FLUT 10-Q Quarterly Report Sept. 30, 2025

FLUTTER ENTERTAINMENT PLC

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10-Q	Quarter ended Sept. 30, 2025
10-Q	Quarter ended June 30, 2025
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DEF 14A	Filed on Dec. 31, 2024

flut-20250930

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-37403

Flutter Entertainment plc

(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 No.)
One Madison Avenue, New York, New York						10010
(Address of principal executive offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: (646) 930-0950

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

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 the 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 30, 2025, the number of shares of the registrant’s ordinary shares outstanding is 175,274,718 .

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TABLE OF CONTENTS

Page


PART I			1
Item 1. Financial Statements (unaudited)			1
Condensed Consolidated Balance Sheets			1
Condensed Consolidated Statements of Comprehensive Income (Loss)			2
Condensed Consolidated Statements of Changes in Shareholders’ Equity and Redeemable Non-controlling Interest			3
Condensed Consolidated Statements of Cash Flows			7
Notes to the Condensed Consolidated Financial Statements			9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			41
Item 3. Quantitative and Qualitative Disclosure About Market Risk			66
Item 4. Controls and Procedures			66
PART II			66
Item 1. Legal Proceedings			67
Item 1A. Risk Factors			67
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			67
Item 3. Defaults Upon Senior Securities			67
Item 4. Mine Safety Disclosures			67
Item 5. Other Information			67
Item 6. Exhibits			69
SIGNATURES			70

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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.

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, you can identify these forward-looking statements by the use of 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 or the negative version of these words or other comparable words of a future or forward-looking nature. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Such factors include, among others:

• Flutter’s ability to effectively compete in the global entertainment and gaming industries, including Flutter’s ability to effectively compete with prediction markets and other new entrants into the markets in which it operates;

• Adverse changes to the regulation (including taxation) of online betting and iGaming;

• Flutter’s ability to retain existing customers and to successfully acquire new customers;

• Flutter’s ability to accurately determine the odds in relation to any particular event exposes us to trading, liability management and pricing risk;

• Flutter’s ability to develop new product offerings;

• Flutter’s ability to successfully acquire and integrate new businesses;

• Flutter’s ability to maintain relationships with third-parties;

• Flutter’s ability to maintain its reputation;

• Public sentiment towards online betting and iGaming generally;

• The potential impact of general economic conditions, including inflation, tariffs and/or trade disputes, fluctuating interest rates and instability in the banking system, on Flutter’s liquidity, operations and personnel;

• Flutter’s ability to obtain and maintain licenses with gaming authorities;

• The failure of additional jurisdictions to legalize and regulate online betting and iGaming;

• Flutter’s ability to comply with complex, varied and evolving U.S. and international laws and regulations relating to its business;

• Flutter’s ability to raise financing in the future;

• Flutter’s success in retaining or recruiting officers, key employees or directors;

• Litigation and the ability to adequately protect Flutter’s intellectual property rights;

• The impact of data security breaches or cyber-attacks on Flutter’s systems; and

• Flutter’s ability to remediate material weaknesses in its internal control over financial reporting.

Additional factors that could cause the Company’s results to differ materially from those described in the forward-looking statements can be found in Part I, “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 as filed with the SEC on March 4, 2025 and other periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov . 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 should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Company’s filings with the SEC. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

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Website and Social Media Disclosure

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 Quarterly Report on Form 10-Q.

iii

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PART I

Item 1. Financial Statements (unaudited)

FLUTTER ENTERTAINMENT PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

($ in millions except share and per share amounts)


	As of September 30, 2025		As of December 31, 2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,727	$	1,531
Cash and cash equivalents – restricted	68		48
Player deposits – cash and cash equivalents	1,939		1,930
Player deposits – investments	26		130
Accounts receivable, net	158		98
Prepaid expenses and other current assets	864		607

TOTAL CURRENT ASSETS	4,782		4,344
Investments	7		6
Property and equipment, net	615		493
Operating lease right-of-use assets	529		507
Intangible assets, net	7,241		5,364
Goodwill	15,804		13,352
Deferred tax assets	226		267
Other non-current assets	135		175
TOTAL ASSETS	$	29,339	$	24,508
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	402	$	266
Player deposit liability	1,839		1,940
Operating lease liabilities	127		119
Long-term debt due within one year	146		53
Other current liabilities	2,448		2,212

TOTAL CURRENT LIABILITIES	4,962		4,590
Operating lease liabilities – non-current	458		428
Long-term debt	11,953		6,683
Deferred tax liabilities	1,114		605
Other non-current liabilities	933		935
TOTAL LIABILITIES	$	19,420	$	13,241
COMMITMENTS AND CONTINGENCIES (Note 17)
REDEEMABLE NON-CONTROLLING INTERESTS	485		1,808
SHAREHOLDERS’ EQUITY
Ordinary share (Authorized 3,000,000,000 shares of € 0.09 ($ 0.11 ) par value each; issued September 30, 2025: 175,899,661 shares; December 31, 2024: 177,895,367 shares)	$	36	$	36

Additional paid-in capital	1,929		1,611
Accumulated other comprehensive loss	( 1,061 )		( 1,927 )
Retained earnings	8,340		9,573
Total Flutter Shareholders’ Equity	9,244		9,293
Non-controlling interests	190		166
TOTAL SHAREHOLDERS’ EQUITY	9,434		9,459
TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND SHAREHOLDERS’ EQUITY	$	29,339	$	24,508

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

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FLUTTER ENTERTAINMENT PLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

($ in millions except share and per share amounts)


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Revenue	$	3,794	$	3,248	$	11,646	$	10,256
Cost of sales	( 2,168 )		( 1,752 )		( 6,352 )		( 5,380 )
Gross profit	1,626		1,496		5,294		4,876
Technology, research and development expenses	( 275 )		( 213 )		( 746 )		( 619 )
Sales and marketing expenses	( 966 )		( 748 )		( 2,595 )		( 2,375 )
General and administrative expenses	( 702 )		( 438 )		( 1,658 )		( 1,292 )
Goodwill impairment	( 517 )		—		( 517 )		—
Operating (loss) profit	( 834 )		97		( 222 )		590
Other income (expense), net	152		( 122 )		294		( 207 )
Interest expense, net	( 152 )		( 105 )		( 347 )		( 325 )
(Loss) income before income taxes	( 834 )		( 130 )		( 275 )		58
Income tax benefit (expense)	45		16		( 142 )		( 52 )
Net (loss) income	( 789 )		( 114 )		( 417 )		6
Net (loss) income attributable to non-controlling interests and redeemable non-controlling interests	( 29 )		5		( 14 )		27
Adjustment of redeemable non-controlling interest to redemption value	( 70 )		( 16 )		( 101 )		17
Net loss attributable to Flutter shareholders	( 690 )		( 103 )		( 302 )		( 38 )
Loss per share
Basic	( 3.91 )		( 0.58 )		( 1.72 )		( 0.21 )
Diluted	( 3.91 )		( 0.58 )		( 1.72 )		( 0.21 )
Other comprehensive income (loss), net of tax:
Effective portion of changes in fair value of cash flow hedges	12		( 124 )		( 99 )		( 111 )
Fair value of cash flow hedges transferred to the income statement	( 13 )		119		88		117
Changes in excluded components of fair value hedge	5		( 1 )		4		( 1 )
Foreign exchange (loss) gain on net investment hedges	( 66 )		27		( 110 )		56
Foreign exchange (loss) gain on translation of the net assets of foreign currency denominated entities	( 82 )		570		1,064		325

Other comprehensive (loss) income	( 144 )		591		947		386
Other comprehensive (loss) income attributable to Flutter shareholders	( 181 )		599		866		408
Other comprehensive income (loss) attributable to non-controlling interest and redeemable non-controlling interest	37		( 8 )		81		( 22 )
Total comprehensive (loss) income	$	( 933 )	$	477	$	530	$	392

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

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FLUTTER ENTERTAINMENT PLC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY AND REDEEMABLE NON-CONTROLLING INTERESTS

($ in millions except share amounts)


			Ordinary shares
	Redeemable non- controlling interests		Shares	Amount		Additional paid-in capital		Accumulated other comprehensive (loss)		Retained earnings		Total Flutter shareholders’ equity		Non- controlling interests		Total equity		Net Income
















Balance as of December 31, 2024	$	1,808	177,895,367	$	36	$	1,611	$	( 1,927 )	$	9,573	$	9,293	$	166	$	9,459
Net income	46		—	—		—		—		283		283		6		289		335
Adjustment of redeemable non-controlling interest to fair value	( 122 )		—	—		—		—		122		122		—		122
Shares issued on exercise of employee share options	—		182,515	0		3		—		—		3		—		3
Equity-settled transactions – expense recorded in the income statement	—		—	—		56		—		—		56		—		56
Repurchase of shares	—		( 890,999 )	0		—		—		( 230 )		( 230 )		—		( 230 )
Dividend distributed to non-controlling interests	—		—	—		—		—		—		—		( 4 )		( 4 )
Other comprehensive income	5		—	—		—		336		—		336		5		341
Balance as of March 31, 2025	$	1,737	177,186,883	$	36	$	1,670	$	( 1,591 )	$	9,748	$	9,863	$	173	$	10,036
Net (loss) income	( 74 )		—	—		—		—		105		105		6		111		37
Adjustment of redeemable non-controlling interest to fair value	300		—	—		—		—		( 300 )		( 300 )		—		( 300 )
Shares issued on exercise of employee share options	—		312,002	0		3		—		—		3		—		3
Equity-settled transactions – expense recorded in the income statement	—		—	—		70		—		—		70		—		70
Settlement of liability-classified share-based awards in equity	—		121,770	0		29		—		—		29		—		29
Acquisition of NSX	256		—	—		38		—		—		38		—		38
Repurchase of shares	—		( 1,249,950 )	0		—		—		( 304 )		( 304 )		—		( 304 )
Dividend distributed to non-controlling interests	—		—	—		—		—		—		—		( 5 )		( 5 )
Other comprehensive income	17		—	—		—		711		—		711		17		728
Balance as of June 30, 2025	$	2,236	176,370,705	$	36	$	1,810	$	( 880 )	$	9,249	$	10,215	$	191	$	10,406

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FLUTTER ENTERTAINMENT PLC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY AND REDEEMABLE NON-CONTROLLING INTERESTS (continued)

($ in millions except share amounts)


					Ordinary shares
	Redeemable non- controlling interests				Shares		Amount			Additional paid-in capital		Accumulated other comprehensive (loss)		Retained earnings		Total Flutter shareholders’ equity		Non- controlling interests		Total equity		Net Income
Net (loss) income	( 107 )				—		—			—		—		( 690 )		( 690 )		8		( 682 )		( 789 )
Adjustment of redeemable non-controlling interest to fair value	( 59 )				—		—			—		—		1		1		—		1
Shares issued on exercise of employee share options	—				298,643		0			1		—		—		1		—		1
Equity-settled transactions – expense recorded in the income statement	—				—		—			60		—		—		60		—		60

Acquisition of redeemable non-controlling interests	( 1,620 )				—		—			58		—		—		58		—		58
Repurchase of shares	—				( 769,687 )		0			—		—		( 220 )		( 220 )		—		( 220 )
Dividend distributed to non-controlling interests	( 2 )				—		—			—		—		—		—		( 9 )		( 9 )
Other comprehensive income (loss)	37				—		—			—		( 181 )		—		( 181 )		0		( 181 )
Balance as of September 30, 2025	$	485	—	—	175,899,661	—	$	36	—	$	1,929	$	( 1,061 )	$	8,340	$	9,244	$	190	$	9,434

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FLUTTER ENTERTAINMENT PLC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY AND REDEEMABLE NON-CONTROLLING INTERESTS (continued)

($ in millions except share amounts)


			Ordinary shares
	Redeemable non- controlling interests		Shares	Amount		Additional paid-in capital		Accumulated other comprehensive loss		Retained earnings		Total Flutter shareholders’ equity		Non- controlling interests		Total equity		Net Income
















Balance as of December 31, 2023	$	1,152	177,008,649	$	36	$	1,385	$	( 1,483 )	$	10,106	$	10,044	$	172	$	10,216
Net income (loss)	15		—	—		—		—		( 196 )		( 196 )		4		( 192 )		( 177 )
Adjustment of redeemable non-controlling interest to fair value	216		—	—		—		—		( 216 )		( 216 )		—		( 216 )
Shares issued on exercise of employee share options	—		436,546	0		14		—		—		14		—		14


Equity-settled transactions – expense recorded in the income statement	—		—	—		40		—		—		40		—		40
Acquisition of redeemable non-controlling interests	89		—	—		—		—		—		—		—		—
Other comprehensive (loss)	( 10 )		—	—		—		( 186 )		—		( 186 )		( 2 )		( 188 )
Balance as of March 31, 2024	$	1,462	177,445,195	$	36	$	1,439	$	( 1,669 )	$	9,694	$	9,500	$	174	$	9,674
Net income	33		—	—		—		—		261		261		3		264		297
Adjustment of redeemable non-controlling interest to fair value	( 63 )		—	—		—		—		63		63		—		63
Shares issued on exercise of employee share options	—		236,711	0		7		—		—		7		—		7
Equity-settled transactions – expense recorded in the income statement	—		—	—		57		—		—		57		—		57
Dividend distributed to non-controlling interests	—		—	—		—		—		—		—		( 6 )		( 6 )
Other comprehensive (loss)	—		—	—		—		( 5 )		—		( 5 )		( 2 )		( 7 )
Balance as of June 30, 2024	$	1,432	177,681,906	$	36	$	1,503	$	( 1,674 )	$	10,018	$	9,883	$	169	$	10,052

