Flutter Entertainment (NYSE: FLUT) posts Q1 2026 growth but lower profit
Filing Impact
Filing Sentiment
Form Type
10-Q
Flutter Entertainment plc reported strong top-line growth but lower profit for the three months ended March 31, 2026. Revenue rose to $4,304 million from $3,665 million, driven by both U.S. and International operations.
Net income attributable to Flutter shareholders declined to $218 million from $283 million, as operating profit fell to $79 million from $223 million amid higher sales, marketing and administrative costs and increased interest expense. Diluted earnings per share were $1.23, down from $1.57.
The U.S. segment generated revenue of $1,763 million and Adjusted EBITDA of $119 million, while International revenue grew to $2,541 million with Adjusted EBITDA of $587 million. Net cash from operating activities improved to $330 million, supporting significant debt repayments, though long-term debt remained high at $11,794 million.
Positive
- None.
Negative
- None.
Insights
Revenue growth is strong, but margins compressed as costs and interest rose.
Flutter delivered revenue of $4,304 million, up from $3,665 million, with both U.S. and International segments contributing. International revenue jumped to $2,541 million, helped by recent acquisitions such as Snai and NSX, while U.S. revenue reached $1,763 million.
Profitability weakened: operating profit dropped to $79 million from $223 million, and net income attributable to shareholders fell to $218 million from $283 million. Higher sales and marketing, technology, administrative expenses and increased interest expense of $156 million versus $85 million pressured margins despite a $293 million fair value gain on the Fox Option liability.
Cash generation improved, with net cash from operating activities rising to $330 million from $188 million, aiding debt reduction. However, total debt remained substantial at $11,965 million, and ongoing restructuring and integration costs of $66 million plus regulatory and tax contingencies highlight execution and compliance complexity across the Group’s diversified markets.
Key Figures
Revenue: $4,304 million
Net income attributable to Flutter shareholders: $218 million
Diluted EPS: $1.23 per share
+5 more
8 metrics
Revenue
$4,304 million
Three months ended March 31, 2026 vs $3,665 million in 2025
Net income attributable to Flutter shareholders
$218 million
Three months ended March 31, 2026 vs $283 million in 2025
Diluted EPS
$1.23 per share
Three months ended March 31, 2026 vs $1.57 in 2025
U.S. Adjusted EBITDA
$119 million
Segment result for three months ended March 31, 2026
International Adjusted EBITDA
$587 million
Segment result for three months ended March 31, 2026
Net cash from operating activities
$330 million
Three months ended March 31, 2026 vs $188 million in 2025
Total debt
$11,965 million
Outstanding as of March 31, 2026 including current portion
Restructuring and integration costs
$66 million
Three months ended March 31, 2026
Key Terms
Adjusted EBITDA, redeemable non-controlling interests, cash flow hedges, fair value hedge, +2 more
6 terms
Adjusted EBITDA financial
"The CODM uses Adjusted EBITDA to allocate resources for each operating segment"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
redeemable non-controlling interests financial
"REDEEMABLE NON-CONTROLLING INTERESTS | 417 | 424"
Redeemable non-controlling interests are ownership stakes in a company’s unit held by outside investors that can be forced to be bought back by the parent company for cash or a set value. Think of it like a part-owner who has the contractual right to ‘cash out’ their share; for investors this matters because it can create a future cash obligation, change reported equity versus debt, and affect earnings and ownership percentages.
cash flow hedges financial
"Effective portion of changes in fair value of cash flow hedges"
A cash flow hedge is an accounting label companies use when they enter financial contracts—like currency or interest-rate agreements—to protect expected future cash payments or receipts from unpredictable moves. For investors, it signals that the company is trying to smooth out future cash variability (think of locking in a price to avoid surprises), which can reduce reported profit swings but also means the company has exposure to derivative instruments and their associated risks.
fair value hedge financial
"Changes in excluded components of fair value hedge"
A fair value hedge is a risk-management technique where a company uses a financial contract to offset changes in the market value of a specific asset or liability, like locking in a price to protect against losses. Investors care because gains or losses from both the hedge and the hedged item flow through reported earnings together, which can reduce or reveal volatility in profit and the balance sheet value of holdings — much like insurance that smooths out the ups and downs of an owned item.
Fox Option liability financial
"Fair value gain on Fox Option liability | 293 | 205"
net investment hedge financial
"designated as a net investment hedge which are intended to mitigate foreign currency exposure"
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
or
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-37403
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: (646) 930-0950
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on which Registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of April 30, 2026, the number of shares of the registrant’s ordinary shares outstanding is 173,972,199 .
Table of Contents
TABLE OF CONTENTS
Page
PART I | 1 | ||||
Item 1. Financial Statements (unaudited) | 1 | ||||
Condensed Consolidated Balance Sheets | 1 | ||||
Condensed Consolidated Statements of Comprehensive Income (Loss) | 2 | ||||
Condensed Consolidated Statements of Changes in Shareholders’ Equity and Redeemable Non-controlling Interest | 3 | ||||
Condensed Consolidated Statements of Cash Flows | 5 | ||||
Notes to the Condensed Consolidated Financial Statements | 7 | ||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 31 | ||||
Item 3. Quantitative and Qualitative Disclosure About Market Risk | 45 | ||||
Item 4. Controls and Procedures | 45 | ||||
PART II | 46 | ||||
Item 1. Legal Proceedings | 47 | ||||
Item 1A. Risk Factors | 47 | ||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 47 | ||||
Item 3. Defaults Upon Senior Securities | 47 | ||||
Item 4. Mine Safety Disclosures | 47 | ||||
Item 5. Other Information | 47 | ||||
Item 6. Exhibits | 49 | ||||
SIGNATURES | 50 | ||||
i
Table of Contents
CERTAIN TERMS
Unless otherwise specified or the context otherwise requires, the terms “Flutter,” the “Company,” the “Group,” “we,” “us” and “our” each refer to Flutter Entertainment plc and its subsidiaries.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect our current expectations as to future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. These statements include, but are not limited, to statements related to our expectations regarding the performance of our business, our financial results, our operations, our liquidity and capital resources, the conditions in our industry and our growth strategy (including our plans and expectations related to new product offerings). In some cases, forward-looking statements can be identified by words such as “outlook,” “believe(s),” ”expect(s),” “potential,” “continue(s),” “may,” “will,” “should,” “could,” “would,” “seek(s),” “predict(s),” “intend(s),” “trends,” “plan(s),” “estimate(s),” “anticipates,” “projection,” “goal,” “target,” “aspire,” “will likely result,” and other words and terms of similar meaning or the negative versions of such words. These forward-looking statements are subject to risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include, among others:
•Flutter’s ability to effectively compete in, and market trends impacting, the global entertainment and gaming industries;
•Adverse changes to, and uncertainty regarding, the regulation (including taxation) of online betting, iGaming and adjacent industries;
•Flutter’s ability to retain existing customers and to successfully acquire new customers;
•Flutter’s ability to accurately determine the odds in relation to any particular event exposes us to trading, liability management and pricing risk;
•Variability in win rates, jackpot payouts and the scheduling of major sporting events;
•Flutter’s ability to successfully develop new products, expand offerings and invest in products and technology;
•Flutter’s ability to successfully acquire and integrate new businesses;
•Flutter’s ability to maintain relationships with third-parties;
•Public sentiment towards online betting and iGaming generally;
•The potential impact of general economic conditions, including recessions, economic slowdowns, inflation, tariffs and/or trade disputes, fluctuating interest rates and instability in the banking system, on Flutter’s liquidity, operations and personnel and ability to raise financing in future;
•The impact of disruptions to Flutter’s proprietary or third party technology or information systems;
•Flutter’s ability to obtain and maintain licenses with gaming authorities;
•The failure of additional jurisdictions to legalize and regulate online betting and iGaming;
•Flutter’s ability to comply with complex, varied and evolving U.S. and international laws and regulations relating to its business;
•Flutter’s ability to retain or recruit officers, key employees or directors, and adequately plan for succession;
•Flutter’s ability to effectively manage artificial intelligence, machine learning, and related technologies in its operations
•Litigation and the ability to adequately protect Flutter’s intellectual property rights;
•The impact of data security breaches or cyber-attacks on Flutter’s systems; and
•Flutter’s ability to prevent and remediate material weaknesses in its internal control over financial reporting.
Additional factors that could cause the Company’s results to differ materially from those described in the forward-looking statements can be found in Part I, “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2026 and other periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Company’s filings with the SEC. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
ii
Table of Contents
Website and Social Media Disclosure
We use our website (www.flutter.com) and at times our corporate X account (@FlutterEnt) and LinkedIn (https://www.linkedin.com/company/flutter-entertainment) as well as other social media channels to distribute company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. The contents of our website and social media channels are not, however, a part of this Quarterly Report on Form 10-Q (the “Quarterly Report”).
iii
Table of Contents
PART I
Item 1. Financial Statements (unaudited)
FLUTTER ENTERTAINMENT PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
($ in millions except share and per share amounts)
| As of March 31, 2026 | As of December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Cash and cash equivalents – restricted | |||||||||||
| Player deposits – cash and cash equivalents | |||||||||||
| Player deposits – investments | |||||||||||
| Accounts receivable, net | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| TOTAL CURRENT ASSETS | |||||||||||
| Investments | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Deferred tax assets | |||||||||||
| Other non-current assets | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND SHAREHOLDERS’ EQUITY | |||||||||||
| CURRENT LIABILITIES: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Player deposit liability | |||||||||||
| Operating lease liabilities | |||||||||||
| Long-term debt due within one year | |||||||||||
| Other current liabilities | |||||||||||
| TOTAL CURRENT LIABILITIES | |||||||||||
| Operating lease liabilities – non-current | |||||||||||
| Long-term debt | |||||||||||
| Deferred tax liabilities | |||||||||||
| Other non-current liabilities | |||||||||||
| TOTAL LIABILITIES | $ | $ | |||||||||
| COMMITMENTS AND CONTINGENCIES (Note 16) | |||||||||||
| REDEEMABLE NON-CONTROLLING INTERESTS | |||||||||||
| SHAREHOLDERS’ EQUITY | |||||||||||
Ordinary shares (Authorized | $ | $ | |||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Total Flutter Shareholders’ Equity | |||||||||||
| Non-controlling interests | |||||||||||
| TOTAL SHAREHOLDERS’ EQUITY | |||||||||||
| TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND SHAREHOLDERS’ EQUITY | $ | $ | |||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
1
Table of Contents
FLUTTER ENTERTAINMENT PLC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
($ in millions except share and per share amounts)
| Three months ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Revenue | $ | $ | |||||||||
| Cost of sales | ( | ( | |||||||||
| Gross profit | |||||||||||
| Technology, research and development expenses | ( | ( | |||||||||
| Sales and marketing expenses | ( | ( | |||||||||
| General and administrative expenses | ( | ( | |||||||||
| Operating profit | |||||||||||
| Other income (expense), net | |||||||||||
| Interest expense, net | ( | ( | |||||||||
| Income before income taxes | |||||||||||
| Income tax expense | ( | ( | |||||||||
| Net income | |||||||||||
| Net (loss) income attributable to non-controlling interests and redeemable non-controlling interests | ( | ||||||||||
| Adjustment of redeemable non-controlling interest to redemption value | ( | ||||||||||
| Net income attributable to Flutter shareholders | |||||||||||
| Earnings per share | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
| Other comprehensive (loss) income, net of tax: | |||||||||||
| Effective portion of changes in fair value of cash flow hedges | ( | ||||||||||
| Fair value of cash flow hedges transferred to the income statement | ( | ||||||||||
| Changes in excluded components of fair value hedge | ( | ||||||||||
| Foreign exchange gain (loss) on net investment hedges | ( | ||||||||||
| Foreign exchange (loss) gain on translation of the net assets of foreign currency denominated entities | ( | ||||||||||
| Income tax expense related to items of other comprehensive loss | ( | ||||||||||
| Other comprehensive (loss) income | ( | ||||||||||
| Other comprehensive (loss) income attributable to Flutter shareholders | ( | ||||||||||
| Other comprehensive income attributable to non-controlling interest and redeemable non-controlling interest | |||||||||||
| Total comprehensive income | $ | $ | |||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
2
Table of Contents
FLUTTER ENTERTAINMENT PLC
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY AND REDEEMABLE NON-CONTROLLING INTERESTS
($ in millions except share amounts)
| Ordinary shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redeemable non- controlling interests | Shares | Amount | Additional paid-in capital | Accumulated other comprehensive (loss) | Retained earnings | Total Flutter shareholders’ equity | Non- controlling interests | Total equity | Net Income | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment of redeemable non-controlling interest to fair value | ( | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued on exercise of employee share options | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-settled transactions – expense recorded in the income statement | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of liability-classified share-based awards in equity | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of shares | — | ( | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividend distributed to non-controlling interests | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
3
Table of Contents
FLUTTER ENTERTAINMENT PLC
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY AND REDEEMABLE NON-CONTROLLING INTERESTS
($ in millions except share amounts)
| Ordinary shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable non- controlling interests | Shares | Amount | Additional paid-in capital | Accumulated other comprehensive loss | Retained earnings | Total Flutter shareholders’ equity | Non- controlling interests | Total equity | Net Income | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment of redeemable non-controlling interest to fair value | ( | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued on exercise of employee share options | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-settled transactions – expense recorded in the income statement | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of share | — | ( | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividend distributed to non-controlling interests | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
4
Table of Contents
FLUTTER ENTERTAINMENT PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| ($ in millions) | Three months ended March 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash from operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Non-cash interest expense, net | |||||||||||
| Non-cash operating lease expense | |||||||||||
| Unrealized foreign currency exchange gain, net | ( | ( | |||||||||
| Loss (gain) on disposals | ( | ||||||||||
| Share-based compensation – equity classified | |||||||||||
| Share-based compensation – liability classified | ( | ||||||||||
| Other (income) expense, net | ( | ( | |||||||||
| Deferred tax (benefit) expense | ( | ||||||||||
| Change in operating assets and liabilities: | |||||||||||
| Player deposits - investments | ( | ||||||||||
| Accounts receivable | ( | ||||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||
| Accounts payable | |||||||||||
| Other liabilities | ( | ( | |||||||||
| Player deposit liability | ( | ||||||||||
| Operating leases liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Purchases of intangible assets | ( | ( | |||||||||
| Capitalized software | ( | ( | |||||||||
| Proceeds from disposal of intangible assets | |||||||||||
| Cash settlement of derivatives designated in net investment hedge | |||||||||||
| Other advances | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Proceeds from issue of ordinary share upon exercise of options | |||||||||||
| Proceeds from issuance of long-term debt (net of transactions costs with lenders) | |||||||||||
| Transaction costs with third parties from issuance of long-term debt | ( | ||||||||||
| Repayment of long-term debt | ( | ( | |||||||||
| Distributions to non-controlling interests | ( | ( | |||||||||
| Payment of contingent consideration | ( | ||||||||||
| Purchases of intangible assets with extended payment terms | ( | ||||||||||
| Repurchase of ordinary shares and taxes withheld and paid on employee share awards | ( | ( | |||||||||
| Net cash (used in) financing activities | ( | ( | |||||||||
| NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ( | ( | |||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period | |||||||||||
| Effect of foreign exchange on cash, cash equivalents and restricted cash | ( | ||||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period: | |||||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH comprise of: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Cash and cash equivalents - restricted | |||||||||||
| Player deposits - cash & cash equivalents | |||||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period: | $ | $ | |||||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||||||||||
| Interest paid | |||||||||||
| Income tax paid (net of refunds) | |||||||||||
| Operating cash flows from operating leases | |||||||||||
5
Table of Contents
FLUTTER ENTERTAINMENT PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
| Three months ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||||||||||
| Purchase of long lived assets with accrued expense - investing | |||||||||||
| Purchase of long lived assets with accrued expense - financing | |||||||||||
| Right of use assets obtained in exchange for new operating lease liabilities | |||||||||||
| Adjustments to lease balances as a result of remeasurement | |||||||||||
| Non-cash issuance of common stock upon exercise of options | |||||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
6
Table of Contents
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Recent Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires disclosure, in the notes to consolidated financial statements, of specified information about certain costs and expenses. The ASU’s amendments are effective for fiscal years beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027 with early adoption permitted. The Group is currently assessing the timing of adoption and the potential impacts of ASU 2024-03. The impact of the adoption will be limited to disclosure in the notes to the consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06 Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which implements improvements to the internal-use software guidance. The ASU’s amendments are effective for fiscal years beginning after December 15, 2027 and interim reporting periods within annual reporting periods beginning after December 15, 2027 with early adoption permitted at the beginning of an annual reporting period. The Group is currently assessing the timing of adoption and the potential impacts of ASU 2025-06.
