Form 8-K

8-K — Flutter Entertainment plc

Accession: 0001193125-26-333794

Filed: 2026-08-05

Period: 2026-08-01

CIK: 0001635327

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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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): August 1, 2026

Flutter Entertainment plc

(Exact Name of Registrant as Specified in its Charter)

Ireland

001-37403

98-1782229

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

One Madison Avenue

New York, New York

10010

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (646) 930-0950

(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.):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Ordinary Shares, nominal value of €0.09 per share

FLUT

New York Stock Exchange

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. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 5, 2026, the Board of Directors (the “Board”) of Flutter Entertainment plc (“Flutter” or the “Company”) announced the appointment of Dan Taylor, the current President of Flutter and Chief Executive Officer of its International Division, as Flutter’s next Chief Executive Officer and a member of the Board, effective October 1, 2026. The Company will file an amendment to this Current Report on Form 8-K when the compensation arrangements for Mr. Taylor have been determined and approved by the Compensation and Human Resources Committee of the Board.

Peter Jackson will step down from his positions as Chief Executive Officer of Flutter and Director of the Board on September 30, 2026. Mr. Jackson will remain with the Company as an advisor through the end of the year to support a smooth transition. Mr. Jackson’s departure did not result from any disagreement with the Company, its management or the Board on any matter related to the Company’s operations, policies or practices.

Mr. Taylor, age 46, was promoted to the position of Flutter President in May 2026, in addition to his role as Chief Executive Officer of Flutter’s International Division, responsible for the overall commercial delivery of both FanDuel and Flutter International, including all constituent regions and brands. Prior to his appointment as Chief Executive Officer of Flutter’s International Division in 2020, Mr. Taylor was the Chief Executive Officer of Paddy Power Betfair from 2018 to 2020 with full global responsibility for Adjarabet, Betfair and Paddy Power. Prior to these roles, he was Managing Director, UK & Ireland and Managing Director, Retail from 2015 to 2018.

Before Flutter, Mr. Taylor was the Managing Director of Teletext Holidays, Director of Strategy and Commercial Development of DMG Media and an Associate Partner at OC&C Strategy Consultants. Mr. Taylor is also a non-executive director at Dunelm Group plc.

Mr. Taylor holds an MA in Economics from the University of Cambridge.

Mr. Taylor does not have any family relationships with any executive officer or director of Flutter. There are no arrangements or understandings with Mr. Taylor, or any other persons, under which Mr. Taylor was elected to serve as an officer of the Company. In addition, he is not party to any transaction requiring disclosure under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended.

Transition Agreement with Mr. Jackson

On August 4, 2026, Mr. Jackson and Flutter Services UK Limited (a subsidiary of the Company) entered into a Transition Agreement (the “Transition Agreement”), pursuant to which Mr. Jackson will step down as Chief Executive Officer and Director on September 30, 2026, supporting the Company as an advisor through the end of the year, and Mr. Jackson’s employment will terminate as of December 31, 2026 (the “Termination Date”). Through the Termination Date, Mr. Jackson will continue to receive his current base salary and remain eligible to receive pension contributions and participate in the Company’s employee benefit plans. During the period to September 30, 2026, these amounts are in consideration for his continued services under the Transition Agreement, and thereafter, these amounts satisfy a portion of Mr. Jackson’s 12-month notice period under his Service Agreement.

