~against~~activities ~~claims~~in sanctioned countries or with sanctioned entities or persons, and may result in our modifying our compliance programs.

WeFurthermore, ~~maintain~~as ~~insurance~~a ~~that~~heavily weregulated ~~believe~~business iswith ~~customary~~global ~~for~~operations, ~~businesses~~we ofundertake ~~our~~significant ~~size~~direct and ~~type~~indirect interaction with public officials of various governments worldwide. ~~However~~We are subject to the Irish Corruption Offences Act, ~~there~~the ~~are~~Canadian ~~types~~Corruption of ~~losses~~Foreign wePublic ~~may~~Officials ~~incur~~Act, ~~that~~the ~~cannot~~U.S. beForeign ~~insured~~Corrupt ~~against~~Practices orAct, the UK Bribery Act and other anti-bribery laws that wegenerally ~~believe~~prohibit ~~are~~the ~~not~~offering, ~~economically~~promising, ~~reasonable~~giving, agreeing to ~~insure. Moreover~~give, ~~any~~or ~~loss~~authorizing ~~incurred~~others ~~could~~to ~~exceed~~give ~~policy~~anything ~~limits~~of value, ~~and~~either ~~policy~~directly ~~payments~~or ~~made~~indirectly, to usa ~~may~~government ~~not~~official beor ~~made~~other onperson in order to influence official action, or otherwise obtain or retain a ~~timely~~business ~~basis~~advantage. ~~Such~~In ~~losses~~addition, ~~could~~U.S. ~~materially~~public companies are required to maintain books and ~~adversely~~records ~~affect~~that ~~our~~accurately ~~business,~~and ~~financial~~fairly ~~condition~~reflect their transactions and ~~results~~have an adequate system of ~~operations~~internal accounting controls.

~~Insurance~~While ~~coverage~~we ismaintain ~~becoming~~safeguards ~~increasingly~~and ~~expensive~~policies to deter practices by our directors, officers, employees, agents, collaborators and incontractors ~~the~~that ~~future~~would violate applicable laws. However, we ~~may~~cannot ~~not~~ensure bethat ~~able~~our tocompliance ~~maintain~~controls, ~~insurance~~policies ~~coverage~~and atprocedures awill ~~reasonable~~in ~~cost~~every instance protect us from acts committed by such persons that would violate the laws or regulations of the jurisdictions in ~~sufficient~~which ~~amounts~~we tooperate. ~~protect~~If uswe ~~against~~are ~~losses~~unsuccessful ~~due~~in detecting such acts, we could suffer loss directly, be subject to ~~liability~~civil or criminal sanctions and/or lose the confidence of our customers. We ~~may~~could also be ~~unable~~subject to ~~continue~~fines toor ~~obtain~~other ~~insurance~~sanctions, onsuch ~~commercially~~as ~~reasonable~~disgorgement ~~terms~~of orprofits, incessation ~~adequate~~of ~~amounts~~business activities, ifimplementation atof ~~all.~~new Aor ~~successful~~enhanced ~~claim~~compliance orprograms, ~~series~~requirements ofto ~~claims~~obtain ~~brought~~additional ~~against~~licenses usand ~~could~~permits, ~~cause~~prohibitions on the conduct of our ~~share~~business ~~price~~and/or restrictions on our ability to ~~decline~~market and, ifsell ~~judgments~~products ~~exceed~~or ~~our~~provide ~~insurance~~services ~~coverage~~in one or more jurisdictions, all of which could ~~adversely~~also ~~affect~~have a material adverse effect on our business, financial condition and results of operations.

~~Social~~The ~~responsibility~~tightening ~~concerns~~of financial crime related regulations may also affect the speed and ~~public~~convenience ~~opinion~~with ~~regarding~~which ~~responsible~~customers ~~gambling~~can access our products and ~~related~~services, ~~matters~~which ~~could~~may ~~significantly~~have ~~influence~~a ~~the~~material ~~regulation~~adverse ofeffect ~~online~~on ~~betting~~our business, financial condition and ~~iGaming~~results of operations. In addition, changes in, and ~~impact~~further ~~responsible~~development ~~gaming~~of, regulatory requirements relating to financial crime, ~~could~~including AML and CTF, may increase our compliance obligations and result in ~~investigations~~additional operating costs, capital expenditure, management time and ~~litigation~~operational resources to modify internal controls, policies, procedures, systems and ~~may~~operational ~~adversely~~practices, ~~impact~~each of which could have an adverse effect on our ~~reputation.~~business financial condition and results of operations.

WeIf ~~have faced, and will likely continue to face, increased scrutiny related to responsible gaming, and the value of our brand may be materially and adversely affected if~~ we fail to ~~uphold~~detect ~~the~~cheating, ~~highest~~fraud ~~standards~~or intheft, ~~this~~including ~~area.~~by ~~While we have implemented safer gambling measures designed to protect~~ our customers, ifemployees, ~~the perception develops that we~~ or ~~the~~third ~~betting~~parties, ~~and~~our ~~gaming~~reputation ~~industry~~may ~~as a whole are failing to adequately protect vulnerable players~~suffer, ~~restrictions~~which oncould ~~the~~harm ~~provision~~our ofbrand ~~betting~~ and ~~gaming~~reputation ~~services~~and ~~may~~subject ~~be imposed on~~ us, weto ~~may become the subject of~~ investigations and litigation~~, and we may suffer harm to our reputation~~.

~~Public~~The ~~opinion~~risk ~~can significantly influence the regulation~~ of ~~online~~fraud ~~betting and iGaming. A further negative shift in the perception of online betting and iGaming~~ by ~~the public or by politicians~~customers, ~~lobbyists~~employees or ~~others could affect future legislation or regulation in different jurisdictions. Among~~ other ~~things~~parties, ~~such~~including abut ~~shift~~not ~~could~~limited ~~cause jurisdictions~~ to ~~abandon~~use ~~proposals~~of tostolen ~~legalize~~ or ~~liberalize~~fraudulent ~~online~~payment ~~betting~~data, ~~and~~unauthorized ~~iGaming~~transactions, ~~thereby~~or ~~limiting~~ the ~~number~~manipulation of ~~new~~games ~~jurisdictions~~or ~~into~~competitions, ~~which~~is weinherent ~~could expand. Increasingly negative public perception could also lead~~ to ~~new restrictions on, or to~~ the ~~prohibition~~betting ofand ~~online~~gaming ~~betting~~industry. ~~and~~We ~~iGaming~~have ~~in,~~incurred ~~jurisdictions~~losses in ~~which~~this weregard ~~currently,~~and or may in the future, ~~operate. If we are required to restrict our marketing or product offerings or~~ incur ~~increased~~similar ~~compliance costs as a result of any such regulation, this could have a material adverse effect on our revenues and could increase operating expenses~~losses.

Additionally, increased scrutiny related to responsible betting and gaming may result in investigations into the commercial practices of betting and gaming industry service providers, including by governmental agencies, as well as class action or individual lawsuits by groups of users or individuals, respectively, of such services, including under tort, recovery of betting/gaming losses, negligence, breach of contract, civil conspiracy, unjust enrichment, fraud, public nuisance or other common law or analogous claims, or for breaches of regulations, including in the areas of product liability, consumer protection, unfair or deceptive trade practices, false advertising, unlawful marketing, unlawful gaming/gambling or breach of gaming/gambling regulation or licensing. Any such investigations or legal actions, including as a result of a change in policy or regulation, would have a material adverse effect on both our reputation and our business, financial condition and results of operations. 40

Table of Contents

~~Furthermore,~~Bad ~~publicity~~actors ~~about~~use ~~problem~~increasingly ~~gambling~~sophisticated ~~and~~methods ~~other~~to ~~problems~~engage in illegal activities, ~~even~~including ifactivities ~~not~~involving ~~directly~~personal data, such as unauthorized use of another person’s account identity, financial or ~~indirectly~~payment ~~connected~~information, ~~with~~and usunauthorized acquisition or ~~our~~use ~~products~~of payment instruments belonging to third parties. At the game level, fraud/cheating may ~~adversely~~occur ~~impact~~in ~~our~~peer ~~reputation~~to ~~and~~peer games in the ~~willingness~~form of, ~~the~~but ~~public~~not limited to ~~participate~~collusion inor ~~betting~~chip ~~and~~dumping. ~~gaming~~These oractivities involve participants manipulating gameplay mechanics to gain an unfair advantage over other players. Fraud schemes may also involve individuals associated with a ~~particular~~sporting ~~form~~event, such as athletes, referees, or other participants influencing the outcome of a sporting event or specific plays to benefit illegal or unauthorized betting ~~and~~activity. ~~gaming~~For example, in January 2026, U.S. ~~Any~~prosecutors ~~harm~~charged to26 ~~our~~people ~~reputation~~in ~~could~~an ~~impact~~alleged ~~employee~~scheme ~~engagement~~designed ~~and~~to ~~retention~~enrich sports gamblers, ~~the~~involving ~~willingness~~university ofbasketball players. In addition, customers ~~and~~may ~~our~~commit ~~partners~~or attempt to docommit ~~business~~fraud ~~with~~or uscheat in poker, ~~and~~including ~~current~~using ~~and~~AI ~~potential~~or ~~investors~~other sophisticated computer programs (“bots”) to ~~invest~~create an artificial competitive advantage to increase their chances of winnings over other customer. The use of bots in usother games such as bingo, slots and ~~regulatory~~other ~~oversight~~casino games are other known methods of online betting and ~~approval~~iGaming fraud. Acts of ~~our~~fraud ~~business~~or ~~offerings,~~cheating ~~which~~may ~~could~~involve ~~have~~various atactics, ~~materially~~possibly ~~adverse~~in ~~effect~~collusion onwith ~~our~~other ~~business~~customers, ~~financial~~gaming ~~condition~~participants such as athletes and ~~results~~referees, ofand ~~operations~~in some cases with employees or other individuals associated with the organization.

WeWhile ~~may~~we ~~fail~~have implemented a variety of detection and prevention controls to ~~maintain~~minimize the opportunities for fraudulent activities across our games and systems, there can be no guarantee that any of our measures will be effective now or in the future. Failure to discover such acts or schemes in a timely manner could result in financial losses, harm to our operations and ~~compliant~~negative ~~anti-money~~publicity ~~laundering~~related to such schemes, ~~counter-terrorist~~whether ~~financing~~involving us or a competitor, could have an adverse effect on our reputation and ~~anti-corruption~~consumer ~~policies~~confidence in us or our industry more broadly, potentially causing a material adverse effect on our business, financial condition and ~~procedures~~results of operations. In the event of the occurrence of any such issues with our existing platform or product offerings, substantial engineering and marketing resources and management attention, may be diverted from other projects to correct these issues, which may delay other projects and the achievement of our strategic objectives.

We currently receive deposits and other payments from customers in the normal course of our business. See also “—Financial and Banking Risks Relating to Our Operations—The receipt and holding of customer funds could be regarded as a deposit-taking business, requiring various financial services licenses/authorizations.” The receipt of monies from customers imposes anti-money laundering, counter-terrorist financing and other obligations and potential liabilities on us. Certain of our customers may seek to launder money through our businesses or use stolen funds to access betting or gaming services. While we have processes in place regarding customer profiling and the identification of customers’ sources of funds, such processes may fail or prove to be inadequate, whether in respect of the sources of customers’ funds or otherwise. If we are unsuccessful in detecting money laundering or terrorist financing activities, we could suffer loss directly, be subject to civil or criminal sanctions and/or lose the confidence of our customers, which could have a material adverse effect on our reputation, international brand expansion efforts, commercial relationships, ability to attract and retain employees and customers, qualification to have our equity securities listed on a stock exchange and, more generally, on our business, financial condition and results of operations. Furthermore, we could also be subject to regulatory enforcement leading to fines or other sanctions, which could also have a material adverse effect on our business, financial condition and results of operations. In addition, it is difficult for us to estimate the time or resources that will be needed for the investigation and final resolution of any regulatory enforcement proceedings relating to money laundering, terrorist financing or related activities because, in part, the time and resources needed depend on the nature and extent of the information requested by the authorities involved, and such time or resources could be substantial.

We are required to comply with all applicable international trade, export and import laws and regulations and we are subject to export controls and economic sanctions laws and embargoes imposed by the governments of the jurisdictions in which we operate. Changes in economic sanctions laws may restrict our business practices, including potentially requiring the cessation of business activities in sanctioned countries or with sanctioned entities or persons, and may result in our modifying our compliance programs. We are also subject to the Irish Corruption Offences Act, the Canadian Corruption of Foreign Public Officials Act, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the Isle of Man Bribery Act and other anti-bribery laws that generally prohibit the offering, promising, giving, agreeing to give, or authorizing others to give anything of value, either directly or indirectly, to a government official or other person in order to influence official action, or otherwise obtain or retain a business advantage. Certain of such laws also require public companies to make and keep books and records that accurately and fairly reflect the company’s transactions and to devise and maintain an adequate system of internal accounting controls. For example, prior to our merger with TSG in 2020, the board of directors of TSG became aware of the possibility of improper foreign payments by TSG or its subsidiaries in certain jurisdictions outside of Canada and the United States. Once discovered, TSG contacted the relevant authorities in the United States and Canada with respect to these matters. Following an investigation, the SEC charged Flutter, as successor-in-interest due to its acquisition of TSG, with books and records and internal accounting controls violations under sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act. Without admitting or denying the findings, we agreed to cease and desist from future violations and to pay a penalty of $4 million.

Furthermore, our business is heavily regulated and therefore involves significant direct and indirect interaction with public officials of various governments worldwide. We maintain safeguards and policies to deter practices by our directors, officers, employees, agents, collaborators and contractors that would violate applicable laws. However, we cannot ensure that our compliance controls, policies and procedures will in every instance protect us from acts committed by such persons that would violate the laws or regulations of the jurisdictions in which we operate. If we are unsuccessful in detecting such acts, we could suffer loss directly, be subject to civil or criminal sanctions and/or lose the confidence of our customers. We could also be subject to fines or other sanctions, such as disgorgement of profits, cessation of business activities, implementation of new or enhanced compliance programs, requirements to obtain additional licenses and permits, prohibitions on the conduct of our business and/or restrictions on our ability to market and sell products or provide services in one or more jurisdictions, all of which could also have a material adverse effect on our business, financial condition and results of operations. In addition, there is a risk that increased regulatory measures regarding anti-money laundering and counter-terrorist financing may require us to expend significant capital or other resources and/or may require certain businesses within our Group to modify internal standards, procedures or their product offering or operations.

Table of Contents

The tightening of anti-money laundering regulations may also affect the speed and convenience with which customers can access our products and services, which may have a material adverse effect on our business, financial condition and results of operations.

If we fail to detect fraud, theft or money laundering, including by our customers and employees, our reputation may suffer, which could harm our brand and reputation and adversely affect our business, financial condition and results of operations, and can subject us to investigations and litigation.

The risk of financial fraud, including use of stolen or fraudulent credit card data, claims of unauthorized payments by customers and attempted payments by customers with insufficient funds are risks associated with the betting and gaming industry at large. We have incurred losses in this regard and may in the future incur similar or more substantial losses. Bad actors use increasingly sophisticated methods to engage in illegal activities, including activities involving personal data, such as unauthorized use of another person’s identity, account information or payment information, and unauthorized acquisition or use of credit or debit card details, bank account information and mobile phone numbers and accounts. For example, collusion between online poker players may occur through “chip dumping” (depositing and losing money against another colluding customer in an attempt to launder money). In addition, customers may commit or attempt to commit fraud or cheat, including through the use of AI or other sophisticated computer programs (“bots”) to create an artificial competitive advantage to increase winnings with respect to online poker products, or by so-called “account takeovers” (performed by obtaining control of the account and using the funds of a third party) in respect of betting and gaming products more generally. The use of bots to play other real-money games such as bingo, slots and other casino games are other known methods of online betting and iGaming fraud. Acts of fraud or cheating may involve various tactics, possibly in collusion with our employees or other customers.

Successful exploitation of our systems could have adverse effects on our product offerings, services and customer experience and could harm our reputation. Failure to discover such acts or schemes in a timely manner could result in harm to our operations. In addition, negative publicity related to such schemes could have an adverse effect on our reputation, potentially causing a material adverse effect on our business, financial condition and results of operations. In the event of the occurrence of any such issues with our existing platform or product offerings, substantial engineering and marketing resources and management attention, may be diverted from other projects to correct these issues, which may delay other projects and the achievement of our strategic objectives. See also “—Risks Relating to Information Technology Systems and Intellectual Property—We are highly dependent on the development and operation of our sophisticated and proprietary technology and advanced information systems, and we could suffer failures, interruptions or disruptions to such systems or related development projects and/or we could fail to effectively adopt and implement new technologies and systems required for our business to remain competitive.”

We also deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering regulations. Any violation of anti-money laundering laws or regulations, or any accusations of money laundering or regulatory investigations into possible money laundering activities, by any of our properties, employees or customers could have a material adverse effect on our business, financial condition and results of operations.

