FLUT 10-K & 10-Q changes, risk factors and insider trading
Flutter Entertainment plc · NYSE · Services-Computer Programming, Data Processing, Etc. · CIK 1635327 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our business depends on our ability to attract, retain, motivate and develop key personnel, and our failure to do so or to maintain adequate succession planning for key positions could materially adversely affect our business, financial condition and results of operations.”
New heading “Variability in win rates, the timing of jackpot payouts in our iGaming and the broadcasting and scheduling of major sporting events could materially adversely affect our financial results.”
New heading “Legal uncertainty and inconsistent enforcement of online betting and iGaming laws could require us to restrict or cease operations in certain jurisdictions, or expose us to regulatory or legal action.”
New heading “Uncertain and evolving interpretations of tax laws for online betting, iGaming and adjacent products may expose us to disproportionate liability.”
New heading “Social responsibility concerns and public opinion regarding responsible gambling and related matters could significantly influence the regulation of online betting and iGaming and impose new responsible gaming requirements, could result in investigations and litigation, and may adversely impact our reputation.”
Removed heading “The success of certain of our products, including poker, exchange and daily fantasy sports (“DFS”), depends upon maintaining liquidity.”
Removed heading “Failure to attract, retain and motivate key employees may adversely affect our ability to compete, and the loss of key personnel could have a material adverse effect on our business, financial condition and results of operations.”
Removed heading “We may require additional capital to support our growth plans, and such capital may not be available on terms acceptable to us, if at all. This could hamper our growth and materially and adversely affect our business.”
Removed heading “The success of existing or future sports betting and iGaming product offerings depends on a variety of factors and is not completely controlled by us.”
Removed heading “Aspects of our business will depend on the live broadcasting and scheduling of major sporting events.”
Removed heading “Work stoppages and other labor problems could negatively impact our operations.”
Removed heading “We cannot be certain that our products and our business do not, or will not, infringe the intellectual property rights of third parties, who may assert claims against us for unauthorized use of such rights.”
Removed heading “The approach to regulation and the legality of online betting and iGaming varies from jurisdiction to jurisdiction, and is subject to uncertainties.”
Removed heading “Adverse changes to the taxation of betting and gaming or the imposition of statutory levies or other duties or charges could have a material adverse effect on our business, financial condition and results of operations.”
Removed heading “Risk of disproportionate liability following changes in taxation law relating to our operations.”
Removed heading “The regulatory risks that we face may be greater where we have a physical presence.”
Removed heading “Our business is subject to evolving corporate governance and public disclosure regulations and expectations, including with respect to environmental and sustainability matters, that could expose us to numerous risks.”
Removed heading “Our insurance may not provide adequate levels of coverage against claims.”
Removed heading “Social responsibility concerns and public opinion regarding responsible gambling and related matters could significantly influence the regulation of online betting and iGaming and impact responsible gaming requirements, could result in investigations and litigation, and may adversely impact our reputation.”
Removed heading “A challenge to our tax policies could have a material impact on the amount of tax payable by us.”
Removed heading “We may be exposed to the risk of customer chargebacks.”
Removed heading “Fulfilling our financial reporting and other regulatory obligations as a U.S. public company is expensive and time consuming, and these activities may strain our resources.”
Removed heading “Our ability to pay dividends or effect other returns of capital in the future depends, among other things, on our financial performance.”
Removed heading “We are a holding company and depend on our subsidiaries for cash, including in order to pay dividends.”
Removed heading “If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our ordinary shares, our share price and trading volume could decline.”
Removed heading “Shareholders may be subject to voting or distribution restrictions on, or be required to dispose of, their interests in our ordinary shares as a result of the Group’s regulatory requirements.”
Removed heading “Risks Relating to Our Jurisdiction of Incorporation”
Removed heading “Shareholders could be diluted in the future if we increase our issued share capital because of the disapplication of statutory preemption rights. In addition, shareholders in certain jurisdictions, including the United States, may not be able to exercise their preemption rights even if those rights have not been disapplied.”
Removed heading “As an Irish public limited company, certain capital structure decisions require shareholder approval, which may limit our flexibility to manage our capital structure.”
Removed heading “Irish law differs from the laws in effect in the United States with respect to defending unwanted takeover proposals and may give our Board less ability to control negotiations with hostile offerors.”
Removed heading “The operation of the Irish Takeover Rules may affect the ability of certain parties to acquire our ordinary shares.”
Removed heading “Transfers of our ordinary shares, other than by means of the transfer of book-entry interests in the Depository Trust Company (“DTC”), may be subject to Irish stamp duty.”
Removed heading “In certain limited circumstances, dividends we pay may be subject to Irish dividend withholding tax.”
Removed heading “Dividends, if any, received by Irish residents and certain other shareholders may be subject to Irish income tax.”
Removed heading “Ordinary shares received by means of a gift or inheritance could be subject to Irish capital acquisitions tax.”
Largest changes
“Additionally, inflation has the potential to adversely affect our business, financial condition and results of operations by increasing our overall cost structure. The recent significant inflationary trends have had an adverse effect on our cost of labor expenditure, as well as other operating expenses. Moreover, our business is particularly sensitive to reductions from time to time in discretionary consumer spending, which is driven by socioeconomic factors beyond our control. …”see in full comparison
see in full comparisonWeFurthermore,areasrequiredatoheavilycomplyregulated business withallglobalapplicableoperations,internationalwetrade,undertakeexportsignificant direct andimportindirectlawsinteractionandwithregulationspublicandofficialsweofare subject to export controls and economic sanctions laws and embargoes imposed by thevarious governmentsof the jurisdictions in which we operate. Changes in economic sanctions laws may restrict our business practices, including potentially requiring the cessation of business activities in sanctioned countries or with sanctioned entities or persons, and may result in our modifying our compliance programs.worldwide. We arealsosubject to the Irish Corruption Offences Act, the Canadian Corruption of Foreign Public Officials Act, the U.S. Foreign Corrupt Practices Act, the UKBribery Act, the Isle of ManBribery Act and other anti-bribery laws that generally prohibit the offering, promising, giving, agreeing to give, or authorizing others to give anything of value, either directly or indirectly, to a government official or other person in order to influence official action, or otherwise obtain or retain a business advantage.CertainInofaddition,such laws also requireU.S. public companies are required tomake and keepmaintain books and records that accurately and fairly reflectthe company’stheir transactions andto devise and maintainhave an adequate system of internal accounting controls.For example, prior to our merger with TSG in 2020, the board of directors of TSG became aware of the possibility of improper foreign payments by TSG or its subsidiaries in certain jurisdictions outside of Canada and the United States. Once discovered, TSG contacted the relevant authorities in the United States and Canada with respect to these matters. Following an investigation, the SEC charged Flutter, as successor-in-interest due to its acquisition of TSG, with books and records and internal accounting controls violations under sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act. Without admitting or denying the findings, we agreed to cease and desist from future violations and to pay a penalty of $4 million.
“Additionally, increased scrutiny related to responsible betting and gaming may result in investigations into the commercial practices of betting and gaming industry service providers, including by governmental agencies, as well as class action or individual lawsuits by groups of users or individuals, respectively, of such services, including under tort, recovery of betting/gaming losses, negligence, breach of contract, civil conspiracy, unjust enrichment, fraud, public nuisance or other common law or analogous claims, or for breaches of regulations, including in the areas of product …”see in full comparison
Although we make reasonable efforts to comply with all applicable datasee in full comparisonprotection, AIprotection and digital services laws and regulations, our interpretations and such measures may have been or may prove to be insufficient or incorrect. If we fail to adhere to applicable data protection, privacy and digital services laws, we may be subject to enforcement action, investigations, fines, regulatory proceedings and/or civillitigation.litigation,Any fines, investigations, regulatory proceedings, civil litigation or license revocations or refusals arising from a breachany ofapplicable data protection, data security, privacy or digital services lawswhich could have a material adverse effect on our business, financial condition and results of operations.If we are held directly responsible for a data security breach, or if we are deemed to be jointly responsible for a data security or other data protection breach by one of our service providers, then the resultant losses suffered by us could have a material adverse effect on our business, financial condition and results of operations. There can be no assurance that we would be able to recoup such losses, whether in whole or in part, from our service providers or insurers.Additionally, breaches ofthe GDPR, the CCPA or otherapplicable data protection or digital services laws couldalsoresult in reputational damage to our brands, resulting in the loss of the goodwill of customers and the potential to deter new and existing customers, or could result in our brands being subject to the revocation of existing licenses and/or the refusal of new applications for licenses. Furthermore, we or ourthird-partythird party service providers could be required to fundamentally change our business activities and practices or modify our products and services to comply with existing and future data privacy and digital services laws and regulations, which could be costly, time-consuming and have an adverse effect on our or ourthird-partythird party service providers’ business, results of operations or financial condition.Any of the foregoing could result in additional cost and liability to us, damage our reputation, inhibit sales, and adversely affect our business, results of operations or financial condition.
“Social responsibility concerns and public opinion regarding responsible gambling and related matters could significantly influence the regulation of online betting and iGaming and impose new responsible gaming requirements, could result in investigations and litigation, and may adversely impact our reputation.”see in full comparison
“Social responsibility concerns and public opinion regarding responsible gambling and related matters could significantly influence the regulation of online betting and iGaming and impact responsible gaming requirements, could result in investigations and litigation, and may adversely impact our reputation.”see in full comparison
Full comparison: every changed paragraph (376)
Economic downturns and political and market conditions beyond our control, including inflation and a reduction in consumer discretionary spending,control could adversely affect our business, financial condition and results of operations.
Our financial performance is subject to global economic conditions, and particularly, their impact on levels of spending by our customers, advertisers and partners. Unfavorable economic conditions, including recessions, economic slowdowns, tariffs and trade disputes, high unemployment, rising prices or the perception by consumers of weak or weakening economic conditions, may reduce levels of disposable income and participation in entertainment and leisure activities, such as betting or iGaming. Our business may be particularly sensitive to such changes, and as a result, there can be no assurance that demand for our product offerings will remain consistent.
A deterioration in global macroeconomic conditions could also adversely affect our business by increasing our overall cost structure and constraining our ability to invest in growth initiatives. For example, recent inflationary pressures have increased our labor costs and other operating expenses. Unfavorable economic conditions may also reduce the availability of credit, increase cost of credit or adversely affect our liquidity. If, as a result of such conditions, we are unable to secure financing when needed or on commercially acceptable terms, it may materially impair our ability to invest in new products, enhance our platforms or pursue strategic opportunities.
Adverse economic conditions that reduce customer participation or otherwise constrain liquidity may also materially reduce the attractiveness and competitiveness of our liquidity-dependent products such as Betfair Exchange, FanDuel’s DFS and prediction markets and PokerStars’ poker business, resulting in lower customer engagement and reduced revenues.
Additionally, the insolvency of any of our partners, advertisers or licensees could result in disrupted operations including by delaying payments owed to us, interrupting the delivery of services, or requiring us to identify and contract with replacement partners or require our exit from a particular market. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.
Our financial performance is subject to political and economic conditions in the global economy and the jurisdictions in which we operate and their impact on levels of spending by customers, advertisers and business partners. Economic recessions have had, and may continue to have, far reaching adverse consequences across many industries, including the global entertainment, betting and gaming industries, which may adversely affect our business, financial condition and results of operations.
Additionally, inflation has the potential to adversely affect our business, financial condition and results of operations by increasing our overall cost structure. The recent significant inflationary trends have had an adverse effect on our cost of labor expenditure, as well as other operating expenses. Moreover, our business is particularly sensitive to reductions from time to time in discretionary consumer spending, which is driven by socioeconomic factors beyond our control. Demand for entertainment and leisure activities, including betting and iGaming, can be affected by changes in the economy and consumer tastes, both of which are difficult to predict and beyond our control. Unfavorable changes in general economic conditions, including recessions, economic slowdowns, tariffs and trade disputes, sustained high levels of unemployment and rising prices or the perception by consumers of weak or weakening economic conditions, may reduce our customers’ disposable income or result in fewer individuals engaging in entertainment and leisure activities, such as betting or iGaming. As a result, we cannot ensure that the demand for our product offerings will remain consistent. Adverse developments affecting economies throughout the world, including a general tightening of credit availability, decreased liquidity in certain financial markets, inflation, increased interest rates, foreign exchange fluctuations, tariffs, trade disputes, increased energy costs, acts of war or terrorism, cyber-attacks, transportation disruptions, natural disasters, adverse weather conditions, power loss, declining consumer confidence, sustained high levels of unemployment or significant declines in stock markets, as well as pandemics, epidemics, public health emergencies and the spread of contagious diseases, could lead to a further reduction in discretionary spending on entertainment and leisure activities, such as betting and iGaming, any of which could have a material adverse effect on our business, financial condition and results of operations.
