Flutter Entertainment (FLUT) FY2025 10-K Risk Factors: 21 New, 40 Dropped

What the changes say

Competition now includes prediction markets, illegal operators and new entrants, while product innovation and odds-setting remain central threats.
Regulatory exposure broadens across privacy, digital services, licensing uncertainty and jurisdictions generating approximately 2% of revenue without local licenses.
Operational dependence is clearer around third-party data, mobile platforms, win-rate variability, jackpot timing and major sporting-event schedules.

What changed since the prior 10-K

New

NewRisks Relating to Our Business and Industry
Our business is exposed to competitive pressures arising from competition in online betting and iGaming, as well as from prediction markets, illegal operators and new entrants into the markets in which we operate
Competition is intensifying from established operators, prediction markets, illegal operators and new entrants, with low customer switching barriers.
NewRisks Relating to Our Business and Industry
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
Growth depends on choosing and successfully developing new betting, iGaming and technology offerings amid rapidly changing customer and regulatory requirements.
NewRisks Relating to Our Business and Industry
We may experience lower-than-expected profitability or suffer significant losses from a failure to determine accurately the odds in relation to any particular event, including as a result of errors in our odds-setting or bet acceptances processes and/or any failure of our sports risk management processes
Incorrect odds, bet acceptance errors, algorithm failures or human mistakes could produce substantial losses on individual events.
NewRisks Relating to Our Business and Industry
Our business depends on our ability to attract, retain, motivate and develop key personnel, and our failure to do so or to maintain adequate succession planning for key positions could materially adversely affect our business, financial condition and results of operations
Losing key personnel or failing to motivate and succession-plan critical employees could impair operations, with share-price volatility affecting equity compensation.
NewRisks Relating to Our Business and Industry
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
Unpredictable sports and iGaming win rates, jackpot payouts and major-event scheduling could make financial results volatile.
NewRisks Relating to Our Business and Industry
Geopolitical events and political developments could adversely affect our business, financial condition and results of operations
Geopolitical conflict, sanctions, trade restrictions, cyberattacks and market disruption could affect global operations; Flutter has ceased operations in Russia and sanctioned Ukrainian territories.
NewRisks Relating to Information Technology Systems and Intellectual Property
Compliance with the GDPR and the UK GDPR, which retains the GDPR in UK national law, may require us to modify our data processing practices and policies and incur compliance-related costs and expenses and these changes may lead to other additional costs and increase our overall risk exposure
Changing GDPR, UK GDPR and state privacy requirements, especially cross-border data-transfer rules, could increase costs, restrict operations or trigger fines.
NewRisks Relating to Information Technology Systems and Intellectual Property
In addition to government regulation, we are also subject to various industry privacy standards, the terms of our own privacy policies and privacy-related obligations to third parties
Industry privacy standards, Flutter’s policies and digital-services laws such as the EU Digital Services Act create additional compliance and litigation exposure.
NewRisks Relating to Information Technology Systems and Intellectual Property
An interruption, failure, cessation or material change of the terms for the provision of third party data and content services could have a material adverse effect on our business, financial condition and results of operations