We have implemented a variety of detection and prevention controls to minimize the opportunities for fraudulent play and collusion (including through the use of AI or bots). We must continually monitor and develop their effectiveness to counter innovative techniques, and we cannot guarantee that any of our measures will be effective now or in the future. Our failure to adequately detect or prevent fraudulent or other illegal transactions could harm our reputation or brand, result in litigation or regulatory action and lead to expenses that could adversely affect our business, financial condition and results of operations.

Table of Contents

Online betting and iGaming contracts may be unenforceable and may result in player claims for refunds that, if successfully adjudicated and enforced, could have a material adverse effect on our business, financial condition and results of operations.

In several of the markets in which we have provided or continue to provide online betting and iGaming products and services under a Maltese remote gaming license, online betting and iGaming contracts ~~are~~could be deemed by courts ~~of law~~ either to be null and void or unenforceable under local laws. Although the choice of law clauses in ~~end-user~~customer terms and conditions stipulate that betting and gaming transactions take place in the ~~location~~jurisdiction ofin ~~the~~which ~~operator~~we are operating under a valid remote license (rather than in the location of the customer), ~~there is a risk that~~ customers located in these markets have in the past and could ~~later~~in the future demand to recover the funds that they have wagered on an online betting and iGaming site ~~from the operators of the site. Player claims have materialized on an industry-wide basis in Austria~~ and ~~Germany~~enforce ~~for~~any ~~refunds~~judgment ~~of historic losses~~ based on the assertion that, under applicable local law, the iGaming offering under a Maltese remote multi-jurisdictional license is contrary to local law. In 2023, we were granted a local gaming license in Germany with respect to the products upon which such ~~claims are generally based and no longer operate with respect to those products in Germany under our Maltese remote license~~demand. However, we continue to operate under our Maltese remote license in Austria, where there is no available local regulatory framework. Generally, local courts have been ruling in favor of players in Germany and Austria, though a limited number of German courts have ruled in favor of operators. Certain claimants that have been successful in adjudicating final claims in Austria have sought enforcement of the resulting judgments in Malta. In June 2023, Malta enacted legislation which prohibits the enforcement of foreign judgments against authorized Maltese licensed operators who are acting lawfully in accordance with Maltese law, which enshrined into law long-standing Maltese public policy. To date, there has been no final decision in Maltese courts with respect to the enforcement of any player claim in Malta. If a material proportion of player claims were successfully enforced either in Malta or any other jurisdiction, it could have a material adverse effect on our business, financial condition and results of operations.

AThese ~~challenge~~types of player claims have materialized on an industry-wide basis in Austria and Germany based on the assertion that, under applicable local law, the iGaming offering under a Maltese remote multi-jurisdictional license is contrary to local law. In 2023, we were granted a local gaming license in Germany with respect to the products upon which such claims are generally based and no longer operate with respect to those products in Germany under our ~~tax~~Maltese ~~policies~~remote ~~could~~license. However, we continue to operate under our Maltese remote license in Austria, where there is no available local regulatory framework. Generally, local courts have been ruling in favor of players in Germany and Austria, and certain claimants that have been successful in adjudicating final claims in Austria have sought enforcement of the resulting judgments in Malta. To date, no Maltese court has granted enforcement of any player claim judgement from a ~~material~~foreign ~~impact~~court onin Malta, and in June 2023, Malta enacted legislation prohibiting the ~~amount~~enforcement of ~~tax~~foreign ~~payable~~judgments byagainst usauthorized Maltese licensed operators who are acting lawfully in accordance with Maltese law. However, if in the future a material proportion of player claims were successfully enforced either in Malta or any other jurisdiction, it could have a material adverse effect on our business, financial condition and results of operations.

We have a policy to conduct business, including transactions between members of our Group, in accordance with current tax legislation, tax treaties and provisions applicable in the various jurisdictions in which we operate. We could be adversely affected by changes in tax laws, tax treaties and provisions or changes in the interpretation of tax laws by any tax authority. Equally, if any member of our Group is found to have a taxable presence in a jurisdiction where it had not registered a business presence, whether on the basis of existing law, the current practice of any tax authority or by reason of a change in law or practice, this may have a material adverse effect on the amount of tax including corporate income tax, transaction or sales tax or VAT payable by us.

It is also our policy that the pricing of any arrangements between members of our Group, such as the intra-group provision of services are established on an arm’s length basis. However, if the tax authorities in the relevant jurisdictions do not regard the arrangements between any members of our Group as being made at arm’s length in accordance with applicable tax law, the amount of tax payable by us may increase materially.

We regularly review our tax provision on the basis of current law. It is possible, however, that our tax provision may turn out to be insufficient.

Financial and Banking Risks Relating to Our Operations

We are exposed to foreign exchange rate risk with respect to the translation of foreign currency denominated balance sheet amounts and to the risk of interest rate fluctuations.

Our reporting currency is U.S. dollars, but part of our income, customer deposits and expenditure is in other currencies, including, in particular, euro, pounds sterling, Canadian dollars and Australian dollars, as well as other currencies. As a result, our revenues and costs are affected by foreign exchange rate fluctuations and volatility in exchange rates between U.S. dollars and relevant other currencies, which results in, and may continue to result in, volatility in our reported results of operations.

~~Exchange rate fluctuations also affect our Consolidated Balance Sheet, particularly with respect to individual assets and liabilities.~~ 41

Tariff-related disruptions may also lead to fluctuations in exchange rates as markets react to shifts in trade relationships, thereby increasing the volatility of foreign currency exposure.

In line with our risk management policies, we may, from time to time, hedge a portion of our currency exposures and try to limit any adverse effect of exchange rate fluctuations on our business, financial condition and results of operations, but there can be no assurance that such hedging will eliminate the potentially materially adverse effects of such fluctuations.

Table of Contents

~~Our~~Exchange ~~exposure~~rate tofluctuations ~~the~~also ~~risk~~affect ~~of changes in market interest rates relate primarily to interest expense on~~ our ~~long-term~~Consolidated ~~debt~~Balance ~~obligations with floating interest rates~~Sheet, ~~including~~particularly ~~our~~with ~~term~~respect ~~loan facilities and revolving credit facility pursuant~~ to aindividual ~~Syndicated~~assets ~~Facility Agreement, dated November 24, 2023 (as amended the “Credit Agreement”). As a result of the cash generative nature of our business~~ and ~~the~~liabilities ~~cash~~denominated ~~balances we retain on behalf of customers, we are also exposed to interest rate risk affecting the income earned on such deposits. Interest rate increases, disruption~~ in ~~the credit markets, changes to our credit ratings or~~ other credit or macroeconomic factors could negatively impact the availability or cost of funding, including our ability to incur additional indebtedness to operate our ongoing operations, fund liquidity needs or to refinance our credit facilities on commercially reasonable terms or at allcurrencies.

Tariff-related disruptions may also lead to fluctuations in exchange rates as markets react to shifts in trade relationships, thereby increasing the volatility arising from foreign currency exposure.

Our exposure to the risk of changes in market interest rates relate primarily to interest expense on our long-term debt obligations with floating interest rates, including our term loan facilities and revolving credit facility. As a result of the cash generative nature of our business and the cash balances we retain on behalf of customers, we are also exposed to interest rate risk affecting the income earned from such deposits. Interest rate increases, disruption in credit markets, changes to our credit ratings or other credit or macroeconomic factors could negatively impact the availability or cost of funding, including our ability to incur additional indebtedness to operate our ongoing operations, fund liquidity requirements or to refinance our credit facilities on commercially reasonable terms or at all.

We may, from time to time, hedge a portion of our net interest rate exposures and try to limit any adverse effect of interest rate fluctuations on our business, financial condition and results of operations, but there can be no assurance that such hedging will eliminate the potentially materially adverse effects of such fluctuations.

We depend on the ongoing support of payment processors and international multi-currency transfer systems.

We are reliant on payment and multi-currency processing systems to facilitate the movement of funds between each of our businesses and their respective customer bases. Anything that could interfere with our relationships with payment service providers would have a material adverse effect on our business. The introduction of legislation or regulations restricting financial transactions with online betting and iGaming operators or prohibiting the use of credit cards and other banking instruments for online betting and iGaming transactions, or any other increase in the stringency of regulation of financial transactions, whether in general or in relation to the online betting and iGaming industry in particular, may restrict our ability to accept payment from our customers or facilitate withdrawals by them. For example, ~~in January 2020 the UKGC announced that,~~ with effect from April 14, 2020, betting and gaming operators ~~will~~are not be permitted to accept credit card payments from UK based customers, ~~resulting~~which inhas ~~our~~resulted in loss of revenue. For additional information about this ban, see “—Risks Relating to Regulation, Licensing, Litigation and Taxation—The UK government’s ongoing review of the UK Gambling Act may result in more onerous regulation of the betting and gaming industry in Great Britain, part of our second-largest market, which could have a material adverse effect on our business, financial condition and results of operations.”

Certain governments may seek to impede the online betting and iGaming industry bythrough ~~introducing~~ legislation or ~~through~~ enforcement measures designed to prevent customers or financial institutions, based in their jurisdictions, from transferring money to online betting and iGaming operations. They may seek to impose embargoes on currency use, wherever transactions are taking place. This may result in the providers of payment systems for a particular market deciding to cease providing their services for such a market. This in turn would lead to an increased risk that payments due to us are misappropriated, frozen or diverted by banks and credit card companies. There may be a limited availability of alternative systems, inparticularly ~~particular~~ in light of recent consolidation in the financial services industry. As a result, payment systems providers may increase their charges to us or our customers, and/or we may be required to source new payment systems providers of lesser quality and reliability than those providers previously used to service a particular market, which would also enhance the risk of default or delayed payments in circumstances where it would be too time consuming and challenging to sue for recovery. The likelihood of any such legislation or enforcement measures is greater in certain markets that seek to protect their state betting and gaming monopolies and/or that have foreign currency or exchange control restrictions.

The tightening, or other modifications to, or changes in interpretation of ~~anti-money~~AML ~~laundering~~ regulations may also affect the speed and convenience of payment processing systems, resulting in added inconvenience to customers. Card issuers and acquirers may dictate how transactions and products need to be coded and treated which may also impact on acceptance rates. Certain card issuers, acquirers, payment processors and banks may also cease to process transactions relating to the online betting and iGaming industry as a whole or certain operators (including us) for reputational, compliance and/or regulatory reasons ~~or in light of increased compliance standards of such third parties that seek to limit their business relationships with certain industry sectors considered as “high risk” sectors~~.

A number of issuing banks or credit card companies may, from time to time, reject payments to us that are attempted to be made by customers. Should such restrictions and rejections become more prevalent, or any other restriction on payment processing be introduced, iGaming activity by our customers or the conversion of registered customers into AMPs could be adversely affected, which in turn could have a material adverse effect on our ability to generate revenue.

In addition, if any relevant regulator were to challenge our payment arrangements, and we were unable to withstand such challenge, we would have to reorganize the way in which we receive payments from our customers. Such a reorganization of payment systems could disrupt our business and, as a result, have a material adverse effect on our business, financial condition and results of operations.

5642

Table of Contents

The receipt and holding of customer funds could be regarded as a deposit-taking business, requiring various financial services licenses/ or authorizations.

In ~~common with other online betting and iGaming businesses, payments from our customers are generally required in advance of permitting such customers to participate in betting and iGaming activities.~~ The receipt of funds from customers may be subject to regulation in various countries. For example, ~~such~~accepting ~~payments may constitute “~~deposits” ~~for the purposes of the UK financial services regime. Accepting deposits~~ in the United Kingdom is a regulated activity, generally requiring those that accept deposits in the United Kingdom to be authorized under applicable financial services legislation.

We have previously received confirmation from the Financial Conduct Authority (“FCA”) that ~~the~~our acceptance ~~by the relevant entity~~ of ~~such~~customer payments does not constitute “deposit taking” and that ~~therefore~~ we therefore do not require authorization under applicable financial services legislation in the United Kingdom. If this position were to change, or if our UK-based business were found to be subject to any proposed changes to the FCA’s Licensing, Compliance and Enforcement Policy, we may have to either reorganize the way in which we receive payments from our customers or seek to obtain relevant authorizations. Such a reorganization of payment systems could disrupt our operations and result in our incurring unforeseen costs and expenses. In addition, any failure to obtain athe necessary authorization may prevent us from continuing to provide our products in the same way as we currently do, which may impose additional costs on the provision of such products or prevent us from providing some or all of our products to certain customers.

WeOur ~~may~~strategy could be ~~exposed~~materially toand ~~the~~adversely ~~risk~~affected ofby ~~customer~~our ~~chargebacks~~indebtedness.

~~Chargebacks~~As ~~occur~~of ~~when~~December ~~customers~~31, ~~card~~2025, ~~issuers~~we orhad ~~payment~~total ~~processors~~long-term ~~seek~~debt toof ~~void~~$12,266 ~~card or other payment transactions~~million. ~~Chargebacks~~We ~~are~~may aincur ~~cost~~substantial ofadditional ~~most~~indebtedness ~~retail-based~~in ~~businesses~~the ~~and~~future, doin ~~not~~particular ~~relate~~in ~~only~~connection towith ~~online~~future ~~betting~~acquisitions, ~~and~~which ~~iGaming.~~remain ~~Cardholders~~a ~~are~~core ~~supposedly~~part ~~able~~of toour ~~reverse~~strategy, ~~card~~some ~~transactions~~of ~~only~~which ifmay ~~there~~be ~~has~~secured ~~been~~by ~~unauthorized~~some ~~use of the card~~ or ~~the~~all ~~services~~of ~~contracted~~our ~~for~~assets. ~~have~~Our ~~not~~overall ~~been~~level ~~provided.~~of ~~Customers~~indebtedness ~~occasionally~~from ~~seek~~time to ~~reverse~~time ~~their~~may ~~real~~have ~~money~~an ~~losses~~adverse ~~through~~effect ~~chargebacks. We place emphasis~~ on ~~control~~our ~~procedures to protect from chargebacks~~strategy, including ~~tracking~~requiring ~~customers~~us ~~that~~to ~~have~~dedicate ~~previously~~portions ~~charged~~of ~~back and by providing~~ our ~~customers~~cash ~~with~~flow ato ~~variety~~payments ofon ~~alternative~~our ~~payment~~debt, ~~processing~~thereby ~~methods~~reducing ~~such~~funds asavailable ~~e-wallets~~for ~~and~~reinvestment ~~pre-paid~~in ~~cards to reduce~~ the ~~risk~~business, ofrestricting ~~chargebacks.~~us Wefrom ~~expect~~securing ~~that~~the afinancing, ~~proportion~~if ofnecessary, ~~our customers will continue~~ to ~~reverse~~pursue ~~payments~~acquisition ~~made~~opportunities, bylimiting ~~card~~our ~~and~~flexibility ~~other~~in ~~payment~~planning ~~methods~~for, ~~through~~or ~~the~~reacting ~~use of chargebacks~~to, ~~and~~changes ifin ~~this~~our isbusiness ~~not~~and ~~controlled,~~industry itand ~~could~~placing ~~have~~us at a ~~material~~competitive ~~adverse~~disadvantage ~~effect~~compared onto our ~~business,~~competitors ~~financial~~that ~~condition~~have ~~and~~lower ~~results~~levels of ~~operations~~indebtedness.

~~Our~~We ~~strategy~~may need to refinance some or all of our debt upon maturity, either on terms that could potentially be ~~materially~~less ~~adversely~~favorable ~~affected~~than bythe existing terms, or under unfavorable market conditions, which may also have an adverse effect on our ~~indebtedness~~strategy.

As of December 31, 2024, we had total long-term debt of $6,736 million. We may incur substantial additional indebtedness in the future, in particular in connection with future acquisitions, which remain a core part of our strategy, some of which may be secured by some or all of our assets. Our overall level of indebtedness from time to time may have an adverse effect on our strategy, including requiring us to dedicate portions of our cash flow to payments on our debt, thereby reducing funds available for reinvestment in the business, restricting us from securing the financing, if necessary, to pursue acquisition opportunities, limiting our flexibility in planning for, or reacting to, changes in our business and industry and placing us at a competitive disadvantage compared to our competitors that have lower levels of indebtedness.

We may need to refinance some or all of our debt upon maturity, either on terms that could potentially be less favorable than the existing terms, or under unfavorable market conditions, which may also have an adverse effect on our strategy. See also “—Risks Relating to Our Business and Industry—We may require additional capital to support our growth plans, and such capital may not be available on terms acceptable to us, if at all. This could hamper our growth and materially and adversely affect our business.”

Table of Contents

Risks Relating to Ownership of Our Ordinary Shares

~~Fulfilling~~We previously identified deficiencies in our internal control over financial reporting ~~and~~that ~~other~~constitute ~~regulatory~~“material ~~obligations~~weaknesses” as adefined U.in Regulation S-X. ~~public~~Although ~~company~~these ismaterial ~~expensive~~weaknesses ~~and~~have ~~time~~been ~~consuming~~remediated, ~~and~~if ~~these~~we ~~activities~~identify material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting to the standards required by U.S. securities laws, we may ~~strain~~not be able to accurately report our ~~resources.~~financial condition or results of operations or prevent fraud.

