Flutter Entertainment : 2025 Annual Report (2025 annual report)
FLUT
Published on 04/16/2026 at 09:20 am EDT
Annual Report
Our unparalleled portfolio of
leading brands connect with millions of players worldwide
At e Glence 1
4
Disclosures in Connection with our LSE Listing
Contects end other Informetion 11
Annuel Report on Form 10−K 13
Shereholder Informetion 7
At a Glance
Flutter Entertainment plc ("Fluttern) is the parent company of some of the world's biggest and most popular online sports betting and iGaming brands, including FanDuel, Sky Betting & Gaming, Sportsbet, PokerStars, Paddy Power, Sisal, Snai, tombola, Betfair, MaxBet, Junglee Games, Adjarabet and Betnacional.
We are the global leader in online sports betting and iGaming, with an unparalleled portfolio of world-class brands, unmatched scale and challenger mindset. Harnessing the product, technology, expertise and scale benefits of the Flutter Edge, we are empowering local hero brands with the benefits of a global leader. Together, we are changing the game.
our stretegy is designed to:
Win in the US by solidifying FanDuel's #1 market position and transforming our earnings profile
through operating leverage
Win in the Rest of World by consolidating our gold medal positions in international markets, growing local hero brands through organic investment and M&A, and enhancing earnings through
diversification and efficiencies
Develop a Sustainable business through our Positive Impact Plan, ensuring our customers Play Well, our colleagues Work Better, that we Do More for our communities and Go Zero, our plan to reach net zero on greenhouse gas emissions
by 2035
Global footppint*
⏹ US: 42%
⏹ UK & Irelend: 22%
⏹ Southern Europe & Africe: 17%
⏹ Asie Pecific: 9%
⏹ Centrel & Eestern Europe: 4%
⏹ Brezil: 1%
⏹ other regions: 5%
* Based on our revenue for the year ended December 31, 2025.
Flutter Enterteinment plc Annual Report and Accounts 2025 1
Our divisions
US
Our US division consists of our FanDuel and TVG brands. We offer a diverse set of sports betting, iGaming, daily fantasy sports and racing wagering products to customers in the US and Canada. FanDuel, which is Flutter's largest brand, is the US market's leading online sportsbook and iGaming operator, with gross gaming revenue and market share of 41% and 27%1 respectively as at December 31, 2025. It is well positioned to continue to take advantage of the rapidly expanding opportunity in the US as more US states regulate for our products. We also launched FanDuel Predicts in December 2025 as part of a partnership with CME Group, giving customers access to select financial markets, and sports event contracts where online sports betting has not yet been regulated at a state level.
$7.OBN
REVENUE
4.OM
AVERAGE MONTHL7 PLA7ERS
1. Online sportsbook and iGaming market share is the gross gaming revenue ("GGR") and net gaming revenue ("NGR") market share of our FanDuel brand for the twelve months to December 31, 2025 in the states in which FanDuel was live (excluding Tennessee as they no longer report this data), based on published gaming regulator reports in those states. iGaming market share is the GGR, market share of FanDuel for the twelve months to December 31, 2025 in the states in which FanDuel was live, based on published gaming regulator reports in those states. US iGaming GGR market share including PokerStars US (which is reported in the International segment) for the twelve months to December 31, 2025 was 28%.
2 Flutter Enterteinment plc Annual Report and Accounts 2025
INTERNATIONAL
Through our International division, we operate in approximately 100 countries around the world, offering sports betting, exchange, casino, lottery, poker, bingo, and daily fantasy sports, mainly online. We hold leading market positions in some of the largest and most attractive markets in the world, including the UK, Italy and Australia, through a portfolio of best-in-class brands. Our operations are organized by geography to ensure decision making remains close to the customer, while still benefiting from the Flutter Edge.