In November 2025, the FASB issued ASU 2025-09 Derivatives and Hedging (Topic 815): Hedge Accounting Improvements, with the objective to more closely align hedge accounting with the economics of an entity’s risk management activities. The ASU’s amendments are effective for fiscal years beginning after December 15, 2026 and interim periods within those annual reporting periods with early adoption permitted on any date on or after the issuance of ASU 2025-09. The Group is currently assessing the timing of adoption and the potential impacts of ASU 2025-09.
7
Table of Contents
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
3. SEGMENTS AND DISAGGREGATION OF REVENUE
The Group has two reportable segments:
•U.S.; and
•International
The Group’s chief operating decision maker (“CODM”) is the Group’s Chief Executive Officer.
The CODM uses Adjusted EBITDA to allocate resources for each operating segment, which is derived predominantly from the annual budget and forecasting processes. The CODM evaluates performance based on the Adjusted EBITDA of each operating segment by comparing actual results to previously forecasted financial information on a monthly basis. Adjusted EBITDA of each segment is defined as net income (loss) before income taxes; other (expense) income, net; interest expense, net; depreciation and amortization; transaction fees and associated costs; restructuring and integration costs; legal settlements and gaming tax disputes; impairment of property and equipment, intangible assets, right-of-use assets and goodwill and share-based compensation charge.
The Group manages its assets on a total company basis, not by operating segment. As the CODM does not regularly review any asset information by operating segment, the Group therefore does not report asset information by operating segment.
The following tables present the Group’s segment information:
| Three months ended March 31, | |||||||||||
| ($ in millions) | 2026 | 2025 | |||||||||
| Revenue | |||||||||||
| U.S. | |||||||||||
| Sportsbook | $ | $ | |||||||||
| iGaming | |||||||||||
| Other | |||||||||||
| U.S. segment revenue | |||||||||||
| International | |||||||||||
| Sportsbook | |||||||||||
iGaming1 | |||||||||||
| Other | |||||||||||
| International segment revenue | |||||||||||
| Total reportable segment revenue | $ | $ | |||||||||
8
Table of Contents
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table presents the International segment disaggregated revenue:
| Three months ended March 31, | |||||||||||
| ($ in millions) | 2026 | 2025 | |||||||||
UKI 1 | $ | $ | |||||||||
Southern Europe and Africa 2 | |||||||||||
Asia Pacific 3 | |||||||||||
Central and Eastern Europe 4 | |||||||||||
Brazil 5 | |||||||||||
Other regions 6 | |||||||||||
| Total International segment revenue | $ | $ | |||||||||
1.UKI represents Sky Bet, Paddy Power and Betfair UK and Ireland operations as well as the tombola brand.
2.Southern Europe and Africa comprises the Italian operations of our Sisal, Snai (effective from the acquisition date of April 30, 2025) and PokerStars brands as well as Sisal’s business in Turkey and Morocco and Pokerstars’ Southern European operations (beginning January 1, 2026).
3.Asia Pacific includes our Sportsbet business in Australia and Junglee in India (until August 22, 2025).
4.Central and Eastern Europe comprises Adjarabet in Georgia and Armenia together with MaxBet in Serbia, Bosnia Herzegovina, North Macedonia and Montenegro.
5.Brazil reflects our Betfair and Betnacional (effective from the acquisition date of May 14, 2025) operations in the region.
6.Other regions comprise PokerStars’ non- Italian and Southern European operations (beginning January 1, 2026, PokerStars’ Southern Europe formed part of the Southern Europe and Africa region) and Betfair’s non-Brazilian business.
The information below summarizes revenue from external customers by country for the three months ended March 31, 2026 and 2025:
| Three months ended March 31, | |||||||||||
| ($ in millions) | 2026 | 2025 | |||||||||
| U.S. | $ | $ | |||||||||
| UK | |||||||||||
| Italy | |||||||||||
| Australia | |||||||||||
| Ireland | |||||||||||
| Rest of the world | |||||||||||
| Total revenue | $ | $ | |||||||||
9
Table of Contents
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
The information below shows the reconciliation of reportable segment Adjusted EBITDA to income before income taxes for the three months ended March 31, 2026 and 2025:
| Three months ended March 31, | |||||||||||
| ($ in millions) | 2026 | 2025 | |||||||||
| U.S. | $ | $ | |||||||||
| International | |||||||||||
| Reportable segment Adjusted EBITDA | |||||||||||
Unallocated corporate overhead 1 | ( | ( | |||||||||
| Depreciation and amortization | ( | ( | |||||||||
| Share-based compensation expense | ( | ( | |||||||||
Transaction fees and associated costs 2 | ( | ( | |||||||||
Restructuring and integration costs 3 | ( | ( | |||||||||
| Other income, net | |||||||||||
| Interest expense, net | ( | ( | |||||||||
| Income before income taxes | $ | $ | |||||||||
1.Unallocated corporate overhead includes shared technology, research and development, sales and marketing, and general and administrative expenses that are not allocated to specific segments.
2.During the three months ended March 31, 2026, transaction costs of $21 million primarily relate to the Group’s contribution to a super political action committee.
3.During the three months ended March 31, 2026, costs of $66 million (three months ended March 31, 2025: $41 million) primarily relate to various restructuring, acquisition integration and other strategic initiatives to drive synergies. The programs are expected to run until 2027. These actions include efforts to consolidate and integrate our technology infrastructure, back-office functions and relocate certain operations to lower cost locations. It also includes business process re-engineering cost, planning and design of target operating models for the Group's enabling functions and discovery and planning related to the Group's anticipated migration to a new enterprise resource planning system. The costs primarily include severance expenses, advisory fees and temporary staffing costs.
10
Table of Contents
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table shows the significant segment expense categories that are regularly provided to the CODM and included in segment profit and loss for the three months ended March 31, 2026 and 2025:
| Three months ended March 31, | |||||||||||
| ($ in millions) | 2026 | 2025 | |||||||||
| U.S. | |||||||||||
| Revenue | $ | $ | |||||||||
Cost of sales1 | ( | ( | |||||||||
Technology, research and development expenses2 | ( | ( | |||||||||
Sales and marketing expenses3 | ( | ( | |||||||||
General and administrative expenses4 | ( | ( | |||||||||
| Total U.S. Adjusted EBITDA | |||||||||||
| International | |||||||||||
| Revenue | |||||||||||
Cost of sales1 | ( | ( | |||||||||
Technology, research and development expenses2 | ( | ( | |||||||||
Sales and marketing expenses3 | ( | ( | |||||||||
General and administrative expenses4 | ( | ( | |||||||||
| Total International Adjusted EBITDA | $ | $ | |||||||||
1. Reportable segment cost of sales excludes amortization of certain capitalized development costs, share-based compensation of revenue-associated personnel and restructuring and integration cost directly associated with revenue-generating activities.
2. Reportable segment technology, research and development expenses excludes share-based compensation for technology developers and product management employees, depreciation and amortization related to computer equipment and software not directly associated with revenue earning activities and restructuring and integration costs.
3. Reportable segment sales and marketing expenses exclude amortization of trademarks and customer relations, share-based compensation expenses of sales and marketing personnel and restructuring and integration costs.
4. Reportable segment general and administrative expenses exclude share-based compensation for executive management, finance administration, legal and compliance, and human resources, depreciation and amortization, transaction fees and associated costs and restructuring and integration costs.
The following table shows depreciation and amortization excluding amortization of acquired intangibles, and share-based compensation expenses excluding share-based compensation for the Group’s executive management, finance, legal and compliance, and human resources functions by reportable segment that are regularly provided to the CODM for review for the three months ended March 31, 2026 and 2025:
| Three months ended March 31, | |||||||||||
| ($ in millions) | 2026 | 2025 | |||||||||
| U.S. | |||||||||||
| Depreciation and amortization excluding amortization of acquired intangibles | $ | $ | |||||||||
| Share-based compensation expense | |||||||||||
| Total U.S. | |||||||||||
| International | |||||||||||
| Depreciation and amortization excluding amortization of acquired intangibles | |||||||||||
| Share-based compensation expense | |||||||||||
| Total International | $ | $ | |||||||||
11
Table of Contents
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
4. OTHER INCOME (EXPENSE), NET
The following table shows the detail of other income (expense), net for the three months ended March 31, 2026 and 2025:
| Three months ended March 31, | |||||||||||
| ($ in millions) | 2026 | 2025 | |||||||||
| Foreign exchange gain, net | $ | $ | |||||||||
| (Loss) gain on disposals | ( | ||||||||||
| Fair value gain on Fox Option liability | |||||||||||
| Total other income (expense), net | $ | $ | |||||||||
5. INTEREST EXPENSE, NET
The following table shows the detail of interest expense, net for the three months ended March 31, 2026 and 2025:
| Three months ended March 31, | |||||||||||
| ($ in millions) | 2026 | 2025 | |||||||||
| Interest and amortization of debt discount and expense on long-term debt, bank guarantees | $ | ( | $ | ( | |||||||
| Other interest expense | ( | ( | |||||||||
| Interest income | |||||||||||
| Interest expense, net | $ | ( | $ | ( | |||||||
6. INCOME TAXES
The provision for income taxes for the three months ended March 31, 2026 is based on our projected annual effective tax rate for fiscal 2026, adjusted for specific items that are required to be recognized in the interim period in which they are incurred. The Group’s effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to tax attributes.
The Group’s effective income tax rate was 10.7 % for the three months ended March 31, 2026, compared with an effective tax rate of 5.4 % for the three months ended March 31, 2025. The change in the effective tax rate for these periods is primarily due to the net impact of jurisdictional mix of earnings and discrete items. The discrete items for these periods primarily comprised of the change in the fair value gain on the Fox Option liability, loss making jurisdictions for which no tax benefit is recognized, the effect of a contribution to a super political action committee to strengthen our advocacy initiatives which is nondeductible for income tax purposes for the three months ended March 31, 2026, as well as share-based compensation tax shortfall for three months ended March 31, 2026, compared to an excess tax benefit for the three months ended March 31, 2025.
As previously reported, we have received a discovery assessment from His Majesty’s Revenue and Customs authority (“HMRC”) relating to an intragroup transfer of intellectual property from the United Kingdom to the United States for the year ended December 31, 2020. As of March 31, 2026, we are in the process of appealing this assessment and previously recognized an unrecognized tax benefit for the estimated settlement which is included in Other non-current liabilities in the Condensed Consolidated Balance Sheets. We do not expect to resolve this matter in the near term and will continue to reassess the recognition and measurement criteria of the tax position. While the Group believes that we have strong arguments, there can be no assurance this matter will be resolved favorably.
Each year the Group files hundreds of tax returns in various national, state, and local income taxing jurisdictions in which it operates. These tax returns are subject to examination and possible challenge by the tax authorities. The Group has ongoing income tax audits in various jurisdictions and evaluates tax positions that may be challenged by tax authorities in accordance with accounting for income taxes and accounting for uncertainty in income taxes. As of March 31, 2026, the Group does not expect there to be any material changes to its existing unrecognized tax benefits that would affect the effective tax rate, due to the current position with taxing authorities.
