[8-K] Flutter Entertainment plc Reports Material Event

Rhea-AI Filing Summary

Flutter Entertainment plc (NYSE: FLUT) filed a Form 8-K dated 31 Jul 2025 to furnish an RNS Announcement (Exhibit 99.1) that discloses receipt of a Standard Form TR-1 notification of major holdings in accordance with the UK Financial Conduct Authority’s Disclosure Guidance and Transparency Rules. No financial results, guidance, or operational updates are included in this filing; it is strictly a regulatory disclosure to keep U.S. investors informed of a share-ownership notice already released in London.

• Item 7.01 – Regulation FD: Furnishes the TR-1 notice via RNS to ensure simultaneous U.S. disclosure.
• Item 9.01 – Exhibits: Lists Exhibit 99.1 (full RNS Announcement) and Exhibit 104 (cover page in Inline XBRL).

The event does not announce new capital raises, acquisitions, litigation, or earnings data. It simply reflects compliance with dual-listing transparency requirements.

Positive

• Demonstrates regulatory transparency by promptly furnishing the UK TR-1 major-holdings notice to U.S. investors.
• Maintains compliance with both SEC Regulation FD and UK FCA disclosure rules, reducing governance risk.

Negative

• No financial or strategic information provided, offering limited insight for valuation models.
• Insufficient detail in the 8-K itself about the shareholding change; investors must dig into Exhibit 99.1.

Insights

Corporate Governance Expert

TL;DR: Routine 8-K furnishing TR-1 shareholding notice; transparency positive, financial impact minimal.

This 8-K is a procedural step to align SEC and FCA disclosure regimes after a shareholder crosses a reportable threshold in Flutter’s ordinary shares. Providing the RNS as Exhibit 99.1 prevents information asymmetry between UK and U.S. investors, underscoring solid governance practices. However, absent position size or buyer identity within the 8-K, investors must consult the attached exhibit for specifics. There are no balance-sheet or P&L implications, so the filing should be viewed as neutral to valuation and largely non-market-moving.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 31, 2025

Flutter Entertainment plc

(Exact Name of Registrant as Specified in its Charter)

Ireland
(State or Other Jurisdiction of Incorporation) 001-37403
(Commission File Number) 98-1782229
(IRS Employer Identification Number)

One Madison Avenue
New York, New York (Address of Principal Executive Offices) 10010
(Zip Code)

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

Not Applicable

(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.):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d‑2(b))

☐
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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, nominal value of €0.09 per share		FLUT		New York Stock Exchange

Indicate by check mark whether the registrant 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. ☐

Item 7.01 Regulation FD Disclosure.

On July 31, 2025, Flutter Entertainment plc (the “Company”) released, via the Regulatory News Service in London, an announcement (the “RNS Announcement”) regarding the submission to the Company of a notification on Standard Form TR-1 (Standard Form for Notification of Major Holdings), which is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. The RNS Announcement was made in order to comply with disclosure requirements pursuant to the United Kingdom Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	RNS Announcement dated July 31, 2025
104	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.

		Flutter Entertainment plc
		(Registrant)
Date:	July 31, 2025	By:	/s/ Fiona Gildea
		Name:	Fiona Gildea
		Title:	Deputy Company Secretary and Head of Governance

FAQ

Why did Flutter Entertainment (FLUT) file this Form 8-K?

To furnish an RNS Announcement reporting a TR-1 notification of major shareholdings, satisfying U.S. Regulation FD and UK FCA rules.

Does the filing include new financial results for FLUT?

No. The 8-K contains no revenue, earnings, or guidance figures.

What exhibit is attached to the 8-K?

Exhibit 99.1 provides the full RNS Announcement dated 31 Jul 2025; Exhibit 104 is the cover page in Inline XBRL.

Is this disclosure expected to impact FLUT’s stock price?

Likely minimal; it is a routine transparency filing without operational news.

Where can investors find the exact shareholding details?

Details are inside Exhibit 99.1, the RNS Announcement attached to the filing.