Our business is exposed to competitive pressures givenarising thefrom competition in online betting and iGaming.iGaming, as well as from prediction markets, illegal operators and new entrants into the markets in which we operate.
We operate in a highly competitive and rapidly evolving global online betting and iGaming industry, and we expect competitive pressures to continue to intensify. Our competitors include international and well-established local betting and gaming operators as well as new entrants offering adjacent or alternative wagering products. Many of these competitors operate at significant scale enabling them to attract customers to their offerings, have strong brand recognition, and may spend more money and time on developing and testing products and services, undertake more extensive marketing campaigns, adopt more aggressive pricing or promotional policies or otherwise develop more commercially successful products or services than ours. In addition, new competitors, whether licensed or not, may enter the gaming industry, further increasing competitive pressure. Barriers to customers switching between operators are low, which increases the risk that customers may choose competing offerings.
We also face competition from companies with different and emerging business models, regulatory frameworks and cost structures, including prediction markets or other derivatives-based products. In the United States, for example, prediction markets contracts regulated by the Commodity Futures Trading Commission (“CFTC”) are being offered by a growing number of providers. We do not currently offer sports contracts in U.S. states in which we offer our sportsbook product. In those states, other providers may offer sports contracts while being subject to different regulatory requirements, which could place us at a competitive disadvantage. In states where we do offer sports contracts, and for other prediction markets contracts available more broadly, competitors may offer similar products more successfully due to differences in business models, cost structures, regulatory approaches or reduced focus on account management and user safety.
In certain jurisdictions, we also face competition from illegal operators that do not comply with applicable regulatory and licensing requirements, allowing them to avoid compliance costs and restrictions, customer-focused safeguards and payment of gaming taxes. The increasing scale and sophistication of such operations may intensify competition in affected markets, increase regulatory scrutiny on the industry as a whole and put our customers at higher risk of harm.
If we are unable to compete effectively, we may lose existing customers and we may not be able to attract new customers or reactivate churned customers. The online betting and iGaming market is increasingly competitive. This competition takes place on an international level and operators around the world leverage that scale to attract customers to their websites, with the implication that the barriers to a customer switching between competing operators are low. We may be unable to respond quickly or adequately to changes in the industry brought on by new products and technologies, the availability of products on other technology platforms and marketing channels, and the introduction of new features and functionality or new marketing and promotional efforts by our existing competitors or new competitors and new technology. Such competitors may spend more money and time on developing and testing products and services, undertake more extensive marketing campaigns, adopt more aggressive pricing or promotional policies or otherwise develop more commercially successful products or services than ours, any of which could negatively impact our business, financial condition and results of operations. Our competitors may also develop products, features or services that are similar to ours or that achieve greater market acceptance.
We are also subject to the risk of further consolidation in the betting and gaming industry, which might result in the formation of a very large or successful competitor to whom we might lose market share. Other competitors may have significantly greater financial, technical and other resources than us in certain jurisdictions or markets in which we operateoperate, and they may be able to secure greater liquidity than us. A loss of market share could have a material adverse effect on our business, financial condition and results of operations. Additionally, in the United States, we face new competition from sports event trading as derivatives products regulated by the Commodity Futures Trading Commission. This new competition purports to be available nationwide and is currently being offered by a growing number of providers. While we believe that we are well positioned to compete with new entrants to the betting and gaming market through our online betting and gaming offerings, the competitive dynamic is evolving and we cannot assure you that our results of operations will not be adversely impacted by the expansion of legalized online gaming and betting.
We may fail to retain existing customers for our betting and iGaming offerings or add new customerscustomers, or customers could decrease their level of engagement with our betting and iGaming offerings in general.
If people do not perceive our betting and iGaming offerings to be enjoyable, reliable, relevant and trustworthy, we may be unable to attract or retain customers or maintain or increase the frequency and duration of their engagement. A number of other online betting and iGaming companies that achieved early popularity have since seen their active customer bases or levels of engagement decline.
Our strategy is to increaseIncreasing customer engagement and retention,retention is central to our strategy, but there is no guarantee that we will not experience an erosion of our AMP base or engagement levels among customers in the future. Our customer engagement patterns have changed over time, and customer engagement can be difficult to measure, particularly as customers continue to engage increasingly via mobile devices and as we introduce new and different product offerings. Any number of factors could negatively affect customer retention, growth and engagement, including if:
•we fail to introduce, or delay the introduction of, new products or services (whether developed internally, licensed or otherwise obtained or developed in conjunction with third parties) that users find engaging or that work with a variety of operating systems or networks, or if we introduce new products or services, including using technologies with which we have little or no prior development or operating experience, or changes to our existingmodified products or services,services that are not favorably received by customers;
•our promotional or incentive strategies prove ineffective, inefficient or misaligned with customer needs;
•customers have difficulty installing, updating or otherwise accessing our products on desktops or mobile devices as a result of our actions or the actions of the third parties we rely on to distribute our products and deliver our services;
•there are decreases in customer sentiment about the quality of our products declines, or concerns related to privacy, safety, security or other factors increase;
•new industry standards are adopted or customers adopt new technologies where our products may be displaced in favor of other products or services,services which may notface beless featuredregulation or otherwiseare available,unavailable, or may otherwise be rendered obsolete and unmarketable;
•there are adverse changes in our products that are mandated by legislation, regulatory authorities or litigation, including settlementslitigation;
•customers have difficulty accessing our products, or technical or other problemsproblems, such as security breaches, prevent us from delivering our products in a rapid and reliable manner or otherwise affect the customer experience, such as security breaches or failure to prevent or limit spam or similar contentexperience;
•initiatives designed to attract and retain customers are unsuccessful;
•we adopt policies or procedures related to areas such as customer data and information that are perceived negatively by our customers or the general public;
•we elect to focus our customer growth and engagement efforts more on longer-term initiatives, or if initiatives designed to attract and retain customers and engagement are unsuccessful or discontinued, whether as a result of our actions or the actions of third parties or otherwise;
•we or other companies in the online betting and iGamingour industry are the subject of adverse media reports or other negative publicity; or
•we fail to effectively anticipate or respond to customers’ continuously changing and dynamic needs, demands and preferences, such as new casino games or poker variants, or innovative types of sports betting or betting related to new or popular sporting events, as well as emerging technological trends, or where our competitors more effectively anticipate or respond to the same.
If we are unable to maintain or increase our customer base or engagement, or effectively monetize our customer base’s use of our products and product offerings, our revenue may be adversely affected. Any decrease in customer retention, growth or engagement, including player liquidity, could render our products less attractive to customers, which is likely to have a material adverse effect on our business, financial condition and results of operations. If our AMP growth rate slows, we become increasingly dependent on our ability to maintain or increase levels of customer engagement and monetization in order to drive revenue growth. Furthermore, betting and gaming faces competition from other entertainment and leisure activities and there can be no assurance that we will be able to increase or maintain our share of customers’ discretionary spending against such other entertainment and leisure activities.
Our growth prospects may suffer if we are unable to develop successful product offerings or if we fail to pursue additional product offerings.offerings In addition, if we fail toor make the right investment decisions in our product offerings and technology, we may not attract and retain customers and our revenue and results of operations may decline.technology.
The industries in which we operate are subject to rapid and frequent changes in standards, technologies, products and services, as well as in customer demands, expectations and regulations. We must continuously make decisions regarding which product offerings and technology we should invest in to meet customer demand in compliance with evolving industry standards and regulatory requirements, and must continually introduce and successfully market new and innovative technologies, product offerings and enhancements to remain competitive and effectively stimulate customer demand, acceptance and engagement.competitive. Our ability to engage, retain and increase our customer base and to increase our revenue will depend heavily on our ability to successfully create new product offerings, both independently and together with third parties. We may introduce significant changes to our existing technology and product offerings or develop and introduce new and unproven products and services, with which we have little or no prior development or operating experience.experience or which are subject to new and evolving regulatory frameworks. The process of developing new product offerings and systems is inherently complex and uncertain, and new product offerings may not be well received by customers, even if well-reviewed and of high quality.customers. If we are unable to develop technology and product offerings that address customers’ needs or enhance and improve our existing technology and product offerings in a timely manner, it could have a material adverse effect on our business, financial condition and results of operations.
Although we intend to continue investing in our research and development efforts, if new or enhanced product offerings fail to engage our customers or partners, we may fail to attract or retain customers or generate sufficient revenue, operating margin or other value to justify our investments, any of which may seriously harm our business. In addition, management may not properly ascertain or assess the risks of new initiatives, and subsequent events may alter the risks that were evaluated at the time we decided to execute any new initiative. Developing and creating additional product offeringsofferings, such as our prediction markets offering, can also divert management’s attention from other business issues and opportunities. Even if our new product offerings attain market acceptance, those new product offerings have in certain cases cannibalized, and in the future, could continue to cannibalize, the market share of our existing product offerings or share of our customers’ discretionary spending in a manner that could negatively impact our results of operations. Furthermore, such expansion of our business increases the complexity of our business and places an additional burden on our management, operations, technical systemssystems, regulatory compliance obligations and financial resources, and we may not recover the often-substantial up-front costs of developing and marketing new product offerings, or recover the opportunity cost of diverting management and financial resources away from other potential new product offerings. In the event of continued growth of our operations,operations and product offeringsofferings, or in the number of third-partyour third party relationships, we may not have adequate resources, operationally, technologically or otherwise, to support such growth, and the quality of our technology, product offerings or our relationships with third parties could suffer. In addition, failure to effectively identify, pursue and execute new business initiatives, or to efficiently adapt our processes and infrastructure to meet the needs of our innovations, including managing risks associated with new products subject to uncertain, evolving or changing regulatory frameworks, such as our prediction markets offering, may adversely affect our business, financial condition and results of operations.
Any new product offerings may also require our customers to utilize new skillsskills, to use our product offerings. Thiswhich could create a lag in adoption of new product offerings and new customer additions related to any new product offerings. Further, we may develop new product offerings that increase customer engagement and costs without increasing revenue. Additionally, we may make bad or unprofitable decisions regarding these investments. If new or existing competitors offer more attractive product offerings, we may lose customers or customers may decrease their spending on our products. New customer demands, superior product offerings by competitors, new industry standards or changes in the regulatory environment could render our existing product offerings unattractive, unmarketable or obsolete, and require us to make substantial unanticipated changes to our technology or business model. Our failure to adapt to a rapidly changing market, new or changing regulations or evolving customer demands could harm our business, financial condition and results of operations.
Participation in the sports betting industry exposes us to trading, liability management and pricing risk. We may experience lower-than-expected profitability andor potentiallysuffer significant losses as a result offrom a failure to determine accurately the odds in relation to any particular eventevent, including as a result of errors in our odds-setting or bet acceptances processes and/or any failure of our sports risk management processes.
A significant proportion of our revenue is derived from fixed-odds betting products where winnings are paid on the basis of the stake placed and the odds quoted. Odds are determined with the objective of providing an average return to the bookmaker over a large number of events and are set through a combination of algorithmic and manual odds-making processes. However, there can be significant variation in our results event-by-event and day-by-day.