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FLUTTER ENTERTAINMENT PLC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY AND REDEEMABLE NON-CONTROLLING INTERESTS (continued)

($ in millions except share amounts)


			Ordinary shares
	Redeemable non- controlling interests		Shares		Amount		Additional paid-in capital		Accumulated other comprehensive loss		Retained earnings		Total Flutter shareholders’ equity		Non- controlling interests		Total equity		Net Income
Net (loss) income	( 15 )		—	—	—		—		—		( 103 )		( 103 )		4		( 99 )		( 114 )
Adjustment of redeemable non-controlling interest to fair value	187		—	—	—		—		—		( 187 )		( 187 )		—		( 187 )
Shares issued on exercise of employee share options	—		142,437	0	0		—		—		—		—		—		—
Equity-settled transactions – expense recorded in the income statement	—		—	—	—		53		—		—		53		—		53
Dividend distributed to non-controlling interests	—		—	—	—		—		—		—		—		( 4 )		( 4 )
Other comprehensive income (loss)	—		—	—	—		—		599		—		599		( 8 )		591
Balance as of September 30, 2024	$	1,604	177,824,343	36	$	36	$	1,556	$	( 1,075 )	$	9,728	$	10,245	$	161	$	10,406

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

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FLUTTER ENTERTAINMENT PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


($ in millions)	Nine months ended September 30,
	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	( 417 )	$	6
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	1,082		827
Impairment loss	559		—
Change in fair value of derivatives	( 11 )		4
Non-cash interest expense, net	87		28
Non-cash operating lease expense	106		96
Unrealized foreign currency exchange gain, net	( 60 )		( 24 )
Loss on disposals	1		6
Share-based compensation – equity classified	186		149
Share-based compensation – liability classified	14		4
Other (income) expense, net	( 250 )		216
Deferred tax benefit	( 5 )		( 117 )
Loss on extinguishment	23		5
Change in contingent consideration	—		( 3 )
Change in operating assets and liabilities:
Player deposits	117		16
Accounts receivable	31		6
Prepaid expenses and other current assets	( 29 )		( 29 )
Accounts payable	47		( 18 )
Other liabilities	( 385 )		( 198 )
Player deposit liability	( 244 )		81
Operating leases liabilities	( 96 )		( 105 )
Net cash provided by operating activities	756		950
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	( 69 )		( 87 )
Purchases of intangible assets	( 105 )		( 149 )
Capitalized software	( 313 )		( 246 )
Acquisitions, net of cash acquired	( 2,688 )		( 160 )
Proceeds from disposal of intangible assets	5		—
Cash settlement of derivatives designated in net investment hedge	35		( 5 )
Net cash used in investing activities	( 3,135 )		( 647 )
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of ordinary share upon exercise of options	7		21
Proceeds from issuance of long-term debt (net of transactions costs with lenders)	10,084		1,684
Transaction costs with third parties from issuance of long-term debt	( 20 )		—
Repayment of long-term debt	( 5,054 )		( 1,939 )
Acquisition of redeemable non-controlling interests	( 1,620 )		—
Distributions to non-controlling interests	( 20 )		( 10 )
Payment of contingent consideration	( 16 )		—
Repurchase of ordinary shares and taxes withheld and paid on employee share awards	( 844 )		—
Net cash provided by (used in) financing activities	2,517		( 244 )
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	138		59
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period	3,509		3,271
Effect of foreign exchange on cash, cash equivalents and restricted cash	87		80
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period:	3,734		3,410
CASH, CASH EQUIVALENTS AND RESTRICTED CASH comprise of:
Cash and cash equivalents	$	1,727	$	1,483
Cash and cash equivalents - restricted	68		56
Player deposits - cash & cash equivalents	1,939		1,871
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period:	$	3,734	$	3,410
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	321		343
Income tax paid (net of refunds)	326		178
Operating cash flows from operating leases	124		124

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FLUTTER ENTERTAINMENT PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)


	Nine months ended September 30,
	2025	2024
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Purchase of intangible assets with accrued expense	52	—
Capitalized software with accrued expense	23	—
Purchase of property and equipment with accrued expense	9	—
Right of use assets obtained in exchange for new operating lease liabilities	28	140
Adjustments to lease balances as a result of remeasurement	40	28
Business acquisitions (including contingent consideration)	331	2

Non-cash issuance of common stock upon exercise of options	29	—
Non-cash transaction costs on issuance of long-term debt	8	—
Dilapidation provision	10	—

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

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FLUTTER ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Use of Estimates — During the second quarter of fiscal 2025, the Group completed a review of the useful lives of customer relationships as a consequence of certain platform integration initiatives. The Group revised the remaining estimated useful lives of PokerStars’ and Sky Betting & Gaming’s customer relationships from 16 to 8 years and from 16 to 11 years, respectively, effective April 1, 2025. The Group accounted for the change in estimated remaining useful lives as a change in estimate under ASC 250 “Accounting Changes and Error Corrections”. The impact of the change in estimate was accounted for prospectively effective as of April 1, 2025, resulting in an increase in depreciation and amortization expense of $ 56 million ($ 51 million after tax, or a decrease of $ 0.29 per diluted share) and $ 91 million ($ 83 million after tax, or a decrease of $ 0.47 per diluted share) for the three and nine months ended September 30, 2025, respectively. The change in the useful lives is expected to increase depreciation and amortization expense by $ 150 million ($ 137 million after tax), $ 143 million ($ 130 million after tax), and $ 88 million ($ 82 million after tax) for the years ending December 31, 2025, 2026, and 2027, respectively.

Recent Accounting Pronouncements Adopted

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

Recent Accounting Pronouncements Not Yet Adopted

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

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

In September 2025, the FASB issued ASU 2025-06 Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which implements improvements to the internal-use software guidance. The ASU’s amendments are effective for fiscal years beginning after December 15, 2027 and interim reporting periods within annual reporting periods beginning after December 15, 2027 with early adoption permitted at the beginning of an annual reporting period. The Group is currently assessing the timing of adoption and the potential impacts of ASU 2025-06.

3. SEGMENTS AND DISAGGREGATION OF REVENUE

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

• U.S.; and

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

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

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

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

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

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following tables present the Group’s segment information:


	Three months ended September 30,				Nine months ended September 30,
($ in millions)	2025		2024		2025		2024
Revenue
U.S.
Sportsbook	$	783	$	822	$	3,136	$	2,907
iGaming	530		368		1,509		1,083
Other	55		60		180		197
U.S. segment revenue	1,368		1,250		4,825		4,187
International
Sportsbook	982		887		2,903		2,784
iGaming 1	1,369		1,043		3,687		3,046
Other	75		68		231		239
International segment revenue	2,426		1,998		6,821		6,069
Total reportable segment revenue	$	3,794	$	3,248	$	11,646	$	10,256

1. iGaming revenue includes iGaming, Poker and Lottery.

The following table presents the International segment disaggregated revenue:


	Three months ended September 30,				Nine months ended September 30,
($ in millions)	2025		2024		2025		2024
UKI 1	$	853	$	846	$	2,671	$	2,635
Southern Europe and Africa 2	743		370		1,848		1,154
Asia Pacific 3	363		413		1,078		1,156
Central and Eastern Europe 4	151		132		429		382
Brazil 5	87		17		140		51
Other regions 6	229		220		655		691
Total International segment revenue	$	2,426	$	1,998	$	6,821	$	6,069

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

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

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

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

5. Brazil reflects our Betfair and Betnacional (effective from acquisition date) operations in the region.

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

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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


	Three months ended September 30,				Nine months ended September 30,
($ in millions)	2025		2024		2025		2024
U.S.	$	1,330	$	1,235	$	4,697	$	4,129
UK	767		765		2,415		2,395
Italy	694		346		1,701		1,082
Australia	336		371		965		1,049
Ireland	73		72		225		225
Rest of the world	594		459		1,643		1,376
Total revenue	$	3,794	$	3,248	$	11,646	$	10,256

The information below shows the reconci liation of reportable segment Adjusted EBITDA to (loss) income before income taxes for the three and nine months ended September 30, 2025 and 2024:


	Three months ended September 30,				Nine months ended September 30,
($ in millions)	2025		2024		2025		2024
U.S.	$	51	$	58	$	612	$	344
International	505		461		1,614		1,508
Reportable segment Adjusted EBITDA	556		519		2,226		1,852
Unallocated corporate overhead 1	( 78 )		( 69 )		( 213 )		( 150 )
Depreciation and amortization	( 419 )		( 258 )		( 1,082 )		( 827 )
Share-based compensation expense	( 71 )		( 53 )		( 200 )		( 153 )
Transaction fees and associated costs 2	( 204 )		—		( 224 )		( 45 )
Restructuring and integration costs 3	( 59 )		( 42 )		( 170 )		( 87 )
Other income (expense), net	152		( 122 )		294		( 207 )
Interest expense, net	( 152 )		( 105 )		( 347 )		( 325 )
Impairment 4	( 559 )		—		( 559 )		—
(Loss) income before income taxes	$	( 834 )	$	( 130 )	$	( 275 )	$	58

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

2. During three months ended September 30, 2025, transaction costs of $ 204 million primarily relate to the Boyd market access payment. During the nine months ended September 30, 2025, transaction costs of $ 224 million mainly relate to the Boyd market access payment and the Snai and NSX acquisitions. During the nine months ended September 30, 2024, advisory fees of $ 45 million primarily relate to implementation of internal controls, information system changes and other strategic advisory fees related to the change in the primary listing of the Group.

3. During the three and nine months ended September 30, 2025, costs of $ 59 million and $ 170 million, respectively, (three and nine months ended September 30, 2024: $ 42 million and $ 87 million, respectively) primarily relate to various restructuring, acquisition integration and other strategic initiatives to drive synergies. The programs are expected to run until 2027. These actions include efforts to consolidate and integrate our technology infrastructure, back-office functions and relocate certain operations to lower cost locations. It also includes business process re-engineering cost, planning and design of target operating models for the Group's enabling functions and discovery and planning related to the Group's anticipated migration to a new enterprise resource planning system. The costs primarily include severance expenses, advisory fees and temporary staffing costs.

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

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table shows the significant segment expense categories that are regularly provided to the CODM and included in segment profit and loss for the three and nine months ended September 30, 2025 and 2024:


	Three months ended September 30,				Nine months ended September 30,
($ in millions)	2025		2024		2025		2024
U.S.
Revenue	$	1,368	$	1,250	$	4,825	$	4,187
Cost of sales 1	( 824 )		( 737 )		( 2,748 )		( 2,409 )
Technology, research and development expenses 2	( 88 )		( 72 )		( 256 )		( 200 )
Sales and marketing expenses 3	( 307 )		( 277 )		( 900 )		( 952 )
General and administrative expenses 4	( 98 )		( 106 )		( 309 )		( 282 )
Total U.S. adjusted EBITDA	51		58		612		344
International
Revenue	2,426		1,998		6,821		6,069
Cost of sales 1	( 1,168 )		( 901 )		( 3,152 )		( 2,657 )
Technology, research and development expenses 2	( 109 )		( 105 )		( 311 )		( 310 )
Sales and marketing expenses 3	( 413 )		( 347 )		( 1,098 )		( 1,022 )
General and administrative expenses 4	( 231 )		( 184 )		( 646 )		( 572 )
Total International adjusted EBITDA	$	505	$	461	$	1,614	$	1,508

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

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

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

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

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


	Three months ended September 30,				Nine months ended September 30,
($ in millions)	2025		2024		2025		2024
U.S.
Depreciation and amortization excluding amortization of acquired intangible	$	31	$	27	$	90	$	76
Share-based compensation expense	32		24		93		70
Total U.S.	63		51		183		146
International
Depreciation and amortization excluding amortization of acquired intangible	144		94		358		281
Share-based compensation expense	25		20		67		59
Total International	$	169	$	114	$	425	$	340

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

4. OTHER INCOME (EXPENSE), NET

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


	Three months ended September 30,				Nine months ended September 30,
($ in millions)	2025		2024		2025		2024
Foreign exchange gain, net	$	27	$	31	$	60	$	21
Fair value gain (loss) on derivative instruments	11		( 25 )		11		( 4 )

Fair value gain on contingent consideration	—		—		—		3
Loss on settlement of long-term debt	( 9 )		—		( 23 )		( 5 )
Financing related fees not eligible for capitalization	( 2 )		—		( 3 )		—
Loss on disposals	( 1 )		( 7 )		( 1 )		( 6 )
Fair value gain (loss) on Fox Option liability	126		( 121 )		250		( 214 )
Fair value loss on investment	—		—		—		( 2 )
Total other income (expense), net	$	152	$	( 122 )	$	294	$	( 207 )

5. INTEREST EXPENSE, NET

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


	Three months ended September 30,				Nine months ended September 30,
($ in millions)	2025		2024		2025		2024
Interest and amortization of debt discount and expense on long-term debt, bank guarantees	$	( 167 )	$	( 123 )	$	( 398 )	$	( 371 )
Other interest expense	( 3 )		( 3 )		( 7 )		( 7 )
Interest income	18		21		58		53
Interest expense, net	$	( 152 )	$	( 105 )	$	( 347 )	$	( 325 )

6. INCOME TAXES

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

The Group’s effective income tax rate was 5.4 % for the three months ended September 30, 2025, compared with an effective tax rate of 12.3 % for the three months ended September 30, 2024. The Group’s effective income tax rate was ( 51.6 )% for the nine months ended September 30, 2025, compared to 89.7 % for the nine months ended September 30, 2024. The change in the effective tax rate for these periods is primarily due to the net impact of jurisdictional mix of earnings, utilization of U.S. federal deferred tax assets in fiscal 2024, withholding tax on earnings planned to be repatriated, and discrete items. The discrete items primarily comprised of the change in the fair value gain (loss) on the Fox Option liability, deferred tax expense arising from the PokerStars transformation, the Junglee goodwill impairment which is non-deductible for tax purposes, loss making jurisdictions for which no tax benefit is recognized, income tax expense resulting from the reorganization of our Betfair Brazil business, and an increase in our liabilities for various unrecognized tax benefits.