Losing or receiving inaccurate third-party sports data and content could disrupt betting settlement, degrade products and prompt regulatory action or litigation.
NewRisks Relating to Information Technology Systems and Intellectual Property
Our business model depends upon the continued compatibility between our applications and the major mobile operating systems and upon third party platforms for the distribution of our product offerings
Changes by mobile operating systems, devices, carriers or distribution platforms could make Flutter applications incompatible or harder for customers to access.
NewRisks Relating to Regulation, Licensing, Litigation and Taxation
Legal uncertainty and inconsistent enforcement of online betting and iGaming laws could require us to restrict or cease operations in certain jurisdictions, or expose us to regulatory or legal action
Unclear or inconsistently enforced online betting laws could make services illegal; about 2% of fiscal 2025 revenue came from jurisdictions without local licenses.
NewRisks Relating to Regulation, Licensing, Litigation and Taxation
Uncertainty may also arise regarding where online betting and iGaming activities are deemed to occur and which authorities have jurisdiction over them
Disputes over where online betting occurs and which authorities have jurisdiction could lead to shutdowns, criminal penalties, fines, taxation, seizures or payment blocks.
NewRisks Relating to Regulation, Licensing, Litigation and Taxation
Changes in taxation laws, regulations and interpretations could materially increase our tax liabilities, reduce customer demand for our products, and adversely affect our business, financial condition and results of operations
NewRisks Relating to Regulation, Licensing, Litigation and Taxation
Uncertain and evolving interpretations of tax laws for online betting, iGaming and adjacent products may expose us to disproportionate liability
NewRisks Relating to Regulation, Licensing, Litigation and Taxation
Governmental reviews and/or significant regulatory changes in our key markets could have a material adverse effect on our business, financial condition and results of operations
NewRisks Relating to Regulation, Licensing, Litigation and Taxation
There have been, and continue to be, various attempts in the European Union member states to apply domestic criminal and administrative laws to prevent online betting and iGaming operators licensed in other member states from operating in or providing services to customers within their territory
NewRisks Relating to Regulation, Licensing, Litigation and Taxation
For example, in Australia, class action proceedings were commenced against our Sportsbet brand in late December 2024 relating to Sportsbet's Bet Live Fast Code service
NewRisks Relating to Regulation, Licensing, Litigation and Taxation
We have been, continue to be, and could in the future be the subject of governmental investigations, settlement agreements and inquiries with respect to the operation of our businesses any of which could materially and adversely affect our business
NewRisks Relating to Regulation, Licensing, Litigation and Taxation
The receipt of funds from customers may be subject to regulation in various countries. For example, accepting deposits in the United Kingdom is a regulated activity, generally requiring those that accept deposits in the United Kingdom to be authorized under applicable financial services legislation
NewRisks Relating to Ownership of Our Ordinary Shares
We have not paid dividends on our ordinary shares since May 2020 and may not pay dividends in future
NewRisks Relating to Ownership of Our Ordinary Shares
The amount and frequency of our share repurchases may fluctuate, and we cannot guarantee that we will purchase all of the shares under our share repurchase authorization, or that it will enhance long-term shareholder value