AsWe ~~a public company with a recent U.S. listing of our ordinary shares in the United States, we~~ are subject to ~~the~~Section ~~reporting~~404 ~~requirements~~ of the ~~Exchange Act and are required to implement specific corporate governance practices and adhere to a variety of reporting requirements under the~~ Sarbanes-Oxley Act ~~of 2002 (the “Sarbanes-Oxley Act”) and the related rules and regulations of the SEC~~, aswhich ~~well as the rules of the NYSE. The Exchange Act~~ requires us to ~~file~~maintain ~~annual~~internal ~~and~~control ~~other~~over ~~reports~~financial ~~with~~reporting ~~respect~~and to ~~our~~report ~~business~~any ~~and~~material ~~financial~~weaknesses ~~condition.~~in ~~The~~such ~~Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and~~ internal control ~~over financial reporting~~. In addition, ~~during~~our ~~2024,~~independent weregistered ~~determined~~public ~~that~~accounting ~~the~~firm ~~Company~~is norequired ~~longer~~to ~~qualifies~~attest asto athe ~~foreign~~effectiveness ~~private~~of ~~issuer,~~our asinternal ~~defined~~control ~~under~~over ~~the~~financial ~~Exchange Act~~reporting. AsWhile ano ~~result,~~material ~~effective~~weaknesses were identified as of ~~January~~December 131, 2025, ~~the~~we ~~Company~~previously isidentified nomaterial ~~longer~~weaknesses ~~eligible~~in toour ~~use~~internal ~~the~~controls ~~rules~~over ~~designed~~financial reporting for ~~foreign~~fiscal ~~private~~years ~~issuers~~2024 and ~~is instead considered a U.S. domestic issuer. As such~~2023, ~~the Company is required to comply with, among other things, U.S. proxy requirements~~ and ~~Regulation~~we FDcannot ~~and~~assure ~~its~~you ~~officers,~~that ~~directors~~additional ~~and~~material ~~principal~~weaknesses ~~shareholders~~will ~~are~~not ~~subject~~arise toin the ~~beneficial~~future. ~~ownership~~Details ~~reporting and short-swing profit recovery requirements under Section 16~~ of ~~the~~remediation ~~Exchange~~activities ~~Act.~~completed ~~The~~in ~~Company~~fiscal isyear ~~also~~2025, ~~no longer eligible to rely upon exemptions from corporate governance requirements that~~ are ~~available~~set toout ~~foreign~~in ~~private~~Item ~~issuers~~9A. orControls toand ~~benefit from other accommodations for foreign private issuers under the rules of the SEC or NYSE~~Procedures.

~~Compliance~~Our ~~with~~reporting ~~these~~obligations ~~requirements~~as ~~places~~a ~~additional~~public ~~demands~~company place significant requirements on our ~~legal,~~management ~~accounting,~~and ~~finance~~we ~~and~~are ~~investor~~required ~~relations~~to ~~staff~~devote substantial operational and onfinancial ~~our~~resources ~~accounting,~~to ~~financial~~meet those obligations and ~~information~~expect ~~systems,~~to ~~and~~continue ~~have~~to ~~increased,~~do ~~and~~so ~~following~~for the ~~loss~~foreseeable offuture. ~~foreign~~Changes ~~private~~in ~~issuer~~personnel, ~~status~~systems ~~has~~or ~~further~~procedures ~~increased,~~(including ~~our~~the ~~legal~~implementation, ~~and~~upgrade, ~~accounting~~replacement ~~compliance~~or ~~costs~~integration asof ~~well~~enterprise asresource ~~our~~planning ~~associated~~systems), ~~compensation~~as ~~expense.~~well Asas aother ~~U.S.-listed~~significant ~~company~~events, ~~and~~including ~~domestic issuer~~M&A, wemay have ~~also~~an ~~enhanced~~adverse impact on our ~~investor~~internal ~~relations~~controls and ~~corporate~~increase ~~communications~~the ~~functions~~risk of deficiencies. ~~These~~The ~~additional~~existence ~~efforts~~of ~~may~~any ~~strain~~material ~~our~~weakness ~~resources~~could ~~and~~require ~~divert~~us ~~management’s~~to ~~attention~~incur ~~from~~significant ~~other~~expense ~~business~~to ~~concerns~~remediate, ~~which~~and ~~could~~we ~~have~~may anot ~~material~~be ~~adverse~~able ~~effect~~to ondo ~~our~~so ~~business,~~in ~~financial~~a ~~condition~~timely manner or ~~results~~at ~~of operations~~all. WeIn ~~expect~~addition, toa ~~incur~~control ~~additional~~system, ~~incremental~~no ~~ongoing~~matter ~~costs~~how inwell ~~connection~~designed ~~with~~and ~~becoming~~operated, acan ~~U.S.~~provide ~~domestic~~only ~~issuer.~~reasonable, ~~The~~not ~~actual~~absolute, ~~amount~~assurance ofthat the ~~incremental~~control ~~expenses~~system’s weobjectives will ~~incur may~~ be ~~higher~~met. Further, ~~perhaps~~because ~~significantly,~~of ~~from~~the ~~our~~inherent ~~current~~limitations ~~estimates~~in ~~for~~all acontrol ~~number~~systems, no evaluation of ~~reasons,~~controls ~~and~~can ~~there~~provide ~~may~~absolute beassurance ~~additional~~that ~~costs~~misstatements wedue ~~may~~to ~~incur~~error ~~that~~or wefraud ~~have~~will not ~~currently~~occur ~~anticipated~~or that all control issues and instances of fraud, if any, within a company have been detected.

WeIf ~~are~~we ~~required~~fail to ~~comply~~prevent ~~with~~material ~~the~~weaknesses ~~internal~~in ~~control evaluation and certification requirements of Section 404 of~~ the ~~Sarbanes-Oxley~~future ~~Act,~~or ~~and~~otherwise wefail ~~expect that our independent registered public accounting firm will be required~~ to ~~formally~~maintain ~~attest~~an toeffective ~~the~~system ~~effectiveness~~ of ~~our~~ internal controls by the end of our fiscal 2025 year. This process requires significant documentation of policies, procedures and systems, review of that documentation by our internal auditing and accounting staff and testing of our internal control over financial reporting byto ~~our~~the ~~internal~~standards ~~auditing~~required ~~and~~by ~~accounting staff~~U.S. ~~This~~securities ~~involves considerable time and attention~~laws, ~~may~~we ~~strain our internal resources and will increase our operating costs. We~~ may ~~experience~~not ~~higher~~be ~~than~~able ~~anticipated~~to ~~operating~~accurately ~~expenses~~or ~~and~~timely ~~principal~~report ~~accountant fees as result. If~~ our ~~independent~~financial ~~registered~~condition ~~public~~or ~~accounting~~results ~~firm~~of isoperations ~~unable~~or toprevent ~~express~~fraud. anInadequate ~~unqualified opinion as to the effectiveness of our~~ internal ~~control~~controls ~~over~~could ~~financial~~also ~~reporting,~~cause investors ~~may~~to lose confidence in ~~the accuracy and completeness of~~ our reported financial ~~reports~~information, ~~and~~which ~~the market price of our ordinary shares~~ could behave ~~negatively~~an ~~affected,~~adverse ~~and~~effect weon ~~could~~our ~~become subject to investigations by the NYSE~~business, ~~the SEC or other regulatory authorities, which could require additional~~ financial condition and ~~management~~results ~~resources.~~of operations.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for U.S. public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We have invested, and expect to continue to invest, resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business, financial condition, results of operations and cash flow could be adversely affected. 43

Table of Contents

We have ~~identified~~not ~~deficiencies~~paid individends on our ~~internal~~ordinary ~~control~~shares ~~over~~since ~~financial~~May ~~reporting~~2020 ~~that~~and ~~constitute~~may ~~“material~~not ~~weaknesses”~~pay asdividends ~~defined~~ in ~~Regulation S-X. If we are unable to remediate these deficiencies, or if we identify material weaknesses in the~~ future ~~or otherwise fail to maintain an effective system of internal control over financial reporting to the standards required by U~~.S. ~~securities laws, we may not be able to accurately report our financial condition or results of operations or prevent fraud.~~

~~For~~We ~~the~~have ~~year~~not ~~ended~~paid ~~December~~dividends ~~31,~~on ~~2024~~our ordinary shares since May 2020. The declaration, ~~management~~amount ~~has~~and ~~assessed~~timing ~~for~~of ~~the~~any ~~first~~future ~~time~~dividends on our ordinary shares will be at the ~~effectiveness~~sole discretion of our ~~internal~~Board ~~control~~and ~~over~~will ~~financial~~depend ~~reporting~~on ~~for~~a ~~the~~range ~~purpose~~of factors, including our financial condition and results of ~~Section~~operations, ~~404~~general economic conditions, available cash, capital requirements and commitments, leverage levels, contractual, legal, tax and regulatory restrictions (a)including ofunder the ~~Sarbanes-Oxley~~Irish Companies Act) and such other factors as the Board may consider relevant. ~~Due~~In toaddition, anas ~~initial~~a ~~transition~~holding ~~period~~company, ~~established~~we byrely on the ~~rules~~earnings and cash distributions of ~~the~~our ~~SEC~~subsidiaries to generate cash, ~~our~~including ~~independent~~to ~~registered~~fund ~~public~~any ~~accounting~~future ~~firm~~dividends, isand ~~not~~such ~~required~~distributions tomay ~~issue~~be alimited ~~report~~by ~~under~~the ~~Section~~subsidiaries’ ~~404(b)~~financial ofperformance or applicable restrictions. If we do not pay dividends in the ~~Sarbanes-Oxley~~future, ~~Act~~you may not receive any return on ~~the~~your ~~effectiveness~~investment ofin our ~~internal~~ordinary ~~control~~shares ~~over~~unless ~~financial~~you ~~reporting~~are ~~for~~able ~~the~~to ~~year~~sell ~~ended~~them ~~December~~at ~~31,~~a ~~2024~~price greater than that which you paid for them.

As set out in Item 9A. Controls and Procedures, we have identified deficiencies in our internal control over financial reporting that constitute material weaknesses as defined in Regulation S-X, covering a wide range of business and IT processes at a number of different locations.

In order to remediate the identified deficiencies, management has developed a comprehensive remediation plan, the implementation of which is ongoing. Details of both the remediation plan activities completed in the year ended December 31, 2024, and the remaining remediation activities to be completed in subsequent periods, are set out in Item 9A. Controls and Procedures.

While we are working to remediate the identified deficiencies as timely and efficiently as possible, at this time we cannot provide an estimate of the time it will take to complete this remediation plan. During the year ended December 31, 2024, the Company did not incur material costs as part of its remediation efforts; however, we cannot provide an estimate of costs expected to be incurred in connection with the implementation of this remediation plan. We expect the remediation to be time consuming and place significant demands on the Company’s financial and operational resources, but we do not believe the costs involved are reasonably likely to be material.

An independent registered public accounting firm has not performed an evaluation of our internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act. Any testing conducted by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses for the purpose of the Sarbanes-Oxley Act or that may require prospective or retroactive changes to our consolidated financial statements or identify other areas for further attention or improvement. If we are unable to remediate any such material weaknesses, or if we identify material weaknesses in the future or otherwise fail to maintain an effective system of internal controls over financial reporting to the standards required by U.S. securities laws, we may not be able to accurately or timely report our financial condition or results of operations or prevent fraud. Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have an adverse effect on our business, financial condition and results of operations.

We have not paid dividends on our ordinary shares since May 2020. If we do not pay dividends in the future, you may not receive any return on your investment unless you sell our ordinary shares that you own for a price greater than that which you paid for them.

We have not paid dividends on our ordinary shares since May 2020. The declaration, amount and payment of any future dividends on our ordinary shares will be at the sole discretion of our Board. Our Board may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, leverage levels, capital requirements, share repurchase commitments, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our shareholders or by our subsidiaries to us and such other factors as our Board may deem relevant. In addition, our ability to pay dividends may be limited by agreements governing any indebtedness that we or our subsidiaries may incur in the future. As a result, if we do not pay dividends in the future, you may not receive any return on an investment in our ordinary shares unless you sell our ordinary shares that you own for a price greater than that which you paid for them.

Table of Contents

Our ability to pay dividends or effect other returns of capital in the future depends, among other things, on our financial performance.

Our ability to pay regular dividends on our ordinary shares in the future is dependent on our financial performance, which may underperform market expectations. If our cash flow underperforms market expectations, then our capacity to pay a dividend or effect other returns of capital (including, without limitation, share repurchases) may be negatively impacted. Any decision to declare and pay dividends or to effect other returns of capital will be made at the discretion of the Board and will depend on, among other things, applicable law, regulation, restrictions (if any) on the payment of dividends and/or capital returns in our financing arrangements, our financial position, retained earnings/profits, working capital requirements, finance costs, general economic conditions and other factors that the Board deems significant from time to time. In addition, as an Irish-incorporated company, our ability to pay dividends is dependent on the extent to which we have sufficient profits available for distribution, and on the other limitations contained in the Irish Companies Act.

We are a holding company and depend on our subsidiaries for cash, including in order to pay dividends.

We are a group holding company and are dependent on earnings and distributions of funds from our operating subsidiaries for cash, including in order to pay any future dividends to our shareholders. Our future ability to pay dividends to our shareholders will depend on the ability of our subsidiaries to distribute profits or pay dividends to us, general economic conditions and other factors that the directors deem significant from time to time. Our distributable reserves can be affected by reductions in profitability, impairment of assets and severe market turbulence.

You may be diluted by the future issuance of additional ordinary shares in connection with our incentive plans, acquisitions or otherwise.

Our organizational documents and certain provisions of Irish law authorize us to issue new ordinary shares on a non-preemptive basis in certain circumstances. In addition, ~~as disclosed below under “—Risks Relating to Our Jurisdiction of Incorporation—Shareholders could be diluted in the future if we increase~~ our ~~issued share capital because of the disapplication of statutory preemption rights. In addition,~~ shareholders ~~in certain jurisdictions, including the United States, may not be able to exercise their preemption rights even if those rights~~ have ~~not been disapplied,” our shareholders have~~ opted out of statutory preemption rights otherwise applicable to the issue of new ordinary shares for cash within certain parameters. As a result, we may in the future decide to issue additional ordinary shares or other equity share capital on a non-preemptive basis, whether in connection with acquisitions or otherwise. This could dilute the proportionate ownership and voting interests of holders of ordinary shares and may have a negative impact on the market price of ordinary shares. In addition, any ordinary shares that we issue under any equity incentive plans that are currently in place or that we may adopt in the future, either as a result of the grant of new equity awards or the exercise of equity awards that are currently outstanding, would dilute the percentage ownership held by other investors.

The amount and frequency of our share repurchases may fluctuate, and we cannot guarantee that we will purchase all of the shares under our share repurchase authorization, or that it will enhance long-term shareholder value. ~~Share repurchases could also increase the volatility of the trading price of our ordinary shares and will diminish our cash reserves.~~

WeOur ~~previously announced that our~~ Board has authorized a share repurchase program of up to $5 billion of our ordinary shares. As of December 31, ~~2024~~2025, we have completed $~~121~~1.1 ~~million~~billion of this share repurchase program with approximately $43.9 billion remaining. The amount, frequency, and execution of our share repurchases pursuant to our share repurchase authorization may fluctuate based on a variety of factors, including legal requirements, price, economic and market conditions and our operating results, cash flows, and priorities for the use of cash for other purposes. These other purposes include, but are not limited to, operational spending, capital spending, acquisitions, and repayment of long-term debt. Other factors, including changes in tax laws, could also impact our share repurchases.

The share repurchase authorization does not obligate us to repurchase ordinary shares, and we cannot guarantee that we will purchase all of the ordinary shares under such authorization or that it will enhance long-term shareholder value. The repurchase authorization could affect the trading price of our ordinary share and increase volatility, and any announcement of a pause in, or termination of, this program may result in a decrease in the trading price of our ordinary share. In addition, this program is a use of cash, which may reduce the availability of cash for other business purposes, including investments, acquisitions, dividends, or repayment of indebtedness.

Table of Contents

Any shareholder whose principal currency is not the U.S. dollar will be subject to exchange rate fluctuations.

Our ordinary shares traded on the NYSE are traded in U.S. dollars, and any cash dividends or other distributions to be declared in respect of them, if any, will be denominated in U.S. dollars. Shareholders whose principal currency is not the U.S. dollar and who wish to trade ordinary shares on the NYSE will be exposed to foreign currency exchange rate risk. Any depreciation of the U.S. dollar in relation to such foreign currency would reduce the value of our ordinary shares held by such shareholders, whereas any appreciation of the U.S. dollar would increase their value in foreign currency terms.

If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our ordinary shares, our share price and trading volume could decline.