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S., which includes a broad range of tax reform provisions, including but not limited to, allowing the immediate expensing of qualifying domestic research and development expenses, which we expect will reduce fiscal 2025 cash tax expenses, and permanent extensions of certain provisions within the Tax Cuts and Jobs Act. The OBBBA does not have a material impact on our estimated annual effective tax rate for the three months ended September 30, 2025.

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

Each year the Group files hundreds of tax returns in various national, state, and local income taxing jurisdictions in which it operates. These tax returns are subject to examination and possible challenge by the tax authorities. The Group has ongoing income tax audits in various jurisdictions and evaluates tax positions that may be challenged by tax authorities in accordance with accounting for income taxes and accounting for uncertainty in income taxes. As of September 30, 2025, we have recorded an additional $ 16 million of income tax expense related to various unrecognized tax benefits and $ 10 million of interest and penalties.

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

7. LOSS PER SHARE

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


	Three months ended September 30,				Nine months ended September 30,
($ in millions except per share amounts)	2025		2024		2025		2024
Numerator
Net (loss) income	( 789 )		( 114 )		( 417 )		6
Net (loss) income attributable to non-controlling interests and redeemable non-controlling interests	( 29 )		5		( 14 )		27
Adjustment of redeemable non-controlling interest to redemption value	( 70 )		( 16 )		( 101 )		17
Net loss attributable to Flutter shareholder – basic and diluted	( 690 )		( 103 )		( 302 )		( 38 )

Denominator
Basic weighted average outstanding shares	176		178		175		178
Effective of dilutive stock awards	—		—		—		—
Diluted weighted average outstanding shares	176		178		175		178

Loss per share
Basic	$	( 3.91 )	$	( 0.58 )	$	( 1.72 )	$	( 0.21 )
Diluted	$	( 3.91 )	$	( 0.58 )	$	( 1.72 )	$	( 0.21 )

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FLUTTER ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The number of options excluded from the diluted weighted average number of ordinary share calculation due to their effect being anti-dilutive as the assumed proceeds were greater than the average market price was 1,908,444 and 1,682,313 for the three and nine months ended September 30, 2025, respectively ( 2,023,140 and 1,846,515 for the three and nine months ended September 30, 2024, respectively).

8. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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


($ in millions)	Fair value hedges		Gains and loss on cash flow hedges		Unrealized gains and losses on available- for- sale debt securities		Foreign currency translation, net of net investment hedges		Total
Balance as of June 30, 2025	$	( 2 )	$	4	$	( 1 )	$	( 881 )	$	( 880 )
Other comprehensive income (loss) before reclassifications	5		12		—		( 185 )		( 168 )
Amounts reclassified from accumulated other comprehensive loss	—		( 13 )		—		—		( 13 )
Net current period other comprehensive income (loss)	5		( 1 )		—		( 185 )		( 181 )
Balance as of September 30, 2025	$	3	$	3	$	( 1 )	$	( 1,066 )	$	( 1,061 )


($ in millions)	Fair value hedges		Gains and loss on cash flow hedges		Unrealized gains and losses on available- for- sale debt securities		Foreign currency translation, net of net investment hedges		Total
Balance as of December 31, 2024	$	( 1 )	$	14	$	( 1 )	$	( 1,939 )	$	( 1,927 )
Other comprehensive income (loss) before reclassifications	1		( 99 )		( 1 )		873		774
Amounts reclassified from accumulated other comprehensive income	3		88		1		—		92
Net current period other comprehensive income (loss)	4		( 11 )		—		873		866
Balance as of September 30, 2025	$	3	$	3	$	( 1 )	$	( 1,066 )	$	( 1,061 )

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


($ in millions)	Fair value hedges		Gains and loss on cash flow hedges		Unrealized gains and losses on available- for- sale debt securities		Foreign currency translation, net of net investment hedges		Total
Balance as of June 30, 2024	$	—	$	5	$	( 1 )	$	( 1,678 )	$	( 1,674 )
Other comprehensive (loss) income before reclassifications	( 1 )		( 124 )		—		605		480
Amounts reclassified from accumulated other comprehensive income	—		119		—		—		119
Net current period other comprehensive (loss) income	( 1 )		( 5 )		—		605		599
Balance as of September 30, 2024	$	( 1 )	$	—	$	( 1 )	$	( 1,073 )	$	( 1,075 )


($ in millions)	Fair value hedges		Gains and loss on cash flow hedges		Unrealized gains and losses on available- for- sale debt securities		Foreign currency translation, net of net investment hedges		Total
Balance as of December 31, 2023	$	—	$	( 6 )	$	( 1 )	$	( 1,476 )	$	( 1,483 )
Other comprehensive (loss) income before reclassifications	( 1 )		( 111 )		—		403		291
Amounts reclassified from accumulated other comprehensive income	—		117		—		—		117
Net current period other comprehensive (loss) income	( 1 )		6		—		403		408
Balance as of September 30, 2024	$	( 1 )	$	—	$	( 1 )	$	( 1,073 )	$	( 1,075 )

9. PREPAID EXPENSES AND OTHER CURRENT ASSETS

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


($ in millions)	As of September 30, 2025		As of December 31, 2024
Prepayments and accrued income	$	343	$	267
Derivative financial assets	70		41
Income taxes receivable	240		119
Value-added tax and goods and services tax	56		54
Other receivables	155		126
Total prepaid expenses and other current assets	$	864	$	607

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FLUTTER ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

10. OTHER CURRENT LIABILITIES

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


($ in millions)	As of September 30, 2025		As of December 31, 2024
Accrued expenses	$	1,045	$	980
Betting duty, excise tax, data rights, and racefield fees	604		430
Employee benefits and social security	417		455
Liability-classified share-based awards	18		31
Sports betting open positions	125		120
Derivative financial liabilities	106		10
Income taxes payable	9		29
Loss contingencies	77		78
Value-added tax and goods and services tax	41		61

Contingent and deferred consideration	6		18
Total other current liabilities	$	2,448	$	2,212

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

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


			As of September 30, 2025
($ in millions)
Contract liability, beginning of the period			120
Contract liability, end of the period 1			126

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

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

11. GOODWILL

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

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

As of September 30, 2025, the provisional goodwill from the Snai acquisition was $ 1,505 million, and the provisional goodwill from NSX acquisition was $ 414 million.

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FLUTTER ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

During the third quarter of 2025, the Group recognized a goodwill impairment of $ 517 million attributable to the Junglee reporting unit. 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. Given there were no other viable commercial operations in the Junglee reporting unit at this time, the goodwill balance related to the Junglee reporting unit was fully impaired.

12. BUSINESS COMBINATIONS

Acquisition of Snai

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

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


($ in millions)	As of April 30, 2025
Cash and cash equivalents	$	232
Player deposits – cash and cash equivalents	24
Cash and cash equivalents – restricted	19
Accounts receivable, net	80
Prepaid expenses and other current assets	55

Property and equipment, net	120
Operating lease right-of-use assets	36
Intangible assets, net	1,437
Other non-current assets	6

Total identifiable assets acquired	2,009
Liabilities assumed :
Accounts payable	53
Player deposit liability	24
Other current liabilities	298


Operating lease liabilities	36
Other non-current liabilities	70
Deferred tax liabilities	400
Total liabilities assumed:	881
Net assets acquired (a)	1,128

Purchase consideration (b) (satisfied by cash)	2,633
Goodwill (b) – (a)	$	1,505

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

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

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FLUTTER ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

Acquisition-related costs of $ 18 million were included in general and administrative expenses in the Group’s Condensed Consolidated Statements of Comprehensive Income (Loss) for the nine months ended September 30, 2025. The acquisition-related costs incurred during the three months ended September 30, 2025 and the three and nine months ended September 30, 2024 were not material.

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

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

During the third quarter of 2025, based on the additional information obtained, the Group recorded a measurement period adjustment to reclassify asset held for sale of $ 22 million to property and equipment and to reclassify a liability held for sale of $ 1 million to other non-current liabilities. The depreciation expenses that would have been recognized in previous periods if the adjustment to provisional amounts were recognized as of the acquisition date were not material to the Group’s Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2025.

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

Since the date of acquisition to September 30, 2025, Snai contributed revenue of $ 507 million and $ 13 million of net income to the results of the Group.

Unaudited pro forma information

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

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FLUTTER ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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


	Three months ended September 30,			Nine months ended September 30,
($ in millions)		2024		2025		2024
Revenue		$	3,530	$	12,075	$	11,155
Net loss		$	( 149 )	$	( 429 )	$	( 129 )

Pro forma net income reflects the following adjustments:

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

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

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

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

Acquisition of NSX

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

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

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

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

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FLUTTER ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

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

13. LONG-TERM DEBT

The Group’s debt comprised of the following:


	As of September 30, 2025				As of December 31, 2024
	Principal outstanding balance in currency of debt (in millions)		Outstanding Balance ($ in millions)		Principal outstanding balance in currency of debt (in millions)		Outstanding Balance ($ in millions)



TLA/TLB/RCF Agreement
GBP First Lien Term Loan A due 2028	£	1,034	$	1,390	£	1,034	$	1,295
EUR First Lien Term Loan A due 2028	€	380	446		€	380	395
USD First Lien Term Loan A due 2028	$	166	166		$	166	166
USD First Lien Term Loan B due 2030	$	3,846	3,847		€	3,875	3,876
GBP Revolving Credit Facility due 2028	£	245	329		£	—	—
USD First Lien Term Loan B due 2032	$	1,247	1,247
Senior Secured Notes
EUR Senior Secured Notes due 2029	€	500	602		500		524
USD Senior Secured Notes due 2029	$	525	540		525		532
EUR Senior Secured Notes due 2031	€	850	1,010		—		—
USD Senior Secured Notes due 2031 *	$	1,625	1,660		—		—
GBP Senior Secured Notes due 2031	£	700	960		—		—
Total debt principal including accrued interest			12,197				6,788
Less: unamortized debt issuance costs			( 98 )				( 52 )
Total debt			12,099				6,736
Less: current portion of long-term debt			( 146 )				( 53 )
Total long-term debt			$	11,953			$	6,683

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

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FLUTTER ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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


($ in millions)
2025	$	13
2026	52
2027	52
2028	2,383
2029	1,164
Thereafter	8,437
Total	$	12,101

During the nine months ended September 30, 2025, the Group has drawn £ 560 million ($ 750 million) (September 30, 2024: $ 126 million) and repaid £ 315 million ($ 427 million) (September 30, 2024: $ 851 million) under the GBP revolving credit facility. The Group had an undrawn revolving credit commitment of $ 1.14 billion (£ 0.85 billion) as of September 30, 2025 (December 31, 2024: $ 1.32 billion (£ 1.05 billion)), of which $ 13 million (£ 10 million) (December 31, 2024: $ 13 million (£ 10 million)) was reserved for issuing guarantees.

During the nine months ended September 30, 2025, the Group issued senior secured notes through its wholly owned subsidiary, Flutter Treasury DAC (the “Issuer”) as follows (collectively, the “2031 Notes”):

• $ 1,625 million USD-denominated 5.875 % senior secured notes (“USD Notes”),

• € 850 million EUR-denominated 4.000 % senior secured notes (“EUR Notes”), and

• £ 700 million GBP-denominated 6.125 % senior secured notes (“GBP Notes”).

The 2031 Notes bear interest payable semi-annually in arrears.

Prior to April 15, 2027, the Group is entitled, at its option, to redeem all or a portion of the 2031 Notes at a redemption price equal to 100 % of the principal amount of 2031 Notes being redeemed, plus accrued and unpaid interest and additional amounts, if any, to but excluding the date of the redemption, plus a make-whole premium. In addition, prior to April 15, 2027, the Group is entitled to redeem up to 40 % of the aggregate principal amount of each series of 2031 Notes using the net cash proceeds from certain equity offerings at a price equal to 105.875 % of the principal amount of the USD Notes, 104 % of the principal amount of the EUR Notes and 106.125 % of the principal amount of the GBP Notes being redeemed, plus accrued and unpaid interest and additional amounts, if any, to but excluding the date of the redemption, subject to certain conditions set forth in the Indenture that governs the 2031 Notes. Furthermore, at any time prior to April 15, 2027, the Group is entitled, during each twelve month period commencing April 15, 2027, to redeem up to 10 % of the aggregate principal amount of each series of 2031 Notes at a redemption price equal to 103 % of the principal amount redeemed, plus accrued and unpaid interest and additional amounts, if any, to but excluding, the date of redemption. On or after April 15, 2027, the Group may redeem some or all of the 2031 Notes at redemption prices as set forth in the Indenture that governs the 2031 Notes.

The Group also entered into the Third Incremental Assumption Agreement and the Fourth Incremental Assumption Agreement (together “the Incremental Assumption Agreements”), amending its existing Credit Agreement dated November 24, 2023. These amendments provided for an additional $ 1,250 million of Term Loan B borrowings, and increased the aggregate principal amount available under the revolving credit facility under the Credit Agreement by £ 50 million. The Term Loan B borrowings provided by the Incremental Assumption Agreements:

• mature on June 4, 2032;

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

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

The 2031 Notes are senior secured obligations of the Issuer and are guaranteed on a senior secured basis by the Group and certain of its subsidiaries (collectively, the “Guarantors”), who are also obligors under the Group’s senior secured credit facilities.