12
Table of Contents
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
7. EARNINGS PER SHARE
The following table sets forth the computation of the Group’s basic and diluted net earnings per ordinary share attributable to the Group:
| Three months ended March 31, | |||||||||||
| ($ in millions except per share amounts) | 2026 | 2025 | |||||||||
| Numerator | |||||||||||
| Net income | |||||||||||
| Net (loss) income attributable to non-controlling interests and redeemable non-controlling interests | ( | ||||||||||
| Adjustment of redeemable non-controlling interest to redemption value | ( | ||||||||||
| Net income attributable to Flutter shareholder – basic and diluted | |||||||||||
| Denominator | |||||||||||
| Basic weighted average outstanding shares | |||||||||||
| Effective of dilutive stock awards | |||||||||||
| Diluted weighted average outstanding shares | |||||||||||
| Earnings per share | |||||||||||
| Basic | $ | $ | |||||||||
| Diluted | $ | $ | |||||||||
13
Table of Contents
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
8. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following tables present the changes in accumulated other comprehensive income (loss) by component for the three months ended March 31, 2026 and 2025:
| ($ in millions) | Fair value hedges | Gains and loss on cash flow hedges | Unrealized gains and losses on available- for- sale debt securities | Foreign currency translation, net of net investment hedges | Total | ||||||||||||
| Balance as of December 31, 2025 | $ | ( | $ | $ | ( | $ | ( | $ | ( | ||||||||
| Other comprehensive (loss) income before reclassifications | ( | ( | |||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) | ( | ( | |||||||||||||||
| Net current period other comprehensive income (before tax) | ( | ( | |||||||||||||||
Tax effect 1 | ( | ( | |||||||||||||||
| Net current period other comprehensive income (loss), net of tax | ( | ( | |||||||||||||||
| Balance as of March 31, 2026 | $ | ( | $ | $ | ( | $ | ( | $ | ( | ||||||||
| ($ in millions) | Fair value hedges | Gains and loss on cash flow hedges | Unrealized gains and losses on available- for- sale debt securities | Foreign currency translation, net of net investment hedges | Total | ||||||||||||
| Balance as of December 31, 2024 | $ | ( | $ | $ | ( | $ | ( | $ | ( | ||||||||
| Other comprehensive (loss) income before reclassifications | ( | ( | |||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | |||||||||||||||||
| Net current period other comprehensive (loss) income, before tax | ( | ||||||||||||||||
Tax effect 1 | |||||||||||||||||
| Net current period other comprehensive income (loss), net of tax | ( | ||||||||||||||||
| Balance as of March 31, 2025 | $ | ( | $ | $ | ( | $ | ( | $ | ( | ||||||||
1. The Group uses the portfolio approach for releasing income tax effects from Accumulated Other Comprehensive Income.
14
Table of Contents
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
9. PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consisted of the following as of March 31, 2026, and December 31, 2025:
| ($ in millions) | As of March 31, 2026 | As of December 31, 2025 | |||||||||
| Prepayments and accrued income | $ | $ | |||||||||
| Derivative financial assets | |||||||||||
| Income taxes receivable | |||||||||||
| Value-added tax and goods and services tax | |||||||||||
| Other receivables | |||||||||||
| Total prepaid expenses and other current assets | $ | $ | |||||||||
10. OTHER CURRENT LIABILITIES
Other current liabilities consisted of the following as of March 31, 2026, and December 31, 2025:
| ($ in millions) | As of March 31, 2026 | As of December 31, 2025 | |||||||||
| Accrued expenses | $ | $ | |||||||||
| Betting duty, excise tax, data rights, and racefield fees | |||||||||||
| Employee benefits and social security | |||||||||||
| Liability-classified share-based awards | |||||||||||
| Sports betting open positions | |||||||||||
| Derivative financial liabilities | |||||||||||
| Income taxes payable | |||||||||||
| Loss contingencies | |||||||||||
| Value-added tax and goods and services tax | |||||||||||
| Total other current liabilities | $ | $ | |||||||||
Loss contingencies include accruals related to regulatory investigations and proceedings including those relating to gaming taxes to the extent to which they may apply to our business and industry.
The Group includes the contract liability in relation to sports betting open positions in the Condensed Consolidated Balance Sheets. The contract liability balance was as follows:
| As of March 31, 2026 | |||||
| ($ in millions) | |||||
Contract liability, beginning of the period 1 | |||||
| Contract liability, end of the period | |||||
1. Includes $1 million included in Other non-current liabilities.
15
Table of Contents
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
11. BUSINESS COMBINATIONS
Acquisition of Snai
On April 30, 2025, we completed the acquisition of 100 % of the outstanding shares of Pluto (Italia) S.p.A, the holding company that owns Snaitech S.p.A (“Snai”), one of Italy’s leading omni-channel operators in the sports betting and iGaming market, for a consideration of approximately $2.6 billion (€2.3 billion).
The acquisition of Snai was funded by the net proceeds from the issuance of the Senior Notes due 2031, and the Term Loan B due 2032 borrowings under the Third Incremental Assumption Agreement amending the existing Credit Agreement dated November 24, 2023 (as amended).
We allocated the purchase price to tangible and identified intangible assets acquired and liabilities assumed based on their preliminary estimated fair values, which were determined using generally accepted valuation techniques based on estimates and assumptions made by management at the time of acquisition. These estimates and assumptions are believed to be reasonable, but they are inherently uncertain and may be subject to material change as additional information becomes available during the respective measurement period, which will not exceed 12 months from the applicable acquisition date. The primary areas that are preliminary relate to the fair values of goodwill and intangible assets. Intangible assets acquired in the transaction included trademarks of $717 million, online customer relationships of $490 million and a point of sale network of $125 million. Goodwill of $1.5 billion was also recognized.
Acquisition-related costs during the three months ended March 31, 2026 and 2025 were not material and are included in the general and administrative expenses in the Group’s Condensed Consolidated Statements of Comprehensive Income.
Acquisition of NSX
On May 14, 2025, we completed the acquisition of a 56 % interest in NSX, a leading Brazilian operator of the Betnacional brand. The total purchase consideration amounted to $674 million (BRL 3,799 million) comprising of a provisional cash consideration of $348 million (BRL 1,961 million), contribution of a portion of the Group’s existing Betfair Brazil business having a fair value of $40 million (BRL230 million), fair value of non-controlling interest of $254 million (BRL 1,430 million) and settlement of a pre-existing relationship in the amount of $32 million (BRL 178 million).
We allocated the purchase price to tangible and identified intangible assets acquired and liabilities assumed based on their preliminary estimated fair values, which were determined using generally accepted valuation techniques based on estimates and assumptions made at the time of acquisition. These estimates and assumptions are believed to be reasonable, but they are inherently uncertain and may be subject to material change. As of March 31, 2026, the accounting for this acquisition was provisional, and the measurements of fair value for certain assets and liabilities may be subject to change as additional information is received. The Group expects to finalize the valuation as soon as practicable, but not later than one year from acquisition date. Intangible assets acquired in the transaction included trademarks of $123 million and online customer relationships of $212 million. Goodwill of $429 million was also recognized. The fair value of the non-controlling interest was $254 million.
16
Table of Contents
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
12. LONG-TERM DEBT
The Group’s debt comprised of the following:
| As of March 31, 2026 | As of December 31, 2025 | ||||||||||||||||||||||
| Principal outstanding balance in currency of debt (in millions) | Outstanding Balance ($ in millions) | Principal outstanding balance in currency of debt (in millions) | Outstanding Balance ($ in millions) | ||||||||||||||||||||
| TLA/TLB/RCF Agreement | |||||||||||||||||||||||
GBP First Lien Term Loan A due 2028 | £ | $ | £ | $ | |||||||||||||||||||
EUR First Lien Term Loan A due 2028 | € | € | |||||||||||||||||||||
USD First Lien Term Loan A due 2028 | $ | $ | |||||||||||||||||||||
GBP Revolving Credit Facility due 2028 | £ | £ | |||||||||||||||||||||
USD First Lien Term Loan B due 2030 | $ | € | |||||||||||||||||||||
USD First Lien Term Loan B due 2032 | $ | $ | |||||||||||||||||||||
| Senior Secured Notes | |||||||||||||||||||||||
EUR Senior Secured Notes due 2029 | € | € | |||||||||||||||||||||
USD Senior Secured Notes due 2029 | $ | $ | |||||||||||||||||||||
EUR Senior Secured Notes due 2031 | € | € | |||||||||||||||||||||
USD Senior Secured Notes due 2031* | $ | $ | |||||||||||||||||||||
GBP Senior Secured Notes due 2031 | £ | £ | |||||||||||||||||||||
| Total debt principal including accrued interest | |||||||||||||||||||||||
| Less: unamortized debt issuance costs | ( | ( | |||||||||||||||||||||
| Total debt | |||||||||||||||||||||||
| Less: current portion of long-term debt | ( | ( | |||||||||||||||||||||
| Total long-term debt | $ | $ | |||||||||||||||||||||
*Includes a net fair value basis adjustment related to receive-fixed, pay variable interest rate swap agreements designated as fair value hedges.
As of March 31, 2026, the contractual principal repayments of the Group’s outstanding borrowings, excluding accrued interest, amount to the following:
| ($ in millions) | ||||||||
| 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
17
Table of Contents
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
In addition, the Group is obligated to make periodic interest payments at variable rates, depending on the terms of the applicable debt agreements. Actual future interest payments may differ from these amounts based on changes in floating interest rates or other factors or events.
During the three months ended March 31, 2026, the Group drew £335 million ($450 million) (March 31, 2025: nil ) and repaid £540 million ($731 million) (March 31, 2025: nil ) under the GBP revolving credit facility. The Group had an undrawn revolving credit commitment of $1,185 million (£895 million) as of March 31, 2026 (December 31, 2025: $929 million (£690 million)), of which $13 million (£10 million) (December 31, 2025: $13 million (£10 million)) was reserved for issuing guarantees.
13. DERIVATIVES
In the normal course of the Group’s business operations, it is exposed to certain risks, including changes in interest rates and foreign currency rates. In order to manage these risks, the Group uses derivative instruments such as cross-currency interest rate swaps, interest rate swaps, foreign exchange forward contracts, options and other instruments with similar characteristics. None of the Group’s derivatives are used for speculative purposes.
Cash flow hedges
Interest rate risk arising from a portion of the Group’s floating interest rate USD First Lien Term Loan B maturing in 2030 and 2032, along with foreign currency risk arising from the Group’s fixed rate USD Senior Secured Notes maturing in 2029 are managed using interest rate swaps and cross-currency interest rate swaps, which are designated as cash flow hedges with the objective of reducing the volatility of interest expense in the case of the USD First Lien Term Loan B and foreign currency risk in the case of fixed rate USD Senior Secured Notes. During the year ended December 31, 2025, the Group also hedged foreign currency risk arising from the Group’s floating interest rate USD First Lien Term Loan B maturing in 2030 and 2032.
Cross-currency interest rate swaps
The cross-currency interest rate swaps designated as a hedge of the foreign currency risk arising from the USD Senior Secured Notes effectively convert the fixed rate USD Senior Secured Notes to fixed rate GBP Senior Secured Notes.
Foreign currency risk is managed by exchanging contractual amounts at exchange rates and interest rates determined at contract inception.
Interest rate swaps
The interest rate swaps designated as a hedge of the interest risk arising from the USD First Lien Term Loan B effectively converts the variable rate term loan into a fixed rate term loan. Interest risk is managed by exchanging contractual amounts at interest rates determined at contract inception.
The following table summarizes the Group's outstanding derivative instruments designated as cash flow hedges:
| As of March 31, 2026 | As of December 31, 2025 | ||||||||||||||||||||||||||||
| Hedged Item | Notional ($ in millions) | Expiration date | Notional ($ in millions) | Expiration date | |||||||||||||||||||||||||
| Cross-currency interest rate swaps | USD Senior Secured Notes | April 15, 2026 | April 15, 2026 | ||||||||||||||||||||||||||
| Interest rate swaps | Term Loan | September 30, 2026 to June 30,2027 | September 30, 2026 to June 30, 2027 | ||||||||||||||||||||||||||
Changes in the fair value of the portion of the derivative included in the assessment of hedge effectiveness of cash-flow hedges are recorded in other comprehensive income (loss), until earnings are affected by the variability of cash flows.
18
Table of Contents
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table summarizes the gains (losses) of the Company’s designated cash flow hedges for the three months ended March 31, 2026 and 2025:
| Amount of (loss) gain recognized in OCI | Location of loss (gain) recognized from AOCI into income (loss) | Amount of loss (gain) reclassified from AOCI into net income (loss) | |||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Cross-currency interest rate swaps | ( | Interest expense, net | |||||||||||||||||||||
| Other income (expense), net* | ( | ||||||||||||||||||||||
| Interest rate swaps | ( | Interest expense, net | ( | ( | |||||||||||||||||||
| Total | ( | ( | |||||||||||||||||||||
* Included in foreign exchange gain, net, which is a component of other income (expense), net.
The Group expects to reclassify a gain of $6 million from accumulated other comprehensive income (loss) into earnings within the next 12 months.
Fair value hedge
Cross-currency interest rate swaps
Foreign currency risk arising from a portion of the Group's USD Senior Secured Notes due 2031 is managed using receive fixed rate, pay fixed rate cross-currency interest rate swaps with the objective of reducing the volatility of foreign currency gains and losses. During the year ended December 31, 2025, the Group also hedged foreign currency risk arising from the Group’s floating rate USD First Lien Term Loan B.
Foreign currency risk is eliminated by exchanging contractual amounts at exchange rates which are determined at contract inception.
As of both March 31, 2026 and December 31, 2025, the notional amounts of cross-currency interest rate swaps designated in a fair value hedge of the USD Senior Secured Notes, was $1,000
The Group recorded a foreign currency gain of $17 million in earnings for the three months ended March 31, 2026 (three months ended March 31, 2025: $44 million loss) which offset the foreign currency loss from the USD First Lien Term Loan B and USD Senior Secured Notes.
The Group excludes the cross-currency basis spread in the swap from the hedge effectiveness assessment and recognizes the excluded component into earnings through the periodic interest settlements on the swaps. Changes in the fair value of the excluded components recognized in other comprehensive income (loss) were nil , and a loss of $1 million for three months ended March 31, 2026 and 2025, respectively. The amount recognized in earnings in foreign exchange gain, net, which is a component of other income (expense), net was a gain of $1 million for three months ended March 31, 2026 and a loss of $1 million for three months ended March 31, 2025, respectively.
Interest rate swaps
Interest risk arising from changes in three month SOFR arising from the fixed rate Senior Secured Notes due 2031 is managed using interest rate swaps that effectively convert the fixed rate senior secured notes into variable rate senior secured notes. Interest risk is managed by exchanging contractual amounts at interest rates determined at swap contract inception.
