01—Abstract
Summary
Summary of the 8-K filed January 28, 2026. Cited figures are marked; the original filing is the authoritative source.
On January 28, 2026, Flutter Entertainment plc released two RNS announcements in London, furnished as Exhibits 99.1 and 99.2, in compliance with the UK Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
Both are Standard Form TR-1 notifications of major holdings, filed by Bank of America Corporation in respect of Flutter's ordinary shares (ISIN IE00BWT6H894). The filing contains no financial results, guidance, or operating information. Exhibit 99.1 reports a threshold crossing on January 23, 2026, notified to the issuer on January 26, 2026.
Bank of America's resulting position was 1.163244%a of voting rights attached to shares (2,038,284 voting rights), 11.721823% through financial instruments, and 12.885067% in total, against 22,577,738 total voting rights held in the issuer. The previous notification was 0.645113% in shares, 5.049954% through instruments, and 5.695067% in total. The filing lists a sub-total of 11.445812% for financial instruments with similar economic effect (cash-settled swaps, among others).
Exhibit 99.2 reports a threshold crossing on January 26, 2026, notified on January 27, 2026, with the reason given as "Other," described as a legal entity level crossing. Bank of America's resulting position was 1.194393%b in shares (2,092,864 voting rights), 12.056328% through financial instruments, and 13.250721% in total, against 23,218,452 total voting rights held.
Section 9 shows Merrill Lynch International at 5.336641%c in total. For investors, the key takeaway is that Bank of America's reported aggregate interest in Flutter's voting rights rose from the prior notification, driven mainly by financial instruments, including cash-settled swaps with various expiry dates from 2026 to 2030.
02—Key points
Key Highlights
- Two RNS announcements (Exhibits 99.1 and 99.2) dated January 28, 2026, both Standard Form TR-1 major holdings notifications required under UK FCA Disclosure Guidance and Transparency Rules.
- Exhibit 99.1: Bank of America Corporation's total position was reported at 12.885067% (1.163244% in shares, 11.721823% through financial instruments), threshold crossed January 23, 2026.
- Exhibit 99.2: Bank of America Corporation's total position rose to 13.250721% (1.194393% in shares, 12.056328% through financial instruments), threshold crossed January 26, 2026.
- Total voting rights held in the issuer were reported as 22,577,738 in Exhibit 99.1 and 23,218,452 in Exhibit 99.2.
- Most of the reported interest comes through financial instruments, principally cash-settled swaps, alongside a physical swaps position expiring February 10, 2026 and a physical call option expiring March 20, 2026.
- Exhibit 99.2 attributes the notification to a legal entity level crossing, with Merrill Lynch International reported at 5.336641% in Section 9.
- The filing reports no financial results, guidance, or operating metrics; it is a regulatory ownership disclosure under Item 7.01 (Regulation FD).
03—Questions
Frequently Asked Questions
What does this 8-K report?
It furnishes two regulatory announcements under Item 7.01 of Form 8-K. Both are TR-1 notifications of major holdings, disclosing that Bank of America Corporation's interest in Flutter Entertainment plc's voting rights crossed reporting thresholds. The filing contains no financial statements or operating results.
Who is the holder being disclosed, and what is their reported stake?
The notifying party is Bank of America Corporation. In Exhibit 99.2, its total reported position is 13.250721%, made up of 1.194393% in voting rights attached to shares and 12.056328% through financial instruments. The filing lists 23,218,452 total voting rights held in the issuer.
Why is so much of the position held through financial instruments rather than shares?
The filing shows the bulk of the position as financial instruments, including cash-settled swaps with expiry dates ranging from 2026 to 2030, a physical swaps position expiring February 10, 2026, and a physical call option expiring March 20, 2026. The filing does not explain the purpose of these positions.
How did the position change from the prior notification?
Exhibit 99.1 reported a previous total of 5.695067%, with 0.645113% in shares and 5.049954% through instruments. Exhibit 99.2 lists the prior notification as 12.885067% total, which matches the resulting position in Exhibit 99.1. The filing does not characterize the reasons for the change.
04—Continue