REVENUE
AVERAGE MONTHL7 PLA7ERS
Flutter Enterteinment plc Annual Report and Accounts 2025 3
As a company with a listing on the equity shares (international commercial companies secondary listing) segment of the London Stock Exchange ("LSE")(Secondary Listing), Flutter Entertainment plc is required to make certain disclosures under the UK Listing Rules (the "UKLRs") and Disclosure, Guidance and Transparency Rules (the "DTRs"). Set out below are details of where such disclosures can be found:
Corporate Governance Statement
Our Corporate Governance Statement, as required by DTR 7.2, is available on our website, in the Policies and Documents section, see: Corporete Governence Stetement
Board and Executive Management Diversity
The Nominating and Governance Committee considers the structure, size and composition of the Board and its committees. It advises on orderly succession planning and non-executive recruitment and makes recommendations to the Board on appointments. The Nominating and Governance Committee considers the balance of skills, experience, knowledge and diversity of background, to achieve our strategic vision and act in the interest of shareholders and other stakeholders. Due to changes to the Board during 2025, as at December 31, 2025, the Board did not meet the target contained in UKLR 14.3.30R of at least one Board member being from a minority ethnic background. Following the relocation of our primary listing to the NYSE and our transition to the Secondary Listing on May 31, 2024, we no longer
maintain the position of Senior Independent Director. As a result of this, the Board did not meet the target contained in UKLR 14.3.30R of at least one senior Board position being held by a woman as at December 31, 2025. The Board had 50% female representation as at December 31, 2025. Spencer Stuart, an external search agency, was used during the Non-Executive Director recruitment process of Mr. Bomhard.
The Nominating and Governance Committee also oversee succession planning for senior executives.
The following tables set out the information required to be included in the Annual Report and Accounts 2025 under the UKLR 14.3.30R, as at December 31, 2025. The information included in the below tables, and to support the statement made above relating to the targets set, has been collected by self-disclosure directly from the individuals concerned, using a questionnaire requesting the individual to select their gender identity and ethnicity from a list of options of equal prominence.
Tenure
⬛< 5 yrs ⬛ 5-10 yrs ⬛ > 10 yrs
4.6 yeers everege tenure
Gender Diversity
Female ⬛ Male
50% femele
Averege Age
⬛ 40-50 ⬛ 50-60 ⬛ 60-70+
61.4 everege ege
For the purposes of the below tables, executive management is as defined in the UKLR, being the executive committee or most senior executive or managerial management body below the Board (or where there is no such formal committee or body, the most senior level of managers reporting to the chief executive), including the Company Secretary but excluding administrative and support staff. For Flutter, this is the members of our Executive Committee and the Company Secretary.
Gendep Identity
Number of senior
positions on the Number in Percentege of
Number of Boerd
Percentege of
Boerd (CEo, SID
executive
executive
Members
the Boerd
end Cheir)
menegement
menegement
Men
5
50%
2
5
83.3%
Women
5
50%
0
1
16.7%
other cetegories*
0
0%
0
0
0%
Not specified/prefer not to sey
0
0%
0
0
0%
* In collecting data on gender identity, we also included additional categories including gender fluid, intersex, non-binary, transgender or other gender.
Number of senior
positions on the Number in Percentege of
Number of Boerd
Percentege of
Boerd (CEo, SID
executive
executive
Members
the Boerd
end Cheir)
menegement
menegement
White British or other White 10
100%
2
8
100%
Mixed/multiple ethnic groups 0
0%
0
0
0%
Asien/Asien British 0
0%
0
0
0%
Bleck/Africen/Ceribbeen/Bleck British 0
0%
0
0
0%
other ethnic group 0
0%
0
0
0%
Not specified/prefer not to sey 0
0%
0
0
0%
Ethnic BacLgpound
(including minority−white groups)
Seniop Manageps
Senior managers are defined in legislation as including both persons responsible for planning directly or controlling the activities of the Company (or strategically part of the Company), and any other Directors of undertakings including in the consolidated accounts. For reporting purposes, as at December 31, 2025, there were 128 Group subsidiary entity Board Directors, comprising 23 female and 105 male.
