Flutter Entertainment plc

Strategic execution · Strategic transformation and turnaround risks

We may prioritize customer growth and engagement and customer experience over short-term financial results. We may in the future make product and investment decisions that may not prioritize our short-term financial results if we believe that such decisions are consistent with our strategy and long-term goals.

Innovation and product development · Product development and randd investment risks

Our growth prospects may suffer if we are unable to develop successful product offerings or if we fail to pursue additional product offerings or make the right investment decisions in our product offerings and technology. The industries in which we operate are subject to rapid and frequent changes in standards, technologies, products and services, as well as in customer demands, expectations and regulations.

Strategic execution · Merger acquisition and divestiture risks

We may encounter difficulties in integrating, separating and managing acquisitions, divestitures or other strategic transactions or alliances, and, therefore, may not realize the anticipated benefits of such transactions. We have entered into a number of business combinations in recent years, including the acquisitions of NSX Group in May 2025, Snaitech S.p.A in April 2025, Maxbet in January 2024 and Sisal in August 2022.

Market and investment · Interest rate and yield curve risk

Our exposure to the risk of changes in market interest rates relate primarily to interest expense on our long-term debt obligations with floating interest rates, including our term loan facilities and revolving credit facility.

International and currency · Foreign exchange and currency exposure

We are exposed to foreign exchange rate risk with respect to the translation of foreign currency denominated balance sheet amounts and to the risk of interest rate fluctuations. Our reporting currency is U.S. dollars, but part of our income, customer deposits and expenditure is in other currencies, including, in particular, euro, pounds sterling, Canadian dollars and Australian dollars.

Capital structure and performance · Financial performance volatility

Variability in win rates, the timing of jackpot payouts in our iGaming and the broadcasting and scheduling of major sporting events could materially adversely affect our financial results. Although each game or sports bet generally performs within a defined statistical range of outcomes, actual outcomes may vary for any given period.

Capital structure and performance · Dividend policy and capital allocation

We have not paid dividends on our ordinary shares since May 2020 and may not pay dividends in future. The declaration, amount and timing of any future dividends on our ordinary shares will be at the sole discretion of our Board and will depend on a range of factors, including our financial condition and results of operations.

Capital structure and performance · Financial reporting and accounting risks

We previously identified deficiencies in our internal control over financial reporting that constitute material weaknesses as defined in Regulation S-X. Although these material weaknesses have been remediated, if we identify material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting to the standards required by U.S. securities laws, we may not be able to accurately report our financial condition or results of operations.

Tax and financial reporting · Transfer pricing and international tax

For example, certain jurisdictions in which we operate have implemented, or are expected to implement, Pillar One of the OECD's Base Erosion and Profit Shifting (BEPS) 2.0 project. Pillar One would allocate taxing rights based on digital presence rather than physical presence and could increase the Group's effective tax rate.

Industry regulation · Licensing and permits

The successful execution of our growth strategy, particularly with respect to our U.S. business, depends on our ability to expand our provision of online betting and iGaming services into new and existing jurisdictions and markets where the regulatory status of the provision of such services has been clarified or liberalized.

Digital transformation and innovation · Artificial intelligence and automation

We use AI, machine learning and similar technologies in our business, which may present business, compliance, and reputational risks. Recent technological advances in artificial intelligence and machine-learning technology both present opportunities and pose risks to us. We use machine learning, AI technologies, data science and similar technologies in our products, services and infrastructure.

Technology infrastructure · Technology systems and infrastructure failure

We are highly dependent on the development and operation of our sophisticated and proprietary technology and advanced information systems, and any disruptions to such systems or failure to effectively adopt and implement new technologies and systems could have a material adverse effect on our business, financial condition and results of operations. Our business relies on complex information technology systems that are critical to the operation of our businesses.

Cybersecurity and data protection · Data breaches and cyber attacks

Security breaches, unauthorized access to or disclosure of our data or customer data, cyber-attacks on our systems or other cyber incidents could compromise sensitive information related to our business (including personal data processed by us or on our behalf) and expose us to liability, which could harm our reputation and materially and adversely affect our business, financial condition and results of operations.

Digital transformation and innovation · Technology obsolescence and evolution

New customer demands, superior product offerings by competitors, new industry standards or changes in the regulatory environment could render our existing product offerings unattractive, unmarketable or obsolete, and require us to make substantial unanticipated changes to our technology or business model.

Stakeholder relations · Supplier and vendor relationships

Furthermore, many of the parties with whom we have advertising arrangements provide advertising services to other companies, including our competitors. While we believe there are other third parties that could drive customers to our product offerings, adding or transitioning to them may disrupt our business and increase our costs.

Corporate governance · Ethics and compliance culture

While we maintain safeguards and policies to deter practices by our directors, officers, employees, agents, collaborators and contractors that would violate applicable laws. However, we cannot ensure that our compliance controls, policies and procedures will in every instance protect us from acts committed by such persons that would violate the laws or regulations of the jurisdictions in which we operate.

Reputation and brand · Brand damage and negative publicity

If we are unable to build, maintain and enhance our brands, or if events occur that damage our reputation and brands, our ability to expand our customer base may be impaired and our business and financial results may be harmed. We believe that our brands have significant value and contribute to the success of our business.

Supply chain and procurement · Supplier operation and dependance

Uncertainty as to the legality of online betting and/or iGaming or adverse public sentiment towards online betting and/or iGaming may deter third party suppliers from dealing with us. The willingness of third party suppliers to provide their services to us may be affected by their own assessment of the legality of their provision of services to us.

Human capital and workforce · Talent acquisition and retention

Competition for qualified personnel for critical skill areas is intense, and we may not be able to successfully attract, retain, or motivate key personnel. Equity-based awards comprise a key component of management compensation, and if our ordinary share price declines or becomes volatile, it may be difficult to retain or motivate such individuals.

Geopolitical and trade · Political instability and government changes

Geopolitical events and political developments could adversely affect our business, financial condition and results of operations. Our results of operations are influenced by geopolitical events. Instability and uncertainties arising from the global geopolitical environment, including as a result of political developments, changes in government leadership or policy priorities, military action, conflicts, terrorist attacks, and the potential for changes in global trade policies.