Dropped

DroppedRisks Relating to Our Business and Industry
Our business is exposed to competitive pressures given the competition in online betting and iGaming
DroppedRisks Relating to Our Business and Industry
The success of certain of our products, including poker, exchange and daily fantasy sports (“DFS”), depends upon maintaining liquidity
General competition could cause customer losses, weaker acquisition and difficulty reactivating churned customers.
DroppedRisks Relating to Our Business and Industry
Failure 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
DroppedRisks Relating to Our Business and Industry
We 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
Betfair Exchange, FanDuel DFS, PokerStars and Junglee Games depended on maintaining high product liquidity.
DroppedRisks Relating to Our Business and Industry
Many 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
DroppedRisks Relating to Our Business and Industry
The success of existing or future sports betting and iGaming product offerings depends on a variety of factors and is not completely controlled by us
Failure to attract or retain senior management and technical, operational or marketing talent could weaken execution.
DroppedRisks Relating to Our Business and Industry
See “Item 1
DroppedRisks Relating to Our Business and Industry
Aspects of our business will depend on the live broadcasting and scheduling of major sporting events
DroppedRisks Relating to Our Business and Industry
Global economic conditions and geopolitical events could adversely affect our business, financial condition and results of operations
Growth investments might require unavailable or expensive additional capital, limiting product, infrastructure and acquisition plans.
DroppedRisks Relating to Our Business and Industry
While 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
DroppedRisks Relating to Our Business and Industry
Work stoppages and other labor problems could negatively impact our operations
Acquired or invested businesses might underperform their expected revenue or profitability, wasting investment and management resources.
DroppedRisks Relating to Information Technology Systems and Intellectual Property
If 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
DroppedRisks Relating to Information Technology Systems and Intellectual Property
We 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
Chance-driven sports betting and iGaming outcomes could differ from theoretical win-rate expectations.
DroppedRisks Relating to Regulation, Licensing, Litigation and Taxation
The approach to regulation and the legality of online betting and iGaming varies from jurisdiction to jurisdiction, and is subject to uncertainties
DroppedRisks Relating to Regulation, Licensing, Litigation and Taxation
Adverse 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
DroppedRisks Relating to Regulation, Licensing, Litigation and Taxation
Risk of disproportionate liability following changes in taxation law relating to our operations
DroppedRisks Relating to Regulation, Licensing, Litigation and Taxation
2.to subject the goods or services to a lower tax rate than what is now being suggested by the DGGI
The Fox option on FanDuel and potential litigation created specific contractual and legal exposure.
DroppedRisks Relating to Regulation, Licensing, Litigation and Taxation
The 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
Changes in sports broadcasting organizations or schedules could reduce customer access to major live sporting events.
DroppedRisks Relating to Regulation, Licensing, Litigation and Taxation
The 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
Global economic conditions and geopolitical events could disrupt operations and adversely affect results.
DroppedRisks Relating to Regulation, Licensing, Litigation and Taxation
Further, 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
The Russia-Ukraine and Middle East conflicts could escalate, creating sanctions, market disruption and broader economic effects.
DroppedRisks Relating to Regulation, Licensing, Litigation and Taxation
We 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
Unionization, collective bargaining or other labor problems could disrupt operations.
DroppedRisks Relating to Regulation, Licensing, Litigation and Taxation
Our 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
Major or repeated failures of company or third-party IT systems could disrupt trading, settlement, analytics, data and risk-management services.
DroppedRisks Relating to Regulation, Licensing, Litigation and Taxation
Our insurance may not provide adequate levels of coverage against claims
DroppedRisks Relating to Regulation, Licensing, Litigation and Taxation
A challenge to our tax policies could have a material impact on the amount of tax payable by us
DroppedRisks Relating to Regulation, Licensing, Litigation and Taxation
The receipt and holding of customer funds could be regarded as a deposit-taking business, requiring various financial services licenses/authorizations
DroppedRisks Relating to Regulation, Licensing, Litigation and Taxation
We may be exposed to the risk of customer chargebacks
DroppedRisks Relating to Ownership of Our Ordinary Shares
Fulfilling 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
DroppedRisks Relating to Ownership of Our Ordinary Shares
As 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
DroppedRisks Relating to Ownership of Our Ordinary Shares
We 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
DroppedRisks Relating to Ownership of Our Ordinary Shares
Our ability to pay dividends or effect other returns of capital in the future depends, among other things, on our financial performance
DroppedRisks Relating to Ownership of Our Ordinary Shares
We are a holding company and depend on our subsidiaries for cash, including in order to pay dividends
DroppedRisks Relating to Ownership of Our Ordinary Shares
If 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
DroppedRisks Relating to Ownership of Our Ordinary Shares
Shareholders 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
DroppedRisks Relating to Our Jurisdiction of Incorporation
As an Irish public limited company, certain capital structure decisions require shareholder approval, which may limit our flexibility to manage our capital structure
DroppedRisks Relating to Our Jurisdiction of Incorporation
Irish 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
DroppedRisks Relating to Our Jurisdiction of Incorporation
The operation of the Irish Takeover Rules may affect the ability of certain parties to acquire our ordinary shares
DroppedRisks Relating to Our Jurisdiction of Incorporation
Transfers 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
DroppedRisks Relating to Our Jurisdiction of Incorporation
In certain limited circumstances, dividends we pay may be subject to Irish dividend withholding tax
DroppedRisks Relating to Our Jurisdiction of Incorporation
Dividends, if any, received by Irish residents and certain other shareholders may be subject to Irish income tax
DroppedRisks Relating to Our Jurisdiction of Incorporation
Ordinary shares received by means of a gift or inheritance could be subject to Irish capital acquisitions tax