Under the terms of the Transition Agreement, and consistent with the terms of Mr. Jackson’s Service Agreement for a termination without cause, Mr. Jackson will receive the following benefits: (i) payment in lieu of the balance of his 12-month notice period in respect of base salary, pension contributions and benefits (excluding health insurance); (ii) eligibility for an annual bonus in respect of the 2026 financial year, based on actual Company performance; (iii) in respect of awards under the Company’s Deferred Share Incentive Plan, vesting as soon as practicable following the Termination Date; (iv) in respect of awards under Flutter’s Long-Term Incentive Plan: full vesting of Tranche 2, and a time pro-rated vesting of Tranche 3 and Tranche 4, of the Consolidated LTIP, in each case subject to achievement of the applicable performance conditions; (v) in respect of Restricted Share Unit Awards and Performance Share Unit Awards (“PSUs”) granted under the Company’s 2024 Omnibus Equity Incentive Plan, a time pro-rated vesting, and in the case of the PSUs, subject to assessment of the applicable performance conditions; (vi) cessation of holding periods on any equity awards following the Termination Date (subject to the Flutter share dealing policy and applicable malus and clawback policies); and (vii) continuation of health insurance at Flutter’s expense for up to 12 months or payment in lieu thereof. In addition, the Transition Agreement provides that Mr. Jackson will be paid a lump sum cash payment equivalent to 3 months’ base salary, pension contributions and benefits (excluding health insurance). The Transition Agreement also provides that certain professional advisor fees incurred by Mr. Jackson will be paid up to a specified maximum together with tax return support. The Transition Agreement also includes customary provisions, including non-disparagement, cooperation in certain matters, return of employer’s property, confidentiality obligations and reaffirmation of the post-termination restrictive covenants set out in Mr. Jackson’s Service Agreement.

The foregoing description of the Transition Agreement is a summary and is qualified in its entirety by reference to the Transition Agreement, which will be filed as an exhibit to Flutter’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.

Item 7.01

Regulation FD Disclosure.

On August 5, 2026, Flutter issued a press release regarding the CEO transition at Flutter, which is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Press Release dated August 5, 2026

104

The cover page of this Current Report on Form 8-K, formatted in Inline XBRL

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.

Flutter Entertainment plc

(Registrant)

Date: August 5, 2026

By:

/s/ Edward Traynor

Name:

Edward Traynor

Title:

Company Secretary

EX-99.1

Filename: d167128dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

PRESS RELEASE

Flutter Board announces CEO transition

Dan Taylor to succeed Peter Jackson on October 1, 2026

NEW YORK, NY (August 5, 2026): Flutter Entertainment plc (NYSE: FLUT), the world’s leading online sports betting and iGaming operator, today announced

that Dan Taylor will be appointed Group Chief Executive Officer, effective October 1, 2026, when he will also join Flutter’s Board of Directors. Dan will succeed Peter Jackson, who will step down as Group Chief Executive Officer and from

the Board on September 30, 2026. Peter will remain with the Company as an advisor through the end of the year to support a smooth transition.

Dan is

currently CEO of Flutter’s International division, which generated more than $9 billion of annual revenue and over $2.2 billion of Adjusted EBITDA in 2025. During his tenure, the business has expanded through a series of strategic

acquisitions and transformations as well as consistent organic growth, strengthening Flutter’s competitive positions across key regulated markets. As Flutter President since May 2026, Dan also has responsibility for commercial delivery across

the Group’s global portfolio and has played a central role in shaping FanDuel’s recent sportsbook improvement plan, which is showing encouraging early signs of momentum.

John Bryant, Chair of the Board, said: “The Board is pleased to appoint Dan as Flutter’s next Group Chief Executive Officer. He has an

outstanding track record of delivering results, building high-performing teams and leading complex international businesses. Dan’s breadth of experience and responsibilities across the Group, combined with his deep

understanding of the industry, give us every confidence that he is the right person to lead Flutter into its next phase of growth.

“On

behalf of the Board, I would also like to thank Peter for his significant contribution to the business. Under his leadership, Flutter has transformed from Paddy Power Betfair into the world’s leading online sports

betting and iGaming operator. He has led its growth into a truly global business, built a portfolio of market-leading brands and strengthened the capabilities that underpin its success. Peter leaves Flutter with gold medal positions around

the world and exceptionally well positioned for the future.”

Dan Taylor said: “I’m delighted to take on the role of Group

Chief Executive Officer at such an important time for Flutter. Our priority will be to keep delivering for our colleagues, customers and shareholders, while building on the momentum we’ve created across the business. The

opportunities ahead are significant—both those we see in the market today and those we will create ourselves in the future. I look forward to leading the business as we continue to innovate, grow and build on the strengths that make

Flutter unique.”