A significant proportion of our revenue is derived from fixed-odds betting products where winnings are paid on the basis of the stake placed and the odds quoted. Odds are determined with the objective of providing an average return to the bookmaker over a large number of events. However, there can be significant variation in our results event-by-event and day-by-day. We have systems and controls that seek to reduce the risk of daily losses but there can be no assurance that these will be effective in reducing our exposure, and, consequently, our exposure to this risk in the future.exposure. As a result, in the short term, there is less certainty of generating positive results, and we may experience (and we have from time to time experienced) significant losses with respect to individual events or betting outcomes, in particularparticularly if large individual bets are placed on an event or betting outcome or series of events or betting outcomes. OddsIn particular, odds compilers and risk managers are also capable of human error;error, thus,and evenalgorithms allowingand data feeds may fail or operate as designed but produce incorrect or unintended outcomes. In some cases, odds offered may constitute obvious or “palpable” errors (such as inverted lines or odds that are materially different from the true odds of an outcome), whether due to human error, system limitations or data issues. While it is generally commonplace in many jurisdictions for theoperators factto thatvoid abets numberassociated ofwith bettingsuch productserrors, areour ability to do so may be subject to cappedregulatory pay-outs,approval significantand volatilityoversight and has been subject to regulatory challenge in the past, particularly in the United States where regulatory approaches vary by state. There can occur.be no assurance that regulators will permit the voiding of such bets, or that approval will be granted in a timely manner or at all, which has in the past and may in the future require us to honor bets at erroneous odds and incur losses. In addition, it is possible that therewe may be suchrequired ato highchallenge volumeadverse ofdeterminations tradingthrough duringadministrative anyor particularjudicial periodproceedings, thatwhich evenmay automated systems wouldnot be unablesuccessful and our decisions to addressvoid andbets eradicatecould allthemselves risks.be challenged in court, where we may not ultimately prevail. Any significant losses resulting from such errors could have a material adverse effect on our business, financial condition and results of operations.
The success of certain of our products, including poker, exchange and daily fantasy sports (“DFS”), depends upon maintaining liquidity.
Betfair Exchange, FanDuel’s DFS business, PokerStars’ poker business and Junglee Games’ rummy business operate with, and their success is dependent on, high levels of liquidity. A significant reduction of this liquidity, or any legislative or regulatory measures taken to ring-fence that liquidity, could have a material adverse impact on the attractiveness of those products as well as eroding their key competitive strengths. The occurrence of any event causing an adverse impact on the liquidity available to Betfair Exchange, FanDuel’s DFS or PokerStars’ poker business could result in a reduction in the number of customers who are willing to use these products and services, which, if it were to arise to a material degree, could have a material adverse effect on our ability to generate revenue from those businesses. While we have taken measures to ensure our liquidity position from time to time, we cannot assure you that similar measures will provide the required results in the future or effectively mitigate the disruption and cost to our business, and that no further liquidity solutions will be necessary.
Uncertainty as to the legality of online betting and/or iGaming or adverse public sentiment towards online betting and/or iGaming may deter third-partythird party suppliers from dealing with us.
The willingness of third-partythird serviceparty providerssuppliers to provide their services to us may be affected by their own assessment of the legality of their provision of services to us, our business or the broader online betting and iGaming sector and by political or other pressure brought to bear on them.pressures. Adverse changes in laws, regulations or enforcement policies in any jurisdiction may make the provision of key services to us unlawful or otherwise problematic in such jurisdictions. To the extent that third-party suppliers are unwilling or unable to provide us with services, this may have a material adverse effect on our licenses and impact our ability to generate revenue from offering our products and services to customers. See “—Risks Relating to Information Technology Systems and Intellectual Property—We depend on third-party providers and other suppliers for a number of products (including data and content) and services that are important to our business. An interruption, cessation or material change of the terms for the provision of an important product or service supplied by any third party could have a material adverse effect on our business, financial condition and results of operations.”
In addition to any legal or regulatory reasons why a third-party service provider may not be willing to provide us with services,addition, certain third-partythird party service providers may be reluctant to provide us with services dueif to concerns regarding public, political, regulatory or market sentiment toward the betting and gaming industry. Certain third-party service providers maythey determine that an association with us could result, directly or indirectly, in adverse consequences for their business and so they may be unwillingdue to provideconcerns theirregarding servicespublic, topolitical, us and/or prohibitregulatory or restrictmarket oursentiment customers from using such third-party service provider’s technology, business or services fortoward the purposes of interacting withbetting and/or doinggaming business with us.industry. For example, certain software and/or hardware companies may refuse to make their devices or software compatible with our betting and iGaming applications or other online product offerings to customers and/or they may restrict access to our betting and iGaming applications through such third party’s platforms. Therethere have been cases of internet service providers blocking iGaming websites in certain of the European jurisdictions in which we operate without a local, territory or point of consumption license because those jurisdictions do not have such a licensing framework in place, and further instances could potentially reduce our market share of iGaming in such countries. InTo addition,the banksextent and/that third party suppliers are unwilling or otherunable paymentto processorsprovide us with services, this may prohibithave ora restrictmaterial customers’adverse effect on our licenses and impact our ability to processgenerate paymentsrevenue relatingfrom offering our products and services to online betting and iGaming websites or applications on a mandatory basis or at the request of a customer. Should such restrictions and rejections become more prevalent, betting and iGaming activity by our customers or the conversion of registered customers into AMPs could be adversely affected,customers, which in turn could have a material adverse effect on our business, financial condition and results of operations.
Our business depends on our ability to attract, retain, motivate and develop key personnel, and our failure to do so or to maintain adequate succession planning for key positions could materially adversely affect our business, financial condition and results of operations.
Our business operations and strategic objectives are substantially dependent upon the continued service, expertise, and leadership of our key personnel, including senior management, technical specialists, and other critical employees. The loss of services of one or more of our key personnel, whether due to resignation, retirement, disability, death, or other circumstances, could have a material adverse effect on our business, financial conditions and results of operations.
Competition for qualified personnel for critical skill areas is intense, and we may not be able to successfully attract, retain, or motivate key personnel. Equity-based awards comprise a key component of management compensation, and if our ordinary share price declines or becomes volatile, it may be difficult to retain or motivate such individuals. Our inability to recruit suitable replacements for key personnel in a timely manner, or the failure to develop adequate succession plans for critical positions, could result in significant operational disruptions, loss of institutional knowledge, impaired execution of our business strategy, and leadership gaps that could materially and adversely affect our competitive position, business, financial conditions, and results of operations.
Furthermore, the integration and training of new personnel require significant time and resources, and there can be no assurance that new hires will perform as expected or contribute to our business objectives in the anticipated timeframe. Any prolonged inability to fill key positions or effectively manage leadership transitions may impair our ability to execute our business plan and achieve our strategic objectives, which could have a material adverse effect on our business, financial condition, and results of operations.
Failure to attract, retain and motivate key employees may adversely affect our ability to compete, and the loss of key personnel could have a material adverse effect on our business, financial condition and results of operations.
We depend on the services of our senior management as well as our key technical, operational, marketing and management personnel. The acquisition and successful retention of senior management and key talent across the Group is critical to our achieving our strategic objectives and to satisfying the needs of our growing organization. The loss of any key persons could have a material adverse effect on our business, financial condition and results of operations. Our success is also highly dependent on our continuing ability to identify, hire, train, motivate and retain highly qualified technical, operational, marketing and management personnel. Competition for such personnel can be intense, and we cannot assure you that we will be able to attract or retain such highly qualified personnel in the future. Equity-based awards comprise a key component of management compensation, and if our ordinary share price declines or becomes volatile, it may be difficult to retain or motivate such individuals. Our potential inability to attract and retain necessary personnel may have a material adverse effect on our business, financial condition and results of operations.
The leadership of our current senior management team has been a critical element of our success. The departure, death or disability of any such members of senior management or other extended or permanent loss of any of their services, or any negative market or industry perception with respect to any of them or their loss, could have a material adverse effect on our business, financial condition and results of operations.
Our success may be impacted by restrictions on our ongoing ability to market to our customers in certain jurisdictions.
Our acquisition and retention of AMPs depends in certain jurisdictions depends upon our ability to effectively market to our existing and potential customers, including through affiliate marketing. There are limitations to and, in some cases, prohibitions on the online and offline marketing channels that are available to us as a result of applicable laws and regulations. For example,regulations in Australia,several sincemarkets Marchin 2018,which thewe commonwealthoperate, government has upheld bans on gambling advertising during live sports broadcasts (including online streaming of sporting events) between 5:00 amAustralia and 8:30 pm. Further restrictions on advertising may come into place following a parliamentary inquiry in 2023 into online gambling and its impacts on those experiencing gambling harm. In Italy, an “advertising ban” entered into force at the beginning of 2019. This included a complete ban on direct and indirect advertising, sponsorship, the use of influencers and all other forms of communications with promotional content relating to games or betting with cash winnings.Italy. Other jurisdictions, including, for example, Brazil, Spain, Ireland and Belgium, are also taking actions to further restrictingrestrict advertising in their markets.markets, including placing limitations on the timing of, and the use of ambassadors for, gambling promotion.
Additional restrictions or the loss of marketing channels that are currently available to usus, including the introduction of new regulatory or marketing restrictions in jurisdictions where such restrictions did not previously apply or were less onerous, may further restrict our ability to attract and maintain AMPs and may have a material adverse effect on our ability to generate revenue in any jurisdiction implementing such restrictions. See “—Our operational efforts to expand our customer base in existing and new geographic markets, particularly with respect to our U.S. business, which is critical to our long-term ambitions, including our efforts to cross-sell to existing customers, may not be successful.”
We may require additional capital to support our growth plans, and such capital may not be available on terms acceptable to us, if at all. This could hamper our growth and materially and adversely affect our business.
We intend to make significant investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new product offerings and features or enhance our existing platforms, improve our operating infrastructure or acquire complementary businesses, personnel and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds, which may involve increased funding costs due to rising interest rates. See “—Financial and Banking Risks Relating to Our Operations—Our strategy could be materially adversely affected by our indebtedness.”
Our ability to obtain additional capital, if and when required, will depend on our business plans, investor demand, our operating performance, capital markets conditions and other factors. If we raise additional funds by issuing equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our currently issued and outstanding equity or debt, and our existing shareholders may experience dilution. If we are unable to obtain additional capital when required or on satisfactory terms, our ability to continue to support our business growth or to respond to business opportunities, challenges or unforeseen circumstances could be materially and adversely affected, and our business may be harmed.
We may engageencounter difficulties in integrating, separating and managing acquisitions, divestitures or other strategic transactions or alliances, whichand, are subject to domestic and foreign regulatory requirements, and may encounter difficulties in integrating, separating and managing these businesses and therefore wetherefore, may not realize the anticipated benefits.benefits of such transactions.
We mayhave enterentered into a number of business combinations in recent years, including the acquisitions orof (i) NSX Group in May 2025, (ii) Snaitech S.p.A in April 2025, (iii) Maxbet in January 2024 and (iv) Sisal in August 2022. We regularly evaluate acquisition and other strategic transactions,transaction opportunities, including partnerships,partnerships (such as our recent partnership with CME for the provision of prediction markets contracts), joint ventures, mergers, divestitures, investments or strategic alliances, aswhich wellopportunities asmay evaluatebe material to our portfolio for potential divestitures, if appropriate opportunities become available.business. Any future transactions may pose regulatory, antitrust, integration, tax and other risks.risks, Any of these factorswhich may significantly affect the benefits or anticipated benefits of such transactions and consequently our results of operations. Competition for strategic transactions in our industry has escalated during recent years, and such competition may increase costs of such transactions or cause us to refrain from entering into certain such transactions. Furthermore, any such transactions will require significant management time and resources and may require the diversion of resources from other activities. There can be no assurance that we will identify or successfully complete transactions with suitable candidates in the future, that we will consummate these transactions at rates similar to the past or that completed transactions will be successful. Strategic transactions may involve operational or other changes, significant cash expenditures, debt incurrence, assumed or retained liabilities, operating losses and expenses that could have a material adverse effect on our business, financial condition, results of operations and cash flows. Furthermore, we may not realize the degree, or timing, of benefits we anticipate when we first enter into a transaction.
We have entered into a number of business combinations in recent years, including the combination with TSG in May 2020, the acquisition of Junglee Games in January 2021, the acquisition of tombola in January 2022, the acquisition of Sisal in August 2022 and the acquisition of MaxBet in January 2024, as well as the planned acquisitions of NSX Group and Snaitech S.p.A., which we expect to complete in 2025. We regularly evaluate acquisition and other strategic transaction opportunities, which opportunities may be material to our business.