The notional amount of interest rate swaps designated as fair value hedges of interest rate risk on the USD Senior Secured Notes was $500 million (maturing June 4, 2027) as of March 31, 2026 ($500 million as of December 31, 2025).
19
Table of Contents
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table presents amounts recorded in long-term debt in the Condensed Consolidated Balance Sheets related to cumulative basis adjustment for fair value hedges ($ in millions):
| As of March 31, 2026 | As of December 31, 2025 | ||||||||||||||||||||||
| Carrying amount | Cumulative basis adjustment included in the carrying amount | Carrying amount | Cumulative basis adjustment included in the carrying amount | ||||||||||||||||||||
| Long-term debt | $ | $( | $ | $ | |||||||||||||||||||
Net investment hedge
The Group has investments in various subsidiaries with Euro and USD functional currencies. As a result, the Group is exposed to the risk of fluctuations between the Euro and GBP and USD and GBP exchange rates. The Group designated its Euro denominated loans and a portion of its USD Term Loan B (fully discontinued on December 31, 2025) and receive fixed rate, pay fixed rate and receive variable rate, pay variable rate cross-currency interest swaps whereby the Group will receive GBP from, and pay Euro to, the counterparties at exchange rates which are determined at contract inception, as a net investment hedge which are intended to mitigate foreign currency exposure related to non-GBP net investments in certain Euro and USD functional subsidiaries.
The following table summarizes the hedging instruments designated in a net investment hedge and that were considered highly effective:
| As of March 31, 2026 | As of December 31, 2025 | ||||||||||||||||
| Notional ($ in millions) | Expiration date | Notional ($ in millions) | Expiration date | ||||||||||||||
| Euro denominated debt | November 30, 2028 to June 04, 2031 | November 30, 2028 to June 04, 2031 | |||||||||||||||
| USD denominated debt | — | November 30, 2030 | |||||||||||||||
| Cross-currency interest rate swaps | September 30, 2026 to June 04, 2027 | September 30, 2026 to June 30, 2027 | |||||||||||||||
Gains (losses) on derivatives designated as net investment hedges recognized in other comprehensive income (loss) for the three months ended March 31, 2026 and 2025 are summarized below (in millions):
| Gains (losses) recognized in OCI | |||||||||||
($ in millions) | Three Months Ended March 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Euro denominated debt | ( | ( | |||||||||
| Cross-currency interest rate swaps | ( | ||||||||||
| Total | ( | ||||||||||
There were no amounts reclassified out of accumulated other comprehensive income pertaining to the net investment hedge during the three months ended March 31, 2026 and 2025 as the Group had not sold or liquidated (or substantially liquidated) its hedged subsidiaries.
20
Table of Contents
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table summarizes the fair value of derivatives as of March 31, 2026 and December 31, 2025:
| ($ in millions) | As of March 31, 2026 | As of December 31, 2025 | |||||||||||||||||||||
Assets 1 | Liabilities 2 | Assets 1 | Liabilities 2 | ||||||||||||||||||||
| Derivatives designated as cash flow hedges: | |||||||||||||||||||||||
| Cross-currency interest rate swaps | ( | ( | |||||||||||||||||||||
| Interest rate swaps | ( | ||||||||||||||||||||||
| Total derivatives designated as cash flow hedges | ( | ( | |||||||||||||||||||||
| Derivatives designated as fair value hedges: | |||||||||||||||||||||||
| Cross-currency interest rate swaps | ( | ( | |||||||||||||||||||||
| Interest rate swaps | ( | ( | |||||||||||||||||||||
| Total derivatives designated as fair value hedges | ( | ( | |||||||||||||||||||||
| Derivatives designated as net investment hedges: | |||||||||||||||||||||||
| Cross-currency interest rate swaps | ( | ( | |||||||||||||||||||||
| Total derivatives designated as net investment hedges | ( | ( | |||||||||||||||||||||
| Total derivatives | ( | ( | |||||||||||||||||||||
1.Derivative assets are recorded within prepaid expenses and other current assets and other non-current assets in the Condensed Consolidated Balance Sheets
2.Derivative liabilities are recorded within other current liabilities and other non-current liabilities in the Condensed Consolidated Balance Sheets
21
Table of Contents
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
14. SHARE-BASED COMPENSATION
The Group maintains various share plans for employees (and, where the specific rules permit, non-executive directors and/or non-employee contractors). Details of material activity within the share plans, for the three months ended March 31, 2026, are included below.
Flutter Entertainment plc 2024 Omnibus Equity Incentive Plan (the “2024 Incentive Plan”)
The following table provides a summary of the activity under the 2024 Incentive Plan:
| Restricted Share Awards | Options | ||||||||||||||||||||||||||||
| Number of Units | Weighted- Average Fair Value | Number of Units | Weighted Average Remaining Term (Years) | Aggregate Intrinsic Value ($ in millions) | |||||||||||||||||||||||||
| Outstanding at December 31, 2025 | $ | ||||||||||||||||||||||||||||
| Granted | $ | ||||||||||||||||||||||||||||
| Exercised/vested | ( | $ | ( | ||||||||||||||||||||||||||
| Cancelled/lapsed | ( | $ | ( | ||||||||||||||||||||||||||
| Outstanding as of March 31, 2026 | $ | $ | |||||||||||||||||||||||||||
In addition to the plan disclosed above, there were 578,539 awards exercised/vested and 173,971 awards cancelled/lapsed across the Group’s other plans during the three months ended March 31, 2026.
During the three months ended March 31, 2026, market vesting conditions were modified for certain awards. The resulting modification was immaterial to these unaudited condensed consolidated financial statements.
As of March 31, 2026, 4,802,723 restricted awards and options were outstanding across all employee share plans.
During the three months ended March 31, 2026, liability-classified awards, amounting to $3 million, were settled by the issuance of ordinary shares of equivalent value.
Total compensation costs included in our condensed consolidated statements of comprehensive income for the three months ended March 31, 2026 and March 31, 2025 were as follows:
| (in millions $) | 2026 | 2025 | |||||||||
| Cost of sales | $ | $ | |||||||||
| Sales and marketing expenses | |||||||||||
| Technology, research and development expenses | |||||||||||
| General and administrative expenses | |||||||||||
| Total | $ | $ | |||||||||
22
Table of Contents
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
15. FAIR VALUE MEASUREMENTS
The Group’s consolidated financial instruments including cash and cash equivalents, player deposits, accounts receivable, other current assets, accounts payable, player deposit liability, and other current liabilities are carried at amortized cost. As of March 31, 2026 and December 31, 2025, the carrying amounts of these financial instruments approximated their fair values because of their short-term nature.
The carrying amount of long-term debt outstanding under the Credit Agreement dated November 24, 2023, (as amended), approximates its fair values, as interest rates on these borrowings approximate current market rates. The fair value of the USD Senior Secured Notes, Euro Senior Secured Notes, and GBP Senior Secured Notes was $2,143 million, $1,536 million and $899 million respectively, as of March 31, 2026 (December 31, 2025: $2,190 million, $1,603 million and $952 million, respectively). The fair values are based on quoted market prices.
The following tables set forth the fair value of the Group’s financial assets, financial liabilities and redeemable non-controlling interests measured at fair value based on the three-tier fair value hierarchy:
| As of March 31, 2026 | |||||||||||||||||||||||
| ($ in millions) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Financial assets measured at fair value: | |||||||||||||||||||||||
| Available for sale – Player deposits – Investments | $ | $ | $ | $ | |||||||||||||||||||
| Equity securities - Investments | |||||||||||||||||||||||
| Derivative financial assets | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
| Financial liabilities measured at fair value: | |||||||||||||||||||||||
| Derivative financial liabilities | |||||||||||||||||||||||
| Fox Option liability | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
| Redeemable non-controlling interests at fair value | $ | $ | $ | $ | |||||||||||||||||||
| As of December 31, 2025 | |||||||||||||||||||||||
| ($ in millions) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Financial assets measured at fair value: | |||||||||||||||||||||||
| Available for sale – Player deposits – Investments | $ | $ | $ | $ | |||||||||||||||||||
| Equity securities | |||||||||||||||||||||||
| Derivative financial assets | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
| Financial liabilities measured at fair value: | |||||||||||||||||||||||
| Derivative financial liabilities | |||||||||||||||||||||||
| Fox Option Liability | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
| Redeemable non-controlling interests at fair value | $ | $ | $ | $ | |||||||||||||||||||
23
Table of Contents
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Valuation of Level 2 financial instruments
Available for sale – Player deposits – investments
The Group has determined the fair value of available for sale – player deposits – investments by using observable quoted prices or observable input parameters derived from comparable bonds/markets. Although the Group has determined that a number of the bonds fall within Level 1 of the fair value hierarchy, there are a class of bonds which have been classified as Level 2 due to the existence of relatively inactive trading markets for those bonds.
Derivative financial assets and liabilities – Swap agreements
The Group uses derivative financial instruments to manage its interest rate and foreign currency risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis of the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, such as yield curves, spot and forward foreign exchange rates.
As of March 31, 2026, the Group assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Group determined that its valuations of its derivatives in their entirety are classified in Level 2 of the fair value hierarchy.
Valuation of Level 3 financial instruments
Non-derivative financial instruments
Fox Option liability
On October 2, 2019, the Group entered into an arrangement with Fox Corporation (“Fox”), pursuant to which FSG Services LLC, a wholly-owned subsidiary of Fox, has an option (the Fox Option) to acquire an 18.6 % equity interest of the then outstanding investor units (the “Fastball Units”) in FanDuel Group Parent LLC (“FanDuel”). In April 2021, Fox filed an arbitration claim against the Group with respect to its option to acquire an 18.6 % equity interest in FanDuel seeking the same price that the Group paid for the acquisition of the Fastball Units (37.2 % of FanDuel) from Fastball Holdings LLC in December 2020. On November 7, 2022, the arbitration tribunal determined the option price as of December 2020 to be $3.7 billion plus an annual escalator of 5.0 %. Fox has a ten-year period from December 2020 within which to exercise the Fox Option, should it wish to do so, and should Fox not exercise within this timeframe, the Fox Option shall lapse. Cash payment is required at the time of exercise and the Fox Option can only be exercised in full. Exercise of the Fox Option requires Fox to be licensed.
The fair value of the Fox Option liability amounted to $260 million as of March 31, 2026 and $560 million as of December 31, 2025 which was determined using an option pricing model. As of March 31, 2026 and December 31, 2025, the option exercise price was $4.8
The enterprise value of FanDuel was determined using an equal weight to the value indications of the discounted cash flow analysis and the guideline public company analysis. The discount rate used in the discounted cash flow analysis was 21.0 % and 18.0 % as of each of March 31, 2026 and December 31, 2025, respectively.
Additionally, management applied a combined 30.0 14.4 22.9 20.0
Management selected a discount rate of 30.0
The volatility was 40.0 % and 32.0 % as of each of March 31, 2026 and December 31, 2025, which was within the range of selected comparable companies. In developing the fair value measurement, the probability of a market participant submitting to and obtaining a license was estimated at 75.0
24
Table of Contents
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Changes in discount rates, revenue multiples, DLOM, DLOC, implied volatility and probability of Fox getting licensed, each in isolation, may change the fair value of the Fox Option liability. Generally, an increase in discount rates, DLOM and DLOC or decrease in revenue multiples, volatility and probability of Fox getting licensed may result in a decrease in the fair value of the Fox Option liability. Due to the inherent uncertainty of determining the fair value of the Fox Option liability, the fair value of the Fox Option liability may fluctuate from period to period. Additionally, the fair value of the Fox Option liability may differ significantly from the value that would have been used had a readily available market existed for FanDuel Group LLC. In addition, changes in the market environment and other events that may occur over the life of the Fox Option may cause the losses ultimately realized on the Fox Option liability to be different than the unrealized losses reflected in the valuations currently assigned.
Redeemable non-controlling interests at fair value
The terms of symmetrical call and put options agreed between the Group and NSX shareholders require exercise price to be calculated at fair market value without giving effect to DLOM and DLOC. The enterprise value of the Brazil reporting unit was determined using an equal weight to the value indications of the discounted cash flow analysis and the guideline public company analysis. For discounted cash flow the Group based discount rates on the Weighted Average Cost of Capital (“WACC”). The WACC combines the required return on equity based on a Capital Asset Pricing Model, which considers the risk-free interest rate based on yield of the 10-year Brazilian Government Bond, market risk premium, and small company premium with the cost of debt of 10.1 %, based on BBB credit spread plus the Brazilian risk free rate, adjusted using income tax factor. The beta and ratio of weighted cost of capital was determined based on guideline public company analysis. The median of beta and ratio of equity to debt was 1.06 and 62:38, respectively. The arithmetic average of beta and ratio of equity to debt was 1.05 and 65:35, respectively. The calculation resulted in a WACC of 16.5 %. The Exit revenue multiple used in determining the terminal value is based on guideline public companies and the profitability of the Brazil reporting unit was 1.4x. For market approach the equity value was arrived at by multiplying revenue by a revenue multiple of 1.6x based on the median of the Guideline Public company multiples and a control premium of 10 % based on the lowest end of the Guideline Public Company Control Premium.
Changes in WACC, revenue multiple and control premium, each in isolation, may change the fair value of NSX redeemable non-controlling interest. An increase in WACC would result in a decrease in fair value, an increase in revenue multiple would result in an increase in fair value and an increase in control premium would result in an increase in fair value. In addition, changes in the market environment and other events that may occur over the life of the symmetrical call and put options may cause the fair value of the NSX redeemable non-controlling interest to be different from the fair value reflected in these unaudited condensed consolidated financial statements.
