true 0001635327 0001635327 2025-12-11 2025-12-11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 11, 2025
Flutter Entertainment plc
(Exact Name of Registrant as Specified in its Charter)
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Ireland
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001-37403
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98-1782229
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(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification Number) |
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| One Madison Avenue New York, New York |
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10010 |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (646) 930-0950
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
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Trading
Symbol(s) |
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Name of each exchange
on which registered |
| Ordinary Shares, nominal value of €0.09 per share |
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FLUT |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
EXPLANATORY NOTE
As previously reported by Flutter Entertainment plc (the “Company”) on December 11, 2025 and January 14, 2026 on Form 8-K (the “Original Form 8-Ks”), the Company appointed Sally Susman and David Kenny, respectively, to the Company’s Board of Directors (the “Board”) as non-executive directors effective as of the conclusion of, and subject to election at, the Company’s 2026 Annual General Meeting on May 29, 2026 (“2026 AGM”). At the time of their appointments, the Board had not yet determined the committees of the Board to which Ms. Susman and Mr. Kenny would be appointed. This Amendment No. 1 to the Original Form 8-Ks is being filed solely to amend and supplement Item 5.02 of the Original Form 8-Ks, as described below. This Amendment No. 1 makes no other amendments to the Original Form 8-Ks.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 23, 2026, the Board appointed Sally Susman as a member of the Risk and Sustainability Committee of the Board and David Kenny as a member of the Compensation and Human Resources Committee of the Board, effective as of the conclusion of, and subject to election at, the 2026 AGM.
| Item 7.01 |
Regulation FD Disclosure. |
On April 28, 2026, Flutter Entertainment plc released, via the Regulatory News Service in London, an announcement (the “RNS Announcement”) regarding Ms. Susman and Mr. Kenny’s committee appointments, which is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit
No. |
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Description |
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| 99.1 |
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RNS Announcement dated April 28, 2026 |
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| 104 |
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The cover page of this Current Report on Form 8-K, formatted in Inline XBRL |
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 hereunto duly authorized.
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Flutter Entertainment plc |
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(Registrant) |
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| Date: April 28, 2026 |
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By: |
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/s/ Edward Traynor |
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Name: |
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Edward Traynor |
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Title: |
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Company Secretary |
Exhibit 99.1
April 28, 2026
Flutter Entertainment plc (“Flutter” the “Company”)
Changes to the Flutter Board Committee Memberships
Flutter hereby announces that with effect from the conclusion of the Annual General Meeting to be held on May 29, 2026, the following updates to the
Board Committee Memberships
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Sally Susman to be appointed as a member of the Risk and Sustainability Committee |
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David Kenny to be appointed as a member of the Compensation and Human Resources Committee |
Enquiries:
Edward Traynor
Company Secretary
+353872232455
