01—Abstract
Summary
Summary of the 8-K filed March 5, 2025. Cited figures are marked; the original filing is the authoritative source.
On March 5, 2025, Flutter Entertainment plc filed a Form 8-K under Regulation FD furnishing two announcements made through the Regulatory News Service in London.
The first (Exhibit 99.1) announces the launch of the second tranche of its share repurchase program. Flutter has entered into non-discretionary arrangements with Goldman Sachs & Co. LLC to repurchase ordinary shares on its behalf for an aggregate maximum consideration of up to $300 milliona on the New York Stock Exchange. The buyback will commence on April 1, 2025 and end no later than June 30, 2025, with repurchased shares to be cancelled.
The company states it is the second tranche of a multi-year program of up to $5bnb announced on September 25, 2024, and expects to return approximately $1bn to shareholders via the program in 2025. The maximum share count is 17,739,905 ordinary shares, less shares already acquired in the first tranche announced on November 13, 2024. The second announcement (Exhibit 99.2) states that the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 has been published and filed with the SEC.
Flutter has also prepared a UK annual report incorporating the Form 10-K, which has been submitted to the UK National Storage Mechanism, to satisfy its reporting obligations under the UK Financial Conduct Authority Listing Rules. The release also cites fiscal 2024 global revenue of $14,048 millionc, up 19% year over year, and revenue of $3,792 million for the quarter ended December 31, 2024. Investors should note that buyback decisions beyond the current tranche depend on an ongoing assessment of business capital needs and market conditions.
02—Key points
Key Highlights
- Second tranche of share repurchase program up to $300 million, executed by Goldman Sachs & Co. LLC on the NYSE from April 1, 2025 through June 30, 2025
- Repurchase is part of a multi-year program of up to $5bn announced September 25, 2024, with approximately $1bn expected to be returned to shareholders in 2025
- Maximum of 17,739,905 ordinary shares, less shares already acquired under the first tranche announced November 13, 2024
- Repurchased shares will be cancelled, with the stated purpose of reducing Flutter's share capital
- Buyback conducted under Rule 10b5-1 and Rule 10b-18 and the EU Market Abuse Regulation as applied in the UK
- Fiscal 2024 global revenue of $14,048 million, up 19% year over year; Q4 2024 revenue of $3,792 million
- Form 10-K for fiscal year ended December 31, 2024 filed with the SEC, along with a UK Annual Report and Accounts 2024
03—Questions
Frequently Asked Questions
How large is the current share buyback and when does it run?
The second tranche allows repurchases of up to $300 million in aggregate maximum consideration. It begins April 1, 2025 on the New York Stock Exchange and must end no later than June 30, 2025.
How does this tranche fit into Flutter's broader capital return plans?
The tranche is the second part of a multi-year program of up to $5bn announced September 25, 2024. Flutter expects to return approximately $1bn to shareholders through the program in 2025. Future tranche amounts and timing will depend on an ongoing assessment of business capital needs and general market conditions.
How will the buyback be executed and what happens to the repurchased shares?
Goldman Sachs & Co. LLC will conduct the buyback on Flutter's behalf and make trading decisions independently under pre-set parameters. The repurchased ordinary shares will be cancelled, reducing share capital.
What financial results did Flutter report in the accompanying materials?
The announcement cites fiscal 2024 global revenue of $14,048 million, up 19% year over year, and revenue of $3,792 million for the quarter ended December 31, 2024. Full results are contained in the Form 10-K and UK Annual Report and Accounts 2024.
04—Continue