25
Table of Contents
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Movements in the three months period in respect of Level 3 financial instruments carried at fair value
The movements in respect of the financial assets and liabilities carried at fair value are as follows:
| ($ in millions) | Contingent consideration | Equity securities | Fox option liability | Total | Redeemable non- controlling interest at fair value | |||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||
| Total gains or losses for the period: | ||||||||||||||||||||||||||||||||
| Included in earnings | — | |||||||||||||||||||||||||||||||
| Included in other comprehensive (loss) income | ( | — | ||||||||||||||||||||||||||||||
| Attribution of net income and other comprehensive income: | ||||||||||||||||||||||||||||||||
| Net loss attributable to redeemable non-controlling interest | — | — | — | — | ||||||||||||||||||||||||||||
| Other comprehensive gain attributable to redeemable non-controlling interest | — | — | — | — | ( | |||||||||||||||||||||||||||
| Acquisitions and settlements: | ||||||||||||||||||||||||||||||||
| Acquisition of redeemable non-controlling interest | — | — | — | — | — | |||||||||||||||||||||||||||
| Settlements | — | — | — | — | — | |||||||||||||||||||||||||||
| Adjustment of redeemable non-controlling interest at redemption at fair value | — | — | — | — | ||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | ( | ( | ( | |||||||||||||||||||||||||||||
| Change in unrealized gains or losses for the period included in earnings | — | |||||||||||||||||||||||||||||||
| Change in unrealized gains or losses for the period included in other comprehensive (loss) income | $ | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||||
26
Table of Contents
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
| ($ in millions) | Contingent consideration | Equity securities | Fox option liability | Total | Redeemable non- controlling interest at fair value | |||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | ( | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
| Total gains or losses for the period: | ||||||||||||||||||||||||||||||||
| Included in earnings | — | |||||||||||||||||||||||||||||||
| Included in other comprehensive income (loss) | ( | ( | — | |||||||||||||||||||||||||||||
| Attribution of net income and other comprehensive income: | ||||||||||||||||||||||||||||||||
| Net income attributable to redeemable non-controlling interest | — | — | — | — | ( | |||||||||||||||||||||||||||
| Other comprehensive loss attributable to redeemable non-controlling interest | — | — | — | — | — | |||||||||||||||||||||||||||
| Acquisitions and settlements: | ||||||||||||||||||||||||||||||||
| Acquisition of redeemable non-controlling interest | — | — | — | — | — | |||||||||||||||||||||||||||
| Settlements | ||||||||||||||||||||||||||||||||
| Adjustment of redeemable non-controlling interest at redemption at fair value | — | — | — | — | ||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | ( | ( | ( | |||||||||||||||||||||||||||||
| Change in unrealized gains or losses for the period included in earnings | — | |||||||||||||||||||||||||||||||
| Change in unrealized gains or losses for the period included in other comprehensive income (loss) | $ | $ | $ | ( | $ | ( | $ | — | ||||||||||||||||||||||||
16. COMMITMENTS AND CONTINGENCIES
Guarantees
The Group has uncommitted working capital overdraft facilities as of March 31, 2026 of $22 million (December 31, 2025: $22 million) with Allied Irish Banks p.l.c. These facilities are secured by a Letter of Guarantee from Flutter Entertainment plc.
The Group has bank guarantees: (i) in favor of certain gaming regulatory authorities to guarantee the payment of player funds, player prizes, and certain taxes and fees due by a number of Group companies; and (ii) in respect of certain third-party rental and other property commitments, merchant facilities and third-party letter of credit facilities. The bank guarantees have various expected terms up to November 30, 2039; 18 of the bank guarantees are indefinite lived. The maximum amount of the guarantees as of March 31, 2026 was $661 million (December 31, 2025: $664 million). No claims had been made against the guarantees as of March 31, 2026 (December 31, 2025: $Nil ). The guarantees are secured by counter indemnities from Flutter Entertainment plc and certain of its subsidiary companies. The value of cash deposits over which the guaranteeing banks hold security was $37 million as of March 31, 2026 (December 31, 2025: $39 million).
27
Table of Contents
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Other purchase obligations
The Group is a party to several non-cancelable contracts with vendors where the Group is obligated to make future minimum payments under the terms of these contracts as follows:
| ($ in millions) | Year Ending December 31, | ||||
| From March 31, 2026 to December 31, 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| $ | |||||
Legal Contingencies
The Group is involved, from time to time, in various litigation, administrative and other legal proceedings, including regulatory actions, incidental or related to its business. The Group establishes an accrued liability for legal claims and indemnification claims when the Group determines that a loss is both probable and the amount of the loss can be reasonably estimated. The estimates are based on all known facts at the time and our assessment of the ultimate outcome. As additional information becomes available, the Group reassesses the potential liability related to our pending claims and litigation, which may also revise our estimates. The amount of any loss ultimately incurred in relation to these matters may be higher or lower than the amounts accrued. Due to the unpredictable nature of litigation, there can be no assurance that our accruals will be sufficient to cover the extent of our potential exposure to losses. Any fees, expenses, fines, penalties, judgments, or settlements which might be incurred by us in connection with the various proceedings could affect our results of operations and financial condition.
Austrian and German player claims
As previously reported, the Group has seen a number of player claims in Austria and Germany for reimbursement of historic gaming losses. The basis of these claims is rooted in the Group having provided remote services in Austria and Germany (outside of Schleswig-Holstein) from Maltese entities on the basis of multi-jurisdictional Maltese licenses, which the Group continues to believe is compliant in accordance with EU law. However, the Austrian Courts and certain German Courts consider the Group’s services non-compliant with their respective local laws. The Group strongly disputes the basis of these claims and judgements made by Austrian and German courts in awarding the player’s claims. An increasing number of German courts have ruled in our favor based on mainly procedural factors rather than the argument that the services from Malta were lawful in Germany.
As of March 31, 2026, the Group has recorded an amount of €17 million ($20 million) within loss contingencies forming part of other current liabilities. It is reasonably possible that the actual losses could be in excess of the Group’s accrual. The Group is unable to estimate a reasonably possible loss or range of loss in excess of its accrual due to the complexities and uncertainty around the judicial process.
In addition, there are further claims made against the Group amounting to €46 million ($53 million) as of March 31, 2026, the settlement of which is predicated on the merits of the case and whether the enforcement proceedings are successful in laying claim over the Group’s Maltese assets for settlement of these claims. The Group, based on advice from its legal counsel, believes such cross-border enforcement of judgements is in contravention to Maltese public policy and Regulation (EU) 1215/2012 and has not accrued any liability for these claims. The Group has filed countersuits before the Maltese Civil Court for setting aside these claims. The defendants have also filed garnishee orders with the Maltese Civil Court to attach the Group’s Maltese assets, some of which have already been declined by the Maltese Civil Court. Should the Maltese Courts decide in favor of the Group, there would be grounds for dismissal of all pending player claims instituted against the Group.
28
Table of Contents
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Furthermore, during the three months ended March 31, 2026, a new claim by Austrian players was issued in Belgium, which included a claim for $28 million. While the Group believes that it has strong arguments, at this time, the Group is unable to reasonably estimate the likelihood of the outcome of these claims due to the complexities and uncertainty around the judicial process.
Cybersecurity Incident
As previously reported, the Group received notice in 2023 that certain customer and employee data was involved in the global incident involving the MOVEit file transfer software, which began when the third-party provider administering the software announced that it had identified a previously unknown vulnerability in MOVEit. The Group had previously used MOVEit to share data and manage file transfers similar to many companies globally. Once the Group was informed of the incident, the Group promptly undertook responsive measures, including restricting access to the affected application, launching an internal investigation in partnership with outside independent cybersecurity forensic consultants and notifying the relevant regulators and law enforcement agencies, as well as our employees and customers, impacted by the incident. Three US customers filed class action suits for US customers after the incident and later consolidated these into a single case.
During the three months ended March 31, 2026, the Group entered into a settlement negotiation and as of March 31, 2026, the Group has recorded an immaterial provision (December 31, 2025: Nil) within loss contingencies forming part of other current liabilities, based on management’s best estimate of the expected settlement amount.
Fast Code Class Action
In January 2025, a class action was served in the Supreme Court of Victoria in Australia on behalf of customers who placed losing bets using Sportsbet’s Fast Code service, a live sports betting software tool. The suit alleges that Sportsbet engaged in misleading and deceptive conduct by representing that the Fast Code service was legal and by breaching its Fast Code service terms and conditions, which stated that Sportsbet complies with the Interactive Gambling Act (Cth) in not accepting live betting via the internet but via telephone. Sportsbet denies the allegations.
The matter has progressed through key procedural stages, including formal mediation (as ordered by the court) in March 2026, but remains unresolved. The Group remains confident in its position and intends to vigorously defend itself. At this time, however, the Group cannot reasonably estimate potential losses, or a range thereof, and no loss contingency has been recorded for this matter.
Goods and Services Tax (“GST”) rate applicable to operations in India
As previously reported, India’s Directorate General of Goods & Services Tax (the “DGGI”) is currently investigating the historical characterization of products such as rummy, fantasy games and poker as ‘games of skill’ (subjects to tax of 18% on player commission) rather than ‘games of chance’ (subject to 28% tax on player stakes). In making GST returns, Junglee and PokerStars India have consistently followed the Supreme Court of India’s rulings in relation to the distinction between games of skill and games of chance and treated its products as games of skill.
The DGGI has issued notices to multiple online gaming businesses alleging historical underpayment of GST, including to Junglee, and most recently to PokerStars India for a total amount of ₹198.5 billion ($2.1 billion). The Group disputes that any additional tax is payable and has been advised that the notices received are not in accordance with the GST provisions applicable to past periods.
As of the date of issue of these unaudited condensed consolidated financial statements, Junglee and PokerStars India have had their respective cases joined to the GST cases of other online gaming operators pending at the Supreme Court of India (the “Supreme Court”). The Supreme Court has stayed proceedings such that DGGI cannot take any further action against Junglee or PokerStars India, including raising a demand of the alleged underpayment of GST, until the Supreme Court rules on the GST cases or vacates the stay. The legal arguments before the Supreme Court have been concluded and the cases remain unresolved as of the date of issue of these unaudited condensed consolidated financial statements. Management is closely monitoring the decision on the GST case, which is expected imminently. The lead case (The Directorate General of GST Intelligence vs. Gameskraft Technologies Private Limited) was ruled in favor of Gameskraft, the taxpayer, at the Karnataka High Court in May 2023, and found that taxes had been paid in accordance with the law, but the case remains unresolved at the Supreme Court.
On June 22, 2024, a meeting of India’s Goods and Services Tax Council (the “GST Council”) (a constitutional body responsible for the formation and recommendation of GST law changes, held by the Supreme Court to be the ultimate
29
Table of Contents
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
authority on the GST issues), recommended amending the GST law to empower the Indian Central Government, on the recommendation of the GST Council, to waive any historical taxes not paid, where the common trade practice was either:
1.not to subject the goods or services to tax, or
2.to subject the goods or services to a lower tax rate than what is now being suggested by the DGGI.
The recommendation of the GST Council was incorporated into the Finance Act, 2024.
While this law is not industry specific, if applied by the GST Council to the online real money gaming industry, we would expect the 18 % GST already paid on platform commissions for past periods to be accepted as the applicable tax rate and the litigation referenced above will likely cease.
As of the date of issue of the unaudited condensed consolidated financial statements, no liability has been accrued as the Group has determined that it is not probable that a liability has been incurred considering the progress of the cases pending at the Supreme Court, decisions of the State High Courts in favor of the industry, the arguments of legal counsel representing the industry and the opinion of the Group’s own legal counsel.
17. SUBSEQUENT EVENTS
The Group evaluated subsequent events through the date of issuance of the unaudited condensed consolidated financial statements. There were no events requiring disclosure.
******
30
Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of the financial condition and results of operations of Flutter Entertainment plc and its consolidated subsidiaries in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. Our actual results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those we describe under Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on February 26, 2026 (the “2025 Annual Report”).
Our Business
Flutter is the world’s leading online sports betting and iGaming operator based on revenue. Our ambition is to change our industry for the better and deliver long-term growth while also achieving a positive, sustainable future for all our stakeholders. We are well-placed to do so through the global competitive advantages of the Flutter Edge, which provides our brands with access to group-wide benefits to stay ahead of the competition, while maintaining a clear vision for sustainability through our Positive Impact Plan.
Our Products and Geographies
Our principal products include sportsbook, iGaming and other products, such as exchange betting, pari-mutuel wagering, daily fantasy sports (“DFS”) and prediction markets products 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.
We operate a divisional management and operating structure across our geographic markets. Our segments have an empowered management team responsible for maintaining the momentum and growth in their respective geographic markets.
The Company reports its consolidated financial statements based on two reportable segments:
•U.S.; and
•International.
Non-GAAP Measures
We report our financial results in this Quarterly Report in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP” or “GAAP”); however, management believes that certain non-GAAP financial measures provide investors with useful information to supplement our financial operating performance in accordance with U.S. GAAP. We believe Adjusted EBITDA and Adjusted EBITDA Margin, both on a Group-wide basis, provide visibility to the performance of our business by excluding the impact of certain income or gains and expenses or losses. Additionally, we believe these metrics are widely used by investors, securities analysts, ratings agencies and others in our industry in evaluating performance.
Adjusted EBITDA and Adjusted EBITDA Margin are not liquidity measures and should not be considered as discretionary cash available to us to reinvest in the growth of our business, or to distribute to shareholders, or as a measure of cash that will be available to us to meet our obligations.
Our non-GAAP financial measures may not be comparable to similarly-titled measures used by other companies, have limitations as analytical tools and should not be considered in isolation. Additionally, we do not consider our non-GAAP financial measures as superior to, or a substitute for, the equivalent measures calculated and presented in accordance with U.S. GAAP.
To evaluate our business properly and prudently, we encourage you to review the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report, and not rely on a single financial measure to evaluate our business. We also strongly urge you to review the reconciliations between our most directly comparable financial measures calculated in accordance with U.S. GAAP measures and our non-GAAP measures set forth in “—Supplemental Disclosure of Non-GAAP Measures.”
31
Table of Contents
Key Operational Metrics
Average Monthly Players (“AMPs”) is defined as the average over the applicable reporting period of the total number of players who have had a bet 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 our segments and for the consolidated Group as a whole as we believe this provides useful information for assessing underlying trends. At the product category level, a player is generally counted as one AMP for each product category they use. In circumstances where a player uses multiple product categories within one brand, we are generally able to identify that it is the same player who is using multiple product categories and therefore count this player as only one AMP at each of the segment and Group levels while also counting this player as one AMP for each separate product category that the player is using.