Sustainability Reporting
In accordance with UKLR 14.3.24R, the Company is required to state whether it prepares climate-related financial disclosures which are consistent with the 4 recommendations and the 11 recommended disclosures set out in the June 2017 report of the Task Force on Climate-related Financial Disclosures ("TCFD") entitled "Recommendations of the Task Force on Climate-related Financial Disclosures" (the "TCFD Report").
The Company has published a 'FY25 Climate Report' that provides detail on our environment goals, progress, and environment-related disclosures. The Company has included TCFD disclosures in the 'FY25 Climate Report' which are consistent with the 4 recommendations and 10 of the 11 recommended disclosures set out in the TCFD Report across the pillars of Governance, Strategy, Risk Management and Metrics & Targets. There is one recommended disclosure, under the Metrics & Targets pillar, to which we are only partially aligned. The rationale for this together with a summary of steps to be taken to move from "partially" to "fully aligned" in respect of this disclosure will be contained in our 'FY25 Climate Report'.
Overview of the disclosures are found below, and full details can be found in our 'FY25 Climate Report':
Governance: Full disclosure of board oversight and management's role in assessing climate-related risks and opportunities
Strategy: Complete alignment on identifying climate-related risks and opportunities across short, medium, and long-term horizons
Risk Management: Full compliance on all processes for identifying, assessing, and managing climate-related risks, including integration with overall risk management frameworks
Metrics and Targets: Complete alignment on greenhouse gas emissions disclosure (Scopes 1, 2, and applicable Scope 3) and on performance targets and partial alignment on the metrics used by the organization to assess climate-related risks and opportunities
This year, we have continued working to progress the alignment of our strategy with the TCFD recommendations. This alignment reflects our commitment to enhancing transparency and effectively managing climate-related risks and opportunities.
We are in the process of developing a comprehensive set of climate-related metrics in preparation for the implementation of the EU Corporate Sustainability Reporting Directive ("CSRD"). Following recent legislative change, we will now be subject to report pursuant to CSRD for our 2027 financial year, so will be delivering our first CSRD reporting in 2028. We expect these
metrics to enhance our ability to assess, manage, and disclose climate-related risks and opportunities in alignment with our strategy and risk management processes.
The 'FY25 Climate Report' was published on February 26, 2026 and is available on our website at:
https://flutter.com/investors/investor−hub/susteinebility−reporting.
Incorporation and Stock Listing
Flutter Entertainment plc (the "Compeny" or "Flutter"), together with its subsidiaries (collectively referred to as the "Group"), is a global sports betting and iGaming group, with registered offices in Dublin, and operational headquarters in New York.
The Company is a public limited company incorporated and domiciled under the laws of Ireland and has its primary listing on the New York Stock Exchange (the "NYSE") under the symbol FLUT and the Secondary Listing on the London Stock Exchange under the symbol FLTR. As at February 24, 2026, there were 2,607 holders of record of our ordinary shares ("Sheres"). This does not include the number of shareholders that hold beneficial interests in our Shares in "registered form / street name" or through "CREST Depository Interests" through banks or broker-dealers.
Internet Information
Information on Flutter's financial reports and its services is available on the internet at https://www.flutter.com.
Form 1O-H
Our Annual Report on Form 10-K has been filed with the Securities and Exchange Commission. To request a copy of the Form 10-K, free of charge from the Company, please contact Investor Relations.
Corporate Governance
Our Corporate Governance Guidelines, Code of Ethics and additional information about the Board and its committees and corporate governance at Flutter are posted on our website at https://www.flutter.com. Shareholders who would like to request printed copies of Flutter's Corporate Governance Guidelines, Code of Ethics or the charters of the Board's Audit, Nominating and Governance, Compensation and Human Resources or Risk and Sustainability Committee (all of which are posted to our website), may do so by sending their requests to the Company Secretary at Flutter Entertainment plc, at Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin 4, D04 V972, Ireland.
In addition, the Company's corporate website provides shareholders with a broad range of other information including investor information such as the Annual Report and Accounts 2025, current and historic share prices, AGM materials, events and governance information.
AGM 2O26 will be held at our registered office address, Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin 4, D04 V972, Ireland on May 29, 2026.
