8-K
false 0001635327 0001635327 2025-10-30 2025-10-30
 
 

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): October 30, 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 October 30, 2025, Flutter Entertainment plc released, via the Regulatory News Service in London, an announcement (the “RNS Announcement”) regarding a block listing interim review for its ordinary shares, 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 October 30, 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: October 30, 2025     By:  

/s/ Edward Traynor

    Name:   Edward Traynor
    Title:   Group Company Secretary

Exhibit 99.1

30 October 2025

Flutter Entertainment plc

BLOCK LISTING SIX MONTHLY RETURN

 

Name of applicant:    FLUTTER ENTERTAINMENT PLC
Name of schemes:   

(i) Flutter Entertainment plc Sharesave Scheme;

 

(ii)  Flutter Entertainment plc 2015 Deferred Share Incentive plan;

 

(iii)  Flutter Entertainment plc 2024 Omnibus Equity Incentive Plan;

 

(iv) Flutter Entertainment plc Restricted share Plan;

 

(v)   Flutter Entertainment plc 2015 Medium Term Incentive Plan;

 

(vi) Flutter Entertainment plc 2015 Long Term Incentive Plan;

 

(vii) The Stars Group Inc. Equity Incentive Plan;

 

(viii)Flutter Entertainment plc 2024 Management Equity Award Plan;

 

(ix) Flutter Entertainment plc 2023 Long Term Incentive Plan; and

 

(x)   Flutter Entertainment plc Restricted share Plan 2022 supplementary Restricted Share plan.

Period of return:    From:    12/04/2025    To:    11/10/2025
Balance of unallotted securities under scheme(s) from previous return:    3,103,937 ordinary shares of Eur 0.09 each
Plus: The amount by which the block scheme(s) has been increased since the date of the last return (if any increase has been applied for):    1,505,000 ordinary shares of Eur 0.09 each
Less: Number of securities issued/allotted under scheme(s) during period:   

(i) Flutter Entertainment plc Sharesave Plan

    22,579 ordinary shares of Eur 0.09 each

 

(ii)  Flutter Entertainment plc 2015 Deferred Share Incentive plan

    31,475 ordinary shares of Eur 0.09 each

 

(iii)  Flutter Entertainment plc 2024 Omnibus Equity Incentive Plan

    30,775 ordinary shares of Eur 0.09 each

 

(iv) Flutter Entertainment plc Restricted share Plan

    381,312 ordinary shares of Eur 0.09 each

 

(v)   Flutter Entertainment plc 2015 Medium Term Incentive Plan

    519 ordinary shares of Eur 0.09 each

 

(vi) Flutter Entertainment plc 2015 Long Term Incentive Plan

    49,773 ordinary shares of Eur 0.09 each

 

(vii) The Stars Group Inc. Equity Incentive Plan

    494 ordinary shares of Eur 0.09 each

 

(viii)Flutter Entertainment plc 2024 Management Equity Award Plan

    121,770 ordinary shares of Eur 0.09 each

Equals: Balance under scheme(s) not yet issued/allotted at end of period:       3,970,240 ordinary shares of Eur 0.09 each      


Name of contact:    Fiona Gildea, Deputy Company Secretary
Telephone number of contact:    +35317790022

The block listing was approved in respect of an aggregate number of shares required to satisfy ongoing obligations of Flutter Entertainment plc (the “Company”) across ten schemes and, in line with market practice, the Company will provide aggregate balance figures in its ‘Block Listing Six Monthly Return’ going forward. The “balance of unallotted securities under scheme(s) from previous return” figure above is the aggregate of the separate “balance under scheme(s) not yet issued/allotted at end of period” figures provided in respect of each scheme in the Company’s ‘Block Listing Six Monthly Return’ for the period 12 October 2024 to 11 April 2025 published on 9 May 2025.