Notwithstanding the methodology described in the immediately preceding paragraph, our AMPs information is based on player data collected by each of our brands, which generally each employ their own unique data platform, and reflects a level of duplication that arises from individuals who use multiple brands. More specifically, we are generally unable to identify when the same individual player is using multiple brands and therefore count this player multiple times. In addition to the duplication that arises when the same individual player is using multiple brands, we do not eliminate from the AMPs information presented for the Group as a whole duplication of individual players who use our product offerings within our segments during the reported period. For example, a player who uses Betfair Casino in the iGaming product category within the U.K. and Sisal sports in the sportsbook product category in Italy would appropriately count as one AMP for each of the iGaming product category and the sportsbook product category. However, this player would count as two AMPs (rather than one AMP) for the International segment and the Group as a whole.
We are unable to quantify the level of duplication that arises as a result of these circumstances, but do not believe it to be material and note that players must demonstrate residency within the geography covered by a segment to sign up for an account, and accordingly such duplication could only arise in the circumstance of an individual player having one or more residences in each of our segments. For a further description of the duplication that can arise in the way we count AMPs, see Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2025 Annual Report. We do not believe that the existence of player duplication undercuts the meaningfulness of the AMPs data that we present for assessing underlying trends in our business, and our management uses this AMPs data for this purpose.
Stakes represent the total amount our players wagered in sportsbook and is a key volume indicator for our sportsbook products. The variability of sporting outcomes can result in an impact to sportsbook revenue that may obscure underlying trends in the sportsbook business relating to growth in amounts wagered and, accordingly, staking data can provide additional useful information. We do not utilize staking information to track performance of our iGaming products. Because our iGaming business is not subject to the same variability in outcomes, management is able to assess trends in our iGaming business by analyzing AMPs and revenue changes, without the need to collect or analyze stakes and believes that collecting and analyzing stakes data in our iGaming business would not provide meaningful incremental information regarding trends in such business that is not already provided by collecting and analyzing our iGaming AMPs and revenue data.
Sportsbook net revenue margin is defined as sportsbook revenue as a percentage of the amount staked. This is a key indicator for measuring the combined impact of our overall margin on sportsbook products and levels of bonusing.
Acquisitions and Investments
The acquisitions that we have completed since the beginning of fiscal 2025 are noted below:
•a 5% redeemable non-controlling interest in FanDuel Group Parent LLC (“FanDuel”) held by Boyd Interactive Gaming Holdings L.L.C. (“Boyd”) for a consideration of $1,553 million. The acquisition brings the Group’s holding in FanDuel to 100% (subject to the Fox Option).
•a 56% interest in NSX Group (“NSX”), a leading Brazilian operator of the Betnacional brand for a total consideration of BRL 3,799 million ($674 million), with a redemption mechanism in the form of call and put options which allows us to acquire the remaining interest in NSX in year five and year ten following the acquisition date.
•100% of the outstanding shares of Pluto (Italia) S.p.A, the holding company that owns Snaitech S.p.A (“Snai”), one of Italy’s leading omni-channel operators in the sports betting and iGaming market, for consideration of approximately $2.6 billion (€2.3 billion).
32
Table of Contents
In December 2025, we launched FanDuel Predicts in partnership with CME Group (“CME”) in five states. FanDuel Predicts was expanded nationwide during the first quarter of 2026 across financial, economic and commodities contracts, with sports available for trading in 18 non-sportsbook states including California, Texas and Florida. FanDuel Predicts non-sports contract were made available in all 50 states. We provide eligible customers with a mobile platform to trade prediction markets contracts.
We intend to make similar investments in the future in attractive, fast-growing markets where growing our business organically is typically slower or more difficult to achieve. Acquisitions can involve significant investments to integrate the business of the acquired company with our business, and such costs may vary significantly from period to period. Accordingly, the impact of significant acquisitions may result in our financial information for such periods being less comparable to prior financial periods, or not being comparable at all, to prior financial periods.
Business Environment
The performance of our reportable segments can be materially affected by the following industry trends and regulatory changes in the global online sports betting and iGaming market.
U.S.
We believe that our U.S. segment is the largest growth opportunity for the Group. Since 2018 when the key gambling legislation was overturned by the U.S. Supreme Court, a number of states have moved to legalize and regulate gambling at the state level. As of March 31, 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 continued to see a limited impact from prediction markets on growth 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.
International
Our International segment operates in approximately 100 different countries in both locally regulated and locally unregulated markets with select markets discussed below.
UK and Ireland
While more mature and developed than many other European markets, the United Kingdom and Ireland online gaming and betting markets have continued to exhibit growth despite the introduction of safer gambling initiatives by operators in those markets and regulatory changes in Great Britain.
In October 2024, the Irish government enacted the Irish Gambling Act, which introduced major reform and consolidation of gambling laws in Ireland, including the creation of a Gambling Regulatory Authority of Ireland (“GRAI”), which will have broad powers to publish further guidance and codes of conduct. The new licensing framework is expected to be commenced on a phased basis, with the licenses application opened by the GRAI in February 2026.
In November 2025, the UK government announced significant increases to remote gaming taxes, including an increase in the tax rate on online iGaming from 21% to 40% effective beginning April 2026, and online sports betting (excluding horseracing) from 15% to 25% effective beginning April 2027. In addition, the UK government’s ongoing review of the UK Gambling Act may result in more onerous regulation of the betting and gaming industry in Great Britain, part of our second-largest market, which could have a material adverse effect on our business, financial condition and results of operations.
33
Table of Contents
Italy
Italy is the largest regulated gambling market in the European Union. In recent years, the regulatory framework in Italy has tightened with a ban on online advertising issued in 2019. In August 2023, the Italian government approved the terms of a new legislative decree to reorganize the entire gambling sector with the primary objective of improving player protection, combating illegal 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, which new concessions became effective on November 13, 2025 and will remain valid for nine years.
Australia
The Australian betting and gaming market is a highly regulated market including for online betting. The market continues to experience a softer racing market, which is expected to continue in the near term, while the sports segment of the market has shown continued growth.
The regulatory environment in Australia has also evolved significantly in recent years, especially after the introduction of point of consumption tax in 2019. Queensland, New South Wales, the Australian Capital Territory and Victoria have since increased point of consumption tax rates. We believe that the higher tax environment underlines the importance of scale in the Australian market and favors large operators.
Brazil
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.
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.
Operating Results
Operational and Financial Metrics for the Group
Three months ended March 31, 2026 compared to three months ended March 31, 2025:
The following table presents our AMPs for the Group, by total Group and by product category for the interim periods indicated:
| Three months ended March 31, | |||||||||||
| AMPs (Amounts in thousands) | 2026 | 2025 | |||||||||
Total Group AMPs 1 | 14,378 | 14,880 | |||||||||
Group AMPs by Product Category 1 | |||||||||||
| Sportsbook | 9,183 | 8,798 | |||||||||
| iGaming | 7,788 | 7,260 | |||||||||
| Other | 651 | 1,498 | |||||||||
1.In circumstances where a player uses multiple product categories within one brand, we are generally able to identify that it is the same player who is using multiple product categories and therefore count this player as only one AMP at the Group level while also counting this player as one AMP for each separate product category that the player is using. As a result, the sum of the AMPs presented at the product category level presented above is greater than the total AMPs presented at the Group level. AMPs presented above reflect a level of duplication that arises from individuals who use multiple brands or product offerings. See “—Key Operational Metrics” above for additional information regarding how we calculate AMPs data, including a discussion regarding duplication of players that exists in such data.
34
Table of Contents
The following table presents a summary of our financial results for the periods indicated and is derived from our condensed consolidated financial statements for the interim periods indicated:
| Three months ended March 31, | |||||||||||
| (Amounts in $ millions, except percentages) | 2026 | 2025 | |||||||||
| Revenue | $ | 4,304 | $ | 3,665 | |||||||
| Cost of Sales | (2,467) | (1,956) | |||||||||
| Gross profit | $ | 1,837 | $ | 1,709 | |||||||
| Technology, research and development expenses | (259) | (215) | |||||||||
| Sales and marketing expenses | (966) | (840) | |||||||||
| General and administrative expenses | (533) | (431) | |||||||||
| Operating profit | $ | 79 | $ | 223 | |||||||
| Other income (expense), net | 311 | 216 | |||||||||
| Interest expense, net | (156) | (85) | |||||||||
| Income before income taxes | $ | 234 | $ | 354 | |||||||
| Income tax expense | (25) | (19) | |||||||||
| Net income | $ | 209 | $ | 335 | |||||||
Net income margin 1 | 4.9 | % | 9.1 | % | |||||||
Adjusted EBITDA 2 | $ | 631 | $ | 616 | |||||||
Adjusted EBITDA margin 2 | 14.7 | % | 16.8 | % | |||||||
1.Net income margin is net income divided by revenue.
2.Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. See “—Supplemental Disclosure of Non-GAAP Measures” for additional information about these measures and reconciliations to the most directly comparable financial measures calculated in accordance with U.S. GAAP.
Our revenue increased by 17%, to $4,304 million for the three months ended March 31, 2026, from $3,665 million for the three months ended March 31, 2025. Our AMPs decreased 3% period over period to 14 million primarily driven by the cessation of operations in India during 2025. Revenue in our US segment increased by 6% period over period, driven by iGaming growth of 19% period over period and sportsbook growth of 1% period over period. Revenue in our International segment increased by 27% 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 a 21% 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%, to $2,467 million for the three months ended March 31, 2026, from $1,956 million for the three months ended March 31, 2025. Cost of sales as a percentage of revenue increased period over period to 57% for the three months ended March 31, 2026 from 53% for the three months ended March 31, 2025. In our U.S. segment, cost of sales as a percentage of revenue increased period over period by 180 basis points, from 57.4% for the three months ended March 31, 2025 to 59.2% for the three months ended March 31, 2026 primarily driven by tax rate increases of 220 basis points, partially offset by market access savings and a year-over-year positive impact from less unfavorable sports results. Cost of sales as a percentage of revenue increased in our International segment by 500 basis points with 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 (ii) a change in estimate of asset useful lives.
35
Table of Contents
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.
General and administrative expenses increased by 24%, to $533 million for the three months ended March 31, 2026, from $431 million for the three months ended March 31, 2025. The increase was primarily as a result of (i) a $40 million increase in our US segment primarily due to increased headcount and lobbying costs and (ii) and a $17 million increase in our international segment primarily driven by the acquisitions of Snai and NSX which contributed a $27 million increase which was partially offset by savings from retail closures in UKI and the reclassification of 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.
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.
Adjusted EBITDA increased by $15 million, to $631 million for the three months ended March 31, 2026, from $616 million for the three months ended March 31, 2025. Adjusted EBITDA margin decreased by 210 basis points from 16.8% to 14.7% reflecting the revenue performance and expenses trends outlined above.
36
Table of Contents
Operational and Financial Metrics by Segment
U.S.
The following table presents a summary of our operational metrics for the U.S. segment for the interim periods indicated.
| Three months ended March 31, | |||||||||||
| AMPs (Amounts in thousands) | 2026 | 2025 | |||||||||
Total U.S. AMPs 1 | 4,267 | 4,312 | |||||||||
U.S. AMPs by Product Category 1 | |||||||||||
| Sportsbook | 3,418 | 3,630 | |||||||||
| iGaming | 1,084 | 985 | |||||||||
| Other | 462 | 389 | |||||||||
Stakes (amounts in $ millions) | $ | 13,357 | $ | 14,606 | |||||||
| Sportsbook net revenue margin | 8.6 | % | 7.8 | % | |||||||
1.Total U.S. AMPs is not a sum total of the AMPs for each product category because in circumstances where a player uses multiple product categories within one brand, we are generally able to identify that it is the same player who is using multiple product categories and therefore count this player as only one AMP at the U.S. segment level while also counting this player as one AMP for each separate product category that the player is using. As a result, the sum of the AMPs presented at the product category level presented above is greater than the total AMPs presented at the U.S. segment level. AMPs presented above reflect a level of duplication that arises from individuals who use multiple brands or product offerings. See “—Key Operational Metrics” above for additional information regarding how we calculate AMPs data, including a discussion regarding duplication of players that exists in such data.
The following table presents our revenue, Adjusted EBITDA and Adjusted EBITDA margin for the U.S. segment for the interim periods indicated.
| Three months ended March 31, | |||||||||||
| (Amounts in $ millions, except percentages) | 2026 | 2025 | |||||||||
| U.S. | |||||||||||
| Sportsbook | $ | 1,144 | $ | 1,134 | |||||||
| iGaming | 564 | 472 | |||||||||
| Other | 55 | 60 | |||||||||
| Total U.S. revenue | $ | 1,763 | $ | 1,666 | |||||||
| Adjusted EBITDA | $ | 119 | $ | 161 | |||||||
| Adjusted EBITDA margin | 6.7 | % | 9.7 | % | |||||||
Total revenue for our U.S. segment increased by 6% period over period to $1,763 million for the three months ended March 31, 2026, from $1,666 million for the three months ended March 31, 2025. AMPs of 4.3 million decreased by 1% period over period.
Sportsbook revenue increased by 1%, where an increase in net revenue margin was partially offset by a 9% period over period decrease in stakes to $13,357 million for the three months ended March 31, 2026.
Sportsbook net revenue margin increased by 80 basis points period over period to 8.6% for the three months ended March 31, 2026 compared to 7.8% for the three months ended March 31, 2025. This reflected the positive impact of sports results of 170 basis points period over period (three months ended March 31, 2026: 30 basis points unfavorable, three months ended March 31, 2025: 200 basis points unfavorable) 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 50 basis points due to the increase in investment related to state launches in Missouri in December 2025, and Arkansas in March 2026.
iGaming revenue for the three months ended March 31, 2026 increased by 19% driven by an increase in AMPs of 10% 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 March 31, 2025.
37
Table of Contents
Other revenue for the three months ended March 31, 2026 decreased by 8% period over period. The decrease was primarily due to a reduction in horse racing revenue driven by an outage with our payment gateway provider which has since been resolved.