Reworded

92% rewrittenRisks Relating to Our Business and Industry
Economic downturns and market conditions beyond our control could adversely affect our business, financial condition and results of operations
The risk now specifically includes tariffs, trade disputes, high unemployment and consumer perceptions, emphasizing reduced disposable income and constrained growth investment.
Was: Economic 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
87% rewrittenRisks Relating to Information Technology Systems and Intellectual Property
The 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
The description now omits the detailed customer, supplier and employee data examples and adds that privacy laws may be inconsistently interpreted across states and countries.
85% rewrittenRisks Relating to Information Technology Systems and Intellectual Property
Our systems and controls to restrict access to our products may not be adequate
The risk now says regulators may require blocking customers in additional jurisdictions, potentially materially harming results.
78% rewrittenRisks Relating to Regulation, Licensing, Litigation and Taxation
If we fail to detect cheating, fraud or theft, including by our customers, employees, or third parties, our reputation may suffer, which could harm our brand and reputation and subject us to investigations and litigation
The fraud risk now expressly covers employee and third-party fraud, unauthorized account or payment use, and peer-to-peer collusion or chip dumping.
Was: If 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
77% rewrittenRisks Relating to Regulation, Licensing, Litigation and Taxation
We face the risk of loss, revocation, non-renewal or change in the terms of our betting and gaming licenses
The revised wording removes the specific example of upcoming license expirations and focuses on renewal delays, revocation and unfavorable renewal terms.
77% rewrittenRisks Relating to Our Business and Industry
We may fail to retain existing customers or add new customers, or customers could decrease their level of engagement with our offerings in general
The wording removes the specific reference to mobile-device engagement measurement and reframes customer retention as central to strategy.
Was: We 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
77% rewrittenRisks Relating to Information Technology Systems and Intellectual Property
We are subject to a number of risks related to credit card payments, including data security breaches, fraud and chargebacks, any of which could materially and adversely affect our business, financial condition and results of operations
The risk now covers broader payment-processing disruption and the possibility of failing to reach customers or obtain replacement card information promptly.
Was: We 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
76% rewrittenRisks Relating to Our Business and Industry
Our success may be impacted by restrictions on our ongoing ability to market to our customers in certain jurisdictions
The risk now names Brazil, Spain, Ireland and Belgium as markets tightening gambling advertising, including timing and ambassador restrictions.
Was: Our success may be impacted by our ongoing ability to market to our customers in certain jurisdictions
73% rewrittenRisks Relating to Ownership of Our Ordinary Shares
U.S. investors may have difficulty enforcing judgments against us, our directors and officers
72% rewrittenRisks Relating to Regulation, Licensing, Litigation and Taxation
We 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
68% rewrittenRisks Relating to Ownership of Our Ordinary Shares
You may be diluted by the future issuance of additional ordinary shares in connection with our incentive plans, acquisitions or otherwise
66% rewrittenRisks Relating to Regulation, Licensing, Litigation and Taxation
We 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
66% rewrittenRisks Relating to Regulation, Licensing, Litigation and Taxation
We may fail to maintain effective and compliant AML, counter-terrorist financing (“CTF”) and anti-corruption, fraud detection or related compliance policies and procedures
Was: We may fail to maintain effective and compliant anti-money laundering, counter-terrorist financing and anti-corruption policies and procedures
65% rewrittenRisks Relating to Regulation, Licensing, Litigation and Taxation
Adverse changes to the regulation of online betting, iGaming and adjacent industries, or their interpretation by regulators, could have a material adverse effect on our growth prospects, as well as our business, financial condition and results of operations
Was: Adverse 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
63% rewrittenRisks Relating to Our Business and Industry
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
Was: Uncertainty 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
58% rewrittenRisks Relating to Information Technology Systems and Intellectual Property
If we are unable to protect or enforce our rights in our proprietary technology, brands or other intellectual property, or if we are found to infringe the intellectual property rights of third parties, our competitive advantage, business, financial condition and results of operations could be harmed
Was: If 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
57% rewrittenRisks Relating to Regulation, Licensing, Litigation and Taxation
Online 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
51% rewrittenRisks Relating to Our Business and Industry
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
Was: We 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
51% rewrittenRisks Relating to Information Technology Systems and Intellectual Property
We use AI, machine learning and similar technologies in our business, which may present business, compliance, and reputational risks
Was: We use artificial intelligence (“AI”), machine learning and similar technologies in our business. These technologies may present business, compliance, and reputational risks
45% rewrittenRisks Relating to Our Business and Industry
We are subject to risks related to our contractual and strategic relationships with third parties
Was: We 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
33% rewrittenRisks Relating to Regulation, Licensing, Litigation and Taxation
We depend on the ongoing support of payment processors and international multi-currency transfer systems
30% rewrittenRisks Relating to Regulation, Licensing, Litigation and Taxation
Our strategy could be materially and adversely affected by our indebtedness
Was: Our strategy could be materially adversely affected by our indebtedness
27% rewrittenRisks Relating to Regulation, Licensing, Litigation and Taxation
Social responsibility concerns and public opinion regarding responsible gambling and related matters could significantly influence the regulation of online betting and iGaming and impose new responsible gaming requirements, could result in investigations and litigation, and may adversely impact our reputation
Was: Social 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
26% rewrittenRisks Relating to Our Business and Industry
Our operational efforts to expand our customer base in existing and new geographic markets, particularly with respect to our U.S. business, including our efforts to cross-sell to existing customers, may not be successful
Was: Our 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
23% rewrittenRisks Relating to Regulation, Licensing, Litigation and Taxation
Tariff-related disruptions may also lead to fluctuations in exchange rates as markets react to shifts in trade relationships, thereby increasing the volatility arising from foreign currency exposure
Was: Tariff-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% rewrittenRisks Relating to Regulation, Licensing, Litigation and Taxation
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
22% rewrittenRisks Relating to Information Technology Systems and Intellectual Property
Our 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

