FLUT appoints Mr. Bomhard as non-executive director from Oct 1, 2025

Rhea-AI Filing Summary

Flutter Entertainment plc reported the appointment of Mr. Bomhard as a non-executive director, effective October 1, 2025. The filing states he has not been appointed to any Board committee at this time. The company refers to its existing director schedule as described in the definitive proxy statement filed on April 24, 2025 and notes an RNS announcement dated September 12, 2025. The current report cover page is provided in Inline XBRL, and the filing is signed by Fiona Gildea, Deputy Company Secretary and Head of Governance.

Positive

• Appointment confirmed: Mr. Bomhard named non-executive director effective October 1, 2025
• Filing transparency: Report uses Inline XBRL and references the definitive proxy filed on April 24, 2025

Negative

• No committee role: Mr. Bomhard has not been appointed to any Board committee at this time
• Limited detail: Filing provides no biographical or role-specific responsibilities for the new director

Insights

Corporate Governance Analyst

Board composition updated with a new non-executive director effective October 1, 2025.

The appointment of Mr. Bomhard adds an additional non-executive director role to the board roster effective October 1, 2025. The filing explicitly notes that he is not yet a member of any Board committee, which leaves committee workloads and oversight responsibilities unchanged for now.

The relevant items to monitor include whether committee assignments are announced ahead of the next shareholder meeting and any updates in the definitive proxy schedule filed on April 24, 2025. Changes to committee composition would be the next concrete governance milestone.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

false 0001635327 0001635327 2025-09-12 2025-09-12

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): September 12, 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

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 12, 2025, Flutter Entertainment plc (the “Company”) announced that the Board of Directors (the “Board”) has appointed Stefan Bomhard to the Board as a non-executive director, effective as of October 1, 2025. Mr. Bomhard has not been appointed as a member of a Board committee at this time.

The Board has determined that Mr. Bomhard is an independent director in accordance with the New York Stock Exchange listing standards.

Mr. Bomhard, age 58, has served as the Chief Executive Officer and member of the board of directors of Imperial Brands plc (“Imperial Brands”), a global consumer-focused company in the tobacco and nicotine industry, since July 2020. Mr. Bomhard will retire as Chief Executive Officer of Imperial Brands on October 1, 2025 and will continue to serve as a director until December 31, 2025. Prior to his time at Imperial Brands, Mr. Bomhard served as the Chief Executive Officer of Inchcape PLC (“Inchcape”), a global distribution and retail leader in the premium and luxury automotive sectors, from April 2015 until June 2020. Prior to Inchcape, Mr. Bomhard was president of Bacardi Limited’s European region and was also responsible for Bacardi’s Global commercial organization and Global Travel Retail. Additional previous roles held by Mr. Bomhard include Chief Commercial Officer of Cadbury plc and Chief Operating Officer of Unilever Food Solutions Europe. This followed senior management and sales and marketing positions at Diageo (Burger King) and Procter & Gamble. Additionally, Mr. Bomhard currently serves as a non-executive director of Compass Group plc. Mr. Bomhard holds a bachelor’s degree in business administration from Middlesex University, a bachelor’s degree from Reutlingen University and a Ph.D. in marketing from the University of Bradford.

Mr. Bomhard will receive compensation consistent with the Company’s fee schedule for non-executive directors. The current schedule is described in the Company’s definitive Proxy Statement for its 2025 Annual General Meeting, filed with the U.S. Securities and Exchange Commission on April 24, 2025.

Mr. Bomhard does not have any family relationships with any executive officer or director of the Company or its affiliates. There are no arrangements or understandings with the Company, or any other persons, under which Mr. Bomhard was elected to serve as a director of the Company. In addition, Mr. Bomhard is not party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On September 12, 2025, Flutter Entertainment plc released, via the Regulatory News Service in London, an announcement (the “RNS Announcement”) regarding Mr. Bomhard’s appointment, 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

Exhibit No.		Description
99.1		RNS Announcement dated September 12, 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: September 12, 2025		By:		/s/ Fiona Gildea
		Name:		Fiona Gildea
		Title:		Deputy Company Secretary and
				Head of Governance

FAQ

What change did Flutter Entertainment (FLUT) report in this 8-K?

The company reported the appointment of Mr. Bomhard as a non-executive director, effective October 1, 2025.

Is Mr. Bomhard assigned to any Board committees at Flutter (FLUT)?

No. The filing states Mr. Bomhard has not been appointed as a member of any Board committee at this time.

Where can I find the board schedule referenced in the filing for FLUT?

The filing refers to the company’s definitive proxy statement for the 2025 Annual General Meeting filed on April 24, 2025 for the current schedule.

Who signed the current report for Flutter (FLUT)?

The report is signed by Fiona Gildea, Deputy Company Secretary and Head of Governance.

Was an RNS announcement issued for this event?

Yes. The filing references an RNS announcement dated September 12, 2025.