Adjusted EBITDA for our U.S. segment was $119 million for the three months ended March 31, 2026, a $42 million decrease compared to $161 million for the three months ended March 31, 2025. Adjusted EBITDA margin decreased to 6.7% for the three months ended March 31, 2026 from 9.7% for the three months ended March 31, 2025.
The decrease in Adjusted EBITDA margin was driven by an increase in cost of sales as a percentage of revenue of 180 basis points from 57.4% for the three months ended March 31, 2025 to 59.2% for the three months ended March 31, 2026, primarily driven by tax rate increases of 220 basis points, partially offset by market access savings and a year-over-year positive impact from less unfavorable sports results. The decrease in Adjusted EBITDA margin was also driven by (i) a 10 basis points increase in technology, research and development expenses as a percentage of revenue primarily due to increased server costs and increased cloud services costs and (ii) a 190 basis points increase in general 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.
International
The following table presents a summary of our operational metrics for the International segment for the interim periods indicated.
| Three months ended March 31, | |||||||||||
| AMPs (Amounts in thousands) | 2026 | 2025 | |||||||||
Total International AMPs 1 | 10,111 | 10,568 | |||||||||
International AMPs by Product Category 1 | |||||||||||
| Sportsbook | 5,765 | 5,168 | |||||||||
| iGaming | 6,705 | 6,276 | |||||||||
| Other | 189 | 1,109 | |||||||||
Stakes (amounts in $ millions) | $ | 9,035 | $ | 6,912 | |||||||
| Sportsbook net revenue margin | 11.9 | % | 12.7 | % | |||||||
1.Total International AMPs is not a sum total of the AMPs for each product category because in circumstances where a player uses multiple product categories within one brand, we are generally able to identify that it is the same player who is using multiple product categories and therefore count this player as only one AMP at the International segment level while also counting this player as one AMP for each separate product category that the player is using. As a result, the sum of the AMPs presented at the product category level presented above is greater than the total AMPs presented at the International segment level. AMPs presented above reflect a level of duplication that arises from individuals who use multiple brands or product offerings. See “—Key Operational Metrics” above for additional information regarding how we calculate AMPs data, including a discussion regarding duplication of players that exists in such data.
The following table presents our revenue, Adjusted EBITDA and Adjusted EBITDA margin for the International segment for the interim periods indicated.
| Three months ended March 31, | |||||||||||
| (Amounts in $ millions, except percentages) | 2026 | 2025 | |||||||||
| International | |||||||||||
| Sportsbook | $ | 1,077 | $ | 880 | |||||||
| iGaming | 1,386 | 1,050 | |||||||||
| Other | 78 | 69 | |||||||||
| Total International revenue | $ | 2,541 | $ | 1,999 | |||||||
| Adjusted EBITDA | $ | 587 | $ | 518 | |||||||
| Adjusted EBITDA margin | 23.1 | % | 25.9 | % | |||||||
38
Table of Contents
The following tables present the International segment disaggregated revenue:
| Three months ended March 31, | |||||||||||||||||
| ($ in millions) | 2026 | 2025 | |||||||||||||||
UKI 1 | $ | 900 | $ | 882 | |||||||||||||
Southern Europe and Africa 2 | 940 | 448 | |||||||||||||||
Asia Pacific 3 | 305 | 313 | |||||||||||||||
Central and Eastern Europe 4 | 160 | 140 | |||||||||||||||
Brazil 5 | 74 | 9 | |||||||||||||||
Other regions 6 | 162 | 207 | |||||||||||||||
| Total International segment revenue | $ | 2,541 | $ | 1,999 | |||||||||||||
1.UK and Ireland (UKI) represents Sky Bet, Paddy Power and Betfair UK and Ireland operations as well as the tombola brand.
2.Southern Europe and Africa (SEA) comprises the Italian operations of our Sisal, Snai (effective from the acquisition date) and PokerStars brands as well as Sisal’s business in Türkiye and Morocco and 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) operations in the region.
6.Other regions is comprised of PokerStars’ non-Italian and Southern European operations (beginning January 1, 2026, PokerStars’ Southern Europe formed part of the Southern Europe and Africa region) and Betfair’s non-Brazilian business.
Total revenue for our International segment increased by 27%, to $2,541 million for the three months ended March 31, 2026 from $1,999 million for the three months ended March 31, 2025 with the acquisitions of Snai and NSX contributing an increase in revenue of 21%. Favorable changes in foreign currency exchange rates contributed to an increase in revenue of 8%. AMPs decreased by 4% period over period driven by the cessation of operations in India during 2025.
Sportsbook revenue increased by 22%, to $1,077 million for the three months ended March 31, 2026 from $880 million for the three months ended March 31, 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. Sportsbook stakes grew 31% period over period with Snai and NSX contributing 20% of the period over period growth, offsetting a decline in net revenue margin. Favorable changes in foreign currency exchange rates contributed to sportsbook revenue growth of 9% period over period.
Sportsbook net revenue margin decreased by 80 basis points period over period to 11.9%. Structural revenue margin decreased by 40 basis points driven by the impact of faster growth in regions with currently lower structural revenue margins including SEA, CEE and Brazil. There was a 120 basis points adverse impact from unfavorable sports results compared with favorable sports results in the prior period (three months ended March 31, 2026: 100 basis points unfavorable, three months ended March 31, 2025: 20 basis points favorable). An 80 basis points reduction in promotional spend to 3.6% of stakes had a positive impact on net revenue margin, partially offsetting the impacts set out above and was 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 UKI and CEE.
iGaming revenue increased by 32%, to $1,386 million for the three months ended March 31, 2026 from $1,050 million for the three months ended March 31, 2025, with the acquisitions of Snai and NSX contributing revenue growth of 22%. 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. Favorable changes in foreign currency exchange rates contributed revenue growth of 6%.
Other revenue for the three months ended March 31, 2026 increased by 13% period over period primarily driven by favorable changes in foreign currency exchange rates which contributed revenue growth of 8%.
On a regional basis:
UKI revenue grew by 2% period over period. UKI sportsbook revenue decreased by 11% due to (i) an increase in amounts staked of 2% which was more then offset by the impact of 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%. UKI iGaming revenue grew 14% period-over-period driven by an increase in AMPs of 10%. A favorable change in foreign currency exchange rates contributed revenue growth of 8%.
39
Table of Contents
SEA revenue grew 110% period over period. The acquisition of Snai contributed revenue growth of 78% 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%. Sportsbook revenue for the region grew 120% period over period due to (i) the acquisition of Snai which contributed an increase in revenue of 103%, and (ii) growth in Sisal due to increase handle which was partially offset by unfavorable sports results. A favorable change in foreign currency exchange rates contributed sportsbook revenue growth of 12%. iGaming revenue grew 104% period over period benefiting from (i) the acquisition of Snai which contributed an increase in revenue of 64%, (ii) growth in Sisal Italy which continues to benefit from Flutter Edge integrations and in Türkiye where an expanding product offering is driving online penetration and (iii) the transfer of PokerStars' Southern European customers to SEA from Other regions which contributed 13% growth. A favorable change in foreign currency exchange rates contributed iGaming revenue growth of 7%.
APAC revenue decreased by 3% period over period. Sportsbook revenue in Australia was 12% higher primarily driven by (i) an increase in amounts staked of 6% which was driven by favorable changes in foreign currency exchange rates, 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%. 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.
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% period over period with NSX contributing 711% 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. A favorable change in foreign currency exchange rates contributed revenue growth of 12%.
Other regions revenue decreased by 22% period over period primarily driven by the transfer of PokerStars' Southern European customers to the SEA region and by continued declines in activity on the PokerStars global platform.
Adjusted EBITDA for International was $587 million for the three months ended March 31, 2026, a 13% increase from $518 million for the three months ended March 31, 2025, and Adjusted EBITDA margin decreased by 280 basis points to 23.1% for the three months ended March 31, 2026. The acquisitions of Snai and NSX contributed to the increase in Adjusted EBITDA by $69 million and the decrease in Adjusted EBITDA margin by 130 basis points.
The overall decrease in Adjusted EBITDA margin was primarily driven by an increase in cost of sales as a percentage of revenue of 500 basis points from 44.0% for the three months ended March 31, 2025, to 49.0% for the three months ended March 31, 2026, with 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 CEE and SEA and (iii) a change in classification of the now-mandatory UK gambling levy from general and administrative costs. The increase in cost of sales as a percentage of revenue was partially offset by a reduction in sales and marketing expenses as a percentage of revenue of 70 basis points from 15.5% for the three months ended March 31, 2025 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.
Supplemental Disclosure of Non-GAAP Measures
Adjusted EBITDA is defined on a Group basis as income (loss) before income taxes; other (expense) income, net; interest expense, net; depreciation and amortization; transaction fees and associated costs; restructuring and integration costs; legal settlements and gaming tax disputes; impairment of property and equipment, intangible assets, right-of-use assets and goodwill and share-based compensation charge. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of revenue.
Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures and should not be viewed as measures of overall operating performance, indicators of our performance, considered in isolation, or construed as alternatives to operating profit or net income (loss) measures, or as alternatives to cash flows from operating activities, as measures of liquidity, or as alternatives to any other measure determined in accordance with GAAP.
40
Table of Contents
These non-GAAP measures are presented solely as supplemental disclosures to reported GAAP measures because we believe that this non-GAAP supplemental information will be helpful in understanding our ongoing operating results and these measures are widely used by analysts, lenders, financial institutions, and investors as measures of performance. Management has historically used Adjusted EBITDA and Adjusted EBITDA Margin when evaluating operating performance because we believe that they provide additional perspective on the financial performance of our core business.
In presenting Adjusted EBITDA and Adjusted EBITDA Margin, the Group excludes certain items as explained below:
•Transaction fees and associated costs and restructuring and integration costs, which include charges for discrete projects or transactions that significantly change our operations, are excluded because they are not part of the ongoing operations of our business, which includes normal levels of reinvestment in the business.
•Legal settlements and gaming tax disputes, which include charges for specific investigations and litigation, are excluded due to the difficulty in predicting their timing and scope and because they are considered by management to be outside the normal course of business.
•Other (expense) income, net is excluded because it is not indicative of our core operating performance.
•Impairment of property and equipment, intangible assets, right-of-use assets and goodwill, which may arise from time to time that would impact comparability. We do not consider impairment when evaluating the Company’s performance, when making decisions regarding the allocation of resources, in determining incentive compensation, or in determining earnings estimates.
•Share-based compensation expense is excluded as this could vary widely among companies due to different plans in place resulting in companies using share-based compensation awards differently, both in type and quantity of awards granted.
Adjusted EBITDA and Adjusted EBITDA Margin are not measures of performance or liquidity calculated in accordance with GAAP. They are unaudited and should not be considered as alternatives to, or more meaningful than, net income (loss) as indicators of our operating performance. In addition, other companies in the betting and gaming industry that report Adjusted EBITDA may calculate Adjusted EBITDA in a different manner and such differences may be material. The definition of Adjusted EBITDA and Adjusted EBITDA Margin may not be the same as the definitions used in any of our debt agreements.
Adjusted EBITDA and Adjusted EBITDA Margin have further limitations as an analytical tool. Some of these limitations are:
•they do not reflect the Group’s cash expenditures or future requirements for capital expenditure or contractual commitments;
•they do not reflect changes in, or cash requirements for, the Group’s working capital needs;
•they do not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on the Group’s debt;
•they do not reflect shared-based compensation expense, which is primarily a non-cash charge that is part of our employee compensation;
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA do not reflect any cash requirements for such replacements;
•they are not adjusted for all non-cash income or expense items that are reflected in the Group’s statements of cash flows; and
•the further adjustments made in calculating Adjusted EBITDA are those that management consider not to be representative of the underlying operations of the Group and therefore are subjective in nature.
41
Table of Contents
The following table reconciles net income, the most comparable GAAP financial measure, to Adjusted EBITDA and Adjusted EBITDA Margin for the fiscal quarters presented:
| Three months ended March 31, | |||||||||||
| (Amounts in $ millions, except percentages) | 2026 | 2025 | |||||||||
| Net (loss) income | 209 | 335 | |||||||||
| Add back: | |||||||||||
| Income taxes | 25 | 19 | |||||||||
| Other (expense) income, net | (311) | (216) | |||||||||
| Interest expense, net | 156 | 85 | |||||||||
| Depreciation and amortization | 416 | 294 | |||||||||
| Share-based compensation expense | 49 | 57 | |||||||||
Transaction fees and associated costs 1 | 21 | 1 | |||||||||
Restructuring and integration costs 2 | 66 | 41 | |||||||||
| Adjusted EBITDA | $ | 631 | $ | 616 | |||||||
| Revenue | $ | 4,304 | $ | 3,665 | |||||||
| Adjusted EBITDA Margin | 14.7 | % | 16.8 | % | |||||||
1.During three months ended March 31, 2026, transaction costs of $21 million primarily relate to the Groups contribution to a super political action committee.
2.During the three months ended March 31, 2026, costs of $66 million (three months ended March 31, 2025: $41 million) primarily relate to various restructuring, acquisition integration and other strategic initiatives to drive synergies. The programs are expected to run until 2027. These actions include efforts to consolidate and integrate our technology infrastructure, back-office functions and relocate certain operations to lower cost locations. It also includes business process re-engineering cost, planning and design of target operating models for the Group's enabling functions and discovery and planning related to the Group's anticipated migration to a new enterprise resource planning system. The costs primarily include severance expenses, advisory fees and temporary staffing costs.
Liquidity and Capital Resources
Overview
Our principal sources of liquidity are our cash and cash equivalents, cash generated from operations, and borrowings from various financial institutions and debt investors. We expect to continue to have cash requirements to support working capital needs and capital expenditures, to pay interest and service our long-term debt, to service our obligations under our operating leases, and to repurchase our ordinary shares subject to economic and market conditions and our capital requirements, and otherwise as described below under “Other Purchase Obligations.” We believe we have the ability and sufficient capacity to meet these cash requirements in the short term and long term by using available cash, internally generated funds and borrowings under the Group’s £1.1 billion committed revolving credit facility. As of March 31, 2026, we had $1,512 million of cash and cash equivalents available for corporate use.