Inquiries
Analysts, institutional investors, individual shareholders and others seeking general information should contact Investor Relations via email at [email protected].
Changes to the Board of Directors during 2O2З
Stefan Bomhard joined the board as a Non-Executive Director on October 1, 2025. Atif Rafiq did not seek re-election at the Company's AGM in 2025 and therefore ceased to be a member of the Board with effect from June 5, 2025. In accordance with the provisions of our Articles of Association, all Directors eligible for re-election retire at each AGM and offer themselves for election or re-election (as appropriate). Accordingly, all Directors will retire and, all Directors who choose to do so, will seek election or re-election (as appropriate) at the AGM to be held on May 29, 2026. The Board believes that all Directors offering themselves for election or re-election continue to be effective and demonstrate commitment to the role. The Company also announced the appointments of Sally Susman and David Kenny as Non-Executive Directors in December 2025 and January 2026 respectively, effective as of the conclusion of the AGM to be held on May 29, 2026. The names and biographies of our current Directors can be found at flutter.com and in the Proxy Statement to be published on April 16, 2026.
Shareholders' meetings
The Company is incorporated under the Companies Act 2014 of Ireland. Under the Companies Act 2014, the Company is required to hold a general meeting of shareholders each calendar year as its Annual General Meeting ("AGM"). Any other general meeting of shareholders held in that year is classified as an Extraordinary General Meeting ("EGM"). Not more than 15 months may elapse between the date of one AGM and the next. EGMs are convened when considered appropriate by the Board and may also be convened at the request of members holding not less than 10% of the issued share capital of the Company which carries voting rights.
No business may be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business. Under the Company's Constitution, two persons entitled to vote upon the business to be transacted, present
in person or by proxy or as a duly authorised representative of a corporate member, constitute a quorum. Only those shareholders registered on the Company's register of members at the prescribed record date, being a date specified by the Board in relation to the relevant general meeting, are entitled to attend and vote at a general meeting.
While the Company's Constitution provides that resolutions shall be voted on the taking of a poll, after each resolution has been dealt with, details are given of the level of proxy votes cast on each resolution and the numbers for, against and withheld. On a poll, the votes of shareholders present and voting at the meeting are added to the proxy votes received in advance of the meeting and the total number of votes for, against and withheld for each resolution are announced following the conclusion of the meeting. Ordinary resolutions may be passed by a simple majority of votes cast in favour, while special resolutions require a 75% majority of votes cast in favour. Any shareholder who is entitled to attend, speak and vote at a general meeting is entitled to appoint one or more proxies to attend, speak and vote on his or her behalf. A proxy need not be a member of the Company. The business of the Company is managed by the Directors who may do all such acts and things and exercise all the powers of the Company save for those powers required to be exercised by the Company in general meeting. Matters reserved to shareholders in general meetings include the election of Directors, the declaration of final dividends on the recommendation of the Directors, the fixing of the remuneration of the external auditor, amendments to the Constitution, measures to increase or reduce the ordinary share capital and the authority to issue shares.
Annual General Meeting 2O26
Shareholders are invited to attend the Flutter Entertainment plc Annual General Meeting of Shareholders on May 29, 2026, beginning at 2:00 p.m. Irish time / 9:00 a.m. Eastern time at the Company's registered office at Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin, D04 V972, Ireland. Shareholders will also be provided with a facility to listen to the AGM remotely by using the Broadridge webcast platform.
Auditor
KPMG, Chartered Accountants, was appointed as statutory auditor on May 18, 2018 and has been reappointed annually since that date, and pursuant to section 383(2) of the Companies Act 2014 will continue in office for the financial year ending December 31, 2026. A non-binding resolution to ratify the appointment of KPMG as our independent registered public accounting firm and auditor for the year ending December 31, 2026 will be proposed at the 2026 AGM. In addition, pursuant to section 381(1)(b) of the Companies Act 2014, a binding resolution authorising the Directors to fix the remuneration of KPMG for the year ending December 31, 2026 will also be proposed at the 2026 AGM.