The trading market for our ordinary shares will be influenced by the research and reports that industry or securities analysts publish about us or our business. If any of the analysts who cover us downgrades our ordinary shares or publishes inaccurate or unfavorable research about our business, our ordinary share price may decline. If analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our ordinary share price or trading volume to decline and our ordinary shares to be less liquid.

The trading price of our ordinary shares may be volatile.

The trading price of our ordinary shares could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Our ordinary shares may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our ordinary shares may not recover and may experience a further decline.

Broad market and industry factors may materially harm the market price of our ordinary shares irrespective of our operating performance. The stock market in general and the NYSE have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our ordinary shares, may not be predictable. A loss of investor confidence in the market for the stocks of other companies that investors perceive to be similar to us could depress our share price regardless of our business, financial conditions or results of operations. A decline in the market price of our ordinary shares also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future. 44

Shareholders may be subject to voting or distribution restrictions on, or be required to dispose of, their interests in our ordinary shares as a result of the Group’s regulatory requirements.

The licensing or regulatory authorities in the principal jurisdictions in which Flutter has a betting and/or gaming license or in which the Group may seek a license in the future may have broad powers to request or require the reporting of various detailed information from and/or approve the qualification or suitability for licensing of, online betting and iGaming operators, including their directors, management and the holders of legal and/or beneficial interests in our shares. In some jurisdictions, such authorities may impose such information sharing and filing requirements on a continuous and ongoing basis, including in relation to the Group, its directors, management and the holders of legal and/or beneficial interests in ordinary shares. These powers may be exercised by regulators against the holders, whether legal or beneficial, of interests in shares or other securities in betting and gaming operators, as well as against the betting and gaming operators themselves, their directors and management.

In some circumstances, the purpose of the exercise of powers by licensing or regulatory authorities may be to identify shareholders and directors whose involvement with the licensed entity the licensing or regulatory authority considers unacceptable because such persons are not suitable directors, managers or shareholders to have a direct or indirect financial interest in, or influence over, a betting and gaming operator in such jurisdiction.

The information required, qualification or suitability requirements to be satisfied and ongoing regulatory filings to be submitted, may be very detailed, onerous and/or intrusive and may include, for example, personal and financial information concerning the ultimate beneficial owners and/or persons influencing the control of corporate shareholders. In many cases, the terms of our licenses or the provisions of regulations in relevant jurisdictions require us to produce such information on demand in relation to the holders of legal and/or beneficial interests in ordinary shares, as the case may be either following, or in some cases prior to, such persons acquiring specified percentage of legal and/or beneficial interests in our share capital. Any failure by the Group, its directors, its management or, as applicable, any holder (or proposed investor) of an interest in ordinary shares, to comply with such requests could result in the relevant licensing or regulatory authority taking adverse action against the Group in that jurisdiction which may include the suspension or revocation of licenses and/or the imposition of fines.

Table of Contents

ToBroad ~~address~~market ~~the~~and ~~various~~industry ~~requirements~~factors ~~referred~~may tomaterially ~~above,~~harm ~~certain~~the ~~provisions~~market ~~are~~price ~~contained in Flutter’s Articles~~ of ~~Association~~our ~~which permit it to restrict the voting or distribution rights attaching to~~ ordinary shares orirrespective ~~to compel the sale~~ of ~~ordinary~~our ~~shares~~operating ifperformance. aThe ~~holder~~stock ofmarket ~~the legal and/or beneficial interests~~ in ~~ordinary~~general ~~shares does not satisfactorily comply with a regulator’s request(s)~~ and~~/or~~ the ~~Group’s~~NYSE ~~request(s)~~have inexperienced ~~response~~price ~~to regulatory action~~ and~~/or~~ ifvolume ~~the~~fluctuations ~~regulator indicates~~ that ~~such~~have ~~shareholder~~often isbeen ~~not~~unrelated ~~suitable~~or (adisproportionate ~~determination~~to ~~which~~the inoperating ~~all~~performance ~~practical~~of ~~effects is at~~ the ~~sole~~particular ~~discretion~~companies ofaffected. ~~such~~The ~~regulator)~~trading toprices beand ~~the~~valuations ~~holder~~ of ~~the~~these ~~legal~~stocks, and~~/or~~ ~~beneficial~~of ~~interests~~our in ordinary shares~~. Accordingly~~, tomay ~~the~~not ~~extent~~be apredictable. ~~relevant~~A ~~threshold~~loss of ~~ownership~~investor isconfidence ~~passed,~~in ~~or to~~ the ~~extent~~market ~~any~~for ~~shareholder~~the ~~may~~stocks beof ~~found~~other bycompanies ~~any~~that ~~such~~investors ~~regulator~~perceive to be ~~able~~similar to ~~exercise~~us ~~significant~~could ordepress ~~relevant~~our ~~financial~~share ~~influence~~price ~~over~~regardless ~~the~~of ~~Group~~our ~~and~~business, isfinancial ~~considered~~condition byor aresults ~~regulator~~of tooperations. beA ~~unsuitable,~~decline ~~there~~in ~~can~~the bemarket noprice ~~assurance that any given holder~~ of anour ~~interest in~~ ordinary shares ~~may~~also ~~not~~could beadversely ~~subject~~affect toour ~~such~~ability ~~restrictions or compelled~~ to ~~sell~~issue ~~its~~additional ~~ordinary~~securities ~~shares~~and ~~(or~~our ~~have~~ability ~~such ordinary shares sold on its behalf). If a holder of an interest in ordinary shares is required~~ to ~~sell~~obtain ~~its~~additional ~~interests~~financing in ~~ordinary shares (or have such ordinary shares sold on its behalf), subject to~~ the ~~Articles of Association, any such sale may be required at a time, price or otherwise on terms not acceptable to such holder~~future.

Risks Relating to Our Jurisdiction of Incorporation

U.S. investors may have difficulty enforcing judgments against us, our directors and officers.

We are incorporated under the laws of Ireland, and a large portion of our assets are located outside of the United States, and some of our directors and officers are residents of Ireland or otherwise reside outside the United States. As a result, it may not be possible to effect service of process of proceedings commenced in the United States on such persons or us in the United States.

There is no treaty between Ireland and the United States providing for the reciprocal enforcement of judgments obtained in the other jurisdiction and Irish common law rules govern the process by which a U.S. judgment may be enforced in Ireland. As such, there is some uncertainty as to whether the courts of Ireland would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers based on U.S. federal or state civil liability laws, including the civil liability provisions of U.S. federal or state securities laws, or hear actions against us or those persons based on such laws. ~~The following requirements must be met as a precondition before a U.S. judgment will be eligible for enforcement in Ireland:~~

•Furthermore, as an Irish company, Flutter is governed by the ~~judgment~~Irish ~~must~~Companies beAct, ~~for~~which differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including, among others, differences relating to interested director and officer transactions, mergers and acquisitions, takeovers and shareholder lawsuits. Likewise, the duties of directors and officers of an Irish company generally are owed to the company only. Shareholders of Irish companies generally do not have a ~~definite~~personal ~~sum~~right ~~(this~~of ~~excludes~~action ~~enforcement~~against directors or officers of ~~non-monetary~~the ~~judgments~~company and ~~enforcement~~may exercise such rights of ~~actions~~action ~~concerning~~on ~~un-liquidated~~behalf ~~debt);~~of the company only in limited circumstances. Accordingly, holders of our securities may have more difficulty protecting their interests than would holders of securities of a corporation incorporated in a jurisdiction of the United States.

•the judgment must be final and conclusive, and the decree must be final and unalterable in the court which pronounces it;

•the judgment must be provided by a court of competent jurisdiction, and the procedural rules of the court giving the foreign judgment must have been observed;

•the U.S. court must have had jurisdiction in relation to the particular defendant according to Irish conflict of law rules; and

•the Irish courts must be satisfied that they have jurisdiction over the relevant judgment debtors in accordance with the applicable court rules in Ireland.

Even if the above requirements have been met, an Irish court may exercise its right to refuse to enforce the U.S. judgment if the Irish court is satisfied that the judgment (i) was obtained by fraud; (ii) is in contravention of Irish public policy; (iii) is in breach of natural or constitutional justice; or (iv) is irreconcilable with an earlier judgment. By way of example, a judgment of a U.S. court of liabilities predicated upon U.S. federal securities laws may not be enforced by Irish courts on the grounds of public policy if that U.S. judgment includes an award of punitive damages. Further, an Irish court may stay proceedings if concurrent proceedings are being brought elsewhere.

Furthermore, as an Irish company, Flutter is governed by the Irish Companies Act, which differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including, among others, differences relating to interested director and officer transactions and shareholder lawsuits. Likewise, the duties of directors and officers of an Irish company generally are owed to the company only. Shareholders of Irish companies generally do not have a personal right of action against directors or officers of the company and may exercise such rights of action on behalf of the company only in limited circumstances. Accordingly, holders of our securities may have more difficulty protecting their interests than would holders of securities of a corporation incorporated in a jurisdiction of the United States.

Table of Contents

Shareholders could be diluted in the future if we increase our issued share capital because of the disapplication of statutory preemption rights. In addition, shareholders in certain jurisdictions, including the United States, may not be able to exercise their preemption rights even if those rights have not been disapplied.

As a matter of Irish law, holders of our ordinary shares will have a statutory preemption right with respect to any issuance of our ordinary shares for cash consideration or the granting of rights to subscribe for our ordinary shares for cash consideration, unless such preemption right is disapplied, in whole or in part, either in our Articles of Association or by special resolution of our shareholders at a general meeting of shareholders. At our Annual General Meeting on May 1, 2024 (“the 2024 AGM”), shareholders opted out of statutory preemption rights in respect of any allotment of new shares for cash for (i) up to 8,869,952 new ordinary shares (representing approximately 5% of our issued share capital as at the date of the notice of the 2024 AGM); and (ii) up to an additional 8,869,952 new ordinary shares (representing approximately 5% of our issued share capital as at the date of the notice of the 2024 AGM), provided the proceeds of any such allotment as is referenced in sub-paragraph (ii) are used only for the purposes of financing (or refinancing) a transaction which the directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Preemption Rights. Thus, our Board is generally authorized to issue up to 17,739,905 new ordinary shares (representing approximately 10% of our authorized but unissued share capital as at the date of the notice of the 2024 AGM) on a non-preemptive basis for cash consideration until the authorization granted by shareholders expires at the next annual general meeting or August 1, 2025 (if earlier). The existing authority may be renewed by a further special resolution of shareholders at a general meeting.

In addition, even if the disapplication of preemption rights expires (and is not renewed by shareholders at a general meeting) or is terminated by our shareholders in a general meeting, due to laws and regulations in certain jurisdictions outside Ireland, shareholders in such jurisdictions may not be able to exercise their preemption rights unless we take action to register or otherwise qualify the rights offering under the laws of that jurisdiction. For example, in the United States, U.S. holders of our ordinary shares may not be able to exercise preemption rights unless a registration statement under the Securities Act is declared effective with respect to our ordinary shares issuable upon exercise of such rights or an exemption from the U.S. registration requirements is available. If shareholders in such jurisdictions are unable to exercise their preemption rights, their ownership interest would be diluted. Any future issuance of shares or debt instruments convertible into shares where preemption rights are not available or are excluded would result in the dilution of existing shareholders and reduce the earnings per share, which could have a material adverse effect on the price of shares.

As an Irish public limited company, certain capital structure decisions require shareholder approval, which may limit our flexibility to manage our capital structure.

Under Irish law, our authorized share capital can be increased by an ordinary resolution of our shareholders and the directors may issue new ordinary shares up to a maximum amount equal to the authorized but unissued share capital, without shareholder approval, once authorized to do so by our Articles of Association or by an ordinary resolution of our shareholders. At the 2024 AGM, shareholders authorized the Board to allot (i) up to 59,133,016 new ordinary shares (representing approximately 33.33% of our issued share capital as at the date of the notice of the 2024 AGM); and (ii) up to 118,266,033 new ordinary shares (inclusive of any shares issued pursuant to sub-paragraph (i)) (representing approximately 66.66% of our issued share capital as at the date of the notice of the 2024 AGM) provided any shares allotted pursuant to sub-paragraph (ii) are offered by way of a rights issue or other preemptive issue. The authorization granted by shareholders will expire at the earlier of our next annual general meeting or August 1, 2025 (if earlier). We cannot provide any assurance that this authorization will always be approved, which could limit our ability to issue equity and thereby adversely affect the holders of our securities.

Additionally, subject to specified exceptions, Irish law grants statutory preemption rights to existing shareholders where shares are being issued for cash consideration but allows shareholders to disapply such statutory preemption rights either in our Articles of Association or by way of special resolution. Such disapplication can either be generally applicable or be in respect of a particular allotment of shares. We cannot provide any assurance that shareholder authorization will always be approved, which could limit our ability to issue equity and thereby adversely affect the holders of our securities. See also “—Risks Relating to Our Ordinary Shares — Shareholders could be diluted in the future if we increase our issued share capital because of the disapplication of statutory preemption rights. In addition, shareholders in certain jurisdictions, including the United States, may not be able to exercise their preemption rights even if those rights have not been disapplied.”

Table of Contents

Irish law differs from the laws in effect in the United States with respect to defending unwanted takeover proposals and may give our Board less ability to control negotiations with hostile offerors.

Under the Irish Takeover Panel Act 1997, Irish Takeover Rules 2022 (the “Irish Takeover Rules”), our Board is not permitted to take any action that might frustrate an offer for our ordinary shares once our Board has received an approach that may lead to an offer or has reason to believe that such an offer is or may be imminent, subject to certain exceptions. Potentially frustrating actions such as (i) the issue of shares, options, restricted share units or convertible securities or the redemption or repurchase of shares, (ii) material acquisitions or disposals, (iii) entering into contracts other than in the ordinary course of business or (iv) any action, other than seeking alternative offers, which may result in frustration of an offer, are prohibited during the course of an offer or at any earlier time during which our Board has reason to believe an offer is or may be imminent. Exceptions to this prohibition are available where the action is approved by our shareholders at a general meeting or, in certain circumstances, where the Irish Takeover Panel has given its consent to the action. These provisions may give our Board less ability to control negotiations with hostile offerors than would be the case for a corporation incorporated in a jurisdiction of the United States.

The operation of the Irish Takeover Rules may affect the ability of certain parties to acquire our ordinary shares.

Under the Irish Takeover Rules, if an acquisition of ordinary shares were to increase the aggregate holding of the acquirer and its concert parties to ordinary shares that represent 30% or more of the voting rights of the company, the acquirer and, in certain circumstances, its concert parties would be required (except with the consent of the Irish Takeover Panel) to make an offer for the outstanding ordinary shares at a price not less than the highest price paid for the ordinary shares by the acquirer or its concert parties during the previous 12 months. This requirement would also be triggered by an acquisition of ordinary shares by a person holding (together with its concert parties) ordinary shares that represent between 30% and 50% of the voting rights in the company if the effect of such acquisition were to increase that person’s percentage of the voting rights by 0.05% within a 12-month period. Under the Irish Takeover Rules, our Board and their relevant family members, related trusts and “controlled companies” are presumed to be acting in concert with any corporate shareholder who holds 20% or more of our shares. The application of these presumptions may result in restrictions upon the ability of certain shareholders, any of their concert parties and/or members of our Board to acquire more of our securities, including under the terms of any executive incentive arrangements. We may consult with the Irish Takeover Panel with respect to the application of this presumption and the restrictions on the ability to acquire further securities, although we are unable to provide any assurance as to whether the Irish Takeover Panel will overrule this presumption. Accordingly, the application of the Irish Takeover Rules may restrict the ability of certain of our shareholders and directors to acquire our ordinary shares.

Transfers of our ordinary shares, other than by means of the transfer of book-entry interests in the Depository Trust Company (“DTC”), may be subject to Irish stamp duty.

Transfers of our ordinary shares effected by means of the transfer of book-entry interests in DTC will not be subject to Irish stamp duty. However, if you hold your ordinary shares directly rather than beneficially through DTC or your ordinary shares are transferred other than by means of the transfer of book-entry interests in DTC (such as transfers through the CREST system), any transfer of your ordinary shares could be subject to Irish stamp duty (currently at the rate of 1% of the higher of the price paid or the market value of the shares acquired). In such circumstances, while the payment of Irish stamp duty is primarily a legal obligation of the transferee, when shares are purchased on the NYSE, the purchaser will require the stamp duty to be borne by the transferor. The potential for stamp duty could adversely affect the price of your ordinary shares which are held directly outside of DTC rather than beneficially through DTC or are transferred other than by means of the transfer of book-entry interests in DTC.

In certain limited circumstances, dividends we pay may be subject to Irish dividend withholding tax.

In certain limited circumstances, Irish dividend withholding tax (currently at a rate of 25%) may arise in respect of any dividends paid on our ordinary shares. A number of exemptions from Irish dividend withholding tax exist such that shareholders resident in the United States and shareholders resident in certain countries may be entitled to exemptions from Irish dividend withholding tax.