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FLUTTER ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Group incurred total issuance costs of $ 55 million in connection with the 2031 Notes and the Incremental Assumption Agreements. These costs were recorded as a direct deduction from the carrying amount of the related debt and are amortized over the respective terms using the effective interest method.

In connection with the repayment of the Bridge Credit Agreement dated April 29, 2025 and the Bridge Credit Agreement dated July 10, 2025, the Group recognized a loss on extinguishment of debt of $ 9 million and $ 23 million for the three and nine months ended September 30, 2025, which consisted of unamortized debt issuance costs.

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

14. DERIVATIVES

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

Cash flow hedges

Interest rate and foreign currency risk arising from a portion of the Group’s floating interest rate USD First Lien Term Loan B maturing in 2030 and 2032, along with foreign currency risk arising from the Group’s fixed rate USD Senior Secured Notes maturing in 2029 are managed using interest rate swaps and cross-currency interest rate swaps, which are designated as cash flow hedges with the objective of reducing the volatility of interest expense and foreign currency gains and losses in the case of the USD First Lien Term Loan B and foreign currency risk in case of fixed rate USD Senior Secured Notes.

Cross-currency interest rate swaps

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

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

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

Interest rate swaps

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

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

As of September 30, 2025

As of December 31, 2024

Hedged Item

Notional ($ in millions)

Expiration date

Notional ($ in millions)

Expiration date

Cross-currency interest rate swaps

USD Term Loan B

—

689

June 30, 2025

Cross-currency interest rate swaps

USD Senior Secured Notes

525

April 15, 2026

525

April 15, 2026

Interest rate swaps

USD Term Loan B

1,451

December 31, 2025 to September 30, 2026

1,949

June 30, 2025 to September 30, 2026

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

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FLUTTER ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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


	Amount of (loss) gain recognized in OCI		Location of loss (gain) recognized from AOCI into income (loss)	Amount of loss (gain) reclassified from AOCI into net income (loss)
	Three Months Ended September 30,
($ in millions)	2025	2024		2025	2024
Cross-currency interest rate swaps	11	( 118 )	Interest expense, net	0	0
			Other income (expense), net*	( 10 )	116
Interest rate swaps	1	( 6 )	Interest expense, net	( 3 )	3
Total	12	( 124 )		( 13 )	119


	Amount of (loss) gain recognized in OCI		Location of loss (gain) recognized from AOCI into income (loss)	Amount of loss (gain) reclassified from AOCI into net income (loss)
	Nine Months Ended September 30,
($ in millions)	2025	2024		2025	2024
Cross-currency interest rate swaps	( 97 )	( 109 )	Interest expense, net	3	2
			Other income (expense), net*	94	108
Interest rate swaps	( 2 )	( 2 )	Interest expense, net	( 9 )	7
Total	( 99 )	( 111 )		88	117

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

The Group expects to reclassify a gain of $ 3 million from accumulated other comprehensive income (loss) into earnings within the next 12 months.

Fair value hedge

Cross-currency interest rate swaps

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

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

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FLUTTER ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

As of September 30, 2025

As of December 31, 2024

Hedged Item

Notional ($ in millions)

Expiration date

Notional ($ in millions)

Expiration date

Cross-currency interest rate swaps

USD Term Loan B

2,474

December 31, 2025 to June 30, 2027

1,425

June 30, 2025

Cross-currency interest rate swaps

USD Senior Secured Notes

1,625

December 31, 2025 to June 04, 2027

—

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



	Amount of (loss) gain recognized in OCI		Location of loss (gain) recognized from AOCI into income (loss)		Amount of loss (gain) reclassified from AOCI into net income (loss)
	Excluded Component			Excluded Component

	Three Months Ended September 30,
	2025	2024			2025	2024
Cross-currency interest rate swaps	5	( 1 )	Other income (expense), net*		—	—
Total	5	( 1 )			—	—


	Amount of (loss) gain recognized in OCI		Location of loss (gain) recognized from AOCI into income (loss)		Amount of loss (gain) reclassified from AOCI into net income (loss)
	Excluded Component			Excluded Component

	Nine Months Ended September 30,
	2025	2024			2025	2024
Cross-currency interest rate swaps	1	( 1 )	Other income (expense), net*		3	—
Total	1	( 1 )			3	—

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

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FLUTTER ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Group recorded a foreign currency gain of $ 43 million and a foreign currency loss of $ 107 million in earnings for the three and nine months ended September 30, 2025, respectively, (three and nine months ended September 30, 2024: nil ) which offset the foreign currency gain from the USD First Lien Term Loan B and USD Senior Secured Notes.

Interest rate swaps

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

As of September 30, 2025

As of December 31, 2024

Hedged Item

Notional ($ in millions)

Expiration date

Notional ($ in millions)

Expiration date

Interest rate swaps

USD Senior Secured Notes

813

December 31, 2025 to June 04, 2027

—

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

As of September 30, 2025

As of December 31, 2024

Carrying amount

Cumulative basis adjustment included in the carrying amount

Carrying amount

Cumulative basis adjustment included in the carrying amount

Long-term debt

1,010

—

Net investment hedge

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

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

As of September 30, 2025

As of December 31, 2024

Notional ($ in millions)

Expiration date

Notional ($ in millions)

Expiration date

Euro denominated debt

2,031

July 31, 2028 to June 04, 2031

919

July 31, 2028 to April 29, 2029

USD denominated debt

200

November 30, 2030

—

Cross-currency interest rate swaps

2,734

September 30, 2026 to June 30, 2027

830

June 30, 2025 to September 30, 2026

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FLUTTER ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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


	Gains (losses) recognized in OCI
	Three Months Ended September 30,
	2025	2024
Euro denominated debt	( 32 )	17
USD denominated debt	( 4 )	—
Cross-currency interest rate swaps	( 30 )	10
Total	( 66 )	27


	Gains (losses) recognized in OCI
	Nine Months Ended September 30,
	2025	2024
Euro denominated debt	( 52 )	37
USD denominated debt	8	—
Cross-currency interest rate swaps	( 66 )	19
Total	( 110 )	56

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

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FLUTTER ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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


($ in millions)	Derivative Assets						Derivative Liabilities
	As of September 30, 2025			As of December 31, 2024			As of September 30, 2025			As of December 31, 2024
	Balance sheet location	Fair value		Balance sheet location	Fair value		Balance sheet location	Fair value		Balance sheet location	Fair value
Derivatives designated as cash flow hedges:
Cross-currency interest rate swaps	Prepaid expenses and other current assets	$	15	Prepaid expenses and other current assets	$	7	Other current liabilities	$	( 41 )	Other current liabilities	$	( 9 )
Cross-currency interest rate swaps	Other non-current assets	—		Other non-current assets	5		Other non-current liabilities	—		Other non-current liabilities	—
Interest rate swaps	Prepaid expenses and other current assets	2		Prepaid expenses and other current assets	9		Other current liabilities	—		Other current liabilities	—
Interest rate swaps	Other non-current assets	—		Other non-current assets	5		Other non-current liabilities	—		Other non-current liabilities	—
Total derivatives designated as cash flow hedges		$	17		$	26		$	( 41 )		$	( 9 )

Derivatives designated as fair value hedges:
Cross-currency interest rate swaps	Prepaid expenses and other current assets	$	13	Prepaid expenses and other current assets	$	2	Other current liabilities	$	( 30 )	Other current liabilities	$	—
Cross-currency interest rate swaps	Other non-current assets	25		Other non-current assets	82		Other non-current liabilities	—		Other non-current liabilities	—
Interest rate swaps	Other non-current assets	15		Other non-current assets	—		Other current liabilities	( 12 )		Other current liabilities	—
Interest rate swaps	Prepaid expenses and other current assets	12		Prepaid expenses and other current assets	—		Other non-current liabilities	—		Other non-current liabilities	—
Total derivatives not designated as hedging instruments		$	65		$	84		$	( 42 )		$	—

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FLUTTER ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


Derivatives designated as net investment hedges:
Cross-currency interest rate swaps	Prepaid expenses and other current assets	$	28	Prepaid expenses and other current assets	$	23	Other current liabilities	$	( 21 )	Other non-current liabilities	$	—
Cross-currency interest rate swaps	Other non-current assets	$	—	Other non-current assets	$	—	Other non-current liabilities	$	( 85 )	Other non-current liabilities	$	( 5 )
Total derivatives designated as hedging instruments		$	28		$	23		$	( 106 )		$	( 5 )

Derivatives not designated as hedging instruments:

Foreign currency forward contracts	Prepaid expenses and other current assets	—		Prepaid expenses and other current assets	—		Other current liabilities	( 2 )		Other current liabilities	( 1 )
Total derivatives not designated as hedging instruments		$	—		$	—		$	( 2 )		$	( 1 )
Total derivatives		$	110		$	133		$	( 191 )		$	( 15 )

15. SHARE-BASED COMPENSATION

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

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

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

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

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

During the three and nine months ended September 30, 2025, the Group granted:

• 21,472 awards (nine months ended September 30, 2025 : 946,094 ) under the 2024 Incentive Plan. Of the awards granted, 2,917 awards ( nine months ended September 30, 2025: 267,499 ) have a market condition based on the Total Shareholder Return (TSR) relative to the TSR performance of the S&P 500 equity index. The Group engaged a third-party valuation specialist to provide a fair value for the awards using a Monte Carlo simulation model. The key inputs in the model were the expected weighted-average volatility of 38.86 % and the weighted-average share price of the Group at the date of grant of the award of $ 230.84 . The weighted-average fair value of the awards on the grant date was $ 297.59 . The remaining 18,555 ( nine months ended September 30, 2025: 678,595 ) options had a weighted average grant date fair value of $ 258.51 based on the quoted trading price of the Group’s share on the grant date.

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

During the three and nine months ended September 30, 2024, the Group granted:

• Another 30,697 share options, during the three months ended September 30, 2024, were granted under the 2023 Long Term Incentive Plan. The Group engaged a third-party valuation specialist to provide a fair value for the awards using a Monte Carlo simulation model. The key inputs in the model were the expected weighted-average volatility of 37.37 % and the weighted-average share price of the Group on the date of grant of the award of $ 214.76 . The weighted-average fair value of the awards on the grant date was $ 102.62 .

• 52,902 options, during the nine months ended September 30, 2024, under the Flutter Entertainment plc 2015 Deferred Share Incentive Plan at the weighted average grant date fair value of $ 207.70 and 7,466 options under the Flutter Entertainment plc 2022 Supplementary Restricted Share Plan at the weighted average grant date fair value of $ 200.14 . The fair value of the options granted was based on the quoted trading price of the Group’s share on the grant date.

• A further 792,246 options, during the nine months ended September 30, 2024, under the Flutter Entertainment plc 2016 Restricted Share Plan. Of the options awarded under the Flutter Entertainment plc 2016 Restricted Share Plan, 197,519 options have a market condition based on the Total Shareholder Return (TSR) relative to the TSR performance of the S&P 500 equity index. The market condition was directly factored into the fair value based measure of the award on the grant date. The Group engaged a third-party valuation specialist to provide a fair value for the awards using a Monte Carlo simulation model. The key inputs in the model were the expected weighted-average volatility of 35.58 % and the weighted-average share price of the Group on the date of grant of the award of $ 196.70 . The weighted-average fair value of the awards on the grant date was $ 73.98 . The remaining 594,727 options had a weighted-average grant date fair value of $ 194.08 based on the quoted trading price of the Group’s share on the grant date.

• A further 45,733 share options, during the nine months ended September 30, 2024, with a nominal exercise price under the 2023 Long Term Incentive Plan. The Group engaged a third-party valuation specialist to provide a fair value for the awards using a Monte Carlo simulation model. The key inputs in the model were the expected weighted-average volatility of 39.94 % and the share price of the Group on the date of the grant of the award of $ 180.70 . The weighted-average fair value of the awards on the grant date was $ 62.14 .

As of September 30, 2025 , 3,841,743 ( September 30, 2024 : 3,901,066 ) restr icted awards and options were outstanding across all employee share schemes.

During the nine months ended September 30, 2025, liability-classified awards settled amounting to $ 29 million wer e settled by the issue of ordinary shares of equivalent value.

Total compensation cost arising from employee share schemes for the three and nine months ended September 30, 2025 and September 30, 2024 wa s $ 71 million and $ 200 million, and $ 53 million and $ 153 million, respectively, in the unaudited condensed consolidated statements of comprehensive income (loss).

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

16. FAIR VALUE MEASUREMENTS

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

The carrying amount of long-term debt outstanding under the Credit Agreement approximate their fair values, as interest rates on these borrowings approximate current market rates. The fair value of the USD Senior Secured Notes, Euro Senior Secured Notes, and GBP Senior Secured Notes was $ 2,198 million, $ 1,608 million and $ 949 million respectively, as of September 30, 2025 (December 31, 2024: $ 533 million, $ 540 million and nil , respectively). The fair values are based on quoted market prices.