•difficulties in the integration ofintegrating operations and systems;
•assimilating employees;
•difficulties in the assimilation of employees, including possible culture conflicts and different opinions on technical decisions and product roadmaps;
Management's Discussion & Analysis (MD&A)
New heading “Goodwill impairment”
New heading “Allocation of Goodwill to Reporting Units and Goodwill Impairment Testing”
New heading “Goodwill Impairment Testing”
Removed heading “Listing of Our Ordinary Shares on the New York Stock Exchange”
Removed heading “Impact and Remediation of Internal Controls Deficiencies”
Removed heading “Syndicated Facility Agreement (the “Term Loan B Agreement”)”
Removed heading “Amended and Restated Commitment Letter”
Largest changes
“As discussed in Part I, we have identified deficiencies in our internal control over financial reporting that constitute material weaknesses. See “Item 1A. Risk Factors—Risks Relating to Ownership of Our Ordinary Shares—We have identified deficiencies in our internal control over financial reporting that constitute ‘material weaknesses’ as defined in Regulation S-X. If we are unable to remediate these deficiencies, or if we identify material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting to the standards required by U.S. …”see in full comparison
“Allocation of Goodwill to Reporting Units and Goodwill Impairment Testing”see in full comparison
“(3)During the year ended December 31, 2025, impairment of $561 million is mainly related to Junglee. 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 impaired assets substantially consists of goodwill of $517 million, acquired and developed intangibles of $32 million and other long-lived assets of $7 million. …”see in full comparison
“Under the quantitative goodwill impairment test, we measure the fair value of the reporting units. As quoted market prices are not available for our reporting units, the valuation of the respective reporting unit is estimated using both income-based and market-based valuation methods. The income-based valuation method utilizes a discounted cash flow model that requires several assumptions, including future sales growth and operating margin levels as well as assumptions regarding future industry-specific market conditions. …”see in full comparison
Full comparison: every changed paragraph (248)
Access to significant market opportunity: TheLong U.S.runway marketof isfuture growth expected to continue to experience significant growth as additional U.S. states are expected to legalize sports betting and iGaming. Outside of the U.S., the market is already very large and continues to grow.
Win in the U.S. by (i) extending FanDuel Sportsbook's lead as the primary sportsbook in the U.S., (ii) cementing FanDuel Casino's position as the #1 casino brand and operator by gross gaming revenue and (iii) extend and deepen customer engagement through our Flywheel businesses, and (iv) transforming our earnings profile through operating leverage. We believe that we have a sustainable winning strategy driven by (i) the most efficient acquisition engine, (ii) a superior product proposition, (iii) a world class generosity proposition, and (iv) the best pricing in the market, enabled by our leading talent, technology and data platform and enhanced approach to government and public affairs. In addition, prediction markets are a significant incremental growth opportunity for FanDuel. We believe prediction markets will be TAM expansive; broadening reach by bringing sports markets to the approximately 40% of the U.S. population who cannot currently access online regulated sportsbooks, and by accessing a much broader range of “entertainment-first” customers. We are exceptionally well positioned to harness this opportunity given the nationwide strength of the FanDuel brand and our sports betting expertise, our deep understanding of this space gained through operating the Betfair Exchange, and our powerful strategic partnership with CME Group.
•Sustainable revenue growth: We seek to expand the Group’s player base and grow player value through product innovation and efficient player incentive spend. We believe that there are significant revenue growth opportunities for both our U.S. and ex-U.S.International businesses. As more U.S. states have legalized sports betting and iGaming, ourOur U.S. business has grown revenue by 32%,20%, from $4,404 million in fiscal 2023 to $5,798 million in fiscal 2024.2024 Excludingto $6,967 million in fiscal 2025. FanDuel is also expanding into the newly emerging prediction markets space in the U.S. business,which we havebelieve will provide an incremental opportunity for growth. Our International segment has grown revenue by 12%,14%, from $7,386 million in fiscal 2023 to $8,250 million in fiscal 2024,2024 to $9,416 million in fiscal 2025, and we believe that our International “Consolidate and Invest” markets, which include UKI, Australia, Italy, Turkey,Türkiye, Georgia, Armenia, Spain, Serbia, Morocco, Brazil and India,Brazil, provide the platform for continued high levels of future growth.
•Margin benefits: We seek to increase the efficiency of our marketing investment and operating leverage to deliver high net income (loss) margins and Adjusted EBITDA Margins. The Group’s net income (loss) margins and Adjusted EBITDA Margins have been negatively impacted in recent years by significant investments in marketing and customer acquisition in the U.S. division.segment. As we deliver against our U.S. strategy, the net income (loss) margin and Adjusted EBITDA Margin of the U.S. divisionsegment have improved and we expect this trajectory to continue and drive further improvement in our consolidated net income (loss) margin and Adjusted EBITDA Margin over time.
•Significant cashflow generation: Although acquisitions have resulted in increased long-term debt in recent years, we believe that sustainedour revenuedisciplined capital allocation policy provides the flexibility to respond effectively to evolving market conditions and emerging opportunities. In 2026, we will prioritize significant capital deployment across both organic investment in our core business and strategic investment in the newly emerged prediction markets opportunity. Profit growth and margincash benefitsgeneration willis combine with low levels of capital intensity dueexpected to the scalable nature of our technology platforms, and positive working capital from our growing business, will permit uscontinue to reduce ourdrive leverage ratio and generate significant cash flow over timereduction and unlock capital allocation opportunities for the Group. As of the end of fiscal 20242025 and 2023,2024, we had total long-term debt of $6,736$12,266 million and $7,056$6,736 million, respectively.
(ii)Value creative M&A: We have clear criteria for acquiring bolt-on, “local-hero” brands, with podium (i.e. top-three) positions in high-growth markets. These local heroes are then complemented in the post-acquisition period by the benefits of the Flutter Edge. Our acquisitions of FanDuel, Adjarabet, Junglee Games, tombola, Sisal, MaxBet, Snai and MaxBetNSX are examples of this strategy. We believe that there remains significant further M&A potential to add market-leading businesses in regulated markets where the Group does not currently have a presence.
(iii)Returns to shareholders: We expect that the Group’s projected cash generation will permit us to return to shareholders capital that cannot be effectively deployed in organic investment or value creative M&A. We have recently announced a share repurchase program through which we expect to return up to $5 billion to shareholders. We remain committed to returning capital to shareholders overin line with our longer-term policy. However, we are adopting a more flexible approach in the nextnear fewterm years.to accommodate strategic investment priorities. As of December 31, 2025, we have completed $1.1 billion of this share repurchase program. See “— Liquidity and Capital Resources” below for additional information regarding the share repurchase program.
We had a net income (loss) income per share of $0.24,$(1.75), $0.24 and $(6.89) and $(2.44) for fiscal 2024,2025, fiscal 20232024 and fiscal 2022,2023, respectively.
Our principal products include sportsbook, iGaming and other products, such as exchange betting, pari-mutuel wageringwagering, DFS and DFS.prediction markets product offerings in the U.S. For fiscal 2024,2025, 56%53% of our revenue was derived from sportsbook, 40%44% of our revenue was derived from iGaming, and 4%3% of our revenue was derived from other products, while 91%88% of our revenue at the Group level was generated from our online businesses. Our online operations are complemented by 1,1501,127 retail shops, mainly in the United Kingdom, Ireland, Italy and Serbia. In each market, we typically offer sports betting, iGaming, or both, depending on the regulatory conditions of that market.
In the first quarter of 2025, the Company updated its internal reporting, including the information provided to the chief operating decision maker to assess segment performance and allocate resources, and, as a result, will update its reportable segments in its quarterly report on Form 10-Q for the period ending March 31, 2025. Following these changes, the Company will have two reportable segments: U.S. and International, (which will include what was our UKI, International and Australia segments).
During fiscal 2022, fiscal 2023 and fiscal 2024, weWe operated a divisional management and operating structure across our geographic markets. Each division has an empowered management team responsible for maintaining the momentum and growth in their respective geographic markets. OurEffective divisions were: (i) U.S., (ii)from the Unitedfirst Kingdomquarter of fiscal 2025, the Company updated its internal reporting, including the information provided to the chief operating decision maker to assess segment performance and Irelandallocate (“UKI”),resources, (iii)and, Internationalas anda (iv)result, Australia,updated which aligned with our fourits reportable segments.segments for fiscal 2025.
The Company reports its consolidated financial statements based on two reportable segments:
•U.S.; and
•International (which includes what was formerly our UKI, International and Australia segments), Segment results for fiscal 2024 and fiscal 2023 have been revised to reflect the change in reportable segments.
See Part I, “Item 1. Business—Our Business” for additional information regarding our products and geographies.
(i)U.S.: Our U.S. division offers sports betting, casino, DFS and horse racing wagering products to players across various states in the United States, mainly online but with sports betting services also provided through a small number of retail outlets, and certain online products in the province of Ontario in Canada.
The U.S. division is our fastest growing and our largest division, constituting $5,798 million (or 41%) of our revenue for fiscal 2024. For the year ended December 31, 2024, we had an approximately 44% share of the online sports betting market in the states where FanDuel sportsbook was live and an approximately 25% share of the iGaming market in states where FanDuel casino was live.
The U.S. division consists of the following brands: FanDuel and TVG. As of December 31, 2024, our FanDuel online sportsbook was available in 23 states (Vermont and North Carolina were added in the fiscal quarter ended March 31, 2024 and the District of Columbia in the fiscal quarter ended June 30, 2024), our FanDuel online casino was available in 5 states, our FanDuel paid DFS offering was available in 44 states, our FanDuel or TVG online horse racing wagering product was available in 32 states and our FanDuel free-to-play products were available in all 50 states.
(ii)UKI: In the United Kingdom and Ireland, we offer sports betting (sportsbook), iGaming products (games, casino, bingo and poker) and other products (exchange betting) through our Sky Betting & Gaming, Paddy Power, Betfair and tombola brands. Although our UKI brands mostly operate online, this division also includes our 563 Paddy Power betting shops in the United Kingdom and Ireland as of December 31, 2024. Our UKI division constituted $3,598 million (or 26%) of our revenue for fiscal 2024.
(iii)International: Our International division includes our operations in over 100 global markets and offers sports betting, casino, poker, rummy and lottery, mainly online.
Sisal, the leading iGaming operator in Italy, is the largest brand in the International division following its acquisition in August 2022. The International division also includes PokerStars, Betfair International, Adjarabet and Junglee Games and most recently MaxBet which we acquired an initial 51% controlling stake in January 2024. MaxBet is a leading omni-channel sports betting and gaming operator in Serbia, creating an opportunity to accelerate growth and deliver a gold medal position in the Balkans region. In addition, effective from January 1, 2024, subsequent to our decision to close the sports betting platform FOX Bet, we reorganized how the PokerStars (U.S.) business is managed which resulted in a change in operating segment composition. From January 1, 2024, PokerStars (U.S.) is included in the International segment as opposed to the U.S. segment.
We plan to continue to diversify internationally and are taking our online offering into regulated markets with a strong gambling culture and a competitive tax framework under which we have the ability to offer a broad betting and iGaming product range.
Our International division constituted $3,257 million (or 23%) of our revenue for fiscal 2024.
(iv)Australia: In Australia, we offer online sports betting products through our Sportsbet brand, which operates exclusively in Australia and offers a wide range of betting products and experiences across local and global horse racing, sports, entertainment and major events. Our Australia division constituted $1,395 million (or 10%) of our revenue for fiscal 2024.
Listing of Our Ordinary Shares on the New York Stock Exchange
On January 29, 2024, our ordinary shares began trading on the NYSE under the symbol “FLUT.”
Segment results for the year ended December 31, 2024,2024 and 2023, have been revised to reflect the change in operating segment measurement and change in operating segment composition.
AMPs is defined as the average over the applicable reporting period of the total number of players who have placed and/or wageredhad a stakebet settled and/or contributed to the 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 each of our divisionssegments 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 divisionsegment and Group levels while also counting this player as one AMP for each separate product category that the player is using. For example, a player who uses FanDuel Sportsbook in the sportsbook product category and FanDuel Casino in the iGaming product category, in each case within the U.S. division,segment, would appropriately count as one AMP for each of the sportsbook product category and the iGaming product category but only as one AMP for the U.S. divisionsegment and one AMP for the Group as a whole. As a result, the sum of the AMPs presented at the product category level in each of our U.S., UKIU.S. and International divisions,segments, where we offer multiple product categories (and in contrast to our Australia division, where we only offer our sportsbook product category),categories, is greater than the total AMPs presented at the divisionsegment level. For example, we reported within our U.S. divisionsegment for fiscal 2024,2025, AMPs of 3.13.3 million for our sportsbook product category, AMPs of 0.81.0 million for our iGaming product category and AMPs of 0.5 million for our other product category, while reporting AMPs for our U.S. divisionsegment of 3.84.0 million (which figure is lower than the sum of 4.44.7 million that would be calculated by adding AMPs presented at the product category levels). Because the AMPs we present for the consolidated Group as a whole simply represent the sum of the AMPs we present for each of our four divisions,segments, the sum of the AMPs we present for each of our product categories at the Group level will also exceed the total AMPs we present for the consolidated Group as a whole.