Table of Contents

Shareholders resident in the United States that hold their ordinary shares through DTC will not be subject to Irish dividend withholding tax provided the addresses of the beneficial owners of such ordinary shares in the records of the brokers holding such ordinary shares are recorded as being in the United States (and such brokers have further transmitted the relevant information to a qualifying intermediary appointed by us). U.S. resident shareholders that hold their ordinary shares outside of DTC and shareholders resident in certain other countries (irrespective of whether they hold their ordinary shares through DTC or outside DTC) will not be subject to Irish dividend withholding tax provided the beneficial owners of such ordinary shares have furnished completed and valid dividend withholding tax forms, or an IRS Form 6166 in the case of U.S. resident shareholders only, to our transfer agent or their brokers (and such brokers have further transmitted the relevant information to our qualifying intermediary). However, other shareholders may be subject to Irish dividend withholding tax, which could adversely affect the price of your ordinary shares.

Dividends, if any, received by Irish residents and certain other shareholders may be subject to Irish income tax.

Shareholders entitled to an exemption from Irish dividend withholding tax on dividends received from us, if any, will not be subject to Irish income tax in respect of those dividends, unless they have some connection with Ireland other than their shareholding in us (e.g., they are resident in Ireland). Shareholders who are not resident nor ordinarily resident in Ireland but who are not entitled to an exemption from Irish dividend withholding tax will generally have no further liability to Irish income tax on those dividends which suffer Irish dividend withholding tax.

Ordinary shares received by means of a gift or inheritance could be subject to Irish capital acquisitions tax.

Irish capital acquisitions tax (“CAT”) at a rate of 33% could apply to a gift or inheritance of our ordinary shares, irrespective of the place of residence, ordinary residence or domicile of the parties. This is because our ordinary shares are regarded as property situated in Ireland. The person who receives the gift or inheritance has primary liability for CAT. Gifts and inheritances passing between spouses are exempt from CAT and certain other tax-free thresholds may also apply.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 1C. Cybersecurity

Risk Management and Strategy

Third-party supply risk is managed by functional teams for the Group. Our third-party risk management process ensures that we evaluate relevant third-party cybersecurity controls through a cybersecurity questionnaire. Risks are identified and assessed, and we include security addendums to our contracts where applicable. We have worked to develop and further implement our supplier-risk framework to help us to manage our suppliers more holistically across the lifecycle. In addition, we have an external third-party threat intelligence service that monitors the dark web and other intelligence sources to provide real-time threat information to the Group and for selected critical suppliers. This information is a proactive position on cyber threats. ~~The~~Intelligence ~~intelligence~~ is acted upon and disseminated to the relevant functional teams for action and information.

We have an established cyber risk appetite, framework and policies to support risk-based decisions on where and how to allocate security resources. Our cyber risk framework and associated policies and standards are modelled after established industry frameworks, including the National Institute of Standards and Technology Cyber Security Framework (NIST CSF 2.0). The management of cybersecurity related risks is integrated into our overall enterprise risk management process. Risks are regularly identified, assessed, monitored and reported on to ensure that we are able to allocate security resources appropriately. Risks get reported at divisional, executive and Board risk committees.

6545

Table of Contents

We are regularly audited by various internal and external bodies that validate compliance with regulatory requirements and industry standards. We perform periodical internal assessments of the design and operating effectiveness of our cybersecurity controls, including penetration testing. Dedicated cyber teams in each division and at the Group level perform assurance activities against the Flutter cyber risk and control framework. A dedicated, independent IT internal audit team performs several audits each year on a risk-based approach to key and changing cyber risks. Internal audit's audit plan frequently covers cyber domains such as: patch and vulnerability, cyber threat management, security incident management, access management, network security, data loss prevention and business continuity planning. Agreed improvements are tracked through to completion.

We have specialist security teams ~~available 24/7~~ located in key locations to respond to security incidents should they occur. We maintain cyber insurance to further reduce the consequences of certain types of incidents, and we disclose material incidents to relevant regulatory bodies. We have third-party providers who provide real-time and proactive threat and intelligence and retainer services that assist in forensics and incident support alongside retained legal counsel services.

As cybersecurity threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.

At this time, no risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations, or financial condition. That said, as discussed more fully under “Item 1A. Risk Factors,” the sophistication of cyber threats continues to increase, and we cannot assure that our systems and processes will be successful, that we will be able to anticipate or detect all cyberattacks or other breaches, that we will be able to react to cyberattacks or other breaches in a timely manner or that our remediation efforts will be successful.

Governance

Role of Management

The Group Chief Information Security Officer (“Global CISO”) isoversees ~~responsible for~~ the Group’s ~~cyber~~cybersecurity ~~strategy~~program, providing strategic direction and ~~policies~~coordination across the Group and ~~supporting~~its divisions. This includes oversight of security operations, client data protection, cyber risk management and risk reduction initiatives, risk assurance activities, and incident response and reporting ~~processes~~across the Group. Our Global CISO has over 20 years of extensive experience in cyber security domains and in senior leadership roles in the financial, media and government sectors. InOur ~~addition,~~Global ~~there~~CISO ~~are~~reports ~~divisional~~to ~~directors~~our ofChief ~~information~~Information ~~security~~Officer ~~who~~(“CIO”) ~~are~~and is supported by divisional information security teams, including over 250 cybersecurity specialists, ~~employed~~responsible ~~across~~for ~~Flutter~~identifying, toassessing ~~support~~and managing cybersecurity risks within their respective businesses in accordance with Group policies and standards. Material cybersecurity incidents and risks are escalated through defined reporting protocols to the ~~implementation~~Global ofCISO ~~our~~and ~~cyber~~CIO ~~strategy~~in accordance with the Group’s governance processes.

WeTo ~~have~~provide ~~established~~transparency ~~an Operational Risk~~ and ~~Compliance~~track ~~Committee~~the ~~(“ORCC”),~~continuous ~~which~~management ~~includes~~of ~~our~~cybersecurity ~~Chief~~risks ~~Financial~~across ~~Officer,~~the ~~Chief Legal Officer~~Group, ~~Chief~~a ~~Operating~~council ~~Officer,~~of ~~Chief~~divisional ~~Information~~directors ~~Officer~~of ~~(“CIO”)~~information security, ~~and~~chaired ~~Group~~by ~~directors~~our ~~across~~Global ~~all functional teams. This committee~~CISO, ~~which~~ meets ~~monthly,~~regularly ~~oversees how risk~~ and ~~compliance~~forms ~~standards are operationalized and enforced throughout~~ the ~~Group,~~membership ~~including~~of the ~~implementation~~Global ofCyber ~~risk~~Council ~~mitigation activities where required~~(“GCC”). ~~Areas~~The ~~that~~GCC ~~the~~meets ~~ORCC~~regularly ~~covers,~~to ~~among~~review ~~others, include~~ the Group’s cybersecurity risk ~~and~~profile, ~~control~~threat ~~environment~~landscape, ~~and~~key ~~the~~risk ~~enterprise~~indicators, ~~risks~~significant incidents and ~~control~~remediation ~~environment~~activities, ofand ~~technology~~to ~~and~~set ~~legal~~collective ~~risks.~~priorities for all brands.

Role of the Board

~~Our Board is primarily comprised of US nationals.~~ The ~~Risk and Sustainability Committee of the~~ Board, isoversees ~~responsible~~cyber ~~for~~security ~~the~~risk ~~review~~as ~~and~~part ~~oversight~~ of ~~issues~~its related to the key technology risks facing the Company, including, but not limited to, the Company’s programs, policies, practices and safeguards for information technology, data privacy and protection, cybersecurity and fraud, identification, assessment, monitoring, mitigation and the overall risk management ~~of those risks~~framework, ~~and~~with ~~the~~specific ~~Company’s~~oversight ~~cyberattack~~provided ~~incident~~by ~~response and recovery plan. The~~ Risk and Sustainability Committee receives standing quarterly updates from the Global CISO and CIO on, among other things, our divisional and Group-wide cyber risks, divisional progress on cyber initiatives, external insights, incident updates and post incident reviews, our cyber strategy and our views of the emerging threat landscape.

InThe ~~addition,~~Risk ~~the~~and ~~Board~~Sustainability ~~receives~~Committee ~~regular~~is ~~updates~~responsible ~~via~~for the ~~Chair~~review and oversight of ~~the~~issues ~~Risk~~related ~~and~~to ~~Sustainability~~the ~~Committee~~key ~~and~~technology ~~various~~risks ~~management~~facing ~~committees~~the Company, including, but not limited to, the ~~ORCC~~Company’s programs, ~~Group~~policies, ~~internal~~practices ~~audit~~and safeguards for information technology, ~~Group~~data ~~Risk~~privacy and ~~Group~~protection, ~~internal~~cybersecurity ~~controls~~and fraud, identification, assessment, monitoring, mitigation and ~~annual~~the overall management of those risks, and the Company’s cyberattack incident response and recovery plan. The Risk and Sustainability Committee receives regular updates from the Global CISO and CIO on, ~~the~~among ~~state~~other ofthings, ~~cybersecurity~~our ~~across~~divisional ~~the~~and Group.-wide ~~The~~cyber ~~Board~~risks, isdivisional ~~also~~progress ~~notified~~on ofcyber ~~any~~initiatives, ~~relevant~~external ~~issues~~insights, orincident ~~incidents~~updates ~~which~~and ~~have~~post ~~occurred~~incident orreviews, ~~are~~our ~~reasonably~~cyber ~~likely~~strategy toand ~~occur~~our views of the emerging threat landscape.

66In addition, the Board receives regular updates via the Chair of the Risk and Sustainability Committee and various management committees, including Group internal audit, Group Risk and Group internal controls, and annual updates from the Global CISO and CIO on the state of cybersecurity across the Group. We have protocols by which cybersecurity incidents that meet established reporting thresholds are escalated within the Company and, where appropriate, reported promptly to the Board.

Table of Contents

Item 2. Properties

Our principal executive office is located in leased office space in New York ~~and consists of approximately 54,374 square feet~~. We also have 8375 other offices in North America, South America, Europe, Australia, Asia and Africa~~. Our offices range in size from 400 to 165~~,~~233~~ ~~square feet,~~ and the majority are leased. Additionally, we have 1,~~150~~127 retail shops in ten jurisdictions (Armenia, Bosnia and Herzegovina, Georgia, Italy, Ireland, Montenegro, North Macedonia, Serbia, the United Kingdom, and the United States), 13 of which are owned by us, and the remainder of which are leased or subject to revenue share agreements, depending on the jurisdiction. ~~Our retail locations range in size from 199 square feet to 14,000 square feet.~~ We are not aware of any environmental issues or other constraints that would materially impact the intended use of our facilities. While we may require additional space and facilities as our business expands, we believe that our current facilities are adequate to meet our current needs.

Item 3. Legal Proceedings

We are, and from time to time may become, subject to litigation and various legal proceedings, including litigation and proceedings related to competition and antitrust, intellectual property, privacy, consumer protection, accessibility claims, securities, tax, advertising practices, labor and employment, commercial disputes and services, as well as shareholder derivative suits, class action lawsuits, actions from former employees, suits involving governmental authorities and other matters, that involve claims for substantial amounts of money or for other relief or that might necessitate changes to our business or operations. Please see Note 21 “Commitments and Contingencies” to the consolidated financial statements included in Part II, “Item 8. Financial Statements and Supplementary Data” of this Annual Report, which is incorporated by reference into this Item 3.

Item 4. Mine Safety Disclosures

Not applicable.

6747

Table of Contents

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

The Company’s ordinary shares were registered pursuant to Section 12(b) of the Exchange Act, and began trading on the NYSE (our principal United States trading market) under the symbol “FLUT,” on January 29, 2024. Prior to that date, no securities of the Company were registered under the Exchange Act. The Company’s principal foreign public trading market for the Company’s ordinary shares is the London Stock Exchange, where the Company’s ordinary shares are traded under the symbol “FLTR.”

Holders

As of February 2016, ~~2025~~2026, there were 2,~~695~~608 holders of record of our ordinary shares. This does not include the number of shareholders that hold shares in “street name” through banks or broker-dealers.

Dividends

The declaration, amount and payment of any future dividends on our ordinary shares will be at the sole discretion of our Board. Our Board may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, leverage levels, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our shareholders or by our subsidiaries to us and such other factors as our Board may deem relevant. In addition, as an Irish-incorporated company, our ability to pay dividends is dependent on the extent to which we have sufficient reserves available for distribution, and on the other limitations contained in the Irish Companies Act.

We have not paid dividends on our ordinary shares since May 2020. While we do not currently have any specific plans to pay dividends, we expect that the Group’s projected cash generation will permit us to return to shareholders capital that cannot be effectively deployed in organic investment or value creative M&A. WeIn ~~have~~September ~~recently~~2024, we announced a share repurchase program ~~through which we expect~~ to ~~return~~repurchase up to $5 billion toof ordinary shares from shareholders. The program does not have a fixed expiration date but is expected to be deployed over the next ~~three~~several toyears, ~~four~~consistent ~~years~~with our capital allocation priorities. See, Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Share Repurchases.”

Recent Sales of Unregistered Securities

None

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table provides information about acquisitions of Flutter’s ordinary shares by Flutter during the fourth quarter of ~~2024~~2025:

Period	Total Number ofShares Purchased (1)	Weighted Average Price Paid Per Share (2)	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Maximum Dollar Amount of Shares That May Yet Be Purchased Under the Program (1)
October 1, 2024 to October 31, 2024	—	—	—	$	—
October 1, 2025 to October 31, 2025	852,400	242.67	852,400	$	3,918,115,784
November 1, 2024 to November 30, 2024	153,066	269.64	153,066	$	4,958,729,507
November 1, 2025 to November 30, 2025	164,736	231.58	164,736	$	3,879,289,754
December 1, 2024 to December 31, 2024	291,680	270.95	291,680	$	4,879,700,362
December 1, 2025 to December 31, 2025	0	0	0	$	3,879,289,754
Total	~~444~~1,~~746~~017,136	~~270~~240.5087	~~444~~1,~~746~~017,136

(1) On September 25, 2024, our Board authorized a share repurchase program (the "2024 Share Repurchase Program") of up to $5 billion of our ordinary shares. The 2024 Share Repurchase Program does not have a fixed expiration date.

(2) Average price per share excludes any excise tax.

6848

Table of Contents

Performance Graph

The following performance graph shall not be deemed soliciting material or to be filed with the SEC for purposes of Section 18 of the Exchange Act, nor shall such information be incorporated by reference into any of our other filings under the Exchange Act or the Securities Act.

The graph below compares the cumulative total shareholder return on our ordinary shares since we began trading on the New York Stock Exchange under the symbol “FLUT,” on January 29, 2024 to the total returns of the S&P 500 Index and the S&P 500 Consumer Discretionary Index. The comparative returns, shown in the graph ~~assumes~~below, assume the investment of $100 in our ordinary share, the S&P 500 Index, and the S&P 500 Consumer Discretionary Index on January 29, 2024.

The share price performance included in this graph is not necessarily indicative of future stock price performance.

Irish Law Matters

As we are an Irish incorporated company, the following matters of Irish law are relevant to the holders of our ordinary shares.

6949

Table of Contents

Irish Restrictions on the Import and Export of Capital

There are no legislative or other provisions currently in force in Ireland or arising under our Articles that restrict the payment of dividends or distributions to holders of our ordinary shares not resident in Ireland, except for Irish laws and regulations that restrict the remittance of dividends, distributions and other payments in compliance with the Security Council of the United Nations, the European Union (and any of its members), the United Kingdom and the United States of America sanctions laws. The Financial Transfers Act 1992 does confer a statutory power on the Minister for Finance of Ireland to restrict financial transfers between Ireland and other countries and persons. Financial transfers are broadly defined and include all transfers that would be movements of capital or payments within the meaning of the treaties governing the member states of the European Union. To date, the Minister for Finance of Ireland has restricted financial transfers between Ireland and a number of third countries and the list is subject to on-going change. The acquisition or disposal of interests in shares issued by an Irish incorporated company and associated payments falls within this definition. In addition, dividends or payments on redemption or purchase of shares and payments on a liquidation of an Irish incorporated company would fall within this definition.

Irish Taxes Applicable to U.S. Holders

Irish Tax on Dividends

Dividend withholding tax (“DWT”) at a rate of 25% can apply to distributions on our ordinary shares unless an exemption is available. Distributions paid in respect of our ordinary shares that are owned by a U.S. resident and held through DTC will not be subject to DWT provided the address of the beneficial owner of such ordinary shares in the records of the broker holding such ordinary shares is in the United States (and such broker has further transmitted the relevant information to a qualifying intermediary appointed by us). Distributions paid in respect of our ordinary shares that are owned by a U.S. resident and held directly will not be subject to DWT provided the beneficial owner of such ordinary shares has provided our transfer agent with a completed IRS Form 6166 prior to payment of the distribution.

