Major holdings notification prompts RNS disclosure by Flutter (FLUT)

Rhea-AI Filing Summary

Flutter Entertainment plc filed a current report to inform investors that it has released an announcement in London about a major shareholding notification. On August 22, 2025, the company published an RNS Announcement after receiving a Standard Form TR-1, which is the standard notification of major holdings under United Kingdom rules.

The RNS Announcement, dated August 22, 2025, is included as Exhibit 99.1 and is incorporated by reference. This step is designed to align the company’s U.S. disclosure with requirements of the UK Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.

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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): August 22, 2025

Flutter Entertainment plc

(Exact Name of Registrant as Specified in its Charter)

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

One Madison Avenue New York, New York		10010
(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.)

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 August 22, 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 August 22, 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: August 22, 2025				By:		/s/ Fiona Gildea
				Name:		Fiona Gildea
				Title:		Deputy Company Secretary and
						Head of Governance

FAQ

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

Flutter Entertainment plc reported that it released an RNS Announcement in London on August 22, 2025, after receiving a major shareholding notification on Standard Form TR-1. The RNS is attached as Exhibit 99.1 and incorporated by reference.

What is the purpose of Flutter Entertainment’s RNS Announcement mentioned for FLUT?

The RNS Announcement was made to comply with the UK Financial Conduct Authority’s Disclosure Guidance and Transparency Rules. It relates to a notification of major holdings submitted on Standard Form TR-1 and is furnished as Exhibit 99.1 to the report.

Which exhibit in Flutter Entertainment’s (FLUT) 8-K contains the RNS Announcement?

Exhibit 99.1 contains Flutter Entertainment plc’s RNS Announcement dated August 22, 2025. This exhibit is incorporated by reference into the report, aligning U.S. disclosure with the UK major holdings notification requirements.

When was the major holdings notification announcement for Flutter Entertainment (FLUT) released?

The company released the RNS Announcement on August 22, 2025, via the Regulatory News Service in London. This followed receipt of a Standard Form TR-1 notification of major holdings and is reflected in Exhibit 99.1 of the report.

Why is Flutter Entertainment (FLUT) referencing UK Financial Conduct Authority rules?

Flutter Entertainment references the UK Financial Conduct Authority because the major holdings notification is governed by its Disclosure Guidance and Transparency Rules. The company’s RNS Announcement ensures compliance with those UK disclosure obligations alongside U.S. reporting.