Dividends
Dividend payments
Details of the Company's dividends policy for the financial year ended December 31, 2025 can be found at:
https://www.flutter.com/investors
Dividend withholding tax ("DWT")
As an Irish resident company, all dividends paid by the Company are subject to DWT, currently at the rate of 25% unless a shareholder is entitled to an exemption. Shareholders entitled to the exemption must have submitted a properly completed exemption form to the Company's Registrar by the relevant record date for the dividend. Non-Irish resident shareholders and certain Irish companies, trusts, pension schemes, investment undertakings, companies' resident in any member state of the European Union and charities may be entitled to claim exemption from DWT. If you are a registered holder and require any further assistance or information on the relevant form to be completed, please contact the Registrar. If you are a beneficial holder and hold your shares through a broker, please contact your broker for further assistance.
Forms are available on the Irish Tax & Customs Revenue website: https://www.revenue.ie
Shareholders should note that DWT will be deducted from dividends where a properly completed form has not been received by the relevant record date for a dividend.
Out-of-date/unclaimed dividends
If you have out-of-date dividend cheques or unclaimed dividends, please contact the Registrar.
Financial calendar
2O26
February 26
Finenciel Yeer 2025 Results
May 29
Annuel Generel Meeting
December 31
Finenciel Yeer End
Further updates to the calendar can be found at https://www.flutter.com
Share portal
Shareholders may access their accounts online at https://www.computershere.com/flutter
This facility allows registered shareholders to check their shareholdings and dividend payments, change address, change dividend instructions, register email addresses and also download standard forms and documents to initiate other changes in details held by the Registrar.
Beneficial shareholders holding shares through a broker should contact their broker for account assistance.
Shareholder security
Please be aware that organisations, typically from overseas, sometimes make unsolicited contact with shareholders offering to buy their shares or to sell shares on their behalf at prices which can be significantly higher than the market price of the shares.
If you are in receipt of an unsolicited call from someone offering to buy your shares, you should remain vigilant; take a note of the name of the person and organisation that has contacted you; do not respond to high pressure tactics to provide bank details or arrange to transfer money if you are unsure of the bona fide nature of the caller; check if the company or individual is appropriately authorised to operate as an investment firm with your local regulatory authority (Financial Industry Regulatory Authority for shareholders resident in the US, Central Bank of Ireland for shareholders resident in Ireland and the Financial Conduct Authority for shareholders resident in the UK); and obtain independent advice from a qualified adviser or stockbroker.
Share dealing
If you wish to buy or sell shares in the Company, you can do this by using the services of a stockbroker or high street bank. Please note the price of shares can go down as well as up, and you are not guaranteed to get back the amount you originally invested.
If you are in any doubt, you should contact an independent financial adviser.
Contacts and Other Information
Opepational Headquapteps
Flutter Entertainment plc One Madison Avenue, New York, New York 10010 (646) 930-0950
https://www.flutter.com
Registeped office
Belfield Office Park,
Beech Hill Road, Clonskeagh, Dublin 4, D04 V972, Ireland https://www.flutter.com
Genepal
To contact the Investor Relations team email: [email protected]
To contact the Company Secretariat team
StocL Exchange
The New York Stock Exchange-NYSE Ticker Symbol-FLUT
The London Stock Exchange-LSE Ticker Symbol-FLTR
Oup bpands
More information on each of our brands is available at:
Paddy Power: https://www.peddypower.com Betfair: https://www.betfeir.com Betnacional: betnecionel.bet.br Sportsbet: https://www.sportsbet.com.eu FanDuel: https://www.fenduel.com Adjarabet: https://www.edjerebet.com Pokerstars: https://www.pokersters.com
Sky Betting & Sky Gaming:
https://www.Skybet.com
tombola: https://www.tombole.com
Sisal: https://www.sisel.com Snai: https://www.snei.it Maxbet: https://www.mexbet.rs
Junglee Games: jungleegemes.com
Shapeholdep Account Assistance