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


	As of September 30, 2025
($ in millions)	Level 1		Level 2		Level 3		Total
Financial assets measured at fair value:
Available for sale – Player deposits – Investments	$	20	$	6	$	—	$	26
Equity securities - Investments	—		—		7		7
Derivative financial assets	—		110		—		110
Total	20		116		7		143
Financial liabilities measured at fair value:
Derivative financial liabilities	—		191		—		191
Fox Option liability	—		—		610		610

Total	—		191		610		801
Redeemable non-controlling interests at fair value	$	—	$	—	$	394	$	394


	As of December 31, 2024
($ in millions)	Level 1		Level 2		Level 3		Total
Financial assets measured at fair value:
Available for sale – Player deposits – Investments	$	128	$	2	$	—	$	130
Equity securities	—		—		6		6
Derivative financial assets	—		133		—		133
Total	128		135		6		269
Financial liabilities measured at fair value:
Derivative financial liabilities	—		15		—		15
Fox Option Liability	—		—		810		810
Contingent consideration	—		—		18		18
Total	—		15		828		843
Redeemable non-controlling interests at fair value	$	—	$	—	$	1,567	$	1,567

Valuation of Level 2 financial instruments

Available for sale – Player deposits – investments

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

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Derivative financial assets and liabilities – Swap agreements

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

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

Valuation of Level 3 financial instruments

Equity securities

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

Non-derivative financial instruments

Fox Option liability

On October 2, 2019, the Group entered into an arrangement with Fox Corporation (“Fox”), pursuant to which FSG Services LLC, a wholly-owned subsidiary of Fox, has an option (the Fox Option) to acquire an 18.6 % equity interest of the then outstanding investor units (the “Fastball Units”) in FanDuel Group Parent LLC (“FanDuel”). In April 2021, Fox filed an arbitration claim against the Group with respect to its option to acquire an 18.6 % equity interest in FanDuel seeking the same price that the Group paid for the acquisition of the Fastball Units ( 37.2 % of FanDuel) from Fastball Holdings LLC in December 2020. On November 7, 2022, the arbitration tribunal determined the option price as of December 2020 to be $ 3.7 billion plus an annual escalator of 5 %. Fox has a ten-year period from December 2020 within which to exercise the Fox Option, should it wish to do so, and should Fox not exercise within this timeframe, the Fox Option shall lapse. Cash payment is required at the time of exercise and the Fox Option can only be exercised in full. Exercise of the Fox Option requires Fox to be licensed.

The fair value of the Fox Option liability amounts to $ 610 million as of September 30, 2025 and $ 810 million as of December 31, 2024 which was determined using an option pricing model. As of September 30, 2025 and December 31, 2024, the option exercise price was $ 4.7 billion and $ 4.5 billion, respectively. The significant unobservable inputs were the enterprise value of FanDuel, the discount for lack of marketability (“DLOM”), the discount for lack of control (“DLOC”), implied volatility and probability of Fox getting licensed.

The enterprise value of FanDuel was determined using an equal weight to the value indications of the discounted cash flow analysis and the guideline public company analysis. The discount rate used in the discounted cash flow analysis was 18.0 % and 20 % as of each of September 30, 2025 and December 31, 2024, respectively.

Additionally, management applied a combined 32.5 % discount for lack of marketability and lack of control as of each of September 30, 2025, and December 31, 2024. A range of DLOMs obtained using various securities-based approaches was 11.7 % to 18.6 %. DLOC was estimated at 20.0 % and 18.4 % using implied discounts in previous observable transactions involving FanDuel’s equity ownership and data based on Mergerstat studies as of each of September 30, 2025 and December 31, 2024.

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

The volatility was 33.0 % and 35.0 % as of each of September 30, 2025 and December 31, 2024, which was within the range of selected comparable companies. In developing the fair value measurement, the probability of a market participant submitting to and obtaining a license was estimated at 75.0 % as of each of September 30, 2025 and December 31, 2024.

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

Redeemable non-controlling interests at fair value

During the three months ended September 30, 2025, the Group settled the redeemable non-controlling interest by acquiring Boyd’s 5 % stake in FanDuel for $ 1,553 million, resulting in the Group obtaining 100 % ownership of FanDuel (subject to the Fox Option).

The terms of symmetrical call and put options agreed between the Group and NSX shareholders require exercise price to be calculated at fair market value without giving effect to DLOM and DLOC. The enterprise value of the Brazil reporting unit was determined using an equal weight to the value indications of the discounted cash flow analysis and the guideline public company analysis. For discounted cash flow the Group based discount rates on the Weighted Average Cost of Capital (“WACC”). The WACC combines the required return on equity based on a Capital Asset Pricing Model, which considers the risk-free interest rate based on yield of the 10-year Brazilian Government Bond, market risk premium, and small company premium with the cost of debt of 9.9 %, based on BBB credit spread plus the Brazilian risk free rate, adjusted using income tax factor. The beta and ratio of weighted cost of capital was determined based on guideline public company analysis. The median of beta and ratio of equity to debt was 1.03 and 75:25, respectivley. The arithmetic average of beta and ratio of equity to debt was 1.07 and 71:29, respectively. The calculation resulted in a WACC of 16.5 %. The Exit revenue multiple used in determining the terminal value is based on guideline public companies and the profitability of the Brazil reporting unit was 1.8x. For market approach the equity value was arrived at by multiplying revenue by a revenue multiple of 1.8x based on the median of the Guideline Public company multiples and a control premium of 10 % based on the lowest end of the Guideline Public Company Control Premium.

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

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Contingent consideration

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

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

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

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


($ in millions)	Contingent consideration		Equity securities		Fox option liability		Total		Redeemable non- controlling interest at fair value
Balance as of June 30, 2025	$	—	$	7	$	( 750 )	$	( 743 )	$	( 2,016 )
Total gains or losses for the period:
Included in earnings	—		—		126		126		—
Included in other comprehensive income (loss)	—		—		14		14		—
Attribution of net income and other comprehensive income:
Net loss attributable to redeemable non-controlling interest	—		—		—		—		31
Other comprehensive gain attributable to redeemable non-controlling interest	—		—		—		—		( 21 )
Acquisitions and settlements:
Acquisition of redeemable non-controlling interest	—		—		—		—		—
Settlements	—		—		—		—		1,553
Adjustment of redeemable non-controlling interest at redemption at fair value	—		—		—		—		59
Balance as of September 30, 2025	—		7		( 610 )		( 603 )		( 394 )
Change in unrealized gains or losses for the period included in earnings	—		—		126		126		—
Change in unrealized gains or losses for the period included in other comprehensive income (loss)	$	—	$	—	$	14	$	14	$	—

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


($ in millions)	Contingent consideration		Equity securities		Fox option liability		Total		Redeemable non- controlling interest at fair value
Balance as of December 31, 2024	$	( 18 )	$	6	$	( 810 )	$	( 822 )	$	( 1,567 )
Total gains or losses for the period:
Included in earnings	—		—		250		250		—
Included in other comprehensive income (loss)	2		1		( 50 )		( 47 )		—
Attribution of net income and other comprehensive income:
Net loss attributable to redeemable non-controlling interest	—		—		—		—		26
Other comprehensive gain attributable to redeemable non-controlling interest	—		—		—		—		( 31 )
Acquisitions and settlements:
Acquisition of redeemable non-controlling interest	—		—		—		—		( 256 )
Settlements	16		—		—		16		1,553
Adjustment of redeemable non-controlling interest at redemption at fair value	—		—		—		—		( 119 )
Balance as of September 30, 2025	—		7		( 610 )		( 603 )		( 394 )
Change in unrealized gains or losses for the period included in earnings	—		—		250		250		—
Change in unrealized gains or losses for the period included in other comprehensive income (loss)	$	2	$	1	$	( 50 )	$	( 47 )	$	—


($ in millions)	Contingent consideration		Equity securities		Fox option liability		Total		Redeemable non- controlling interest at fair value
Balance as of June 30, 2024	$	( 16 )	$	7	$	( 490 )	$	( 499 )	$	( 1,248 )
Total gains or losses for the period:
Included in earnings	—		—		( 121 )		( 121 )		—
Included in other comprehensive income	( 3 )		—		( 29 )		( 32 )		—
Attribution of net loss and other comprehensive income:
Net loss attributable to redeemable non-controlling interest	—		—		—		—		1
Other comprehensive gain attributable to redeemable non-controlling interest	—		—		—		—		—
Acquisitions and settlements:
Adjustment of redeemable non-controlling interest at redemption at fair value	—		—		—		—		( 187 )
Balance as of September 30, 2024	( 19 )		7		( 640 )		( 652 )		( 1,434 )
Change in unrealized gains or losses for the period included in earnings	—		—		( 121 )		( 121 )		—
Change in unrealized gains or losses for the period included in other comprehensive income (loss)	$	( 3 )	$	—	$	( 29 )	$	( 32 )	$	—

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


($ in millions)	Contingent consideration		Equity securities		Fox option liability		Total		Redeemable non- controlling interest at fair value
Balance as of December 31, 2023	$	( 20 )	$	9	$	( 400 )	$	( 411 )	$	( 1,100 )
Total gains or losses for the period:	—		—		—				—
Included in earnings	3		( 2 )		( 214 )		( 213 )		—
Included in other comprehensive income	( 2 )		—		( 26 )		( 28 )		—
Attribution of net loss and other comprehensive income:	—		—		—				—
Net income attributable to redeemable non-controlling interest	—		—		—		—		( 5 )
Other comprehensive loss attributable to redeemable non-controlling interest	—		—		—		—		11
Acquisitions and settlements:	—		—		—				—
Adjustment of redeemable non-controlling interest at redemption at fair value	—		—		—		—		( 340 )
Balance as of September 30, 2024	( 19 )		7		( 640 )		( 652 )		( 1,434 )
Change in unrealized gains or losses for the period included in earnings	3		( 2 )		( 214 )		( 213 )		—
Change in unrealized gains or losses for the period included in other comprehensive income (loss)	$	( 2 )	$	—	$	( 26 )	$	( 28 )	$	—

17. COMMITMENTS AND CONTINGENCIES

Guarantees

The Group has uncommitted working capital overdraft facilities as of September 30, 2025 of $ 22 million (December 31, 2024: $ 20 million) with Allied Irish Banks p.l.c. These facilities are secured by a Letter of Guarantee from Flutter Entertainment plc.

The Group has bank guarantees: (i) in favor of certain gaming regulatory authorities to guarantee the payment of player funds, player prizes, and certain taxes and fees due by a number of Group companies; and (ii) in respect of certain third-party rental and other property commitments, merchant facilities and third-party letter of credit facilities. The bank guarantees have various expected terms up to December 31, 2036; 25 of the bank guarantees are indefinite lived. The maximum amount of the guarantees as of September 30, 2025 was $ 662 million (December 31, 2024: $ 304 million). No claims had been made against the guarantees as of September 30, 2025 (December 31, 2024: $ Nil ). The guarantees are secured by counter indemnities from Flutter Entertainment plc and certain of its subsidiary companies. The value of cash deposits over which the guaranteeing banks hold security was $ 50 million as of September 30, 2025 (December 31, 2024: $ 62 million).

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Other purchase obligations

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


($ in millions)	Year Ending December 31,
From September 30, 2025 to December 31, 2025	$	686
2026	2,100
2027	1,872
2028	861
2029	382
Thereafter	598
	$	6,499

Legal Contingencies

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

Austrian and German player claims

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

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

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

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

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Cybersecurity Incident

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

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

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

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

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

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

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

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

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

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

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

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

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

18. SUBSEQUENT EVENTS

The Group evaluated subsequent events through the date of issuance of the unaudited condensed consolidated financial statements. There were no events requiring disclosure.

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Item 2. 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 unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. 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 Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 4, 2025 (the “2024 Annual Report”).

Our Business

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 .

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

Our financial growth engine is built on sustainable revenue growth, margin benefits, significant cashflow generation and disciplined capital allocation.

Our Products and Geographies

Our principal products include sportsbook, iGaming and other products, such as exchange betting, pari-mutuel wagering and daily fantasy sports (“DFS”). In each market that we operate in, we typically offer sports betting, iGaming, or both, depending on the regulatory conditions of that market.

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

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

Non-GAAP Measures

We report our financial results in this quarterly report in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP” or “GAAP”); however, management believes that certain non-GAAP financial measures provide investors with useful information to supplement our financial operating performance in accordance with U.S. GAAP. We believe Adjusted EBITDA and Adjusted EBITDA Margin, both on a Group-wide 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.

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.

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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 U.S. GAAP.

To evaluate our business properly and prudently, we encourage you to review the unaudited condensed consolidated financial statements included elsewhere in this Quarterly 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 U.S. GAAP measures and our non-GAAP measures set forth in “—Supplemental Disclosure of Non-GAAP Measures.”

Key Operational Metrics

Average Monthly Players (“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. We present AMPs for each of our product categories, for our segments 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 segment and Group levels while also counting this player as one AMP for each separate product category that the player is using.

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 therefore count this player multiple times. In addition to the duplication that arises when the same individual player is using multiple brands, 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. For a further description of the duplication that can arise in the way we count AMPs, see Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2024 Annual Report. We do not believe that the existence of player duplication 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.

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.

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Acquisitions

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

On May 14, 2025, we completed the acquisition of a 56% interest in NSX Group (“NSX”), a leading Brazilian operator of the Betnacional brand for a total consideration of BRL 3,819 million ($678 million) comprising of a provisional cash consideration of approximately BRL 1,981 million ($352 million) and non-cash consideration of BRL 1,910 million ($326 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. NSX is included in the International segment from the date of acquisition.

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.

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

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

Business Environment

The performance of our reportable segments can be materially affected by the following industrial trends and regulatory changes in the global online sports betting and iGaming market.

U.S.

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

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

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

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

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

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

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

International

Our International segment operates in around 100 different countries in both locally regulated and locally unregulated markets with select markets discussed below.

UK and Ireland

While more mature and developed than many other European markets, the United Kingdom and Ireland online gaming and betting markets have continued to exhibit growth despite the introduction of safer gambling initiatives by operators in those markets and regulatory changes in Great Britain.

