SEC Form 8-K filed by Flutter Entertainment plc

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): June 4, 2025

Flutter Entertainment plc

(Exact Name of Registrant as Specified in its Charter)

Registrant’s Telephone Number, Including Area Code: +353 (1) 264 1566

300 Park Ave South

New York, New York 10010

(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.):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

On June 4, 2025 (the “Closing Date”), Flutter Treasury DAC (the “Issuer”), an indirect, wholly owned subsidiary of Flutter Entertainment plc (the “Company”), issued and sold the aggregate principal amount of senior secured notes listed below (the “Notes”):

The Notes were issued at 100% of their par value with interest payable semi-annually in arrears. In addition to the Notes, Flutter increased the aggregate principal amount of term B loans outstanding by $750 million (the “Third Incremental Term B Loans”). Further detail in relation to the Notes and the Third Incremental Term B Loans is set out below.

The Company intends to use the proceeds from the Notes and the Third Incremental Term B Loans (i) to repay all amounts due under the Bridge Credit Agreement, dated April 29, 2025, which has been used in part to fund the acquisition of Snaitech S.p.A., (ii) for general corporate purposes and (iii) to pay certain costs, fees and expenses in connection with the foregoing transactions.

The Notes were issued pursuant to the Indenture dated as of April 29, 2024, by and among the Issuer, the guarantors named on the signature pages thereto (the “Guarantors”), Citibank, N.A., London Branch, as trustee and Wilmington Trust (London) Limited, as security agent (the “Indenture”), and the Officer’s Certificate, dated the Closing Date, relating to the Notes, pursuant to Sections 2.16(c) and 13.03(a) of the Indenture.

The Notes were sold within the United States only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.

The Notes are senior secured obligations of the Issuer and are guaranteed on a senior secured basis by the Company and the other Guarantors, which are also borrowers under or guarantors of the Company’s senior secured credit facilities.

Additionally, on the Closing Date, the Company and certain of its subsidiaries entered into the Third Incremental Assumption Agreement (the “Third Incremental Assumption Agreement”) to the Term Loan A, Term Loan B and Revolving Credit Facility Agreement dated as of November 24, 2023 (as amended by the Third Incremental Assumption Agreement, the “Credit Agreement”).

After giving effect to the Third Incremental Assumption Agreement, the aggregate principal amount of term B loans outstanding under the Credit Agreement will increase by $750 million. The Third Incremental Term B Loans will:

All other terms of the Third Incremental Term B Loans and the Credit Agreement will remain substantially the same except as otherwise amended by the Third Incremental Assumption Agreement.

Each of the foregoing descriptions of each of the Indenture, the Notes, the Credit Agreement and the Third Incremental Assumption Agreement do not purport to be complete and are qualified in their entirety by reference, respectively, to (i) the full text of the Indenture, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed April 29, 2024, (ii) the Officer’s Certificate relating to the Notes (including the applicable forms of Note), which is filed as Exhibit 4.1 to this Current Report on Form 8-K (this “Current Report”), (iii) the Credit Agreement, which was filed as Exhibit 4.2 to the Company’s Registration Statement on Form 20-F filed on January 11, 2024 and (iv) the Third Incremental Assumption Agreement, which is filed as Exhibit 10.1 to this Current Report, each of which is incorporated herein by reference.

(d) Exhibits

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.