Peter Jackson said: “It has been such a privilege to lead Flutter’s transformation, and I am incredibly

proud of what we have achieved over nearly nine years. Flutter is a fantastic business, with a portfolio of world-class brands, talented colleagues and genuine competitive advantages. Having worked closely with Dan for many

years, I have seen first-hand his ability to grow businesses, build strong teams and deliver exceptional results. I leave with great confidence in Dan, the leadership team and the Company’s future.”

Second Quarter Fiscal 2026 Results and Conference Call

In a separate press release issued today, Flutter released its second quarter 2026 financial results. The company will host a conference call today

at 8:30 a.m. EDT (1:30 p.m. BST) to review the results and be available for questions, with access via webcast and telephone.

A public audio webcast

of management’s call and the related Q&A can be accessed by registering here or via www.flutter.com/investors. For those unable to listen to the live broadcast, a replay will be available approximately one

hour after the conclusion of the call. This earnings release and supplementary materials will also be made available via www.flutter.com/investors.

Analysts and investors who wish to participate in the live conference call must do so by dialing any of the numbers below and using conference ID

11053. Please dial-in 10 minutes before the conference call begins.

+1 800 715 9871 (North America)

+44 800 358 0970 (United Kingdom)

+353 1800 943 926 (Ireland)

+61 1800 519 630 (Australia)

+1 646 307 1963 (International)

Notes to Editors

About Flutter Entertainment

plc

Flutter is the world’s leading online sports betting and iGaming operator, with a market leading position in the US and across the world. Our

ambition is to leverage our size and our challenger mindset to change our industry for the better. By Changing the Game, we believe we can deliver long-term growth while promoting a positive, sustainable future for all our stakeholders. We

are well-placed to do so through the distinctive, global advantages of the Flutter Edge, which gives our brands access to group-wide benefits, as well as our clear vision for sustainability through our Positive Impact Plan.

Flutter operates a diverse portfolio of leading online sports betting and iGaming brands including FanDuel, Sky Betting & Gaming,

Sportsbet, PokerStars, Paddy Power, Sisal, Snai, tombola, Betfair, MaxBet, Junglee Games, Adjarabet and Betnacional. We are the industry leader with $16,383m of revenue globally for fiscal 2025 and $4,326m of revenue

globally for the quarter ended June 30, 2026, up 3% YoY.

Dan Taylor Biography

Dan is a highly experienced and accomplished gaming executive, who has held a series of senior leadership roles within Flutter for over a decade. He

has helped to spearhead growth, innovation and transformation across the company, building some of the strongest brands in the gaming sector while helping to establish the portfolio of leading market positions that underpin

Flutter today. Dan was appointed Flutter President in May 2026, alongside his previous remit as Chief Executive Officer of Flutter International, and is responsible for the overall commercial delivery of both FanDuel and

Flutter International, including all constituent regions and brands within Flutter.

Dan served as Chief Executive Officer of Paddy Power Betfair from 2018 to 2020, with full

global responsibility for Paddy Power, Betfair and Adjarabet. Prior to this, from 2015 to 2018, he served as Managing Director, UK & Ireland and Managing Director, Retail. Throughout his career at Flutter, Dan has played a central role

in leading both the organic growth agenda and much of the Group’s value-accretive M&A strategy, helping to integrate major acquisitions and build leading positions across multiple regions, including Flutter UK and Ireland (UKI), Flutter

Southern Europe and Africa (SEA) and Central and Eastern Europe (CEE), alongside exceptional leadership teams. He has also overseen significant product innovation, technology transformations and post-acquisition integration programs. Under

his leadership, these efforts have directly contributed to more than $300m in incremental realized synergies and efficiencies.

Before joining Flutter, Dan

held a series of senior roles across a range of consumer digital businesses and was an Associate Partner at OC&C Strategy Consultants. He is also a Non-Executive Director at Dunelm plc and holds an MA in

Economics from the University of Cambridge.

To learn more about Flutter, please visit our website at www.flutter.com.

Contacts:

Investors:

Media:

Paul Tymms, Investor Relations

Kate Delahunty, Corporate Communications

Ciara O’Mullane, Investor Relations

Lindsay Dunford, Corporate Communications

Sophie Nottage, Investor Relations

Rob Allen, Corporate Communications

Email: investor.relations@flutter.com

Email: corporatecomms@flutter.com

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