In October 2024, the Irish government enacted the Irish Gambling Act, which introduced 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. While the legislation has been enacted, it is yet to be formally commenced. 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 2026.

In addition, 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. The UK Gambling Commission recently published the outcome of its socially responsible incentives consultation, which limits wagering restrictions to ten times and prohibits mixed product promotions from January 2026.

Italy

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

Australia

The Australian betting and gaming market is a highly regulated market including for online betting. The market continues to experience a softer racing market, which is expected to continue in the near term, while the sports segment of the market has shown continued growth.

The regulatory environment in Australia has also evolved significantly in recent years, especially after the introduction of point of consumption tax in 2019. Queensland, New South Wales, the Australian Capital Territory and Victoria have since increased point of consumption tax rates. The higher tax environment underlines the importance of scale in the Australian market and favors large operators.

Brazil

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

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 Games Inc (“Junglee”, “Junglee Games”) ceased offering all real-money games in India.

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

Other

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

Operating Results

Operational and Financial Metrics for the Group

Three months ended September 30, 2025 compared to three months ended September 30, 2024:

The following table presents our AMPs for the Group, by total Group and by product category for the interim periods indicated:


	Three months ended September 30,
AMPs (Amounts in thousands)	2025	2024
Total Group AMPs 1	14,133	12,920
Group AMPs by Product Category 1
Sportsbook	8,073	7,752
iGaming	7,908	6,620
Other	762	883

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 reflect a level of duplication that arises from individuals who use multiple brands or product offerings. 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.

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The following table presents a summary of our financial results for the periods indicated and is derived from our condensed consolidated financial statements for the interim periods indicated:


	Three months ended September 30,
(Amounts in $ millions, except percentages)	2025			2024
Revenue	$	3,794		$	3,248
Cost of Sales	(2,168)			(1,752)
Gross profit	$	1,626		$	1,496
Technology, research and development expenses	(275)			(213)
Sales and marketing expenses	(966)			(748)
General and administrative expenses	(702)			(438)
Goodwill impairment	(517)			—
Operating (loss) profit	$	(834)		$	97
Other income (expense), net	152			(122)
Interest expense, net	(152)			(105)
Loss before income taxes	$	(834)		$	(130)
Income tax benefit	45			16
Net loss	$	(789)		$	(114)
Net loss margin 1	(20.8)		%	(3.5)		%
Adjusted EBITDA 2	$	478		$	450
Adjusted EBITDA margin 2	12.6		%	13.9		%

1. Net loss margin is net 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 U.S. GAAP.

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

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

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

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

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

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

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

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

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

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

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

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

Operational and Financial Metrics by Segment

U.S.

The following table presents a summary of our operational metrics for the U.S. segment for the interim periods indicated.


	Three months ended September 30,
AMPs (Amounts in thousands)	2025			2024
Total U.S. AMPs 1	3,476			3,211
U.S. AMPs by Product Category 1
Sportsbook	2,729			2,599
iGaming	935			717
Other	374			411
Stakes ( amounts in $ millions )	$	10,653		$	10,037
Sportsbook net revenue margin	7.4		%	8.2		%

1. Total U.S. AMPs is not a sum total of the AMPs for each product category because 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 U.S. segment 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 U.S. segment level. AMPs presented above reflect a level of duplication that arises from individuals who use multiple brands or product offerings. 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.

The following table presents our revenue, Adjusted EBITDA and Adjusted EBITDA margin for the U.S. segment for the interim periods indicated.


	Three months ended September 30,
(Amounts in $ millions, except percentages)	2025			2024
U.S.
Sportsbook	$	783		$	822
iGaming	530			368
Other	55			60
Total U.S. revenue	$	1,368		$	1,250
Adjusted EBITDA	$	51		$	58
Adjusted EBITDA margin	3.7		%	4.6		%

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

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

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

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

Other revenue for the three months ended September 30, 2025 decreased by 8% period over period mainly due to a decline in DFS where a portion of our DFS player base has migrated some or all of their play to our sportsbook product.

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

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

International

The following table presents a summary of our operational metrics for the International segment for the interim periods indicated.


	Three months ended September 30,
AMPs (Amounts in thousands)	2025			2024
Total International AMPs 1	10,657			9,709
International AMPs by Product Category 1
Sportsbook	5,345			5,153
iGaming	6,973			5,903
Other	388			472
Stakes ( amounts in $ millions )	$	7,902		$	6,965
Sportsbook net revenue margin	12.4		%	12.7		%

1. Total International AMPs is not a sum total of the AMPs for each product category because 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 International segment 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 International segment level. AMPs presented above reflect a level of duplication that arises from individuals who use multiple brands or product offerings. 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.

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The following table presents our revenue, Adjusted EBITDA and Adjusted EBITDA margin for the International segment for the interim periods indicated.


	Three months ended September 30,
(Amounts in $ millions, except percentages)	2025			2024
International
Sportsbook	$	982		$	887
iGaming	1,369			1,043
Other	75			68
Total International revenue	$	2,426		$	1,998
Adjusted EBITDA	$	505		$	461
Adjusted EBITDA margin	20.8		%	23.1		%

The following tables present the International segment disaggregated revenue:


	Three months ended September 30,
($ in millions)	2025		2024
UKI 1	$	853	$	846
Southern Europe and Africa 2	743		370
Asia Pacific 3	363		413
Central and Eastern Europe 4	151		132
Brazil 5	87		17
Other regions 6	229		220
Total International segment revenue	$	2,426	$	1,998

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

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

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

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

5. Brazil reflects our Betfair and Betnacional (effective from acquisition date) operations in the region.

6. Other regions is comprised of PokerStars’ non-Italian operations and Betfair’s non-Brazilian business.

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

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

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

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

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

On a regional basis:

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

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

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

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

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

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

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

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

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

The following table presents our AMPs for the Group, by total Group and by product category for the interim periods indicated:


	Nine months ended September 30,
AMPs (Amounts in thousands)	2025	2024
Total Group AMPs 1	15,509	13,662
Group AMPs by Product Category 1
Sportsbook	8,732	8,135
iGaming	8,026	6,547
Other	1,601	1,465

The following table presents a summary of our financial results for the periods indicated and is derived from our condensed consolidated financial statements for the interim periods indicated:


	Nine months ended September 30,
(Amounts in $ millions, except percentages)	2025			2024
Revenue	$	11,646		$	10,256
Cost of Sales	(6,352)			(5,380)
Gross profit	$	5,294		$	4,876
Technology, research and development expenses	(746)			(619)
Sales and marketing expenses	(2,595)			(2,375)
General and administrative expenses	(1,658)			(1,292)
Goodwill impairment	(517)			—
Operating (loss) profit	$	(222)		$	590
Other income (expense), net	294			(207)
Interest expense, net	(347)			(325)
(Loss) income before income taxes	$	(275)		$	58
Income tax expense	(142)			(52)
Net (loss) income	$	(417)		$	6
Net (loss) income margin 1	(3.6)		%	0.1		%
Adjusted EBITDA 2	$	2,013		$	1,702
Adjusted EBITDA margin 2	17.3		%	16.6		%

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

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

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

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

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

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

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

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

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

Income tax expense increased by $90 million, to $142 million for the nine months ended September 30, 2025, from $52 million for the nine months ended September 30, 2024. The movement was primarily due to (i) a $40 million tax benefit in fiscal year 2024 related to utilization of U.S. federal deferred tax assets, (ii) the $112 million deferred tax expense in connection with the PokerStars transformation (iii) a $58 million deferred tax benefit in fiscal year 2025 in connection with the Boyd Transaction, (iv) a $28 million of income tax expense resulting from the reorganization of our Betfair Brazil business in fiscal year 2025, and (v) the net impact of jurisdictional mix of earnings.

Net (loss) income decreased by $423 million to a $417 million loss for the nine months ended September 30, 2025, from a $6 million income for the nine months ended September 30, 2024 and net income margin decreased to (3.6)% from 0.1% for the nine months ended September 30, 2024, as a result of the factors above.

Adjusted EBITDA increased by 18%, to $2,013 million for the nine months ended September 30, 2025, from $1,702 million for the nine months ended September 30, 2024. Adjusted EBITDA margin increased by 70 basis points from 16.6% to 17.3% reflecting the revenue performance and expenses trend outlined above.

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Operational and Financial Metrics by Segment

U.S.

The following table presents a summary of our operational metrics for the U.S. segment for the interim periods indicated.


	Nine months ended September 30,
AMPs (Amounts in thousands)	2025			2024
Total U.S. AMPs 1	3,769			3,525
U.S. AMPs by Product Category 1
Sportsbook	3,019			2,914
iGaming	942			726
Other	449			478
Stakes ( amounts in $ millions )	$	36,958		$	34,497
Sportsbook net revenue margin	8.5		%	8.4		%

The following table presents our revenue, Adjusted EBITDA and Adjusted EBITDA margin for the U.S. segment for the interim periods indicated.


	Nine months ended September 30,
(Amounts in $ millions, except percentages)	2025			2024
U.S.
Sportsbook	$	3,136		$	2,907
iGaming	1,509			1,083
Other	180			197
Total U.S. revenue	$	4,825		$	4,187
Adjusted EBITDA	$	612		$	344
Adjusted EBITDA margin	12.7		%	8.2		%

Total revenue for our U.S. segment increased by 15%, to $4,825 million for the nine months ended September 30, 2025, from $4,187 million for the nine months ended September 30, 2024, reflecting AMPs growth of 7%.

Sportsbook revenue increased by 8% period over period, driven by a 7% period over period increase in stakes to $36,958 million for the nine months ended September 30, 2025 and improvement in net revenue margin. The increase in handle was driven by an increase in player frequency, scaling of our U.S. business and strong growth in pre-2024 states.

Sportsbook net revenue margin increased by 10 basis points period over period to 8.5% for the nine months ended September 30, 2025 compared to 8.4% for the nine months ended September 30, 2024. This reflected (i) continued expansion of our structural revenue margin by 50 basis points to 13.6%, driven by our market leading pricing and risk capabilities and increase in Same Game parlay penetration and (ii) a decrease in player incentive spend of 20 basis points as we lapped the impact of state launch investment in North Carolina in the prior year. These improvements were partially offset by an adverse swing in sports results period over period of 60 basis points (sports results for the nine months ended September 30, 2025: 50 basis points unfavorable; for the nine months ended September 30, 2024: 10 basis points favorable).

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iGaming revenue for the nine months ended September 30, 2025 increased by 39% period over period driven by an increase in AMPs of 30% period over period to 0.9 million for the nine months ended September 30, 2025 compared to 0.7 million for the nine months ended September 30, 2024, driven by continued product development, including the launch of site-wide jackpots and the roll out of new titles to the platform.

Other revenue for the nine months ended September 30, 2025 decreased by 9% period over period mainly due to a decline in DFS where a portion of our DFS player base has migrated some or all of their play to our sportsbook product.

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

The improvements in Adjusted EBITDA margin were driven by (i) an increase in revenue of $638 million as a result of the factors above; (ii) a reduction in cost of sales as a percentage of revenue of 50 basis points from 57.5% for the nine months ended September 30, 2024 to 57.0% for the nine months ended September 30, 2025 primarily driven by a 230 basis points benefit primarily from the year-over-year favorable impact of increased player incentive investment in North Carolina in the prior year and payment processing and other costs initiatives, partially offset by the impact of an increase in gaming taxes of 180 basis due to increase in state taxes during the current year. The increase in Adjusted EBITDA margin was further contributed by (i) a reduction in sales and marketing expenses as a percentage of revenue of 410 basis points from 22.7% for the nine months ended September 30, 2024 to 18.7% for the nine months ended September 30, 2025 due to (a) investment in North Carolina in the prior period, (b) sustained operating leverage and (c) a greater proportion of total marketing expenditure for fiscal year 2025 now expected to be incurred during second half of fiscal year 2025 compared to the prior period, and (ii) a 30 basis points reduction in general and administrative expense as a percentage of revenue due to operating leverage. These decreases as a percentage of revenue were offset by a 50 basis points increase in technology, research and development expenses as a percentage of revenue primarily due to scaling of data storage and processing costs and investment in talent.

International

The following table presents a summary of our operational metrics for the International segment for the interim periods indicated.


	Nine months ended September 30,
AMPs (Amounts in thousands)	2025			2024
Total International AMPs 1	11,740			10,137
International AMPs by Product Category 1
Sportsbook	5,713			5,221
iGaming	7,084			5,821
Other	1,152			987
Stakes ( amounts in $ millions )	$	22,784		$	21,763
Sportsbook net revenue margin	12.7		%	12.8		%

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The following table presents our revenue, Adjusted EBITDA and Adjusted EBITDA margin for the International segment for the interim periods indicated.


	Nine months ended September 30,
(Amounts in $ millions, except percentages)	2025			2024
International
Sportsbook	$	2,903		$	2,784
iGaming	3,687			3,046
Other	231			239
Total International revenue	$	6,821		$	6,069
Adjusted EBITDA	$	1,614		$	1,508
Adjusted EBITDA margin	23.7		%	24.8		%

The following tables present the International segment disaggregated revenue:


	Nine months ended September 30,
($ in millions)	2025		2024
UKI 1	$	2,671	$	2,635
Southern Europe and Africa 2	1,848		1,154
Asia Pacific 3	1,078		1,156
Central and Eastern Europe 4	429		382
Brazil 5	140		51
Other regions 6	655		691
Total International segment revenue	$	6,821	$	6,069

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

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

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

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

5. Brazil reflects our Betfair and Betnacional (effective from acquisition date) operations in the region.

6. Other regions is comprised of PokerStars’ non-Italian operations and Betfair’s non-Brazilian business.

Total revenue for our International segment increased by 12% to $6,821 million for the nine months ended September 30, 2025 from $6,069 million for the nine months ended September 30, 2024, in addition to a 16% increase in AMPs. The increase in revenue was partially driven by the acquisitions of Snai and NSX, which contributed to an increase in revenue of 10%.