Notwithstanding 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 brandsbrands, and we therefore count this player multiple times. For example, a player who uses Sky Betting & Gaming Sportsbook in the sportsbook product category and Paddy Power Casino in the iGaming product category, in each case within the UKIInternational division,segment, would appropriately count as one AMP for each of the sportsbook product category and the iGaming product category; however, this player would also count as two AMPs (rather than one AMP) for the UKIInternational divisionsegment and two AMPs (rather than one AMP) for the Group as a whole. In addition, a player who uses Sky Betting & Gaming Sportsbook in the sportsbook product category and Paddy Power Sportsbook in the sportsbook product category, in each case within the UKIInternational division,segment, would count as two AMPs (rather than one AMP) for the sportsbook product category, two AMPs (rather than one AMP) for the UKIInternational divisionsegment and two AMPs (rather than one AMP) for the Group as a whole. We are unable to quantify the level of duplication that arises as a result of these circumstances, but do not believe it to be material and note that it arises primarily in our UKI division,region, where we offer multiple successful brands within multiple product categories, but where we believe that most players tend to utilize only one brand given each brand has its own separate registration system and player platform.
In addition to the duplication that arises when the same individual player is using multiple brands as described in the immediately preceding paragraph, we do not eliminate from the AMPs information presented for the Group as a whole duplication of individual players who use our product offerings inwithin multipleour divisionssegments during the reported period. For example, a player who uses Betfair Casino in the iGaming product category within the UKI divisionU.K. and PokerStarsSisal Sports in the sportsbook product category withinin the International divisionItaly would appropriately count as one AMP for each of the iGaming product category and the sportsbook product categorycategory. and would appropriately count as one AMP for each of the UKI division and the International division; as a result,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 divisionsegment to sign up for an account, and accordingly such duplication could only arise in the circumstance of an individual player having multipleone or more residences acrossin differenteach divisions.of our segments.
In certain periods under discussion below, we have entered into acquisitions and disposals. This approach is consistent with our business strategy of investing to build leadership positions in regulated markets globally. We intend to continue to make similar investments in the future in attractive, fast-growing markets where growing our business organically is typically slower or more difficult to achieve. These acquisitions and disposals affect various aspects of our results of operations and either increase or decrease our results of operations for the periods in which their results are combined with (or removed from) our consolidated financial statements. Acquisitions, in particular, can involve significant investments to integrate the business of the acquired company with our business, and such costs may vary significantly from period to period. Accordingly, the impact of acquisitions and divestments may result in our financial information for such periods being less comparable to, or not being comparable at all, to prior financial periods.
The acquisitions and disposals that we completed in thefiscal periods2024 underand discussion2025 are noted below:
•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 terminated certain existing market access and retail agreements for an amount of $205 million. The Group also entered into new collaboration and market access agreements with Boyd. The acquisition brings the Group’s holding in FanDuel to 100% (subject to the Fox Option).
•In January 2024, we acquired an initial 51% controlling stake in MaxBet, a leading omni-channel sports betting and gaming operator in Serbia for cash consideration of $143 million (€131 million). The share purchase agreement includes call and put options to acquire the remaining 49% stake in 2029.
•On August 4, 2022, we completed the acquisition of Sisal, Italy’s leading iGaming operator, from CVC Capital Partners Fund VI for cash consideration of $2,037 million.
•On July 1, 2022, we acquired the remaining 49.0% stake in Adjarabet, one of the largest iGaming operators in the regulated Georgian market, for consideration of $251 million, bringing our holding in Adjarabet to 100%, an increase from our previous controlling interest of 51.0%, which we acquired in February 2019.
•On January 10, 2022, we acquired tombola, one of the leading online bingo operators in the UK market. The purchase comprised of a cash payment of $557 million.
In•On SeptemberMay 2024,14, 2025, we announced two strategic acquisitions. First:completed the acquisition of a 56% interest in NSX Group,Group (“NSX”), a leading Brazilian operator of the Betnacional brand for a total consideration of BRL 3,799 million ($674 million) comprising of a provisional cash consideration of approximately $320BRL 1,961 million (Brazilian Real 1,981$348 million), subject to customary completion accounts adjustments with a redemption mechanism in the form of call and put options which allows us to acquire the remaining interest in NSX in year five and year ten following the completion date. Second, the acquisitiondate of 100%acquisition. ofNSX Snaitechis S.p.A., one of Italy’s leading omni-channel operators for a cash consideration of $2.4 billion (€2.3 billion). We expect these acquisitions to be completed in 2025 subject to customary closing conditions. We believe that both acquisitions fully align with our strategy to invest in leadership positions in international markets and will expand our reachincluded in the attractiveInternational marketssegment from the date of Brazil and Italy.acquisition.
•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 €2.3 billion ($2.6 billion). Snai is included in the International segment from the date of acquisition.
•In January 2024, we acquired an initial 51% controlling stake in MaxBet, a leading omni-channel sports betting and gaming operator in Serbia for cash consideration of €131 million ($143 million). The share purchase agreement includes call and put options to acquire the remaining 49% stake in 2029.
We are also closely monitoring developments around prediction markets, including among other things heightened competition, actions by state regulators, actions by the CFTC, legal proceedings and potential opportunities for FanDuel. We have launched our FanDuel Predicts product in the U.S., developed in partnership with CME Group. The staggered launch began in December 2025 and continued into January 2026. Customers can now access financial contracts markets nationwide, while sports event contracts are available in 18 states, including California, Florida, and Texas.
We operate in a highly regulated industry, where laws and legislations are ever-changing. On the one hand, this provides us with opportunities for expansion of our footprint into new markets. For example, in the U.S., we launched our online sportsbook products in New York, Louisiana, Wyoming, Kansas and Maryland in fiscal 2022, Ohio and Massachusetts in fiscal 2023 and2023, Vermont, North Carolina and the District of Columbia in fiscal 2024, and Puerto Rico and Missouri in fiscal 2025, following thechanges recent relaxation ofin state regulations.law.
The regulatory environment can, however, also place limitations on the online and offline marketing channels or alter the way in which players engage with our products in certain markets. For example, in India, the Promotion and Regulation of Online Gaming Act, 2025 (the “Act”), which was passed by the Indian Parliament and received Presidential assent on August 22, 2025, bans all forms of online real money gaming in India. As a result of the Act, from August 22, 2025, Junglee ceased offering all real-money games in India. Further, in Brazil, on May 29, 2025, Brazil’s Senate approved a bill implementing new rules to ban betting advertising during live sports broadcasts and prohibit the use of celebrities, influencers, and active athletes in gambling promotions. The bill will now be deliberated in the Chamber of Deputies. In addition, in Italy, an “advertising ban” has been in force since the beginning of 2019. This included a complete ban on direct and indirect advertising, sponsorship, the use of “influencers” and all other forms of communications with promotional content relating to games or betting with cash winnings. Any such bans on advertising could impact our ability to offer our products and expand our customer base, thereby slowing our growth in these regions. Also, in UKI, regulatory changes and responsible gambling initiatives being introduced by operators are also leading to slower market growth. Significant changes in our ability to operate in a large betting or iGaming market in the future or a number of smaller betting or iGaming markets which collectively are material, could have a material adverse effect on our business, financial condition and results of operations. See “Item 1A. Risk Factors—Adverse changes to the regulation of online betting and iGaming, or their interpretation by regulators, could have a material adverse effect on our business, financial condition and results of operations” and “Item 1A. Risk Factors—Our success may be impacted by restrictions on our ongoing ability to market to our customers in certain jurisdictions”.
The regulatory environment can, however, also place limitations on the online and offline marketing channels or alter the way in which players engage with our products in certain markets. For example, in Italy, an “advertising ban” has been in force since the beginning of 2019. This included a complete ban on direct and indirect advertising, sponsorship, the use of “influencers” and all other forms of communications with promotional content relating to games or betting with cash winnings. Also, in UKI, regulatory changes and safer gambling initiatives being introduced by operators are also leading to slower market growth.
Impact and Remediation of Internal Controls Deficiencies
As discussed in Part I, we have identified deficiencies in our internal control over financial reporting that constitute material weaknesses. See “Item 1A. Risk Factors—Risks Relating to Ownership of Our Ordinary Shares—We have identified deficiencies in our internal control over financial reporting that constitute ‘material weaknesses’ as defined in Regulation S-X. If we are unable to remediate these deficiencies, or if we identify material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting to the standards required by U.S. securities laws, we may not be able to accurately report our financial condition or results of operations or prevent fraud.”
In order to remediate the identified deficiencies, management has developed a comprehensive remediation plan. Details of the material weaknesses and the remediation plan are set out in “Item 9A. Controls and Procedures”. During the fiscal year ended December 31, 2024, the Company has not incurred material costs as part of its remediation efforts; however, we cannot provide an estimate of costs expected to be incurred in connection with the implementation of this remediation plan. We expect the remediation to be time consuming and place significant demands on the Company’s financial and operational resources, but we do not believe the costs involved are reasonably likely to be material. Management does not believe that the material weaknesses had a material impact on the financial condition, results of operations or cash flows of the Company for the year ended December 31, 2024.
Sales and marketing expenses consist primarily of expenses associated with advertising, sponsorships, market research, promotional activities, amortization of trademarks and customer relations, and the compensation and employee benefits of sales and marketing personnel, including share-based compensation expenses. Advertising costs are expensed as incurred and are included in sales and marketing expenses in our Consolidated Statements of Comprehensive Income (Loss).
Goodwill impairment
Goodwill impairment loss is recorded when the fair value of a reporting unit is less than its carrying amount.
Other Income (Expense) Income,, Net
Other income (expense) income,, net includes foreign exchange gain/(loss) on financing instruments associated with financing activities, changes in the fair value of the Fox Option, investments, derivative instruments, contingent considerations, gain/(loss) on disposals and settlement of long-term debt.
Income Tax Benefit (Expense) Benefit
Income tax benefit (expense) benefit represents income tax benefit (expense) benefit generated in jurisdictions where the Group operates. Our effective tax rates will vary depending on the relative proportion of foreign to domestic income, interest, penalties, changes in the valuation of our deferred tax assets and liabilities, changes in unrecognized tax benefits and changes in tax laws.
(1)In circumstances where a player uses multiple product categories within one brand, we are generally able to identify that it is the same player who is using multiple product categories and therefore count this player as only one AMP at the Group level while also counting this player as one AMP for each separate product category that the player is using. As a result, the sum of the AMPs presented at the product category level presented above is greater than the total AMPs presented at the Group level. AMPs presented above reflects a level of duplication that arises from individuals who use multiple brands or use product offerings in multiple divisions.segments. See “—Key Operational Metrics” above for additional information regarding how we calculate AMPs data, including a discussion regarding duplication of players that exists in such data.
(1)Net income (loss) income margin is net income (loss) income divided by revenue.
Our total revenue grew by 17%, to $16,383 million for fiscal 2025 from $14,048 million for fiscal 2024, with AMPs up 14% to 15.9 million. Revenue in our US segment increased by 20% period over period primarily due to scaling of our U.S. business and strong growth in existing states (pre-2024 states). Revenue in our International segment increased by 14% period over period, primarily driven by the acquisitions of Snai and NSX, which were consolidated for the first time during the second quarter of 2025 and contributed to a 13% increase in revenue period over period. In addition to the acquisition benefit, our existing brands delivered strong momentum in iGaming with revenue increasing 9% period over period, partially offset by a decrease in sportsbook revenue in our existing brands of 6% driven by (i) the prior period containing the European Football Championships (“Euros”) and (ii) the impact of unfavorable sports results in the current period compared to favorable sports results in the prior period.
Cost of sales increased by 22%, to $8,979 million for fiscal 2025 from $7,346 million for fiscal 2024. Cost of sales as a percentage of revenue increased period over period from 52% for fiscal 2024 to 55% for fiscal 2025. Cost of sales as percentage of revenue in our U.S. segment decreased period over period by 100 basis points from 57.8% for fiscal 2024 to 56.8% for fiscal 2025 primarily driven by a 310 basis points benefit primarily from the period over period favorable change in sports results and payment processing and other costs initiatives, partially offset by the impact of an increase in gaming taxes of 210 basis points due to an increase in state taxes during 2025. Cost of sales as a percentage of revenue increased in our International segment by 350 basis points with the acquisitions of Snai and NSX contributing 170 basis points of the period over period increase. The remaining 180 basis points of the increase was primarily driven by (i) a continued shift in revenue mix in favor of iGaming which incurs higher third party costs than sportsbook, (ii) an increase in gaming taxes in CEE and Australia and (iii) the impact of adverse sports results. Additionally, there was a $107 million increase in depreciation and amortization primarily due to (i) the acquisition of Snai, (ii) a change in estimate of asset useful lives and (iii) increased capital expenditures in our U.S. segment.