Registered shareholder records are maintained by our Transfer Agent:
Computepshape
Computershare Trust Company, N.A. 150 Royall Street, Suite 101
Canton, MA 02021
Tel:
Ireland: 016968470
UK: 03707036320
US and Canada: 18888137420
Outside of the above territories: 16172312970 Email: [email protected]
Executive Officeps
Peter Jeckson
Group Chief Executive Officer and Executive Director
Rob Coldreke
Group Chief Financial Officer
Phil Bishop
Chief Operating Officer
Amy Howe
Chief Executive Officer - United States
Den Teylor
Chief Executive Officer - International
Don Liu
Chief Legal Officer
Boapd of Dipectops and Company Secpetapy
John A. Bryent2,3
Board Chair, Chair of the Nominating and Governance Committee
Peter Jeckson
Executive Director, Chief Executive Officer
Robert (Dob) Bennett2,4
Independent Non-Executive Director
Nency Cruickshenk1,4
Independent Non-Executive Director and Chair of Risk and Sustainability Committee
Nency Dubuc2,4
Independent Non-Executive Director
Alfred F. Hurley, Jr.2,3
Independent Non-Executive Director and Chair of the Compensation and Human Resources Committee
Holly Keller Koeppel1,3,4
Independent Non-Executive Director and Chair of the Audit Committee
Cerolen Lennon1,3
Independent Non-Executive Director
Christine McCerthy1,4
Independent Non-Executive Director
Stefen Bomherd2,3
independent Non-Executive Director
Edwerd Treynor
Company Secretary
Committee Membepships:
Audit Committee
Compensation and Human Resources Committee
Nominating and Governance Committee
Risk and Sustainability Committee
Company Numbep
16956
BpoLeps
Goldman Sachs International J & E Davy
Legal adviseps
Arthur Cox LLP,
Earlsfort Centre, Ten Earlsfort Terrace, Dublin 2, Ireland
Freshfields Bruckhaus Deringer LLP, 100 Bishopsgate, London EC2P 2SR, UK Simpson Thacher & Bartlett LLP, 425 Lexington Ave, New York, NY, 10017, USA
Independent Registeped Accounting ripm / Auditops
KPMG, 1 Stokes Place, St. Stephen's Green, Dublin 2, Ireland
Ppincipal banLeps
Allied Irish Banks, p.l.c. Banco Santander, S.A. Bank of America, N.A. Bank of Ireland Barclays Bank Plc CIBC BANK USA
Citibank, N.A. Citizens Bank, N.A Clydesdale Bank Plc Goldman Sachs
J.P. Morgan Chase Keybank N.A. Lloyds Bank plc Mediobanca Mizuho Bank, Ltd.
National Westminster Bank PLC UniCredit Bank AG
Wells Fargo Bank
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025 or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 001-37403
(Exact name of registrant as specified in its charter)
Ireland 98-1782229
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
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 ⌧ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes
No ⌧
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 ⌧ No
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 ⌧ No
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
⌧
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
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.
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. ⌧
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.
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).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No ⌧
As of June 30, 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: $50.37 billion based upon the closing price reported for such date on the New York Stock Exchange.
As of February 16, 2026, the number of ordinary shares outstanding of Flutter Entertainment plc was 175,301,968.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement relating to the 2026 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.
TABLE OF CONTENTS
Page
PART I
Item 1.
Business
1
Item 1A.
Risk Factors
17
Item 1B.
Unresolved Staff Comments
45
Item 1C.
Cybersecurity
45
Item 2.
Properties
47
Item 3.
Legal Proceedings
47
Item 4.
Mine Safety Disclosures
47
PART II
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
48
Item 6.
[Reserved]
51
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
51
Item 7A.
Quantitative and Qualitative Disclosure About Market Risk
78
Item 8.
Financial Statements and Supplementary Data
79
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
139
Item 9A.
Controls and Procedures
139
Item 9B.
Other Information
141
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
141
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
142
Item 11.
Executive Compensation
142
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
142
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
142
Item 14.
Principal Accountant Fees and Services
142
PART IV
Item 15.
Exhibits and Financial Statement Schedules
143
Item 16.
