Flutter Entertainment (FLUT) risk factors, 2025 10-K

Risks Relating to Our Business and Industry

1. 01Economic downturns and political and market conditions beyond our control, including inflation and a reduction in consumer discretionary spending, could adversely affect our business, financial condition and results of operations
2. 02Our business is exposed to competitive pressures given the competition in online betting and iGaming
3. 03We may fail to retain existing customers for our betting and iGaming offerings or add new customers or customers could decrease their level of engagement with our betting and iGaming offerings in general
4. 04The success of certain of our products, including poker, exchange and daily fantasy sports (“DFS”), depends upon maintaining liquidity
5. 05Uncertainty as to the legality of online betting and iGaming or adverse public sentiment towards online betting and iGaming may deter third-party suppliers from dealing with us
6. 06Failure to attract, retain and motivate key employees may adversely affect our ability to compete, and the loss of key personnel could have a material adverse effect on our business, financial condition and results of operations
7. 07If 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
8. 08Our success may be impacted by our ongoing ability to market to our customers in certain jurisdictions
9. 09We may require additional capital to support our growth plans, and such capital may not be available on terms acceptable to us, if at all. This could hamper our growth and materially and adversely affect our business
10. 10We may engage in acquisitions, divestitures or other strategic transactions or alliances, which are subject to domestic and foreign regulatory requirements, and may encounter difficulties in integrating, separating and managing these businesses and therefore we may not realize the anticipated benefits
11. 11Many of these factors will be outside our control and any one of them could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy, which could have a material adverse effect on our business, financial condition and results of operations
12. 12We may prioritize customer growth and engagement and the customer experience over short-term financial results
13. 13The success of existing or future sports betting and iGaming product offerings depends on a variety of factors and is not completely controlled by us
14. 14Our operational efforts to expand our customer base in existing and new geographic markets, particularly with respect to our U.S. business, which is critical to our long-term ambitions, including our efforts to cross-sell to existing customers, may not be successful
15. 15We are subject to risks related to our contractual and strategic relationships with third parties. Events impacting those relationships or agreements could materially and adversely affect our business, financial condition and results of operations
16. 16In the event that Fox exercises the Fox Option, we would be required to sell to Fox a significant minority stake in our FanDuel business. If at that point Fox’s consent is required for actions we wish to take and we are unable to obtain it, we may not be able to pursue elements of our business strategy
17. 17Aspects of our business will depend on the live broadcasting and scheduling of major sporting events
18. 18Global economic conditions and geopolitical events could adversely affect our business, financial condition and results of operations
19. 19While we continue to actively monitor the situation in Ukraine and Gaza, there can be no way to predict the progress or outcome of these conflicts, and it is possible that the Russia-Ukraine conflict or the evolving conflict in the Middle East may escalate or expand beyond their current scopes
20. 20Work stoppages and other labor problems could negatively impact our operations

Risks Relating to Information Technology Systems and Intellectual Property

1. 21If our technology and/or IT systems suffer from major or repeated failures, this could interrupt or disrupt our trading, clearing, settlement, index, analytics, data information or risk management services and undermine confidence in our platforms and services, cause reputational damage and impact operating results
2. 22We use artificial intelligence (“AI”), machine learning and similar technologies in our business. These technologies may present business, compliance, and reputational risks
3. 23We are subject to a number of risks related to credit card payments, including data security breaches and fraud that we or third parties experience, and additional regulation, any of which could materially and adversely affect our business, financial condition and results of operations
4. 24The increasing application of and any significant failure to comply with applicable data protection, privacy and digital services laws may have a material adverse effect on us
5. 25If we are unable to protect or enforce our rights in our proprietary technology, brands or other intellectual property, our competitive advantage, business, financial condition and results of operations could be harmed
6. 26We cannot be certain that our products and our business do not, or will not, infringe the intellectual property rights of third parties, who may assert claims against us for unauthorized use of such rights
7. 27Our systems and controls to restrict access to our products may not be adequate
8. 28Our use of “open source” software could subject our proprietary software to general release, adversely affect our ability to sell our products and services and subject us to possible litigation, claims or proceedings