Technology, research and development expenses increased by 21%, to $991 million for fiscal 2025 from $820 million for fiscal 2024, primarily driven by (i) a $74 million increase in our U.S. segment primarily due to scaling of data storage and processing costs and investment in talent, (ii) a $42 million dollar increase in corporate technology, research and development expenses primarily driven by investment in Flutter Studios, (iii) a $21 million increase due to the consolidation of Snai and NSX, (iv) a $16 million increase due to impairment of Junglee assets driven by the cessation of operations in India in August 2025 and (v) an increase of $12 million in integration related expense primarily driven by the large-scale migrations related to SkyBet and Pokerstars platform integrations in the current period compared to other smaller migrations and integrations in the prior period. These increases were partially offset by a decrease in UKI of $33 million, primarily driven by our UKI efficiency program.
What changed in the latest 10-Q
Risk Factors
There have been no material changes to the risk factors disclosed in “Part I, Item 1A. Risk Factors” in our 2025 Annual Report.
The risks described in our 2025 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.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Six months ended June 30, 2026 compared to six months ended June 30, 2025:”
New heading “Operational and Financial Metrics by Segment”
Largest changes
“Six months ended June 30, 2026 compared to six months ended June 30, 2025:”see in full comparison
“General and administrative expenses increased by 13%, to $1,078 million for the six months ended June 30, 2026, from $956 million for the six months ended June 30, 2025. The increase was primarily as a result of (i) a $29 million increase in our US segment, primarily due to increased headcount and legal costs, and (ii) a $21 million increase in our International segment. …”see in full comparison
see in full comparisonGeneralTechnology, research andadministrativedevelopment expenses increased by24%,17%, to$533$300 million for the three months endedMarchJune31,30,2026,2026 from$431$256 million for the three months endedMarchJune31,30,2025. The increase was2025 primarilyasdrivena result ofby (i) a$40$23 million increase in our US segment primarily due toincreasedanheadcountincrease in server costs, cloud service costs andlobbyinginvestmentcostsin FanDuel Predicts, and (ii)anda$17$21 million increase in ourinternationalInternational segment primarily driven by (a) a $9 million increase due to the acquisitions of Snai andNSXNSX,which(b)contributedcosta $27 million increase which was partially offset by savings from retail closures in UKIinflation andthe(c)reclassificationserverofmigrationthe UK gambling levy to cost of sales. Additionally, there was a period over period increase of $20 million in transaction fees and associated costs due to a super political action committee contribution made by FanDuel to strengthen our advocacy initiatives.costs.
In November 2025, the UK government announced significant increases to remotesee in full comparisongaminggamblingtaxes, includingduties: an increase intheremotetaxgamingrate on online iGamingduty from 21% to 40% effectivebeginningApril2026,2026;andand,onlineansportsincrease in betting duty (excluding horseracing and land-based) from 15% to 25% effectivebeginningApril 2027. Inaddition,July 2026, theUKUnitedgovernment’sKingdomongoingGamblingreviewCommission (“UKGC”) further announced the requirement for financial risk assessments using a staged approach, with timing to be confirmed. The impact ofthetheseUK 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 effectassessments on ourbusiness,businessfinancialisconditionnot yet clear andresultswillofdependoperations.on how they are implemented.
“Technology, research and development expenses increased by 19%, to $559 million for the six months ended June 30, 2026 from $471 million for the six months ended June 30, 2025, due to (i) a $46 million increase in our International segment primarily driven by (a) a $16 million increase due to the acquisitions of Snai and NSX, (b) employee costs driven by investment in research and development activities, (c) server migration costs and, (d) inflation, and (ii) a $30 million increase in our US segment, primarily due to increased server and cloud services costs to match the scaling of our …”see in full comparison
Full comparison: every changed paragraph (132)
Our principal products include sportsbook, iGaming and other products, such as exchange betting, pari-mutuel wagering, daily fantasy sports (“DFS”) and prediction markets productsproduct offerings in the U.S. In each market that we operate in, we typically offer sports betting, iGaming, or both, depending on the regulatory conditions of that market.
US
We believe that our U.S.US segment is the largest growth opportunity for the Group. Since 2018 when the key gamblingsports betting legislation was overturned by the U.S. Supreme Court, a number of states have moved to legalize and regulate online sports betting and online casino gambling at the state level. As of MarchJune 31,30, 2026, FanDuel online sportsbook was available in 26 states or territories, our FanDuel online casino was available in five states, our FanDuel paid DFS offering was available in 43 states, our FanDuel or TVG online horse racing wagering product was available in 32 states, our FanDuel Predicts product for financial, economic and commodities contracts and our FanDuel free-to-play products were available in all 50 states.
We continuedcontinue to see a limited cannibalization impact from prediction markets on growthour existing customer database in regulated sportsbook states based on a comprehensive tracking of deposit data, download data, active tracking and monitoring of the trends we are observing within the FanDuel customer data base. We believe this is attributable to the fundamental differences in product propositions, customer age profiles and concentration of prediction market activity among entertainment-first users. Meanwhile, we continue to view prediction markets as a very attractive, incremental opportunity to acquire customers ahead of sports betting regulation in new states. FanDuel Predicts was expanded nationwide during the first quarter across financial, economic and commodities contracts, with sports available for trading in 18 non-sportsbook states including California, Texas and Florida. We are closely monitoring the implications of the rapid growth in prediction markets on the broader online sports-betting markets.
Our International segment operates in approximately 100 different countries in both locally regulated and locally unregulated marketsmarkets. withSignificant selectregulatory marketsdevelopments during the quarter are discussed below.
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 thesignificant introductionregulatory ofchanges, saferincluding gambling initiatives by operatorstaxation, in thoserecent markets and regulatory changes in Great Britain.years.
In October 2024, the Irish government enacted the Irish Gambling Act,Act 2024, which introduced major reform and consolidation of gambling laws in Ireland, including the creation of athe Gambling Regulatory Authority of Ireland (“GRAI”), whichwith willthe have broad powerspower to publishissue further guidancelicenses and codesenforce ofregulation. conduct.Betting The new licensing framework is expected to belicenses commenced on aJuly phased1, basis,2026 withand, theapplications for gaming licenses applicationare due to be opened by the GRAI induring Februarythe 2026.first quarter of 2027.
In November 2025, the UK government announced significant increases to remote gaminggambling taxes, includingduties: an increase in theremote taxgaming rate on online iGamingduty from 21% to 40% effective beginning April 2026,2026; andand, onlinean sportsincrease in betting duty (excluding horseracing and land-based) from 15% to 25% effective beginning April 2027. In addition,July 2026, the UKUnited government’sKingdom ongoingGambling reviewCommission (“UKGC”) further announced the requirement for financial risk assessments using a staged approach, with timing to be confirmed. The impact of thethese 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 effectassessments on our business,business financialis conditionnot yet clear and resultswill ofdepend operations.on how they are implemented.
Italy is the largest regulated gambling market in the European Union. In recent years, the regulatory framework in Italy has tightened with a ban on online advertising issued in 2019. In August 2023, the Italian government approved the terms of a new legislative decree to reorganize the entire gambling sector with the primary objective of improving player protection, combating illegal gambling and increasing tax revenues through a new licensing framework. In September 2025, Flutter obtained five licenses for all the brands we operate in Italy, whichwith new concessions became effective on November 13, 2025 and will remain valid for nine years.
In April 2026, the Australian government announced reforms to gambling advertising which are expected to enter into force in early 2027. Under the reforms, digital advertising will continue to be permitted, subject to age verification, login and opt-out requirements, while jersey and in-stadia advertising are expected to be banned. The reforms also include a commitment to combat illegal offshore operators, a measure consistent with concerns raised by Sportsbet regarding the risk of consumers migrating to unregulated operators.
On January 1, 2025, Brazil launched its regulated market for online sports betting and casino. Our Betfair and Betnacional brands are licensed by the Ministry of Finance Secretariat of Betting and Prizes (Secretaria de Prêmios e Apostas, “SPA”), each with an individual 5-year renewable license valid until December 31, 2029, enabling us to offer approved online sports betting and casino products in the entire Brazilian national territory. On May 29, 2025, Brazil’s Senate approved a bill implementing new rules to ban betting advertising during live sports broadcasts and prohibit the use of celebrities, influencers, and active athletes in gambling promotions. The bill will now be deliberated in the Chamber of Deputies. In January 2026, Brazil’s president approved the gradual tax increase on gaming operators from 12% on gross gaming revenue to 13% in 2026 followed by further increases to 14% in 2027 and 15% from 2028 onwards. An exclusion register was also introduced as a requirement for licensed operators. This register excludes not only Brazilian customers seeking to self-exclude from licensed gambling operators but also requires that recipients of certain welfare benefits are excluded from gambling with licensed operators.
Other
Among the other international markets in which we operate, Türkiye, Georgia, Spain and Serbia are our four largest markets after UKI, Italy, Australia and Brazil.
Three months ended MarchJune 31,30, 2026 compared to three months ended MarchJune 31,30, 2025:
1.Net (loss) income margin is net (loss) income divided by revenue.
Our revenueRevenue increased by 17%,3%, to $4,304$4,326 million for the three months ended MarchJune 31,30, 2026, from $3,665$4,187 million for the three months ended MarchJune 31,30, 2025. Our AMPs decreased 3%11% period over period to 14 million primarily driven by the cessation of operations in India during 2025. Revenue in our US segment increaseddecreased by 6% period over period, driven by iGaminga growth15% ofdecrease 19% period over period andin sportsbook growthrevenue ofwhich 1%was periodpartially overoffset period.by a 14% increase in iGaming revenue. Revenue in our International segment increased by 27%10% period over period, primarily driven by the acquisitions of Snai and NSX, which were consolidated forfrom theApril first time during the second quarter of30, 2025 and May 14, 2025, respectively, and contributed a 21%6% increase in revenue. In addition to the acquisition benefit, our existing brands delivered strong momentum in iGaming with revenue increasing 10% period over period and sportsbook revenue growth of 1% period over period.
Cost of sales increased by 26%,17% to $2,467$2,613 million for the three months ended MarchJune 31,30, 2026, from $1,956$2,228 million for the three months ended MarchJune 31,30, 2025. Cost of sales as a percentage of revenue increased period over period to 57%60% for the three months ended MarchJune 31,30, 2026 from 53% for the three months ended MarchJune 31,30, 2025. In our U.S. segment, cost of sales as a percentage of revenue increased period over period by 180510 basis points, from 57.4%54.0% for the three months ended MarchJune 31,30, 2025 to 59.2%59.1% for the three months ended MarchJune 31,30, 2026 primarily driven by (i) increased state tax rate increases of 220200 basis points, (ii) a year-over-year 150 basis points increase due to adverse impact from sports results, (iii) increased generosity, and (iv) higher proportion of iGaming revenue which attract costs of sales at a higher rate, which were partially offset by market access savings and arenegotiated year-over-yearcommercial positive impact from less unfavorable sports results.agreements. Cost of sales as a percentage of revenue increased in our International segment by 500580 basis pointspoints, withprimarily driven by an increase in remote gaming tax in UKI and the acquisition of Snai which has a higher cost of sales as a percentage of revenue. Additionally, there was (i) a $21 million increase in depreciation and amortization, primarily driven by (a) the acquisitions of Snai and NSX contributing 210 basis points of the period over period increase. The remaining 290 basis points of the increase was primarily driven by (i) a shift in revenue mix toward higher tax products and regions, (ii) an increase in gaming taxes and licensing in Central and Eastern Europe (CEE) and Southern Europe and Africa (SEA) and (iii) a change in classification of the now-mandatory UK gambling levy from general and administrative costs. Additionally, there was a $59 million increase in depreciation and amortization primarily driven by (i) the acquisition of Snai and (iib) a change in estimate of asset useful lives.lives, and (ii) a $62 million increase in legal loss contingencies due to a provision recorded in the three months ended June 30, 2026 in connection with the Indian GST matter.