Irish Tax on Capital Gains

U.S. resident holders of our ordinary shares (who do not hold their shares in connection with a trade carried on by them in Ireland) will not be subject to Irish capital gains tax on a disposal of the ordinary shares so long as they remain listed on a recognized stock exchange. A shareholder who is an individual and who is temporarily not resident in Ireland may, under Irish anti-avoidance legislation, still be liable for Irish tax on capital gains on any chargeable gain realized upon the disposal of our ordinary shares during the period in which such individual is a non-resident.

Capital Acquisitions Tax

CAT at a rate of 33% could apply to a gift or inheritance of our ordinary shares, irrespective of the place of residence, ordinary residence or domicile of the parties. This is because our ordinary shares are regarded as property situated in Ireland. The person who receives the gift or inheritance has primary liability for CAT. CAT is levied at a rate of 33% above certain tax-free thresholds. The appropriate tax-free threshold is dependent upon (i) the relationship between the donor and the donee; and (ii) the aggregation of the values of previous gifts and inheritances received by the donee from persons within the same category of relationship for CAT purposes. Gifts and inheritances passing between spouses are exempt from CAT.

Stamp Duty

Irish stamp duty may be payable on transfers of our ordinary shares (currently at the rate of 1% of the price paid or the market value of the ordinary shares acquired, if greater). Transfers of our ordinary shares effected by means of the transfer of book-entry interests in DTC will not be subject to Irish stamp duty. A transfer of our ordinary shares where any party to the transfer holds such ordinary shares outside of DTC, or the transfer is effected other than by means of the transfer of book-entry interests in DTC (such as transfers through the CREST system), may be subject to Irish stamp duty. In such circumstances, while the payment of Irish stamp duty is primarily a legal obligation of the transferee, when shares are purchased on the NYSE, the purchaser will require the stamp duty to be borne by the transferor.

Holders of our ordinary shares wishing to transfer their ordinary shares into (or out of) DTC may do so without giving rise to Irish stamp duty provided that:

•there is no change in the beneficial ownership of such shares as a result of the transfer; and

•the transfer into (or out of) DTC is not effected in contemplation of a sale of such shares by a beneficial owner to a third party.

Table of Contents

Our shareholders should consult their own tax advisers as to any tax consequences of holding our ordinary shares.

Table of Contents

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of the financial condition and results of operations of Flutter Entertainment plc and its consolidated subsidiaries in conjunction with the consolidated financial statements and related notes included elsewhere in this Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. Our actual results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those we describe under “Item 1A. Risk Factors” and elsewhere in this Annual Report. See “Cautionary Statement About Forward-Looking Statements.”

Our Business

We are the industry leader by size with 1315.9 million AMPs and $1416,~~048~~ 383 million of revenue globally for fiscal ~~2024~~2025. See “—Key Operational Metrics” below for additional information regarding how we calculate AMPs data, including a discussion regarding duplication of players that exists in such data.

Our strategy involves expanding our Group’s player base and growing player value through product innovation and efficient player incentive spend, while also increasing the efficiency of our marketing investment and operating leverage to deliver high net income (loss) margins and Adjusted EBITDA Margins.

We believe that we are well-positioned to capitalize on the future long-term growth of the markets we operate in due to the following:

Access to significant market opportunity: ~~The~~Long ~~U.S.~~runway ~~market~~of isfuture ~~expected to continue to experience significant~~ growth expected as additional U.S. states ~~are expected to~~ legalize sports betting and iGaming. Outside of the U.S., the market is already very large and continues to grow.

Diversified product and geographic portfolio at scale: We operate in a wide range of markets and offer a broad range of products. This level of diversification gives us exposure to fast-growing markets, and we also believe that it mitigates the impact on the overall Group of regulatory or other changes in individual markets. As a scale operator, we benefit from the “flywheel effect” where higher revenue growth enables greater operating leverage. This in turn enables us to invest more in our products and player proposition.

The Flutter Edge: We refer to our Group’s global differentiator across product, technology, expertise and scale provided by empowering our local hero brands with the benefits of a global leader as the “Flutter Edge.” It represents the symbiotic relationship between our teams and divisions, with all contributing to and benefitting from the Flutter Edge.

Optimal strategy to deliver success: We have a clearly defined Group strategy to enable us to deliver on our strategic priorities:

Win in the U.S. by (i) extending FanDuel Sportsbook's lead as the primary sportsbook in the U.S., (ii) cementing FanDuel Casino's position as the #1 casino brand and operator by gross gaming revenue and (iii) extend and deepen customer engagement through our Flywheel businesses, and (iv) transforming our earnings profile through operating leverage. We believe that we have a sustainable winning strategy driven by (i) the most efficient acquisition engine, (ii) a superior product proposition, (iii) a world class generosity proposition, and (iv) the best pricing in the market, enabled by our leading talent, technology and data platform and enhanced approach to government and public affairs. In addition, prediction markets are a significant incremental growth opportunity for FanDuel. We believe prediction markets will be TAM expansive; broadening reach by bringing sports markets to the approximately 40% of the U.S. population who cannot currently access online regulated sportsbooks, and by accessing a much broader range of “entertainment-first” customers. We are exceptionally well positioned to harness this opportunity given the nationwide strength of the FanDuel brand and our sports betting expertise, our deep understanding of this space gained through operating the Betfair Exchange, and our powerful strategic partnership with CME Group.

Win in rest of world by (i) consolidating our gold medal position in core markets, (ii) grow local hero brands through a combination of organic investment and M&A and (iii) enhance the earnings profile through diversification and cost efficiencies. 51

Table of Contents

Opportunity for long-term growth through our financial growth engine

We believe that we are well-positioned to capitalize on the future long-term growth of the markets we operate in, through our financial growth engine. This is built on:

•Sustainable revenue growth: We seek to expand the Group’s player base and grow player value through product innovation and efficient player incentive spend. We believe that there are significant revenue growth opportunities for both our U.S. and ~~ex-U.S.~~International businesses. AsOur ~~more~~ U.S. ~~states have legalized sports betting and iGaming, our U.S.~~ business has grown revenue by 3220%, from $45,~~404~~798 million in fiscal ~~2023~~2024 to $56,~~798~~967 million in fiscal ~~2024~~2025. ~~Excluding~~FanDuel is also expanding into the newly emerging prediction markets space in the U.S. ~~business,~~which we ~~have~~believe will provide an incremental opportunity for growth. Our International segment has grown revenue by 1214%, from $78,~~386~~250 million in fiscal ~~2023~~2024 to $89,~~250~~416 million in fiscal ~~2024~~2025, and we believe that our International ~~“Consolidate and Invest”~~ markets, which include UKI, Australia, Italy, ~~Turkey~~Türkiye, Georgia, Armenia, Spain, Serbia, Morocco, ~~Brazil~~ and ~~India~~Brazil, provide the platform for continued high levels of future growth.

•Margin benefits: We seek to increase the efficiency of our marketing investment and operating leverage to deliver high net income (loss) margins and Adjusted EBITDA Margins. The Group’s net income (loss) margins and Adjusted EBITDA Margins have been negatively impacted in recent years by significant investments in marketing and customer acquisition in the U.S. ~~division~~segment. As we deliver against our U.S. strategy, the net income (loss) margin and Adjusted EBITDA Margin of the U.S. ~~division~~segment have improved and we expect this trajectory to continue and drive further improvement in our consolidated net income (loss) margin and Adjusted EBITDA Margin over time.

•Significant cashflow generation: Although acquisitions have resulted in increased long-term debt in recent years, we believe that ~~sustained~~our ~~revenue~~disciplined ~~growth~~capital ~~and~~allocation ~~margin~~policy ~~benefits~~provides ~~will~~the ~~combine~~flexibility ~~with~~to ~~low~~respond ~~levels~~effectively ofto ~~capital~~evolving ~~intensity~~market ~~due~~conditions toand ~~the~~emerging ~~scalable~~opportunities. ~~nature~~In of2026, ~~our~~we ~~technology~~will ~~platforms,~~prioritize ~~and~~significant ~~positive~~capital ~~working~~deployment ~~capital~~across ~~from~~both organic investment in our ~~growing~~core business, ~~will~~and ~~permit~~strategic usinvestment toin ~~reduce~~the ~~our~~newly ~~leverage~~emerged ~~ratio~~prediction ~~and~~markets ~~generate~~opportunity. ~~significant~~Profit growth and cash ~~flow~~generation ~~over~~is ~~time~~expected to continue to drive leverage reduction and unlock capital allocation opportunities for the Group. As of the end of fiscal ~~2024~~2025 and ~~2023~~2024, we had total long-term debt of $612,~~736~~266 million and $76,~~056~~736 million, respectively.

•Disciplined capital allocation: We aim to create long-term value through disciplined capital allocation, including:

(i)Disciplined organic investment: We believe that our player acquisition cost, lifetime value and player relationship management models and algorithms provide a disciplined evaluation framework enabling high returns from our investment in player growth and retention.

(ii)Value creative M&A: We have clear criteria for acquiring bolt-on, “local-hero” brands, with podium (i.e. top-three) positions in high-growth markets. These local heroes are then complemented in the post-acquisition period by the benefits of the Flutter Edge. Our acquisitions of FanDuel, Adjarabet, ~~Junglee Games,~~ tombola, Sisal, MaxBet, Snai and ~~MaxBet~~NSX are examples of this strategy. We believe that there remains significant further M&A potential to add market-leading businesses in regulated markets where the Group does not currently have a presence.

(iii)Returns to shareholders: We expect that the Group’s projected cash generation will permit us to return to shareholders capital that cannot be effectively deployed in organic investment or value creative M&A. We have ~~recently~~ announced a share repurchase program through which we expect to return up to $5 billion to shareholders. ~~over~~We remain committed to returning capital to shareholders in line with our longer-term policy. However, we are adopting a more flexible approach in the ~~next~~near ~~few~~term ~~years~~to accommodate strategic investment priorities. As of December 31, 2025, we have completed $1.1 billion of this share repurchase program. See “— Liquidity and Capital Resources” below for additional information regarding the share repurchase program.

We had a net ~~income~~ (loss) income per share of $0(1.2475), $(60.~~89)~~24 and $(26.4489) for fiscal ~~2024~~2025, fiscal ~~2023~~2024 and fiscal ~~2022~~2023, respectively.

The combination of margin benefits, cashflow generation and disciplined capital allocation is expected to drive earnings per share growth and long-term value creation.

7252

Table of Contents

Our Products and Geographies

Our principal products include sportsbook, iGaming and other products, such as exchange betting, pari-mutuel wagering, DFS and ~~DFS~~prediction markets product offerings in the U.S. For fiscal ~~2024~~2025, 5653% of our revenue was derived from sportsbook, 4044% of our revenue was derived from iGaming, and 43% of our revenue was derived from other products, while 9188% of our revenue at the Group level was generated from our online businesses. Our online operations are complemented by 1,~~150~~127 retail shops, mainly in the United Kingdom, Ireland, Italy and Serbia. In each market, we typically offer sports betting, iGaming, or both, depending on the regulatory conditions of that market.

InWe operated a divisional management and operating structure across our geographic markets. Each division has 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, ~~will~~updated ~~update~~ its reportable segments ~~in its quarterly report on Form 10-Q~~ for ~~the~~fiscal ~~period ending March 31,~~ 2025. ~~Following these changes, the Company will have two reportable segments: U.S. and International, (which will include what was our UKI, International and Australia segments).~~

~~During~~The ~~fiscal~~Company ~~2022,~~reports ~~fiscal~~its ~~2023~~consolidated ~~and~~financial ~~fiscal~~statements ~~2024,~~based weon ~~operated~~two a divisional management and operating structure across our geographic markets. Each division has an empowered management team responsible for maintaining the momentum and growth in their respective geographic markets. Our divisions were: (i) U.S., (ii) the United Kingdom and Ireland (“UKI”), (iii) International and (iv) Australia, which aligned with our four reportable segments.:

~~(i)~~•U.S.:; ~~Our U.S. division offers sports betting, casino, DFS~~ and horse racing wagering products to players across various states in the United States, mainly online but with sports betting services also provided through a small number of retail outlets, and certain online products in the province of Ontario in Canada.

~~The~~•International ~~U.S.~~(which ~~division~~includes iswhat ~~our~~was ~~fastest~~formerly ~~growing and~~ our ~~largest division~~UKI, ~~constituting~~International ~~$5,798~~and ~~million~~Australia ~~(or 41%~~segments) ~~of our revenue for fiscal 2024. For the year ended December 31~~, 2024, we had an approximately 44% share of the online sports betting market in the states where FanDuel sportsbook was live and an approximately 25% share of the iGaming market in states where FanDuel casino was live.

~~The~~Segment ~~U.S.~~results ~~division~~for ~~consists of the following brands: FanDuel and TVG. As of December 31, 2024, our FanDuel online sportsbook was available in 23 states (Vermont and North Carolina were added in the~~ fiscal ~~quarter ended March 31,~~ 2024 and ~~the District of Columbia in the~~ fiscal ~~quarter~~2023 ~~ended~~have ~~June~~been ~~30,~~revised 2024), our FanDuel online casino was available in 5 states, our FanDuel paid DFS offering was available in 44 states, our FanDuel or TVG online horse racing wagering product was available in 32 states and our FanDuel free-to~~-play~~ ~~products~~reflect ~~were~~the ~~available~~change in ~~all~~reportable ~~50 states~~segments.

~~(ii)UKI:~~See InPart ~~the United Kingdom and Ireland~~I, we“Item ~~offer sports betting (sportsbook), iGaming products (games, casino, bingo and poker) and other products (exchange betting) through our Sky Betting & Gaming, Paddy Power, Betfair and tombola brands~~1. ~~Although~~Business—Our ~~our~~Business” ~~UKI~~for ~~brands~~additional ~~mostly~~information ~~operate~~regarding ~~online, this division also includes~~ our ~~563~~products ~~Paddy Power betting shops in the United Kingdom~~ and ~~Ireland as of December 31, 2024~~geographies. ~~Our UKI division constituted $3,598 million (or 26%) of our revenue for fiscal 2024.~~

(iii)International: Our International division includes our operations in over 100 global markets and offers sports betting, casino, poker, rummy and lottery, mainly online.

Sisal, the leading iGaming operator in Italy, is the largest brand in the International division following its acquisition in August 2022. The International division also includes PokerStars, Betfair International, Adjarabet and Junglee Games and most recently MaxBet which we acquired an initial 51% controlling stake in January 2024. MaxBet is a leading omni-channel sports betting and gaming operator in Serbia, creating an opportunity to accelerate growth and deliver a gold medal position in the Balkans region. In addition, effective from January 1, 2024, subsequent to our decision to close the sports betting platform FOX Bet, we reorganized how the PokerStars (U.S.) business is managed which resulted in a change in operating segment composition. From January 1, 2024, PokerStars (U.S.) is included in the International segment as opposed to the U.S. segment.

We plan to continue to diversify internationally and are taking our online offering into regulated markets with a strong gambling culture and a competitive tax framework under which we have the ability to offer a broad betting and iGaming product range.

Our International division constituted $3,257 million (or 23%) of our revenue for fiscal 2024.

(iv)Australia: In Australia, we offer online sports betting products through our Sportsbet brand, which operates exclusively in Australia and offers a wide range of betting products and experiences across local and global horse racing, sports, entertainment and major events. Our Australia division constituted $1,395 million (or 10%) of our revenue for fiscal 2024.

Table of Contents

Listing of Our Ordinary Shares on the New York Stock Exchange

On January 29, 2024, our ordinary shares began trading on the NYSE under the symbol “FLUT.”

Non-GAAP Measures

We report our financial results in this Annual Report in accordance with accounting principles generally accepted in the U.S. (“GAAP”); however, management believes that certain non-GAAP financial measures provide investors with useful information to supplement our financial operating performance in accordance with GAAP. We believe Adjusted EBITDA and Adjusted EBITDA Margin, both on a Group-wide basis and segment basis, provide visibility to the performance of our business by excluding the impact of certain income or gains and expenses or losses. Additionally, we believe these metrics are widely used by investors, securities analysts, ratings agencies and others in our industry in evaluating performance.

Beginning January 1, 2024, the Group revised its definition of Adjusted EBITDA, which is the segment measure that management uses to evaluate performance and allocate resources. Adjusted EBITDA now excludes share-based compensation as management believes including share-based compensation can obscure underlying business trends as share-based compensation could vary widely among companies due to differing plans that result in companies using share-based compensation awards differently, both in type and quantity of awards granted.

Segment results for the year ended December 31, 2024 and 2023, have been revised to reflect the change in operating segment measurement and change in operating segment composition.

Adjusted EBITDA and Adjusted EBITDA margin are not liquidity measures and should not be considered as discretionary cash available to us to reinvest in the growth of our business, or to distribute to shareholders, or as a measure of cash that will be available to us to meet our obligations.

Our non-GAAP financial measures may not be comparable to similarly-titled measures used by other companies, have limitations as analytical tools and should not be considered in isolation. Additionally, we do not consider our non-GAAP financial measures as superior to, or a substitute for, the equivalent measures calculated and presented in accordance with GAAP.