Risks Relating to Regulation, Licensing, Litigation and Taxation

1. 29Adverse changes to the regulation of online betting and iGaming, or their interpretation by regulators, could have a material adverse effect on our business, financial condition and results of operations
2. 30The approach to regulation and the legality of online betting and iGaming varies from jurisdiction to jurisdiction, and is subject to uncertainties
3. 31Adverse changes to the taxation of betting and gaming or the imposition of statutory levies or other duties or charges could have a material adverse effect on our business, financial condition and results of operations
4. 32Risk of disproportionate liability following changes in taxation law relating to our operations
5. 332.to subject the goods or services to a lower tax rate than what is now being suggested by the DGGI
6. 34We operate in a heavily regulated environment, and any failure to comply with regulatory requirements in a particular jurisdiction can lead to enforcement action by relevant regulators, fines and revocation or suspension of licenses in those jurisdictions
7. 35The UK government’s ongoing review of the UK Gambling Act may result in more onerous regulation of the betting and gaming industry in Great Britain, part of our second-largest market, which could have a material adverse effect on our business, financial condition and results of operations
8. 36The relevant statutory instruments were signed into law on 25 February 2025, which means that the £5 staking limit will take effect from 9 April 2025 and the £2 staking limit will take effect from May 21, 2025
9. 37Further, in September 2021, Public Health England, which was at the time an executive agency of the UK Department of Health, issued a report dealing with the costs of gambling-related harm, in response to which Public Health England has urged the UK government to treat gambling-related harm as a public health issue
10. 38We face the risk of loss, revocation, non-renewal or change in the terms of our betting and gaming licenses
11. 39We hold a number of licenses in a variety of jurisdictions across the globe. While our operational headquarters is in New York, we have further offices in 83 other locations as of the date of this Annual Report
12. 40Our business is subject to evolving corporate governance and public disclosure regulations and expectations, including with respect to environmental and sustainability matters, that could expose us to numerous risks
13. 41We are subject to litigation, and adverse outcomes in such litigation could have a material adverse effect on our business, financial condition and results of operations
14. 42Our insurance may not provide adequate levels of coverage against claims
15. 43Social responsibility concerns and public opinion regarding responsible gambling and related matters could significantly influence the regulation of online betting and iGaming and impact responsible gaming requirements, could result in investigations and litigation, and may adversely impact our reputation
16. 44We may fail to maintain effective and compliant anti-money laundering, counter-terrorist financing and anti-corruption policies and procedures
17. 45If we fail to detect fraud, theft or money laundering, including by our customers and employees, our reputation may suffer, which could harm our brand and reputation and adversely affect our business, financial condition and results of operations, and can subject us to investigations and litigation
18. 46Online betting and iGaming contracts may be unenforceable and may result in player claims for refunds that, if successfully adjudicated and enforced, could have a material adverse effect on our business, financial condition and results of operations
19. 47A challenge to our tax policies could have a material impact on the amount of tax payable by us
20. 48We 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
21. 49Tariff-related disruptions may also lead to fluctuations in exchange rates as markets react to shifts in trade relationships, thereby increasing the volatility of foreign currency exposure
22. 50We depend on the ongoing support of payment processors and international multi-currency transfer systems
23. 51The receipt and holding of customer funds could be regarded as a deposit-taking business, requiring various financial services licenses/authorizations
24. 52We may be exposed to the risk of customer chargebacks
25. 53Our strategy could be materially adversely affected by our indebtedness

Risks Relating to Ownership of Our Ordinary Shares

1. 54Fulfilling our financial reporting and other regulatory obligations as a U.S. public company is expensive and time consuming, and these activities may strain our resources
2. 55As set out in Item 9A. Controls and Procedures, we have identified deficiencies in our internal control over financial reporting that constitute material weaknesses as defined in Regulation S-X, covering a wide range of business and IT processes at a number of different locations
3. 56We have not paid dividends on our ordinary shares since May 2020. If we do not pay dividends in the future, you may not receive any return on your investment unless you sell our ordinary shares that you own for a price greater than that which you paid for them
4. 57Our ability to pay dividends or effect other returns of capital in the future depends, among other things, on our financial performance
5. 58We are a holding company and depend on our subsidiaries for cash, including in order to pay dividends
6. 59You may be diluted by the future issuance of additional ordinary shares in connection with our incentive plans, acquisitions or otherwise
7. 60Any shareholder whose principal currency is not the U.S. dollar will be subject to exchange rate fluctuations
8. 61If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our ordinary shares, our share price and trading volume could decline
9. 62The trading price of our ordinary shares may be volatile
10. 63Shareholders may be subject to voting or distribution restrictions on, or be required to dispose of, their interests in our ordinary shares as a result of the Group’s regulatory requirements

Risks Relating to Our Jurisdiction of Incorporation

1. 64U.S. investors may have difficulty enforcing judgments against us, our directors and officers
2. 65As an Irish public limited company, certain capital structure decisions require shareholder approval, which may limit our flexibility to manage our capital structure
3. 66Irish law differs from the laws in effect in the United States with respect to defending unwanted takeover proposals and may give our Board less ability to control negotiations with hostile offerors
4. 67The operation of the Irish Takeover Rules may affect the ability of certain parties to acquire our ordinary shares
5. 68Transfers of our ordinary shares, other than by means of the transfer of book-entry interests in the Depository Trust Company (“DTC”), may be subject to Irish stamp duty
6. 69In certain limited circumstances, dividends we pay may be subject to Irish dividend withholding tax
7. 70Dividends, if any, received by Irish residents and certain other shareholders may be subject to Irish income tax
8. 71Ordinary shares received by means of a gift or inheritance could be subject to Irish capital acquisitions tax