Technology, research and development expenses increased by 20%, to $259 million for the three months ended March 31, 2026 from $215 million for the three months ended March 31, 2025 primarily driven by (i) a $25 million increase in our international segment primarily driven by (a) a $11 million increase in UKI primarily due to increased professional fees and (b) a $7 million increase due to the acquisitions of Snai and NSX, (ii) a $7 million increase in our US segment primarily due to increased server costs and increased cloud services costs to match the scaling of our business, and (iii) a $10 million increase in corporate technology, research and development expenses primarily driven by investment in Flutter Edge and Group shared services.
Sales and marketing expenses increased by 15%, to $966 million for the three months ended March 31, 2026, from $840 million for the three months ended March 31, 2025. The increase in sales and marketing expenses were partially driven by an increase in depreciation and amortization expense of $55 million primarily due to amortization of acquired intangible assets from the Snai and NSX acquisitions and change in estimated useful lives in our SkyBet and Pokerstars brands. In our US segment, sales and marketing expenses increased by 1% primarily driven by new state launches and investment in FanDuel Predicts. Sales and marketing expense in our US segment as a percentage of revenue decreased by 90 basis points reflecting the year-over-year swing in sports results. In our International segment, sales and marketing expenses increased by $67 million, or 22%, with the acquisitions of Snai and NSX contributing $65 million of the increase. As a percentage of revenue, sales and marketing expenses decreased by 70 basis points to 14.8% for the three months ended March 31, 2026 primarily due to reduced spend in India and lower relative sales and marketing spend in Snai.
GeneralTechnology, research and administrativedevelopment expenses increased by 24%,17%, to $533$300 million for the three months ended MarchJune 31,30, 2026,2026 from $431$256 million for the three months ended MarchJune 31,30, 2025. The increase was2025 primarily asdriven a result ofby (i) a $40$23 million increase in our US segment primarily due to increasedan headcountincrease in server costs, cloud service costs and lobbyinginvestment costsin FanDuel Predicts, and (ii) and a $17$21 million increase in our internationalInternational segment primarily driven by (a) a $9 million increase due to the acquisitions of Snai and NSXNSX, which(b) contributedcost a $27 million increase which was partially offset by savings from retail closures in UKIinflation and the(c) reclassificationserver ofmigration the UK gambling levy to cost of sales. Additionally, there was a period over period increase of $20 million in transaction fees and associated costs due to a super political action committee contribution made by FanDuel to strengthen our advocacy initiatives.costs.
Sales and marketing expenses increased by 28%, to $1,012 million for the three months ended June 30, 2026, from $789 million for the three months ended June 30, 2025. In our US segment, sales and marketing expenses increased by 61% or 880 basis points as a percentage of revenue, primarily driven by increased spend during the FIFA World Cup and investment in FanDuel Predicts. In our International segment, sales and marketing expenses increased by 18.6% or 120 basis points as a percentage of revenue, primarily due to (i) increased investment during the FIFA World Cup and (ii) investment in Brazil. The increase in sales and marketing expenses was also driven by an increase in depreciation and amortization expense of $16 million, primarily due to the full period amortization of acquired intangible assets from the Snai and NSX acquisitions and change in estimated useful lives in our SkyBet and PokerStars brands.
Operating profit decreased by $144 million, to $79 million for the three months ended March 31, 2026, from $223 million profit for the three months ended March 31, 2025, as a result of the factors above.
Other income (expense), net increased by $95 million, to a $311 million income for the three months ended March 31, 2026, from a $216 million income for the three months ended March 31, 2025. This increase was primarily driven by the movement in the fair value gain on the Fox Option liability of $88 million to a gain of $293 million for the three months ended March 31, 2026 from a gain of $205 million for the three months ended March 31, 2025.
Interest expense, net increased by $71 million, to $156 million for the three months ended March 31, 2026, from $85 million for the three months ended March 31, 2025, primarily due to (a) a $58 million increase in interest expense arising from the (i) issuance of the Senior Secured Notes due 2031 and the (ii) issuance of the USD First Lien Term Loan B due 2032 during the second and third quarter of the prior fiscal year, and (b) a $9 million reduction in interest income earned on cash and cash equivalents balances driven by lower interest rates.
Income tax expense increased by $6 million, to $25 million of income tax expense for the three months ended March 31, 2026, from $19 million of income tax expense for the three months ended March 31, 2025. The increase in income tax expense was primarily attributable to (i) the variability in pre-tax book income and loss and the jurisdictional mix of profits in which the Group has a taxable presence, and (ii) a share-based compensation tax shortfall of $7 million for three months ended March 31, 2026, compared to an excess tax benefit of $4 million for the three months ended March 31, 2025.
Net income decreased by $126 million, to $209 million for the three months ended March 31, 2026, from $335 million of net income for the three months ended March 31, 2025, and net income margin decreased to 4.9% from 9.1% net income margin for the three months ended March 31, 2025, as a result of the factors above.
AdjustedGeneral EBITDAand administrative expenses increased by $15 million,4%, to $631$545 million for the three months ended MarchJune 31,30, 2026, from $616$525 million for the three months ended MarchJune 31,30, 2025.2025, Adjustedprimarily EBITDA margin decreaseddriven by 210a basis$33 pointsmillion fromincrease 16.8%in legal loss contingencies due to 14.7%an reflectingaccrual recorded in the revenuethree performancemonths ended June 30, 2026 for historical US sales and expensesuse trends outlined above.taxes.
Operating (loss) profit decreased by $533 million, to a $144 million operating loss for the three months ended June 30, 2026, from a $389 million operating profit for the three months ended June 30, 2025, as a result of the factors above.
Other income (expense), net increased by $81 million, to a $7 million income for the three months ended June 30, 2026, from a $74 million expense for the three months ended June 30, 2025. The increase was primarily driven by (i) a movement in the fair value change on the Fox Option liability of $121 million to a gain of $40 million for the three months ended June 30, 2026 from a loss of $81 million for the three months ended June 30, 2025 and (ii) a loss on settlement of debt of $14 million during the three months ended June 30, 2025 driven by the settlement of our bridge credit agreement which financed the acquisition of Snai. These were partially offset by a decrease in foreign exchange gain (loss) of $53 million to a loss of $28 million for the three months ended June 30, 2026 compared to a gain of $25 million for the three months ended June 30, 2025.
Interest expense, net increased by $52 million, to $162 million for the three months ended June 30, 2026, from $110 million for the three months ended June 30, 2025, primarily due to (a) a $47 million increase in interest expense resulting from the June 2025 issuance and subsequent third-quarter 2025 issuance of the Senior Secured Notes due 2031 and the USD First Lien Term Loan B due 2032, and (b) an $8 million reduction in interest income earned on cash and cash equivalents balances driven by lower interest rates.
Income tax benefit (expense) increased by $171 million, to $3 million of income tax benefit for the three months ended June 30, 2026, from $168 million of income tax expense for the three months ended June 30, 2025. The increase in income tax benefit was primarily attributable to the variability in pre-tax book income and loss and the jurisdictional mix of profits in which the Group has a taxable presence. It also reflected (i) $28 million of income tax expense related to the reorganization of the Betfair Brazil business in the fiscal year 2025, and (ii) a share-based compensation tax shortfall of $6 million for the three months ended June 30, 2026, compared to an excess tax benefit of $7 million for the three months ended June 30, 2025.
Net (loss) income decreased by $333 million, to a $296 million net loss for the three months ended June 30, 2026, from $37 million of net income for the three months ended June 30, 2025, and net income margin decreased to 6.8% net loss margin from 0.9% net income margin for the three months ended June 30, 2025, as a result of the factors above.
Adjusted EBITDA decreased by $411 million, to $508 million for the three months ended June 30, 2026, from $919 million for the three months ended June 30, 2025. Adjusted EBITDA margin decreased by 1,020 basis points from 21.9% to 11.7% reflecting the revenue performance and expenses trends outlined above.
Total revenue for our U.S. segment increaseddecreased by 6% period over period to $1,763$1,683 million for the three months ended MarchJune 31,30, 2026, from $1,666$1,791 million for the three months ended MarchJune 31,30, 2025. AMPs of 4.33.8 million decreasedincreased by 1%9% period over period.
Sportsbook revenue increaseddecreased by 1%,15%, where ana increasedecrease in net revenue margin was partially offset by a 9%2% period over period decreaseincrease in stakes to $13,357$11,958 million for the three months ended MarchJune 31,30, 2026.
Sportsbook net revenue margin increaseddecreased by 80170 basis points period over period to 8.6%8.7% for the three months ended MarchJune 31,30, 2026 compared to 7.8%10.4% for the three months ended MarchJune 31,30, 2025. This reflected (i) the positivenegative impact offrom sports results of 17070 basis points period over period (three months ended MarchJune 31,30, 2026: 3010 basis points unfavorable,favorable, three months ended MarchJune 31,30, 2025: 20080 basis points unfavorablefavorable) which was partially offset by (i) a decrease in structural revenue margin of 40 basis points to 13.7% for the three months ended March 31, 2026 due to a reduced proportion of NFL and NBA volume in the first quarter of 2026 compared to the first quarter of 2025 which have comparatively higher structural margin and (ii) an increase in promotional spend period over period of 50140 basis points, primarily due to investment in new state launches and the FIFA World Cup. There was an increase in structural revenue margin of 40 basis points dueto to14.0% for the increasethree inmonths investmentended relatedJune to30, state2026, launchesprimarily indriven Missouriby insoccer December 2025,performance and Arkansashigh inpenetration Marchof 2026.same game parlay during the FIFA World Cup.
iGaming revenue for the three months ended MarchJune 31,30, 2026 increased by 19%14% driven by an increase in AMPs of 10%14% period over period to 1.1 million for the three months ended March 31, 2026 compared to 1.0 million for the three months ended MarchJune 31,30, 2026 compared to 0.9 million for the three months ended June 30, 2025.
Other revenue for the three months ended MarchJune 31,30, 2026 decreasedincreased by 8%3% period over period. The decreaseincrease was primarily due to a reduction in horse racing revenue driven by anmarket outagemaking with our payment gateway providerrevenues which hasmore sincethan beenoffset resolved.a decline in DFS revenue.
Adjusted EBITDA for our U.S. segment was $119 million for the three months ended MarchJune 31,30, 2026, a $42$281 million decrease compared to $161$400 million for the three months ended MarchJune 31,30, 2025. Adjusted EBITDA margin decreased to 6.7%7.1% for the three months ended MarchJune 31,30, 2026 from 9.7%22.3% for the three months ended MarchJune 31,30, 2025.
The decrease in Adjusted EBITDA margin was driven by (i) an 880 basis points increase in sales and marketing expenses as a percentage of revenue reflecting additional expenditure during the FIFA World Cup and investment in FanDuel Predicts, (ii) an increase in cost of sales as a percentage of revenue of 180510 basis points from 57.4%54.0% for the three months ended MarchJune 31,30, 2025 to 59.2%59.1% for the three months ended MarchJune 31,30, 2026, primarily driven by (a) increased state tax rate increases of 220200 basis points, (b) a year-over-year 150 basis points increase due to adverse impact from sports results, (c) increased generosity, and (d) higher proportion of iGaming revenue which attract costs of sales at a higher rate, which were partially offset by market access savings and arenegotiated year-over-yearcommercial positiveagreements, impact from less unfavorable sports results. The decrease in Adjusted EBITDA margin was also driven byand (iiii) a 10170 basis points increase in technology, research and development expenses as a percentage of revenue primarily due to increasedan increase in server costs, cloud service costs and increased cloud services costs and (ii) a 190 basis points increaseinvestment in generalFanDuel and administrative expenses as a percentage of revenue primarily due to increased headcount and lobbying costs. These increases as a percentage of revenue were partially offset by a 90 basis points reduction in sales and marketing expenses as a percentage of revenue reflecting the year-over-year swing in sports results.Predicts.
The following tables presentpresents disaggregated revenue for the International segment disaggregated revenue:
1.UK and Ireland (UKI)1.UKI represents Sky Bet,Betting & Gaming, 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 the acquisition date of April 30, 2025) and PokerStars brands as well as Sisal’s business in TürkiyeTurkey and Morocco and Pokerstars’PokerStars’ Southern European operations (beginning January 1, 2026).
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 the acquisition date of May 14, 2025) operations in the region.