To evaluate our business properly and prudently, we encourage you to review the consolidated financial statements included elsewhere in this Annual Report, and not rely on a single financial measure to evaluate our business. We also strongly urge you to review the reconciliations between our most directly comparable financial measures calculated in accordance with GAAP measures and our non-GAAP measures set forth in “—Supplemental Disclosure of Non-GAAP Measures” below.

~~Key Operational Metrics~~ 53

AMPs is defined as the average over the applicable reporting period of the total number of players who have placed and/or wagered a stake and/or contributed to rake or tournament fees during the month. This measure does not include individuals who have only used new player or player retention incentives, and this measure is for online players only and excludes retail player activity.

Table of Contents

WeKey ~~present~~Operational ~~AMPs~~Metrics for each of our product categories, for each of our divisions and for the consolidated Group as a whole as we believe this provides useful information for assessing underlying trends. At the product category level, a player is generally counted as one AMP for each product category they use. In circumstances where a player uses multiple product categories within one brand, we are generally able to identify that it is the same player who is using multiple product categories and therefore count this player as only one AMP at each of the division and Group levels while also counting this player as one AMP for each separate product category that the player is using. For example, a player who uses FanDuel Sportsbook in the sportsbook product category and FanDuel Casino in the iGaming product category, in each case within the U.S. division, would appropriately count as one AMP for each of the sportsbook product category and the iGaming product category but only as one AMP for the U.S. division and one AMP for the Group as a whole. As a result, the sum of the AMPs presented at the product category level in each of our U.S., UKI and International divisions, where we offer multiple product categories (and in contrast to our Australia division, where we only offer our sportsbook product category), is greater than the total AMPs presented at the division level. For example, we reported within our U.S. division for fiscal 2024, AMPs of 3.1 million for our sportsbook product category, AMPs of 0.8 million for our iGaming product category and AMPs of 0.5 million for our other product category, while reporting AMPs for our U.S. division of 3.8 million (which figure is lower than the sum of 4.4 million that would be calculated by adding AMPs presented at the product category levels). Because the AMPs we present for the consolidated Group as a whole simply represent the sum of the AMPs we present for each of our four divisions, the sum of the AMPs we present for each of our product categories at the Group level will also exceed the total AMPs we present for the consolidated Group as a whole.

~~Notwithstanding~~AMPs ~~the~~is ~~methodology~~defined ~~described~~as in the ~~immediately~~average ~~preceding~~over ~~paragraph,~~the ~~our~~applicable ~~AMPs~~reporting ~~information~~period ~~is based on player data collected by each~~ of ~~our~~the ~~brands,~~total ~~which~~number ~~generally each employ their own unique data platform, and reflects a level~~ of ~~duplication~~players ~~that arises from individuals~~ who ~~use~~have ~~multiple~~had ~~brands. More specifically, we are generally unable to identify when the same individual player is using multiple brands and therefore count this player multiple times. For example,~~ a ~~player~~bet ~~who~~settled ~~uses Sky Betting & Gaming Sportsbook in the sportsbook product category~~ and/or ~~Paddy~~contributed ~~Power~~to ~~Casino in~~ the ~~iGaming~~rake ~~product~~or ~~category,~~tournament infees ~~each~~during ~~case within~~ the ~~UKI~~month. ~~division,~~This ~~would~~measure ~~appropriately~~does ~~count~~not asinclude ~~one~~individuals ~~AMP~~who ~~for~~have ~~each~~only ofused ~~the~~new ~~sportsbook product category and the iGaming product category; however, this~~ player ~~would~~or ~~also count as two AMPs (rather than one AMP) for the UKI division and two AMPs (rather than one AMP) for the Group as a whole. In addition, a~~ player ~~who~~retention ~~uses Sky Betting & Gaming Sportsbook in the sportsbook product category and Paddy Power Sportsbook in the sportsbook product category~~incentives, ~~in each case within the UKI division, would count as two AMPs (rather than one AMP) for the sportsbook product category, two AMPs (rather than one AMP) for the UKI division~~ and ~~two~~this ~~AMPs~~measure ~~(rather~~is ~~than one AMP)~~ for ~~the~~online Group as a whole. We are unable to quantify the level of duplication that arises as a result of these circumstances, but do not believe it to be material and note that it arises primarily in our UKI division, where we offer multiple successful brands within multiple product categories, but where we believe that most players ~~tend to utilize~~ only ~~one~~and ~~brand~~excludes ~~given~~retail ~~each brand has its own separate registration system and~~ player ~~platform~~activity.

InWe ~~addition~~present toAMPs for each of our product categories, for each of our segments and for the ~~duplication~~consolidated ~~that~~Group ~~arises~~as ~~when~~a whole as we believe this provides useful information for assessing underlying trends. At the ~~same~~product ~~individual~~category level, a player is ~~using~~generally ~~multiple~~counted ~~brands~~ as ~~described~~one inAMP ~~the~~for ~~immediately~~each ~~preceding~~product ~~paragraph~~category they use. In circumstances where a player uses multiple product categories within one brand, we doare ~~not~~generally ~~eliminate~~able ~~from~~to identify that it is the ~~AMPs~~same ~~information~~player ~~presented~~who ~~for~~is ~~the~~using ~~Group~~multiple product categories and therefore count this player as aonly ~~whole~~one ~~duplication~~AMP at each of ~~individual~~the ~~players~~segment ~~who~~and ~~use~~Group ~~our~~levels ~~product~~while ~~offerings~~also incounting ~~multiple~~this ~~divisions~~player ~~during~~as one AMP for each separate product category that the ~~reported~~player ~~period~~is using. For example, a player who uses ~~Betfair~~FanDuel ~~Casino~~Sportsbook in the ~~iGaming~~sportsbook product category ~~within the UKI division~~ and ~~PokerStars~~FanDuel ~~Sports~~Casino in the ~~sportsbook~~iGaming product category, in each case within the ~~International~~U.S. ~~division~~segment, would appropriately count as one AMP for each of the ~~iGaming~~sportsbook product category and the ~~sportsbook~~iGaming product category ~~and~~but ~~would~~only ~~appropriately~~as ~~count~~one asAMP for the U.S. segment and one AMP for ~~each~~the Group as a whole. As a result, the sum of the ~~UKI~~AMPs ~~division~~presented ~~and~~at the ~~International~~product ~~division;~~category aslevel ain ~~result~~each of our U.S. and International segments, ~~this~~where ~~player~~we ~~would~~offer ~~count~~multiple asproduct ~~two~~categories, ~~AMPs~~is ~~(rather~~greater than ~~one~~the ~~AMP)~~total ~~for~~AMPs presented at the ~~Group~~segment aslevel. aFor ~~whole~~example, we reported within our U.S. Wesegment ~~are~~for ~~unable~~fiscal to2025, ~~quantify~~AMPs ~~the~~of ~~level~~3.3 million for our sportsbook product category, AMPs of ~~duplication~~1.0 ~~that~~million ~~arises~~for asour aiGaming ~~result~~product category and AMPs of ~~these~~0.5 ~~circumstances~~million for our other product category, ~~but~~while doreporting ~~not~~AMPs ~~believe~~for itour toU.S. besegment ~~material~~of ~~and~~4.0 ~~note~~million (which figure is lower than the sum of 4.7 million that ~~players~~would ~~must~~be ~~demonstrate~~calculated ~~residency~~by ~~within~~adding AMPs presented at the ~~geography~~product ~~covered~~category bylevels). Because the AMPs we present for the consolidated Group as a ~~division~~whole tosimply ~~sign~~represent upthe sum of the AMPs we present for aneach ~~account~~of our segments, ~~and~~the ~~accordingly~~sum ~~such~~of ~~duplication~~the ~~could~~AMPs ~~only~~we ~~arise~~present infor each of our product categories at the ~~circumstance~~Group oflevel anwill ~~individual~~also ~~player~~exceed ~~having~~the ~~multiple~~total ~~residences~~AMPs ~~across~~we ~~different~~present ~~divisions~~for the consolidated Group as a whole.

Notwithstanding the methodology described in the immediately preceding paragraph, our AMPs information is based on player data collected by each of our brands, which generally each employ their own unique data platform, and reflects a level of duplication that arises from individuals who use multiple brands. More specifically, we are generally unable to identify when the same individual player is using multiple brands, and we therefore count this player multiple times. For example, a player who uses Sky Betting & Gaming Sportsbook in the sportsbook product category and Paddy Power Casino in the iGaming product category, in each case within the International segment, would appropriately count as one AMP for each of the sportsbook product category and the iGaming product category; however, this player would also count as two AMPs (rather than one AMP) for the International segment and two AMPs (rather than one AMP) for the Group as a whole. In addition, a player who uses Sky Betting & Gaming Sportsbook in the sportsbook product category and Paddy Power Sportsbook in the sportsbook product category, in each case within the International segment, would count as two AMPs (rather than one AMP) for the sportsbook product category, two AMPs (rather than one AMP) for the International segment and two AMPs (rather than one AMP) for the Group as a whole. We are unable to quantify the level of duplication that arises as a result of these circumstances, but do not believe it to be material and note that it arises primarily in our UKI region, where we offer multiple successful brands within multiple product categories, but where we believe that most players tend to utilize only one brand given each brand has its own separate registration system and player platform.

In addition to the duplication that arises when the same individual player is using multiple brands as described in the immediately preceding paragraph, we do not eliminate from the AMPs information presented for the Group as a whole duplication of individual players who use our product offerings within our segments during the reported period. For example, a player who uses Betfair Casino in the iGaming product category within the U.K. and Sisal Sports in the sportsbook product category in Italy would appropriately count as one AMP for each of the iGaming product category and the sportsbook product category. However, this player would count as two AMPs (rather than one AMP) for the International segment and the Group as a whole. We are unable to quantify the level of duplication that arises as a result of these circumstances, but do not believe it to be material and note that players must demonstrate residency within the geography covered by a segment to sign up for an account, and accordingly such duplication could only arise in the circumstance of an individual player having one or more residences in each of our segments.

We do not believe that the existence of player duplication as described in the previous two paragraphs undercuts the meaningfulness of the AMPs data that we present for assessing underlying trends in our business, and our management uses this AMPs data for this purpose.

Stakes represent the total amount our players wagered in sportsbook and is a key volume indicator for our sportsbook products. The variability of sporting outcomes can result in an impact to sportsbook revenue that may obscure underlying trends in the sportsbook business relating to growth in amounts wagered and, accordingly, staking data can provide additional useful information. We do not utilize staking information to track performance of our iGaming products. Because our iGaming business is not subject to the same variability in outcomes, management is able to assess trends in our iGaming business by analyzing AMPs and revenue changes, without the need to collect or analyze stakes and believes that collecting and analyzing stakes data in our iGaming business would not provide meaningful incremental information ~~regarding trends in such business that is not already provided by collecting and analyzing our iGaming AMPs and revenue data.~~

7554

Table of Contents

regarding trends in such business that is not already provided by collecting and analyzing our iGaming AMPs and revenue data.

Sportsbook net revenue margin is defined as sportsbook revenue as a percentage of the amount staked. This is a key indicator for measuring the combined impact of our overall margin on sportsbook products and levels of bonusing.

Acquisitions and Disposals

In certain periods under discussion below, we have entered into acquisitions and disposals. This approach is consistent with our business strategy of investing to build leadership positions in regulated markets globally. 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. These acquisitions and disposals affect various aspects of our results of operations and either increase or decrease our results of operations for the periods in which their results are combined with (or removed from) our consolidated financial statements. Acquisitions, in particular, 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 acquisitions and divestments may result in our financial information for such periods being less comparable to, or not being comparable at all, to prior financial periods.

The acquisitions and disposals that we completed in ~~the~~fiscal ~~periods~~2024 ~~under~~and ~~discussion~~2025 are noted below:

•InOn ~~January~~July ~~2024~~31, we2025, ~~acquired~~the anGroup ~~initial~~completed ~~51%~~the ~~controlling~~transaction ~~stake~~with inBoyd ~~MaxBet,~~Gaming aCorporation ~~leading~~to ~~omni~~acquire the redeemable non-~~channel~~controlling ~~sports~~interest ~~betting~~of ~~and~~5% ~~gaming~~held ~~operator~~by Boyd Interactive Holdings L.L.C. (“Boyd”) in ~~Serbia~~FanDuel Group Parent LLC (“FanDuel”) for ~~cash~~a consideration of $~~143~~1,553 million ~~(€131~~and terminated certain existing market access and retail agreements for an amount of $205 million). The ~~share~~Group ~~purchase~~also ~~agreement~~entered ~~includes~~into ~~call~~new collaboration and ~~put~~market ~~options~~access toagreements ~~acquire~~with Boyd. The acquisition brings the ~~remaining~~Group’s 49holding in FanDuel to 100% ~~stake~~(subject into ~~2029.~~the Fox Option).

•On ~~August~~May 414, ~~2022~~2025, we completed the acquisition of ~~Sisal~~a 56% interest in NSX Group (“NSX”), ~~Italy’s~~a leading ~~iGaming~~Brazilian operator of the Betnacional brand for a total consideration of BRL 3,799 ~~from~~million ~~CVC~~($674 ~~Capital~~million) ~~Partners~~comprising ~~Fund~~of VIa ~~for~~provisional cash consideration of $2approximately BRL 1,~~037~~961 million ($348 million), with a redemption mechanism in the form of call and put options which allows us to acquire the remaining interest in NSX in year five and year ten following the date of acquisition. NSX is included in the International segment from the date of acquisition.

•On ~~July~~April 130, ~~2022~~2025, we ~~acquired~~completed the ~~remaining~~acquisition ~~49.0~~of 100% ~~stake~~of inthe ~~Adjarabet~~outstanding shares of Pluto (Italia) S.p.A, the holding company that owns Snaitech S.p.A (“Snai”), one of ~~the~~Italy’s ~~largest~~leading ~~iGaming~~omni-channel operators in the ~~regulated~~sports ~~Georgian~~betting and iGaming market, for consideration of ~~$251~~approximately ~~million,~~€2.3 ~~bringing~~billion ~~our~~($2.6 ~~holding~~billion). inSnai ~~Adjarabet~~is toincluded ~~100%,~~in anthe ~~increase~~International segment from ~~our~~the ~~previous~~date ~~controlling interest~~ of 51acquisition.~~0%, which we acquired in February 2019.~~

•OnIn January 102024, ~~2022,~~ we acquired ~~tombola,~~an ~~one~~initial of51% ~~the~~controlling ~~leading~~stake ~~online~~in ~~bingo~~MaxBet, ~~operators~~a inleading ~~the~~omni-channel UKsports ~~market.~~betting ~~The~~and ~~purchase~~gaming ~~comprised~~operator ofin aSerbia for cash ~~payment~~consideration of €131 million ($~~557~~143 million). The share purchase agreement includes call and put options to acquire the remaining 49% stake in 2029.

In September 2024, we announced two strategic acquisitions. First: the acquisition of a 56% interest in NSX Group, a leading Brazilian operator of the Betnacional brand for cash consideration of approximately $320 million (Brazilian Real 1,981 million), subject to customary completion accounts adjustments with a redemption mechanism in the form of call and put options which allows us to acquire the remaining interest in year five and year ten following the completion date. Second, the acquisition of 100% of Snaitech S.p.A., one of Italy’s leading omni-channel operators for a cash consideration of $2.4 billion (€2.3 billion). We expect these acquisitions to be completed in 2025 subject to customary closing conditions. We believe that both acquisitions fully align with our strategy to invest in leadership positions in international markets and will expand our reach in the attractive markets of Brazil and Italy.

Trends and Factors Affecting Our Future Performance

Significant trends and factors that we believe may affect our future performance include the items noted below. For a further discussion of trends, uncertainties and other factors that could affect our operating results see “Item 1A. Risk Factors.”

Industry Opportunity and Competitive Landscape

We operate within the global sports betting and iGaming market and offer a wide range of innovative products through a portfolio of Flutter brands. Our strategic objectives are to (i) extend our leadership position in the U.S. and (ii) win leadership positions in the rest of our global markets. We believe our unparalleled portfolio of products, diversified geographic footprint and the benefit of the combined power of the Group, which we refer to as the Flutter Edge, provide our key competitive advantages which empower Flutter’s brands to deliver sustainable value in this market.

The sports betting and iGaming market is becoming increasingly competitive. This competition takes place at both a local and an international level. Operators attract players to their apps and websites with the implication that the barriers to a player switching between competing operators are low. We believe our competitive advantages provided by the Flutter Edge equip our brands with access to talent, technology, product and capital, which, in turn, position us well to capture market share in the future.

7655

Table of Contents

We are also closely monitoring developments around prediction markets, including among other things heightened competition, actions by state regulators, actions by the CFTC, legal proceedings and potential opportunities for FanDuel. We have launched our FanDuel Predicts product in the U.S., developed in partnership with CME Group. The staggered launch began in December 2025 and continued into January 2026. Customers can now access financial contracts markets nationwide, while sports event contracts are available in 18 states, including California, Florida, and Texas.