All 53 risk factors

Headings as the filing states them, in filing order.

Risks Relating to Our Business and Industry

01Economic downturns and market conditions beyond our control could adversely affect our business, financial condition and results of operations92% rewritten
02Our business is exposed to competitive pressures arising from competition in online betting and iGaming, as well as from prediction markets, illegal operators and new entrants into the markets in which we operateNew
03We may fail to retain existing customers or add new customers, or customers could decrease their level of engagement with our offerings in general77% rewritten
04Our 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 technologyNew
05We may experience lower-than-expected profitability or suffer significant losses from a failure to determine accurately the odds in relation to any particular event, including as a result of errors in our odds-setting or bet acceptances processes and/or any failure of our sports risk management processesNew
06Uncertainty 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 us63% rewritten
07Our business depends on our ability to attract, retain, motivate and develop key personnel, and our failure to do so or to maintain adequate succession planning for key positions could materially adversely affect our business, financial condition and results of operationsNew
08If 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
09Our success may be impacted by restrictions on our ongoing ability to market to our customers in certain jurisdictions76% rewritten
10We 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 transactions51% rewritten
11We may prioritize customer growth and engagement and customer experience over short-term financial results
12Variability 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 resultsNew
13Our operational efforts to expand our customer base in existing and new geographic markets, particularly with respect to our U.S. business, including our efforts to cross-sell to existing customers, may not be successful26% rewritten
14We are subject to risks related to our contractual and strategic relationships with third parties45% rewritten
15In 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 certain actions we wish to take and we are unable to obtain it, we may not be able to pursue elements of our business strategy
16Geopolitical events and political developments could adversely affect our business, financial condition and results of operationsNew

Risks Relating to Information Technology Systems and Intellectual Property

17We use AI, machine learning and similar technologies in our business, which may present business, compliance, and reputational risks51% rewritten
18We are subject to a number of risks related to credit card payments, including data security breaches, fraud and chargebacks, any of which could materially and adversely affect our business, financial condition and results of operations77% rewritten
19The 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 us87% rewritten
20Compliance with the GDPR and the UK GDPR, which retains the GDPR in UK national law, may require us to modify our data processing practices and policies and incur compliance-related costs and expenses and these changes may lead to other additional costs and increase our overall risk exposureNew
21In addition to government regulation, we are also subject to various industry privacy standards, the terms of our own privacy policies and privacy-related obligations to third partiesNew
22An interruption, failure, cessation or material change of the terms for the provision of third party data and content services could have a material adverse effect on our business, financial condition and results of operationsNew
23If we are unable to protect or enforce our rights in our proprietary technology, brands or other intellectual property, or if we are found to infringe the intellectual property rights of third parties, our competitive advantage, business, financial condition and results of operations could be harmed58% rewritten
24Our systems and controls to restrict access to our products may not be adequate85% rewritten
25Our business model depends upon the continued compatibility between our applications and the major mobile operating systems and upon third party platforms for the distribution of our product offeringsNew
26Our 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 proceedings22% rewritten