6.Other regions is comprised ofcomprise PokerStars’ non-Italiannon- Italian and Southern European operations (beginning January 1, 2026, PokerStars’PokerStars Southern Europe operations formed part of the Southern Europe and Africa regionregion, and beginning April 1,2026, PokerStars’ North America operations formed part of the US region, respectively) and Betfair’s non-Brazilian business.
Total revenue for our International segment increased by 27%,10%, to $2,541$2,643 million for the three months ended MarchJune 31,30, 2026 from $1,999$2,396 million for the three months ended MarchJune 31,30, 20252025, with the acquisitions of Snai and NSX contributing an increase in revenue of 21%.6%. Favorable changes in foreign currency exchange rates contributed to an increase in revenue of 8%.3%. AMPs decreased by 4%16% period over period driven by the cessation of operations in India during August 2025.
Sportsbook revenue increased by 22%,14%, to $1,077$1,190 million for the three months ended MarchJune 31,30, 2026 from $880$1,041 million for the three months ended MarchJune 31,30, 2025, with the acquisitions of Snai and NSX contributing an increase in revenue of 21% partially offset by a decrease in UKI sportsbook revenue which contributed a 4% decrease primarily driven by adverse sports results.6%. Sportsbook stakes grew 31%13% period over periodperiod, with Snai and NSX contributing 20%6% of the period over period growth, offsetting a decline in net revenue margin.growth. Favorable changes in foreign currency exchange rates contributed to sportsbook revenue growth of 9%5% period over period.
Sportsbook net revenue margin decreasedincreased by 8010 basis points period over period to 11.9%.13.2% for the three months ended June 30, 2026. Structural revenue margin decreased by 4020 basis points driven by (i) the impact of faster growth in regions with currently lower structural revenue marginsmargins, including SEA, CEE and Brazil.Brazil and (ii) adverse sports and bet mix in APAC. There was a 12010 basis points adversefavorable impact from unfavorable sports results comparedperiod with favorable sports results in the priorover period (three months ended MarchJune 31,30, 2026: 10040 basis points unfavorable,favorable, three months ended MarchJune 31,30, 2025: 2030 basis points favorable). AnA 8020 basis points reduction in promotional spend to 3.6%3.4% of stakes had a positive impact on net revenue margin,margin partially offsetting the impacts set out above and wasprimarily driven by (i) the impact of the Snai and NSX acquisitions where the acquired businesses currently have a lower level of promotional spend and (ii) efficiency improvements in APAC and CEE, partially offset by increased investment in UKI and CEE.Brazil for the FIFA World Cup.
iGaming revenue increased by 32%,7%, to $1,386$1,358 million for the three months ended MarchJune 31,30, 2026 from $1,050$1,268 million for the three months ended MarchJune 31,30, 2025, with the acquisitions of Snai and NSX contributing revenue growth of 22%.6%. Additionally, revenue growth was driven by performance in Sisal, UKI and CEE, which more than offset the impact of the cessation of operations in India.India Favorableduring changesAugust in foreign currency exchange rates contributed revenue growth of 6%.2025.
Other revenue for the three months ended MarchJune 31,30, 2026 increased by 13%9% period over period primarily drivendue byto favorable changes in foreign currencyBetfair exchange rates which contributed revenue growth ofdriven 8%.by IPL and Women’s T20 World Cup.
UKI revenue grew by 2%4% period over period. UKI sportsbook revenue decreased by 11%2% primarily due to (i)a an1% increasedecline in amountsstakes stakedas ofcustomers 2%were whichadapting wasto morethe thennew offsetSkyBet interface post-migration, partially mitigated by the impactFIFA ofWorld adverse sports results which contributed a period-over-period impact of 230 basis points The overall decrease in sportsbook revenue was partially offset by a favorable change in foreign currency exchange rates which contributed revenue growth of 6%.Cup. UKI iGaming revenue grew 14%7% period-over-periodperiod over period driven by an increase in AMPs of 10%.22% Aand favorablesequential changeimprovement inon foreignSky currency exchange rates contributed revenue growth of 8%.Gaming.
SEA revenue grew 110%36% period over period. The acquisition of Snai contributed revenue growth of 78%17%, and the transfer of PokerStars' Southern European customers to SEA from Other regions in the first quarter of 2026 contributed revenue growth of 9%. A favorable change in foreign currency exchange rates contributed revenue growth of 9%.6%. Sportsbook revenue for the region grew 120%41% period over period due to (i) the acquisition of SnaiSnai, which contributed an increase in revenue of 103%,25%, and (ii) growth in Sisal due to increaseincreased handlehandle, whichprimarily was partially offsetdriven by unfavorableproduct sportsimprovements results.and Athe favorableFIFA World Cup. Favorable change in foreign currency exchange rates contributed sportsbook revenue growth of 12%.3%. iGaming revenue grew 104%34% period over period benefiting from (i) the acquisition of SnaiSnai, which contributed an increase in revenue of 64%,13%, (ii) growth in Sisal ItalyItaly, which(iii) continuesexpanded toproduct benefit from Flutter Edge integrations andofferings in Türkiye where an expanding product offering is driving online penetrationTürkiye, and (iiiiv) the transfer of PokerStars' Southern European customers to SEA from Other regions which contributed 13%8% growth. A favorable change in foreign currency exchange rates contributed to an iGaming revenue growthincrease of 7%.2%.
APAC revenue decreased by 3%1% period over period. Sportsbook revenue in Australia was 12%11% higherhigher, primarily driven by (i) an increase in amounts staked of 6%12%, whichdue wasto driven bya favorable changeschange in foreign currency exchange rates,rates of 11%, which more than offset a decline in greyhound racing softness and (ii) an improvement in net revenue margin driven by a positive swing in sports result. A favorable change in foreign currency exchange rates contributed revenue growth of 10%.racing. iGaming revenue declined in India by 100% period over period which reflects the prohibition of real-money gaming and subsequent cessation of our Indian operations in August 2025. A favorable change in foreign currency exchange rates contributed revenue growth of 9%.
CEE revenue grew 23% period over period primarily driven by (i) iGaming growth of 16% period over period driven by product improvements and increased market share in Serbia, Georgia and Armenia, (ii) an increase in sportsbook handle of 21% period over period and (iii) a 310 basis points improvement in sportsbook net revenue margin due to a higher mix of multi-leg bets and more efficient deployment of generosity.
CEE revenue grew 14% period over period primarily driven by (i) iGaming growth of 17% period over period, (ii) an increase in sportsbook handle of 26% period over period reflecting Flutter Edge driven product improvements in MaxBet and lapping the impact of Armenian credit card restrictions, which was largely offset by unfavorable sports results. A favorable change in foreign currency exchange rates contributed revenue growth of 7%.
Brazil revenue grew 722%64% period over periodperiod, with NSX contributing 711%57% of revenue growth and Betfair Brazil contributing revenue growth of 11% period over period as we lapped re-registration friction in the prior year following the regulation of the Brazilian market in January 2025.growth. A favorable change in foreign currency exchange rates contributed revenue growth of 12%.11%.
Other regions revenue decreased by 22%38% period over periodperiod, primarily driven by (i) a 25% decrease due to the transfer of PokerStars' Southern European customers to the SEA region and byPokerStars’ North America customers to the US segment and (ii) continued declinesdecline in activity on the PokerStars global platform.
Adjusted EBITDA for International was $587$476 million for the three months ended MarchJune 31,30, 2026, a 13%19% increasedecrease from $518$591 million for the three months ended MarchJune 31,30, 2025, and Adjusted EBITDA margin decreased by 280670 basis points to 23.1%18.0% for the three months ended MarchJune 31,30, 2026. The acquisitions of Snai and NSX contributed to the increasedecrease in Adjusted EBITDA by $69$14 million and the decrease in Adjusted EBITDA margin by 130100 basis points.
FLUT insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 7 Form 4 filings (7 insiders, 3 trade dates, 10,453 shares, about $1.0M) and open-market sales in 18 filings (14 insiders, 6 trade dates, 12,810 shares, about $1.2M). Net open-market shares: -2,357 (purchases minus sales); net value about -$188.7K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-01 | Taylor Daniel Mark |
Open-market sale | 791 | $97.86 | $77.4K |
| 2026-09-01 | Bishop James Philip |
Open-market sale | 741 | $97.86 | $72.5K |
| 2026-09-01 | Jackson Jeremy Peter |
Open-market sale | 1,762 | $97.86 | $172.4K |
| 2026-09-01 | Liu Don H |
Open-market sale | 565 | $97.86 | $55.3K |
| 2026-09-01 | Coldrake Robert |
Open-market sale | 710 | $97.86 | $69.5K |
| 2026-08-19 | Jackson Jeremy Peter |
Open-market sale | 2,112 | $93.32 | $197.1K |
| 2026-06-02 | Mccarthy Christine M |
Grant/award | 2,071 | — | — |
| 2026-06-02 | Koeppel Holly K |
Grant/award | 2,071 | — | — |
| 2026-06-02 | Susman Sally |
Grant/award | 2,071 | — | — |
| 2026-06-02 | Bomhard Stefan Andreas |
Grant/award | 2,071 | — | — |
| 2026-06-02 | Cruickshank Nancy |
Grant/award | 2,071 | — | — |
| 2026-06-02 | Bennett Robert R |
Grant/award | 2,071 | — | — |
| 2026-06-02 | Kenny David W |
Grant/award | 2,071 | — | — |
| 2026-06-02 | Dubuc Nancy |
Grant/award | 2,071 | — | — |
| 2026-06-02 | Lennon Carolan |
Grant/award | 2,071 | — | — |
| 2026-06-02 | Bryant John A |
Grant/award | 3,284 | — | — |
| 2026-06-01 | Taylor Daniel Mark |
Grant/award | 12,070 | — | — |
| 2026-06-01 | Taylor Daniel Mark |
Grant/award | 6,604 | — | — |
| 2026-05-28 | Mccarthy Christine M |
Open-market sale | 135 | $94.63 | $12.8K |
| 2026-05-28 | Lennon Carolan |
Open-market sale | 439 | $94.63 | $41.5K |
| 2026-05-28 | Bomhard Stefan Andreas |
Open-market sale | 177 | $94.63 | $16.7K |
| 2026-05-28 | Hurley Alfred F Jr |
Open-market sale | 135 | $94.63 | $12.8K |
| 2026-05-28 | Dubuc Nancy |
Open-market sale | 135 | $94.63 | $12.8K |
| 2026-05-28 | Bryant John A |
Open-market sale | 214 | $94.63 | $20.3K |
| 2026-05-28 | Cruickshank Nancy |
Open-market sale | 152 | $94.63 | $14.4K |
| 2026-05-28 | Koeppel Holly K |
Open-market sale | 135 | $94.63 | $12.8K |
| 2026-05-28 | Bennett Robert R |
Open-market sale | 135 | $94.63 | $12.8K |
| 2026-05-13 | Liu Don H |
Open-market sale | 1,259 | $93.37 | $117.6K |
| 2026-05-12 | Taylor Daniel Mark |
Open-market purchase | 1,611 | $94.29 | $151.9K |
| 2026-05-12 | Lennon Carolan |
Open-market purchase | 520 | $92.30 | $48.0K |
| 2026-05-11 | Taylor Daniel Mark |
Open-market purchase | 1,013 | $98.41 | $99.7K |
| 2026-05-11 | Bishop James Philip |
Open-market purchase | 1,000 | $99.75 | $99.8K |
| 2026-05-11 | Jackson Jeremy Peter |
Open-market sale | 3,084 | $98.13 | $302.6K |
| 2026-05-11 | Jackson Jeremy Peter |
Option exercise | 6,538 | — | — |
| 2026-05-08 | Liu Don H |
Open-market purchase | 1,459 | $102.78 | $150.0K |
| 2026-05-08 | Bomhard Stefan Andreas |
Open-market purchase | 500 | $102.00 | $51.0K |
| 2026-05-08 | Bryant John A |
Open-market purchase | 1,950 | $102.86 | $200.6K |
| 2026-05-08 | Coldrake Robert |
Option exercise | 272 | — | — |
| 2026-05-08 | Coldrake Robert |
Open-market sale | 129 | $101.40 | $13.1K |
| 2026-05-08 | Jackson Jeremy Peter |
Open-market purchase | 2,400 | $101.94 | $244.7K |
Well-known investors holding FLUT (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Dodge & Cox | 2026-06-30 | 628,878 | $64.3M | 0.03% | No change |