Regulatory Environment

We operate in a highly regulated industry, where laws and legislations are ever-changing. On the one hand, this provides us with opportunities for expansion of our footprint into new markets. For example, in the U.S., we launched our online sportsbook products in ~~New York, Louisiana, Wyoming, Kansas and Maryland in fiscal 2022,~~ Ohio and Massachusetts in fiscal 2023, ~~and~~ Vermont, North Carolina and the District of Columbia in fiscal 2024, ~~following~~and ~~the~~Puerto ~~recent~~Rico ~~relaxation~~and ofMissouri in fiscal 2025, following changes in state ~~regulations~~law.

The regulatory environment can, however, also place limitations on the online and offline marketing channels or alter the way in which players engage with our products in certain markets. For example, in India, 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. Further, 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 addition, in Italy, an “advertising ban” has been in force since the beginning of 2019. This included a complete ban on direct and indirect advertising, sponsorship, the use of “influencers” and all other forms of communications with promotional content relating to games or betting with cash winnings. Any such bans on advertising could impact our ability to offer our products and expand our customer base, thereby slowing our growth in these regions. Also, in UKI, regulatory changes and ~~safer~~responsible gambling initiatives being introduced by operators are also leading to slower market growth. Significant changes in our ability to operate in a large betting or iGaming market in the future or a number of smaller betting or iGaming markets which collectively are material, could have a material adverse effect on our business, financial condition and results of operations. See “Item 1A. Risk Factors—Adverse changes to the regulation of online betting and iGaming, or their interpretation by regulators, could have a material adverse effect on our business, financial condition and results of operations” and “Item 1A. Risk Factors—Our success may be impacted by restrictions on our ongoing ability to market to our customers in certain jurisdictions”.

The diversified nature of the Group’s revenue streams, from both a geographic and product perspective, help mitigate the impact of any single adverse regulatory change, while also providing access to markets with different growth profiles.

Impact and Remediation of Internal Controls Deficiencies

As discussed in Part I, we have identified deficiencies in our internal control over financial reporting that constitute material weaknesses. See “Item 1A. Risk Factors—Risks Relating to Ownership of Our Ordinary Shares—We have identified deficiencies in our internal control over financial reporting that constitute ‘material weaknesses’ as defined in Regulation S-X. If we are unable to remediate these deficiencies, or if we identify material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting to the standards required by U.S. securities laws, we may not be able to accurately report our financial condition or results of operations or prevent fraud.”

In order to remediate the identified deficiencies, management has developed a comprehensive remediation plan. Details of the material weaknesses and the remediation plan are set out in “Item 9A. Controls and Procedures”. During the fiscal year ended December 31, 2024, the Company has not incurred material costs as part of its remediation efforts; however, we cannot provide an estimate of costs expected to be incurred in connection with the implementation of this remediation plan. We expect the remediation to be time consuming and place significant demands on the Company’s financial and operational resources, but we do not believe the costs involved are reasonably likely to be material. Management does not believe that the material weaknesses had a material impact on the financial condition, results of operations or cash flows of the Company for the year ended December 31, 2024.

Key Components of Revenue and Expenses

Revenue

We are engaged in the business of digital sports entertainment and gaming, earning revenue from a variety of sports betting and gaming products. Our main revenue streams are as below.

Sportsbook

Sportsbook involves the player placing a bet (wager) on various types of sporting events at fixed odds determined by the Group. Bets are made in advance of the sporting event that will determine the outcome of the wager. The player places their bet in the custody of the Group until the event occurs and the result of the sporting event is determined. Our revenue represents the net win or loss from the outcome of a sporting event, net of new player incentives and player retention incentives.

iGaming

iGaming consists of a full suite of casino games, such as roulette, blackjack, slot games, bingo and rummy, along with poker and lottery products. Casino games involve players placing wagers to play an online game against the Group. Our revenue represents the net win or loss from a game, net of new player incentives and player retention incentives.

Online poker is a peer-to-peer game offered through multiple platforms within the Group where individuals engage in gameplay against other individuals, and not against the Group. The Group collects a percentage of a game’s wagers up to a capped amount in ring games and a tournament entry fee for scheduled tournaments and sit and go tournaments.

Table of Contents

The Group is a lottery operator in Italy and has a wide-ranging portfolio of draw-based (National Numeric Totalizer Gaming products) and instant lottery games that are distributed through affiliated sales points both offline and online. The Group earns a fixed percentage of the collection made through its distribution network. Revenue from draw-based games is recognized upon the execution of the draw. The Group earns a reseller commission where products are distributed through its websites and apps and a facility fee where products are distributed through its affiliated sales points.

Table of Contents

Other Revenue

Exchange Betting

The Group’s Betfair Exchange offers a platform for players to bet on the outcome of discrete events, typically sports or racing events. Players bet against each other and not against the Group. The Group earns a commission on the players winnings, net of discount which vary based on a player’s betting activity.

Pari-mutuel Wagering

Pari-mutuel wagers are sent into commingled pools at the host racetrack and are subject to all host racetrack rules and restrictions. Revenue represents a percentage of the wager from pari-mutuel wagers on horse and greyhound races, which depends on the racetrack, type of wager accepted and the associated state regulations.

Other

The Group also generates revenue from its DFS platform, consultancy and support services to the casinos that operate live poker tours and events, various sponsorships and interest on player deposits.

Cost of Sales

Cost of sales primarily consists of gaming taxes, license fees, platform costs directly associated with revenue-generating activities (including those costs that were originally capitalized for internally developed software) payments to third parties for providing market access, royalty fees for the use of casino games, payment processing fees, direct costs of sponsorships, usage costs (including data services), revenue share payments made to third parties that refer players to the platform, payments for geolocation services of online players and amortization of certain capitalized development costs related to our platforms. Cost of sales also includes compensation, employee benefits and share-based compensation of revenue-associated personnel, including technology personnel engaged in the maintenance of the platforms. It also includes property costs and utility costs for retail stores.

Technology, Research and Development Expenses

Technology, research and development expenses include compensation, employee benefits and share-based compensation for technology developers and product management employees as well as fees paid to outside consultants and other technology related service providers. These expenses are not directly associated with revenue generating activities and are intended to improve and facilitate the player experience, ensuring the quality and safety of the player experience on our online sports betting and iGaming platform and protecting and maintaining our reputation. It also includes depreciation and amortization related to computer equipment and software used in the above activities together with equipment lease expenses, connectivity expenses, office facilities and office facility maintenance costs related to the above activities.

Sales and Marketing Expenses

Sales and marketing expenses consist primarily of expenses associated with advertising, sponsorships, market research, promotional activities, amortization of trademarks and customer relations, and the compensation and employee benefits of sales and marketing personnel, including share-based compensation expenses. Advertising costs are expensed as incurred and are included in sales and marketing expenses in our Consolidated Statements of Comprehensive Income (Loss).

General and Administrative Expenses

General and administrative expenses include compensation, employee benefits and share-based compensation for executive management, finance administration, legal and compliance, human resources, facility costs, professional service fees and other general overhead costs, including depreciation and amortization.

78Goodwill impairment

~~Table~~Goodwill impairment loss is recorded when the fair value of ~~Contents~~a reporting unit is less than its carrying amount.

Other Income (Expense) ~~Income~~, Net

Other income (expense) ~~income~~, net includes foreign exchange gain/(loss) on financing instruments associated with financing activities, changes in the fair value of the Fox Option, investments, derivative instruments, contingent considerations, gain/(loss) on disposals and settlement of long-term debt.

Interest Expense, Net

Interest expense, net includes interest expenses, unwinding of discounts on long-term debt and bank guarantees, offset by interest income.

~~Income Tax Benefit (Expense)~~ 57

~~Income~~Table ~~tax benefit (expense) represents income tax benefit (expense) generated in jurisdictions where the Group operates. Our effective tax rates will vary depending on the relative proportion~~ of ~~foreign to domestic income, interest, penalties, changes in the valuation of our deferred tax assets and liabilities, changes in unrecognized tax benefits and changes in tax laws.~~ Contents

Income Tax (Expense) Benefit

Income tax (expense) benefit represents income tax (expense) benefit generated in jurisdictions where the Group operates. Our effective tax rates will vary depending on the relative proportion of foreign to domestic income, interest, penalties, changes in the valuation of our deferred tax assets and liabilities, changes in unrecognized tax benefits and changes in tax laws.

Operating Results

Operational and Financial Metrics for the Group

The following table presents our AMPs for the Group, by total Group and by product category for fiscal ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023:

Fiscal

AMPs (Amounts in thousands)

~~2024~~2025

~~2023~~2024

~~2022~~2023

Total Group AMPs 1

1315,~~898~~911

1213,~~325~~898

1012,~~245~~325

Group AMPs by Product Category 1

Sportsbook

89,~~365~~009

78,~~383~~365

67,~~187~~383

iGaming

68,~~697~~218

56,~~718~~697

45,~~583~~718

Other

1,~~366~~605

1,~~413~~366

1,~~275~~413

(1)In circumstances where a player uses multiple product categories within one brand, we are generally able to identify that it is the same player who is using multiple product categories and therefore count this player as only one AMP at the Group level while also counting this player as one AMP for each separate product category that the player is using. As a result, the sum of the AMPs presented at the product category level presented above is greater than the total AMPs presented at the Group level. AMPs presented above reflects a level of duplication that arises from individuals who use multiple brands or use product offerings in multiple ~~divisions~~segments. See “—Key Operational Metrics” above for additional information regarding how we calculate AMPs data, including a discussion regarding duplication of players that exists in such data.

79The following table presents a summary of our financial results for the periods indicated and is derived from our consolidated financial statements for the years ended December 31, 2025, 2024 and 2023:

Table of Contents


	Fiscal
(Amounts in $ millions, except percentages)	2025			2024			2023
Revenue	$	16,383		$	14,048		$	11,790
Cost of Sales	(8,979)			(7,346)			(6,202)
Gross profit	$	7,404		$	6,702		$	5,588
Technology, research and development expenses	(991)			(820)			(765)
Sales and marketing expenses	(3,678)			(3,205)			(3,776)
General and administrative expenses	(2,182)			(1,808)			(1,596)
Goodwill impairment	(517)			—			—
Operating profit (loss)	$	36		$	869		$	(549)
Other income (expense), net	358			(434)			(157)
Interest expense, net	(515)			(419)			(385)
Income (loss) before income taxes	$	(121)		$	16		$	(1,091)
Income tax (expense) benefit	(286)			146			(120)
Net (loss) income	$	(407)		$	162		$	(1,211)
Net (loss) income margin 1	(2.5)		%	1.2		%	(10.3)		%
Adjusted EBITDA 2	$	2,845		$	2,357		$	1,875
Adjusted EBITDA Margin 2	17.4		%	16.8		%	15.9		%

~~The~~(1)Net ~~following~~(loss) ~~table~~income ~~presents~~margin ~~a summary of our financial results for the periods indicated and~~ is ~~derived~~net ~~from~~(loss) ~~our~~income ~~consolidated~~divided ~~financial~~by ~~statements~~revenue. ~~for the years ended December 31, 2024, 2023 and 2022:~~

	Fiscal
(Amounts in $ millions, except percentages)	2024			2023			2022
Revenue	$	14,048		$	11,790		$	9,463
Cost of Sales	(7,346)			(6,202)			(4,813)
Gross profit	$	6,702		$	5,588		$	4,650
Technology, research and development expenses	(820)			(765)			(552)
Sales and marketing expenses	(3,205)			(3,776)			(3,014)
General and administrative expenses	(1,808)			(1,596)			(1,172)
Operating profit (loss)	$	869		$	(549)		$	(88)
Other (expense) income, net	(434)			(157)			5
Interest expense, net	(419)			(385)			(212)
Income (loss) before income taxes	$	16		$	(1,091)		$	(295)
Income tax benefit (expense)	146			(120)			(75)
Net income (loss)	$	162		$	(1,211)		$	(370)
Net income (loss) margin 1	1.2		%	(10.3)		%	(3.9)		%
Adjusted EBITDA 2	$	2,357		$	1,875		$	1,288
Adjusted EBITDA Margin 2	16.8		%	15.9		%	13.6		%

(1)Net income (loss) margin is net income (loss) divided by revenue.

(2)Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. See “—Supplemental Disclosure of Non-GAAP Measures” for additional information about these measures and reconciliations to the most directly comparable financial measures calculated in accordance with GAAP.

Table of Contents

Fiscal 2025 Compared to Fiscal 2024

Our total revenue grew by 17%, to $16,383 million for fiscal 2025 from $14,048 million for fiscal 2024, with AMPs up 14% to 15.9 million. Revenue in our US segment increased by 20% period over period primarily due to scaling of our U.S. business and strong growth in existing states (pre-2024 states). Revenue in our International segment increased by 14% 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 contributed to a 13% increase in revenue period over period. In addition to the acquisition benefit, our existing brands delivered strong momentum in iGaming with revenue increasing 9% period over period, partially offset by a decrease in sportsbook revenue in our existing brands of 6% driven by (i) the prior period containing the European Football Championships (“Euros”) and (ii) the impact of unfavorable sports results in the current period compared to favorable sports results in the prior period.

Cost of sales increased by 22%, to $8,979 million for fiscal 2025 from $7,346 million for fiscal 2024. Cost of sales as a percentage of revenue increased period over period from 52% for fiscal 2024 to 55% for fiscal 2025. Cost of sales as percentage of revenue in our U.S. segment decreased period over period by 100 basis points from 57.8% for fiscal 2024 to 56.8% for fiscal 2025 primarily driven by a 310 basis points benefit primarily from the period over period favorable change in sports results and payment processing and other costs initiatives, partially offset by the impact of an increase in gaming taxes of 210 basis points due to an increase in state taxes during 2025. Cost of sales as a percentage of revenue increased in our International segment by 350 basis points with the acquisitions of Snai and NSX contributing 170 basis points of the period over period increase. The remaining 180 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, (ii) an increase in gaming taxes in CEE and Australia and (iii) the impact of adverse sports results. Additionally, there was a $107 million increase in depreciation and amortization primarily due to (i) the acquisition of Snai, (ii) a change in estimate of asset useful lives and (iii) increased capital expenditures in our U.S. segment.

Technology, research and development expenses increased by 21%, to $991 million for fiscal 2025 from $820 million for fiscal 2024, primarily driven by (i) a $74 million increase in our U.S. segment primarily due to scaling of data storage and processing costs and investment in talent, (ii) a $42 million dollar increase in corporate technology, research and development expenses primarily driven by investment in Flutter Studios, (iii) a $21 million increase due to the consolidation of Snai and NSX, (iv) a $16 million increase due to impairment of Junglee assets driven by the cessation of operations in India in August 2025 and (v) an increase of $12 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. These increases were partially offset by a decrease in UKI of $33 million, primarily driven by our UKI efficiency program.

Sales and marketing expenses increased by 15%, to $3,678 million for fiscal 2025 from $3,205 million for fiscal 2024. The increase in sales and marketing expenses was primarily driven by (i) a $284 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 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 increased by 3% period over period primarily driven by investment in the Missouri state launch and our new FanDuel Predicts product in fiscal 2025 partially offset by investment in the North Carolina launch in the prior year. As a percentage of revenue, sales and marketing expenses decreased by 310 basis points period over period due to sustained operating leverage. In our International segment, sales and marketing expenses increased by $126 million, or 9% period over period with the acquisitions of Snai and NSX contributing $188 million of the increase. As a percentage of revenue sales and marketing expenses decreased by 80 basis points to 16.1% for fiscal 2025 due to (i) Euros related marketing expenses in the prior period and (ii) reduced marketing expense in APAC period over period which more than offset (i) increased investment in Italy to support conversion of our retail customer base to online and investment in lottery products and (ii) our growth plans in Türkiye and Brazil.

General and administrative expenses increased by 21%, to $2,182 million for fiscal 2025 from $1,808 million for fiscal 2024. The increase was primarily a result of (i) an increase in transaction costs of $170 million period over period primarily driven by the market access termination payment as part of the Boyd transaction in fiscal 2025, 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 $92 million period over period primarily driven by business process reengineering 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 $60 million increase due to the acquisitions of Snai and NSX in fiscal 2025, (iv) an increase in share based compensation expenses of $42 million due to an increase in stock price, timing of grants and number of grants awarded period over period and (v) an increase in general and administrative expenses in our U.S. segment of $37 million due to growth in our US business. These increases were offset by a $58 million decrease in corporate general and administrative expenses driven by (i) lower bonus expense period over period and (ii) a decrease in professional fees primarily driven by legal fees incurred in fiscal 2024 related to a historic legal case.

Table of Contents

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 10 “Goodwill” within the Consolidated Financial Statements for additional information.

Operating profit (loss) decreased by $833 million, to a profit of $36 million for fiscal 2025 from a profit of $869 million for fiscal 2024, as a result of the factors above.

Other income (expense), net increased by $792 million to $358 million of income in fiscal 2025 from $434 million of e

Filing Compare · Flutter Entertainment plc