Risks Relating to Regulation, Licensing, Litigation and Taxation

27Adverse changes to the regulation of online betting, iGaming and adjacent industries, or their interpretation by regulators, could have a material adverse effect on our growth prospects, as well as our business, financial condition and results of operations65% rewritten
28Legal uncertainty and inconsistent enforcement of online betting and iGaming laws could require us to restrict or cease operations in certain jurisdictions, or expose us to regulatory or legal actionNew
29Uncertainty may also arise regarding where online betting and iGaming activities are deemed to occur and which authorities have jurisdiction over themNew
30Changes in taxation laws, regulations and interpretations could materially increase our tax liabilities, reduce customer demand for our products, and adversely affect our business, financial condition and results of operationsNew
31Uncertain and evolving interpretations of tax laws for online betting, iGaming and adjacent products may expose us to disproportionate liabilityNew
32Social responsibility concerns and public opinion regarding responsible gambling and related matters could significantly influence the regulation of online betting and iGaming and impose new responsible gaming requirements, could result in investigations and litigation, and may adversely impact our reputation27% rewritten
33We 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 jurisdictions66% rewritten
34Governmental reviews and/or significant regulatory changes in our key markets could have a material adverse effect on our business, financial condition and results of operationsNew
35We face the risk of loss, revocation, non-renewal or change in the terms of our betting and gaming licenses77% rewritten
36There have been, and continue to be, various attempts in the European Union member states to apply domestic criminal and administrative laws to prevent online betting and iGaming operators licensed in other member states from operating in or providing services to customers within their territoryNew
37We are subject to litigation, and adverse outcomes in such litigation could have a material adverse effect on our business, financial condition and results of operations72% rewritten
38For example, in Australia, class action proceedings were commenced against our Sportsbet brand in late December 2024 relating to Sportsbet's Bet Live Fast Code serviceNew
39We have been, continue to be, and could in the future be the subject of governmental investigations, settlement agreements and inquiries with respect to the operation of our businesses any of which could materially and adversely affect our businessNew
40We may fail to maintain effective and compliant AML, counter-terrorist financing (“CTF”) and anti-corruption, fraud detection or related compliance policies and procedures66% rewritten
41If we fail to detect cheating, fraud or theft, including by our customers, employees, or third parties, our reputation may suffer, which could harm our brand and reputation and subject us to investigations and litigation78% rewritten
42Online 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 operations57% rewritten
43We 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 fluctuations22% rewritten
44Tariff-related disruptions may also lead to fluctuations in exchange rates as markets react to shifts in trade relationships, thereby increasing the volatility arising from foreign currency exposure23% rewritten
45We depend on the ongoing support of payment processors and international multi-currency transfer systems33% rewritten
46The receipt of funds from customers may be subject to regulation in various countries. For example, accepting deposits in the United Kingdom is a regulated activity, generally requiring those that accept deposits in the United Kingdom to be authorized under applicable financial services legislationNew
47Our strategy could be materially and adversely affected by our indebtedness30% rewritten

Risks Relating to Ownership of Our Ordinary Shares

48We have not paid dividends on our ordinary shares since May 2020 and may not pay dividends in futureNew
49You may be diluted by the future issuance of additional ordinary shares in connection with our incentive plans, acquisitions or otherwise68% rewritten
50The amount and frequency of our share repurchases may fluctuate, and we cannot guarantee that we will purchase all of the shares under our share repurchase authorization, or that it will enhance long-term shareholder valueNew
51Any shareholder whose principal currency is not the U.S. dollar will be subject to exchange rate fluctuations
52The trading price of our ordinary shares may be volatile
53U.S. investors may have difficulty enforcing judgments against us, our directors and officers73% rewritten

Other Flutter Entertainment 10-Ks

FY2024 10-K risk factors
71 risks
Regulatory, tax and licensing changes across major markets could restrict products, increase costs or threaten operating permissions.
Filed Mar 04, 2025

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The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.