Form 10-K Summary
147
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, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 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 2024 and fiscal 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 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 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 2025, fiscal 2024 and fiscal 2023 refer to the years ended December 31, 2025, 2024 and 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 market conditions beyond our control could adversely affect our business, financial condition and results of 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 may fail to retain existing customers or add new customers, or customers could decrease their level of engagement with our offerings in 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.
We may experience lower-than-expected profitability or suffer significant losses from a failure to determine accurately the odds in relation to any particular event, including as a result of errors in our odds-setting or bet acceptances processes and/or any failure of our sports risk management processes.
Uncertainty 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.
Our business depends on our ability to attract, retain, motivate and develop key personnel, and our failure to do so or to maintain adequate succession planning for key positions could materially adversely affect our business, financial condition and results of operations.
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.
We use artificial intelligence ("AI"), machine learning and similar technologies in our business, which may present business, compliance, and reputational risks.
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.
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.
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.
An interruption, failure, cessation or material change of the terms for the provision of third party data and content services could have a material adverse effect on our business, financial condition and results of operations.
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.
Legal uncertainty and inconsistent enforcement of online betting and iGaming laws could require us to restrict or cease operations in certain jurisdictions, or expose us to regulatory or legal action.
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.
Changes in taxation laws, regulations and interpretations could materially increase our tax liabilities, reduce customer demand for our products, and adversely affect 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.
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 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.
We previously identified deficiencies in our internal control over financial reporting that constitute "material weaknesses" as defined in Regulation S-X. Although these material weaknesses have been remediated, 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.
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.
U.S. investors may have difficulty enforcing judgments against us, our directors and officers.
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 One Madison Avenue, 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 https://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 https://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 (https://www.flutter.com) and at times our corporate X account (@FlutterEnt) and LinkedIn (https:// 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, daily fantasy sports ("DFS") and prediction markets in the U.S.).
These products are offered by FanDuel (sportsbook, iGaming and other products), 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), Adjarabet (iGaming products), MaxBet (sportsbook and iGaming products) and Betnacional (sportsbook and iGaming 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.
a 5% redeemable non-controlling interest in FanDuel Group Parent LLC ("FanDuel") held by Boyd Interactive Holdings L.L.C. ("Boyd") for a consideration of $1,553 million. The acquisition brings the Group's holding in FanDuel to 100% (subject to the Fox Option).
a 56% interest in NSX Group ("NSX"), a leading Brazilian operator of the Betnacional brand for a total consideration of BRL 3,799 million ($674 million), 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.
100% of the outstanding shares of Pluto (Italia) S.p.A, the holding company that owns Snaitech S.p.A ("Snai"), one of Italy's leading omni-channel operators in the sports betting and iGaming market, for consideration of approximately $2.6 billion (€2.3 billion).
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 prediction markets products offerings in the U.S. For fiscal 2025, 53% of our revenue was derived from sportsbook, 44% of our revenue was derived from iGaming, and 3% of our revenue was derived from other products, while 88% of our revenue at the Group level was generated from our online businesses. Our online operations are complemented by 1,127 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.
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 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 P2P products include the Betfair betting exchanges, DFS and prediction markets offered by FanDuel 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 Business
United States
Our U.S. segment offers sports betting, casino, DFS, 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. segment is our fastest growing and our largest region, constituting $6,967 million (or 43%) of our revenue for fiscal 2025. For fiscal 2025, we had an approximately 41% share of the online sports betting market in the states where FanDuel sportsbook was live and an approximately 27% share of the iGaming market in states where FanDuel casino was live based on the gross gaming revenue.
The U.S. segment consists of the following brands: FanDuel and TVG. As of December 31, 2025, our FanDuel online sportsbook was available in 25 states or territories, our FanDuel online casino was available in 5 states, our FanDuel paid DFS offering was available in 43 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.
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 region also includes our 506 Paddy Power betting shops in the United Kingdom and Ireland as of December 31, 2025. Our UKI region constituted $3,547 million (or 22%) of our Group total revenue for fiscal 2025.