Long-term Debt
As of March 31, 2026, we had an aggregate principal amount of long-term debt of $12 billion, with $52 million due within 12 months. In addition, we are obligated to make periodic interest payments at variable rates, depending on the terms of the applicable debt agreements. Based on applicable interest rates and scheduled debt maturities as of March 31, 2026, our total interest obligation on long-term debt totaled $639 million payable within 12 months net of hedging. Actual future interest payments may differ from these amounts based on changes in floating interest rates or other factors or events. Excluded from these amounts are other costs related to indebtedness.
Leases
We have lease arrangements primarily for offices, retail stores and data centers. As of March 31, 2026, the Group had operating lease obligations of $595 million with $153 million payable within 12 months.
42
Table of Contents
Share Repurchase Programs
On September 25, 2024, our Board authorized a share repurchase program (the “2024 Share Repurchase Program”) of up to $5 billion of our ordinary shares. The authorization does not have a stated expiration date. The timing and the actual number of shares repurchased will depend on a variety of factors, including legal requirements, price, economic and market conditions and our capital requirements. We may from time to time in the future repurchase shares on the open market on a case by case basis or on a non-discretionary basis pursuant to a plan or in any other manner designed to comply with the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), through block trades, in privately negotiated transactions, by effecting a tender offer, through the purchase of call options or the sale of put options, or otherwise, or by any combination of the foregoing. As of March 31, 2026, Flutter has repurchased 5,525,026 ordinary shares under the 2024 Share Repurchase Program for a total of $1,242 million.
Other Purchase Obligations
As of March 31, 2026, material cash requirements from known contractual and other obligations relating to sponsorship, marketing, media and other agreements totaled $5,537 million, which includes capital expenditure commitments contracted for but not yet incurred of $11 million. Contractual and other obligations payable in the remainder of fiscal 2026 are $1,543 million.
Cash Flow Information
The following table summarizes our condensed consolidated cash flow information for the periods presented:
| Three months ended March 31, | |||||||||||
| ($ in millions) | 2026 | 2025 | |||||||||
| Net cash provided by (used in): | |||||||||||
| Operating activities | $ | 330 | $ | 188 | |||||||
| Investing activities | $ | (172) | $ | (100) | |||||||
| Financing activities | $ | (458) | $ | (271) | |||||||
Three months ended March 31, 2026 compared to three months ended March 31, 2025:
Operating Activities
Net cash provided by operating activities for the three months ended March 31, 2026, increased by $142 million, or 76%, to $330 million compared to $188 million of net cash provided by operating activities for the three months ended March 31, 2025.
The movement in our cash flows from operating activities was primarily driven by (i) a cash inflow in player deposit liabilities of $167 million due to timing of sports events and payment of lottery winnings by Sisal in the three months ended March 31, 2025 as a result of the rollover of the lottery jackpot as of December 31, 2024 and (ii) timing of payments, partially offset by (i) an increase in tax payments of $56 million due to payment of withholding tax in the U.S. and the settlement of an uncertain tax benefit in Australia and (ii) higher operating costs period over period.
Investing Activities
Net cash used in investing activities increased by $72 million, or 72%, for the three months ended March 31, 2026, to $172 million compared to $100 million for the three months ended March 31, 2025. The increase was primarily driven by an increase in capital expenditures period over period.
43
Table of Contents
Financing Activities
For the three months ended March 31, 2026, net cash used in financing activities increased by $187 million, or 69%, to $458 million compared to net cash used in financing activities of $271 million for the three months ended March 31, 2025. The increase was primarily driven by an increase in repayment of long-term debt of $734 million period over period primarily driven by repayments on our GBP Revolving Credit Facility due 2028 which was partially offset by (i) an increase in proceeds from issuance of long-term debt of $450 million on our GBP Revolving Credit Facility due 2028 and (ii) a decrease in repurchases of ordinary shares and taxes withheld and paid on employee share awards of $109 million primarily driven by lower share repurchases period over period.
Off-Balance Sheet Arrangements
As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Critical Accounting Policies and Estimates
Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. Our discussion and analysis of the financial condition and results of operations are based on these unaudited condensed consolidated financial statements. The preparation of these unaudited condensed consolidated financial statements requires the application of accounting policies in addition to certain estimates and judgments by our management. Our estimates and judgments are based on currently available information, historical results and other assumptions we believe are reasonable. Actual results could differ materially from these estimates.
Fox Option liability
During the three months ended March 31, 2026, there were no changes to the fair value measurement approach for the Fox Option liability as discussed in the 2025 Annual Report. For the input of subjective assumptions used in the option pricing model, please see Note 15 “Fair Value Measurements” to the unaudited condensed consolidated financial statements included in Part I, “Item 1. Financial Statements” of this Quarterly Report.
Changes in assumptions, each in isolation, may change the fair value of the Fox Option liability. Generally, a decrease in the equity value of the investor units, volatility and the probability of FOX getting licensed and an increase in DLOM and DLOC may result in a decrease in the fair value of the Fox Option liability. Due to the inherent uncertainty of determining the fair value of the Fox Option liability, the fair value of the Fox Option liability may fluctuate from period to period.
Additionally, the fair value of the Fox Option liability may differ significantly from the value that would have been used had a readily available market existed for FanDuel. In addition, changes in the market environment and other events that may occur over the life of the Fox Option may cause the losses ultimately realized on the Fox Option to be different than the unrealized losses reflected in the valuations currently assigned. The range in fair value as of March 31, 2026, is $1 million to $902 million, assuming a 10% increase/decrease in the equity value of the investor units and using the upper and lower end of the ranges of volatility, DLOC and DLOM, as disclosed in Note 15 “Fair Value Measurements” to the unaudited condensed consolidated financial statements included in Part I, “Item 1. Financial Statements” of this Quarterly Report.
44
Table of Contents
Litigation and Claims
We are regularly involved as plaintiffs or defendants in claims and litigation related to our past and current business operations. We establish an accrued liability for legal claims and indemnification claims when we determine that a loss is both probable and the amount of the loss can be reasonably estimated. Our estimates are based on all known facts at the time and our assessment of the ultimate outcome. As additional information becomes available, we reassess the potential liability related to our pending claims and litigation and may revise our estimates. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters. The estimates require significant judgment, given the varying stages of the proceedings, the numerous yet-unresolved issues in many of the claims and the uncertainty of the various potential outcomes of such claims. We vigorously defend ourselves against what we believe are improper claims, including those asserted in litigation. Due to the unpredictable nature of litigation, there can be no assurance that our accruals will be sufficient to cover the extent of our potential exposure to losses. Any fees, expenses, fines, penalties, judgments or settlements which might be incurred by us in connection with the various proceedings could affect our results of operations and financial condition. Please see Note 16 “Commitments and Contingencies” to the unaudited condensed consolidated financial statements included in Part I, “Item 1. Financial Statements” of this Quarterly Report.
Valuation of Assets and Liabilities Acquired in a Business Combination
The accounting for a business combination requires the excess of the purchase price for an acquisition over the net book value of assets acquired to be allocated to identifiable assets, including intangible assets. Valuations are performed by independent valuation specialists under management’s supervision. We use various recognized valuation methods including present value modelling.
Significant estimates and assumptions that we must make in estimating the fair value of acquired trademarks and customer relationships include future cash flows that we expect to generate from the acquired assets, including expected revenue growth rates, estimated royalty rates, customer attrition rates, profitability and discount rates.
The fair value of the acquired trade name is generally estimated using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the trade name. Assumed royalty rates are applied to the projected revenues for the remaining useful life of the trade name to estimate the royalty savings. The fair value of customer relationships is estimated using the multi-period excess earnings method. The multi-period excess earnings method model estimates revenues and cash flows derived from the primary asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as trade name, technology and working capital that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the primary asset acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. Please see Note 11 “Business Combinations” to the unaudited condensed consolidated financial statements included in Part I, “Item 1. Financial Statements” of this Quarterly Report.
We believe that the estimated fair values assigned to the assets acquired and liabilities assumed are based on reasonable assumptions that a marketplace participant would use. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, we could record impairment charges. In addition, we have estimated the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expense. If our estimates of the economic lives change, depreciation or amortization expenses could be accelerated or slowed.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
There have been no significant changes in our exposure to market risk during the three months ended March 31, 2026. Refer to Part II, “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in the 2025 Annual Report.
45
Table of Contents
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of March 31, 2026. Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
During the quarter ended March 31, 2026, the Company commenced the phased implementation of our new technology infrastructure, business processes, and operating models for our enabling functions related to our new enterprise resource planning system. This has involved changes to our internal controls over financial reporting. Except for these items, there were no other changes to our internal control over financial reporting that occurred during the first quarter of 2026 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
46
Table of Contents
PART II
Item 1. Legal Proceedings
We are, and from time to time may become, subject to litigation and various legal proceedings, including litigation and proceedings related to competition and antitrust, intellectual property, privacy, consumer protection, accessibility claims, securities, tax, advertising practices, labor and employment, commercial disputes and services, as well as shareholder derivative suits, class action lawsuits, actions from former employees, suits involving governmental authorities and other matters, that involve claims for substantial amounts of money or for other relief or that might necessitate changes to our business or operations. Please see Note 16 “Commitments and Contingencies” to our unaudited condensed consolidated financial statements included in Part I, “Item 1. Financial Statements” of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
Item 1A. Risk Factors
There have been no material changes to the risk factors disclosed in “Part I, Item 1A. Risk Factors” in our 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.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table provides information about acquisitions of Flutter’s ordinary shares by Flutter during the first quarter of fiscal 2026:
| Period | Total Number of Shares Purchased (1) | Weighted Average Price Paid Per Share (2) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | Maximum Dollar Amount of Shares That May Yet Be Purchased Under the Program (1) | |||||||||||||||||||
| January 1, 2026 to January 31, 2026 | — | — | — | $ | 3,879,289,754 | ||||||||||||||||||
| February 1, 2026 to February 28, 2026 | — | — | — | $ | 3,879,289,754 | ||||||||||||||||||
| March 1, 2026 to March 31, 2026 | 1,152,508 | $104.72 | 1,152,508 | $ | 3,758,594,161 | ||||||||||||||||||
| Total | 1,152,508 | $104.72 | 1,152,508 | ||||||||||||||||||||
(1) On September 25, 2024, our Board authorized the 2024 Share Repurchase Program of up to $5 billion of our ordinary shares. The 2024 Share Repurchase Program does not have a fixed expiration date.
(2) Average price per share excludes any excise tax.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
47
Table of Contents
Item 5. Other Information
During the three months ended March 31, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted terminated
48
Table of Contents
Item 6. Exhibits
Exhibit No. | Description | |||||||
| 3.1 | Memorandum and Articles of Association of Flutter Entertainment plc (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 1, 2024). | |||||||
| 10.1 | Flutter Entertainment plc Amended and Restated 2024 Omnibus Equity Incentive Plan Including the Non-Employee Sub-Plan (as amended on February 27, 2026).*† | |||||||
| 31.1 | Certification of Quarterly Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.* | |||||||
| 31.2 | Certification of Quarterly Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.* | |||||||
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* | |||||||
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* | |||||||
| 101.1 | The following information from Flutter Entertainment plc’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 formatted in Inline XBRL: (i) Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025; (ii) Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2026 and 2025; (iii) Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity and Redeemable Non-Controlling Interests for the three months ended March 31, 2026 and 2025; (iv) Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025; and (v) Notes to the Unaudited Condensed Consolidated Financial Statements.* | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101.1). | |||||||
*Filed herewith.
† Management contract or compensatory plan or arrangement.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves and should not be relied upon for that purpose. In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
49
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Flutter Entertainment plc | |||||||||||
| (Registrant) | |||||||||||
Date: May 6, 2026 | By: | /s/ Peter Jackson | |||||||||
| Name: | Peter Jackson | ||||||||||
| Title: | Chief Executive Officer | ||||||||||
| (Principal Executive Officer) | |||||||||||
Date: May 6, 2026 | By: | /s/ Rob Coldrake | |||||||||
| Name: | Rob Coldrake | ||||||||||
| Title: | Chief Financial Officer | ||||||||||
| (Principal Financial and Accounting Officer) | |||||||||||
50
FAQ
How did Flutter (FLUT) perform financially in Q1 2026?
Flutter reported Q1 2026 revenue of $4,304 million, up from $3,665 million a year earlier, showing solid top-line expansion. Net income attributable to shareholders was $218 million, down from $283 million, as higher operating costs and interest expenses weighed on profitability.
What were Flutter (FLUT) U.S. and International segment results for Q1 2026?
In Q1 2026, Flutter’s U.S. segment generated $1,763 million in revenue and $119 million in Adjusted EBITDA. The International segment produced $2,541 million in revenue and $587 million in Adjusted EBITDA, reflecting strong growth, particularly in Italy and other regulated markets.
How did Flutter’s earnings per share change in Q1 2026?
Flutter’s basic earnings per share were $1.24 and diluted EPS were $1.23 in Q1 2026. This compares with basic EPS of $1.59 and diluted EPS of $1.57 in Q1 2025, reflecting lower operating profit and higher interest costs despite higher revenue.
What was Flutter’s cash flow and debt position at March 31, 2026?
For Q1 2026, Flutter generated $330 million of net cash from operating activities, up from $188 million a year earlier. At March 31, 2026, the company reported total debt of $11,965 million, including $11,794 million of long-term debt after the current portion.
How did Flutter’s International revenue mix evolve, especially in Italy and Brazil?
In Q1 2026, International revenue reached $2,541 million. Italy contributed $841 million versus $405 million a year earlier, reflecting the Snai acquisition, while Brazil revenue rose to $74 million from $9 million, supported by the NSX/Betnacional investment.
What impact did the Fox Option liability have on Flutter’s Q1 2026 results?
Flutter recorded a $293 million fair value gain on the Fox Option liability within other income in Q1 2026, compared with a $205 million gain a year earlier. This non-cash movement significantly boosted other income, partially offsetting higher operating and interest expenses.
What is Flutter’s effective tax rate for Q1 2026 and what drives it?
Flutter’s effective income tax rate was 10.7% in Q1 2026, compared with 5.4% in Q1 2025. The change mainly reflects jurisdictional earnings mix and discrete items, including the fair value gain on the Fox Option, loss-making jurisdictions without recognized benefits, and share-based compensation tax effects.