Sportsbook revenue increased by 4% to $2,903 million for the nine months ended September 30, 2025 from $2,784 million for the nine months ended September 30, 2024, with the acquisitions of Snai and NSX contributing an increase in revenue of 9%. Sportsbook stakes grew 5% period over period with Snai and NSX contributing 9% of the period over period growth offsetting the impact of the Euros in the prior period.

Sportsbook net revenue margin decreased by 10 basis points period over period to 12.7% for the nine months ended September 30, 2025. The decrease in net revenue margin was primarily driven by less favorable sports results of 70 basis points period over period. The impact of sports results was partially offset by (i) a 30 basis points increase in structural revenue margin period over period to 16.6% for the nine months ended September 30, 2025 driven by our market-leading pricing and risk management capabilities along with increased parlay product penetration across our largest sports businesses in UKI and Australia and (ii) a decrease of 30 basis points in customer generosity period over period.

iGaming revenue increased by 21% to $3,687 million for the nine months ended September 30, 2025 from $3,046 million for the nine months ended September 30, 2024, with the acquisitions of Snai and NSX contributing revenue growth of 12%. Additionally, revenue growth was driven by strong performance in Sisal and growth in UKI in spite of implementing restrictions on customer play in line with the UK Gambling Act Review requirements.

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Other revenue for the nine months ended September 30, 2025 decreased by 3% driven by the lower commission from Betfair Exchange.

On a regional basis:

UKI revenue grew 1% period over period. UKI sportsbook revenue was down 7% period over period driven by (i) lower handle of 5% due to the Euros during the prior period and a decrease in horse racing handle outside of major festivals, including Cheltenham and (ii) a decrease in favorable sports results of 60 basis points period over period. The decrease in sportsbook revenue was partially offset by a favorable change in foreign currency exchange rates which contributed revenue growth of 3%. UKI iGaming grew 11% period over period driven by (i) continued product enhancements and generosity optimization, offsetting the impact of the Gambling Act Review which led to player restrictions implemented during the year and (ii) favorable change in foreign currency exchange rates which contributed revenue growth of 4%.

SEA revenue grew by 60% period over period. The acquisition of Snai contributed to revenue growth of 44%. Sportsbook revenue for the region grew 67%, driven by (i) the acquisition of Snai which contributed growth of 55%, (ii) a favorable change in foreign currency exchange rates which contributed revenue growth of 4% (iii) Sisal revenue growth, despite the prior period containing the Euros and (iv) a favorable change in sports results of 60 basis points period over period (nine months ended September 30, 2025: 30 basis points favorable impact; nine months ended September 30, 2024: 30 basis points unfavorable impact). iGaming revenue grew 57% period over period due to (i) the acquisition of Snai which contributed revenue growth of 39%, (ii) continued momentum within Sisal in both Italy and Turkey and (iii) improved content.

APAC revenue was 7% lower period over period driven by 8% lower sportsbook revenues in Australia due to (i) a decrease in amounts staked of 6% resulting from the previously highlighted horse racing market softness and (ii) less favorable sports results period over period, partially offset by (i) a decrease in customer incentive spend due to optimized generosity and (ii) an increase in structural margin. The decrease in sportsbook revenue was also impacted by an unfavorable change in foreign currency exchange rates which contributed a revenue decline of 3%. The decrease in sportsbook revenue was partially offset by iGaming growth in India of 7%, driven by growth prior to the cessation of operations in August 2025.

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

Brazil revenue grew 175% period over period with NSX contributing revenue growth of 208%. The increase in revenue was offset by an unfavorable change in foreign currency exchange rates which contributed a revenue decline of 17%. Betfair Brazil revenue decreased by 33% period over period due to (i) adverse sports results and (ii) customer re-registration friction in the newly regulated market.

Other regions revenue was 5% lower period over period driven by the impact of market exits and regulatory change.

Adjusted EBITDA for International was $1,614 million for the nine months ended September 30, 2025, a 7% increase from $1,508 million for the nine months ended September 30, 2024, and Adjusted EBITDA margin decreased by 110 basis points to 23.7% for the nine months ended September 30, 2025. The acquisitions of Snai and NSX contributed to the increase in Adjusted EBITDA by $76 million and the decrease in Adjusted EBITDA margin by 110 basis points.

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

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Supplemental Disclosure of Non-GAAP Measures

Adjusted EBITDA is defined on a Group basis as income (loss) before income taxes; other (expense) income, net; interest expense, net; depreciation and amortization; transaction fees and associated costs; restructuring and integration costs; legal settlements; impairment of property and equipment, intangible assets, right-of-use assets and goodwill and share-based compensation charge. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of revenue.

Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures and should not be viewed as measures of overall operating performance, indicators of our performance, considered in isolation, or construed as alternatives to operating profit or net income (loss) measures, or as alternatives to cash flows from operating activities, as measures of liquidity, or as alternatives to any other measure determined in accordance with GAAP.

These non-GAAP measures are presented solely as supplemental disclosures to reported GAAP measures because we believe that this non-GAAP supplemental information will be helpful in understanding our ongoing operating results and these measures are widely used by analysts, lenders, financial institutions, and investors as measures of performance. Management has historically used Adjusted EBITDA and Adjusted EBITDA Margin when evaluating operating performance because we believe that they provide additional perspective on the financial performance of our core business.

In presenting Adjusted EBITDA and Adjusted EBITDA Margin, the Group excludes certain items as explained below:

• Transaction fees and associated costs and restructuring and integration costs, which include charges for discrete projects or transactions that significantly change our operations, are excluded because they are not part of the ongoing operations of our business, which includes normal levels of reinvestment in the business.

• Legal settlements and gaming tax disputes, which include charges for specific investigations and litigation, are excluded due to the difficulty in predicting their timing and scope and because they are considered by management to be outside the normal course of business.

• Other (expense) income, net is excluded because it is not indicative of our core operating performance.

• Impairment of property and equipment, intangible assets, right-of-use assets and goodwill, which may arise from time to time that would impact comparability. We do not consider impairment when evaluating the Company’s performance, when making decisions regarding the allocation of resources, in determining incentive compensation, or in determining earnings estimates.

• Share-based compensation expense is excluded as this could vary widely among companies due to different plans in place resulting in companies using share-based compensation awards differently, both in type and quantity of awards granted.

Adjusted EBITDA and Adjusted EBITDA Margin are not measures of performance or liquidity calculated in accordance with GAAP. They are unaudited and should not be considered as alternatives to, or more meaningful than, net income (loss) as indicators of our operating performance. In addition, other companies in the betting and gaming industry that report Adjusted EBITDA may calculate Adjusted EBITDA in a different manner and such differences may be material. The definition of Adjusted EBITDA and Adjusted EBITDA Margin may not be the same as the definitions used in any of our debt agreements.

Adjusted EBITDA and Adjusted EBITDA Margin have further limitations as an analytical tool. Some of these limitations are:

• they do not reflect the Group’s cash expenditures or future requirements for capital expenditure or contractual commitments;

• they do not reflect changes in, or cash requirements for, the Group’s working capital needs;

• they do not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on the Group’s debt;

• they do not reflect shared-based compensation expense, which is primarily a non-cash charge that is part of our employee compensation;

• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA do not reflect any cash requirements for such replacements;

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• they are not adjusted for all non-cash income or expense items that are reflected in the Group’s statements of cash flows; and

• the further adjustments made in calculating Adjusted EBITDA are those that management consider not to be representative of the underlying operations of the Group and therefore are subjective in nature.

The following table reconciles net income (loss), the most comparable GAAP financial measure, to Adjusted EBITDA and Adjusted EBITDA Margin for th e fiscal quarters presented:


	Three months ended September 30,						Nine months ended September 30,
(Amounts in $ millions, except percentages)	2025			2024			2025			2024
Net (loss) income	(789)			(114)			(417)			6
Add back:
Income taxes	(45)			(16)			142			52
Other (expense) income, net	(152)			122			(294)			207
Interest expense, net	152			105			347			325
Depreciation and amortization	419			258			1,082			827
Share-based compensation expense	71			53			200			153
Transaction fees and associated costs 1	204			—			224			45
Restructuring and integration costs 2	59			42			170			87
Impairment 3	559			—			559			—
Adjusted EBITDA	$	478		$	450		$	2,013		$	1,702
Revenue	$	3,794		$	3,248		$	11,646		$	10,256
Adjusted EBITDA Margin	12.6		%	13.9		%	17.3		%	16.6		%

1. During three months ended September 30, 2025, transaction costs of $204 million primarily relate to Boyd market access payment. During the nine months ended September 30, 2025, transaction costs of $224 million mainly relate to Boyd market access payment and the Snai and NSX acquisitions. During the nine months ended September 30, 2024, advisory fees of $45 million primarily relate to implementation of internal controls, information system changes and other strategic advisory fees related to the change in the primary listing of the Group.

2. During the three and nine months ended September 30, 2025, costs of $59 million and $170 million, respectively, (three and nine months ended September 30, 2024: $42 million and $87 million, respectively) primarily relate to various restructuring, acquisition integration and other strategic initiatives to drive synergies. The programs are expected to run until 2027. These actions include efforts to consolidate and integrate our technology infrastructure, back-office functions and relocate certain operations to lower cost locations. It also includes business process re-engineering cost, planning and design of target operating models for the Group's enabling functions and discovery and planning related to the Group's anticipated migration to a new enterprise resource planning system. The costs primarily include severance expenses, advisory fees and temporary staffing costs.

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

Liquidity and Capital Resources

Overview

Our principal sources of liquidity are our cash and cash equivalents, cash generated from operations, and borrowings from various financial institutions and debt investors. We expect to continue to have cash requirements to support working capital needs and capital expenditures, to pay interest and service our long-term debt, to service our obligations under our operating leases, and to repurchase our ordinary shares subject to economic and market conditions and our capital requirements, and otherwise as described below under “Other Purchase Obligations.” We believe we have the ability and sufficient capacity to meet these cash requirements in the short term and long term by using available cash, internally generated funds and borrowings under the Group’s £1.1 billion committed revolving credit facility. As of September 30, 2025, we had $1,727 million of cash and cash equivalents available for corporate use.

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In June 2025, we issued and sold senior secured notes (the “Notes”) in the aggregate principal amount as listed below:

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

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

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

The Notes were issued at 100% of their par value with interest payable semi-annually in arrears.

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

• mature on June 4, 2032;

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

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

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

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

On July 10, 2025, the Group and certain of its subsidiaries entered into a commitment letter (the “Commitment Letter”) with certain banks for an incremental commitment of $50 million, which when implemented increased the size of the Revolving Credit Facility to £1.1 billion ($1.5 billion).

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

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

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

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

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

• mature on June 4, 2032;

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

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

The proceeds from the New Notes and the Fourth Incremental TLB Facility were utilized to repay the Facility.

Long-term Debt

As of September 30, 2025, we had an aggregate principal amount of long-term debt of $12 billion, with $52 million due within 12 months. In addition, we are obligated to make periodic interest payments at variable rates, depending on the terms of the applicable debt agreements. Based on applicable interest rates and scheduled debt maturities as of September 30, 2025, our total interest obligation on long-term debt totaled $642 million payable within 12 months net of hedging. Actual future interest payments may differ from these amounts based on changes in floating interest rates or other factors or events. Excluded from these amounts are other costs related to indebtedness.

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Leases

We have lease arrangements primarily for offices, retail stores and data centers. As of September 30, 2025, the Group had operating lease obligations of $585 million with $127 million payable within 12 months.

Share Repurchase Programs

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. While the authorization does not have a stated expiration date, we expect the 2024 Share Repurchase Program to be deployed over the next three years. The timing and the actual number of shares repurchased will depend on a variety of factors, including legal requirements, price, economic and market conditions and our capital requirements. We may from time to time in the future repurchase shares on the open market on a case by case basis or on a non-discretionary basis pursuant to a plan or in any other manner designed to comply with the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), through block trades, in privately negotiated transactions, by effecting a tender offer, through the purchase of call options or the sale of put options, or otherwise, or by any combination of the foregoing. As of September 30, 2025 Flutter has repurchased 3,355,382 ordinary shares under the 2024 Share Repurchase Program for a total of $875 million.

Other Purchase Obligations

As of September 30, 2025, material cash requirements from known contractual and other obligations relating to sponsorship, marketing, media and other agreements totaled $6,499 million, which includes capital expenditure commitments contracted for but not yet incurred of $20 million. Contractual and other obligations payable in the remainder of fiscal 2025 are $686 million.

Cash Flow Information

The following table summarizes our condensed consolidated cash flow information for the periods presented:


	Nine months ended September 30,
($ in millions)	2025		2024
Net cash provided by (used in):
Operating activities	$	756	$	950
Investing activities	$	(3,135)	$	(647)
Financing activities	$	2,517	$	(244)

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

Operating Activities

Net cash provided by operating activities for the nine months ended September 30, 2025, decreased by $194 million, or 20%, to $756 million compared to $950 million cash provided by operating activities for the nine months ended September 30, 2024.

The movement in our cash flows from operating activities was driven primarily by (i) a cash outflow in player deposit liabilities of $325 million due to timing of sports events, (ii) a cash outflow of $273 million in other liabilities due to increase in bonus payouts, timing of invoicing related to accruals and timing of payments relating to betting duty and (iii) an outflow of $205 million relating to the Boyd market access fee termination payment in the nine months ended September 30, 2025, partially offset by (i) an improvement in cash operating performance before the Boyd payment of $373 million, (ii) a cash inflow of $101 million due to sale of available for sale player deposit investments and (iii) a cash inflow in accounts payable of $65 million due to an increase in the time lag between receipt of invoices and payments.