Southern Europe and Africa
In Italy, we offer our sports betting (sportsbook) and iGaming products (games, casino, poker and lottery) through our Sisal, Snai and PokerStars brands. We also offer our sports betting and iGaming products in Morocco and Türkiye. Our SEA region constituted $2,746 million (or 17%) of our Group total revenue for fiscal 2025.
Asia Pacific
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. In India, we offered iGaming products through our Junglee brand until August 22, 2025, when we ceased offerings such products due to the ban on all forms of online real money gaming in India that went into effect. Our APAC region constituted $1,428 million (or 9%) of our Group total revenue for fiscal 2025.
Central and Eastern 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 CEE region constituted $604 million (or 4%) of our Group total revenue for fiscal 2025.
Brazil
In Brazil, we offer online sports betting, iGaming products and other products (exchange betting) through our Betfair and Betnacional brands. Our Brazil region constituted $227 million (or 1%) of our Group total revenue for fiscal 2025.
Other
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."
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 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.
During fiscal 2025, our global technology strategy enabled the following improvements and enhancements to our products around the world: FanDuel advanced several initiatives aimed at increasing flexibility and optionality for customers, including the development and testing of new wagering formats such as quick bets, drive same game parlay, and futures same game parlay. We also invested in improving the precision, speed, and reliability of our probability and pricing infrastructure. These efforts included enhancements to core probability algorithms, upgrades to trading tools, and initiatives designed to reduce platform and pricing latency. Collectively, these improvements support our objective of delivering high-confidence probability estimates while maintaining a low-friction customer experience during bet placement. FanDuel incorporated coach-specific behavioral tendencies into its NFL modelling, implemented new
price-confidence metrics, and increased odds availability toward the end of games. In addition, we launched "FanDuel Predicts" a new FanDuel branded app in December 2025 to offer prediction markets products. In Italy, Sisal completed its migration of Poker & Bingo products to Flutter platforms and launched MyCombo, the only full same game parlay product available in the Italian market. In the UK and Ireland, the successful migration of Sky Bet onto our shared Flutter UKI platform has enabled delivery of new products and improvements for our Sky Bet customers. This included the launch of our highly popular SuperSub offering and the new Squad Bet proposition, powered by our next-generation pricing capability.
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. segment: "FanDuel," "FanDuel Sportsbook," "https://www.fanduel.com" and "https://www.tvg.com";
International segment: "FLUTTER INTERNATIONAL," "PADDY POWER," "PADDY POWER BETFAIR," "SPORTSBET," "POKERSTARS," "BETFAIR," "SISAL," "SNAI," "ADJARABET,"
"MAXBET SLOT CLUB," "BETNACIONAL," "https://www.paddypower.com" "https://www.paddypower.ie," "https://www.sportsbet.com.au, " "https://www.pokerstars.com," "https://www.betfair.com," "https://www.sisal.it," "https://www.snai.it," "https://www.adjarabet.com," "https://www.maxbet.rs" and "betnacional.bet.br."
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, 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."
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
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 gaming 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 relevant jurisdictions, we may implement a combination of technical controls, including: (i) IP address blocking, which is used to identify the apparent location of a player and restrict access accordingly; (ii) country-specific restrictions based on the player's declared or verified residence; and, where required or appropriate, (iii) geolocation measures that limit access based on a player's physical location, as determined through multiple data points, such as mobile device information and Wi-Fi 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 gaming, including licensing and taxation regimes and pooled poker liquidity, which we believe promotes sustainable gaming 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 gaming 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.
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 two primary categories that are 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, 2025, 31 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.
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 those 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.
Daily Fantasy Sports
Our FanDuel DFS product offers paid-entry contests in 43 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.
Prediction Markets
We offer prediction markets contracts trading in the United 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.
International
Great Britain
Online 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.
Individuals responsible for certain activities at licensed gambling operators (including management and direction of the business, strategy and 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.
The 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.
Disclaimer
Flutter Entertainment plc published this content on April 16, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 16, 2026 at 13:19 UTC.