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Investing Activities

Net cash used in investing activities increased by $2,488 million, or 385%, for the nine months ended September 30, 2025, to $3,135 million compared to $647 million for the nine months ended September 30, 2024. The increase was primarily driven by the completion of the acquisitions of Snai and NSX during the second quarter of fiscal 2025.

Financing Activities

For the nine months ended September 30, 2025, net cash provided by financing activities increased by $2,761 million, or 1,132%, to $2,517 million compared to net cash used in financing activities of $244 million for the nine months ended September 30, 2024. The increase was primarily driven by net proceeds of $10,084 million received from the (i) entry into the Bridge Credit Agreement dated April 29, 2025, (ii) entry into the Bridge Credit Agreement dated July 10, 2025, (iii) issuance of the 2031 Notes and (iv) entry into the Incremental Assumption Agreements during the current fiscal year. These increases were partially offset by $5,054 million mainly relating to the subsequent repayment of the Bridge Credit Agreement dated April 29, 2025 and the Bridge Credit Agreement dated July 10, 2025, the acquisition of redeemable non-controlling interests amounting to $1,620 million and the repurchase of $844 million ordinary shares in the nine months ended September 30, 2025.

Off-Balance Sheet Arrangements

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies and Estimates

Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. Our discussion and analysis of the financial condition and results of operations are based on these unaudited condensed consolidated financial statements. The preparation of these unaudited condensed consolidated financial statements requires the application of accounting policies in addition to certain estimates and judgments by our management. Our estimates and judgments are based on currently available information, historical results and other assumptions we believe are reasonable. Actual results could differ materially from these estimates.

Fox Option liability

During the nine months ended September 30, 2025, there were no changes to the fair value measurement approach for the Fox Option liability as discussed in the 2024 Annual Report. For the input of subjective assumptions used in the option pricing model, please see Note 16 “Fair Value Measurements” to the unaudited condensed consolidated financial statements included in Part I, “Item 1. Financial Statements” of this Quarterly Report.

Changes in assumptions, each in isolation, may change the fair value of the Fox Option liability. Generally, a decrease in the equity value of the investor units, volatility and the probability of FOX getting licensed and an increase in DLOM and DLOC may result in a decrease in the fair value of the Fox Option liability. Due to the inherent uncertainty of determining the fair value of the Fox Option liability, the fair value of the Fox Option liability may fluctuate from period to period.

Additionally, the fair value of the Fox Option liability may differ significantly from the value that would have been used had a readily available market existed for FanDuel. In addition, changes in the market environment and other events that may occur over the life of the Fox Option may cause the losses ultimately realized on the Fox Option to be different than the unrealized losses reflected in the valuations currently assigned. The range in fair value as of September 30, 2025, is $64 million to $1,952 million, assuming a 10% increase/decrease in the equity value of the investor units and us ing the upper and lower end of the ranges of volatility, DLOC and DLOM, as disclosed in Note 16 “Fair Value Measurements” to the unaudited condensed consolidated financial statements included in Part I, “Item 1. Financial Statements” of this Quarterly Report.

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Allocation of goodwill to reporting units and goodwill impairment testing

The Group assessed its reporting units following the reorganization of its reporting structure within the International segment. Among the five reporting units identified during the first quarter of 2025 and the new Brazil reporting unit identified during the second quarter of 2025, Sportsbet was the previously identified Australia reporting unit and Sky Bet, Paddy Power, Betfair and tombola formed the legacy UKI reporting unit, both of which had pre-existing goodwill.

The Group was required to allocate goodwill in the previous International reporting unit to the newly identified reporting units based on their relative fair values.

The Group estimated the respective fair values of these reporting units based on a discounted cash flow model under the income approach, which utilized various inputs and assumptions, including projected operating results, growth rates and capital expenditures from the Group's projection process, applicable tax rates, estimated depreciation and amortization, changes in working capital, and terminal growth rates applied to projected operating results in the terminal period, and a weighted-average cost of capital rate. The comparable market multiples and the Company's market capitalization were also utilized to corroborate the results of the discounted cash flow models under the income approach.

The fair values of these new reporting units were also used in the quantitative goodwill impairment testing immediately after the change by comparing each reporting unit’s fair value with the carrying value. Based on the analysis performed, the Group determined there was no impairment of goodwill for any of its reporting units following the change in reporting structure within the International segment. A reasonably possible change of plus (minus) 50 basis points in the weighted-average cost of capital rate and terminal growth rate, with other assumptions held constant, would not result in an impairment of any of these reporting units.

Litigation and Claims

We are regularly involved as plaintiffs or defendants in claims and litigation related to our past and current business operations. We establish an accrued liability for legal claims and indemnification claims when we determine that a loss is both probable and the amount of the loss can be reasonably estimated. Our estimates are based on all known facts at the time and our assessment of the ultimate outcome. As additional information becomes available, we reassess the potential liability related to our pending claims and litigation and may revise our estimates. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters. The estimates require significant judgment, given the varying stages of the proceedings, the numerous yet-unresolved issues in many of the claims and the uncertainty of the various potential outcomes of such claims. We vigorously defend ourselves against what we believe are improper claims, including those asserted in litigation. Due to the unpredictable nature of litigation, there can be no assurance that our accruals will be sufficient to cover the extent of our potential exposure to losses. Any fees, expenses, fines, penalties, judgments or settlements which might be incurred by us in connection with the various proceedings could affect our results of operations and financial condition. Please see Note 17 “Commitments and Contingencies” to the unaudited condensed consolidated financial statements included in Part I, “Item 1. Financial Statements” of this Quarterly Report.

Valuation of Assets and Liabilities Acquired in a Business Combination

The accounting for a business combination requires the excess of the purchase price for an acquisition over the net book value of assets acquired to be allocated to identifiable assets, including intangible assets. Valuations are performed by independent valuation specialists under management’s supervision. We use various recognized valuation methods including present value modelling.

Significant estimates and assumptions that we must make in estimating the fair value of acquired trademarks and customer relationships include future cash flows that we expect to generate from the acquired assets, including expected revenue growth rates, estimated royalty rates, customer attrition rates and discount rates.

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The fair value of the acquired trade name is generally estimated using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the trade name. Assumed royalty rates are applied to the projected revenues for the remaining useful life of the trade name to estimate the royalty savings. The fair value of customer relationships is estimated using the multi-period excess earnings method. The multi-period excess earnings method model estimates revenues and cash flows derived from the primary asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as trade name, technology and working capital that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the primary asset acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. Please see Note 12 “Business Combinations” to the unaudited condensed consolidated financial statements included in Part I, “Item 1. Financial Statements” of this Quarterly Report.

We believe that the estimated fair values assigned to the assets acquired and liabilities assumed are based on reasonable assumptions that a marketplace participant would use. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, we could record impairment charges. In addition, we have estimated the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expense. If our estimates of the economic lives change, depreciation or amortization expenses could be accelerated or slowed.

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Item 3. Quantitative and Qualitative Disclosure About Market Risk

There have been no significant changes in our exposure to market risk during the nine months ended September 30, 2025. Refer to Part II, “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in the 2024 Annual Report.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of September 30, 2025. Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2025 due to the material weaknesses in our internal control over financial reporting as previously identified in our 2024 Annual Report that were not remediated as of September 30, 2025.

In light of this fact, our management has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the material weaknesses in our internal control over financial reporting, the unaudited condensed consolidated financial statements for the periods covered by and included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with GAAP.

Remediation of Material Weaknesses

We continue to implement our remediation plans that address the material weaknesses in our internal controls over financial reporting as previously discussed in Part II, Item 9A of our 2024 Annual Report. The remaining remediation work involves (i) assessing the risk of fraud with respect to financial reporting, and combining this with our other risk assessment processes; (ii) designing and implementing enhanced business processes and controls and ensuring these operate effectively; and (iii) enhancing our IT processes and controls across the remaining applications for which deficiencies have been identified, particularly in relation to the general IT controls around user access management and change management where operating effectiveness needs to be demonstrated over a sustained period. The implementation of our remediation measures will require validation and testing of the design and operating effectiveness of internal controls over a sustained period. We will not consider the material weaknesses remediated until our enhanced controls are operational for a sufficient period of time and tested, enabling management to conclude that the enhanced controls are operating effectively. In addition, we cannot ensure that the measures taken by us to date, and actions that we may take in the future, will be sufficient to remediate these deficiencies or that they will prevent or avoid potential future deficiencies.

Changes in Internal Control over Financial Reporting

We are taking actions to remediate the material weaknesses relating to our internal control over financial reporting, as described above. Except as otherwise described herein, there were no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

Item 1. 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 17 “Commitments and Contingencies” to our unaudited condensed consolidated financial statements included in Part I, “Item 1. Financial Statements” of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in “Part I, Item 1A. Risk Factors” in our 2024 Annual Report.

The risks described in our 2024 Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

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 third quarter of fiscal 2025:


Period	Total Number of Shares 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)
July 1, 2025 to July 31, 2025	349,036	294.22	349,036	$	4,247,291,358
August 1, 2025 to August 31, 2025	368,471	289.62	368,471	$	4,140,474,542
September 1, 2025 to September 30, 2025	52,180	297.17	52,180	$	4,124,968,415
Total	769,687	292.22	769,687

(1) On September 25, 2024, our Board authorized 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.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

Rule 10b5-1 Trading Plans

Except as set forth below, during the three months ended September 30, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).

On August 11, 2025 , Peter Jackson , our Chief Executive Officer and a member of our board of directors , adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The trading plan provides for the sale of an aggregate of up to 28,310 of our ordinary shares. The plan will terminate on March 31, 2026 , subject to early termination for certain specified events set forth in the plan.

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Item 6. Exhibits


Exhibit No.						Description

3.1						Memorandum and Articles of Association of Flutter Entertainment plc (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 1, 2024).

4.1						Officer’s Certificate, dated August 7, 2025, relating to the 5.875% senior secured notes due 2031, 4.000% senior secured notes due 2031 and 6.125% senior secured notes due 2031, pursuant to Sections 2.16(c) and 13.03(a) of the Indenture (including the form of 5.875% senior secured notes due 2031, 4.000% senior secured notes due 2031 and 6.125% senior secured notes due 2031 ) (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on August 7, 2025).

10.1						Fourth Incremental Assumption Agreement to the Syndicated Facility Agreement, dated August 7, 2025, among Flutter Entertainment plc, PPB Treasury Unlimited Company, Betfair Interactive US Financing LLC, TSE Holdings Limited, FanDuel Group Financing LLC, and Flutter Financing B.V., JPMorgan Chase Bank, N.A., as the Fourth Incremental Term Lender, Goldman Sachs Bank USA, as the Fourth Incremental Revolving Facility Lender and J.P. Morgan SE, as the administrative agent (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on August 7, 2025).

10.2						Rules of the Flutter Entertainment plc 2025 Employee Share Purchase Plan. * †

31.1						Certification of Quarterly Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2						Certification of Quarterly Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

101.1						The following information from Flutter Entertainment plc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 formatted in Inline XBRL: (i) Unaudited Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024; (ii) Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2025 and 2024; (iii) Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity and Redeemable Non-Controlling Interests for the three and nine months ended September 30, 2025 and 2024; (iv) Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024; and (v) Notes to the Unaudited Condensed Consolidated Financial Statements.*

104						Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101.1).

* Filed herewith.

† Management contract or compensatory plan or arrangement.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves and should not be relied upon for that purpose. In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




	Flutter Entertainment plc
	(Registrant)


Date: November 12, 2025	By:	/s/ Peter Jackson
	Name:	Peter Jackson
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: November 12, 2025	By:	/s/ Rob Coldrake
	Name:	Rob Coldrake
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

TABLE OF CONTENTS

Part I Item 1. Financial Statements (unaudited)Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosure About Market Risk Item 4. Controls and Procedures Part II Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

3.1 Memorandum and Articles of Association of Flutter Entertainment plc (incorporated by reference to Exhibit 3.1 of the Registrants Current Report on Form 8-K filed with the SEC on May 1, 2024). 4.1 Officers Certificate, dated August 7, 2025, relating to the 5.875% senior secured notes due 2031, 4.000% senior secured notes due 2031 and 6.125% senior secured notes due 2031, pursuant to Sections 2.16(c) and 13.03(a) of the Indenture (including the form of 5.875% senior secured notes due 2031, 4.000% senior secured notes due 2031 and 6.125% senior secured notes due 2031)(incorporated by reference to Exhibit 4.1 of the Registrants Current Report on Form 8-K filed with the SEC on August 7, 2025). 10.1 Fourth Incremental Assumption Agreement to the Syndicated Facility Agreement, dated August 7, 2025, among Flutter Entertainment plc, PPB Treasury Unlimited Company, Betfair Interactive US Financing LLC, TSE Holdings Limited, FanDuel Group Financing LLC, and Flutter Financing B.V., JPMorgan Chase Bank, N.A., as the Fourth Incremental Term Lender, Goldman Sachs Bank USA, as the Fourth Incremental Revolving Facility Lender and J.P. Morgan SE, as the administrative agent (incorporated by reference to Exhibit 10.1 of the Registrants Current Report on Form 8-K filed with the SEC on August 7, 2025). 10.2 Rules of the Flutter Entertainment plc 2025 Employee Share Purchase Plan.* 31.1 Certification of Quarterly Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of Quarterly Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

FLUT 10-Q Quarter ended Sept. 30, 2025

Exhibits