DEF 14A of Flutter Entertainment plc, Apr 16, 2026

DEF 14A of Flutter Entertainment plc

Filed Apr 16, 2026 · FY20250001635327-26-000037

Open on EDGAR

  1. Proposal 1: Election and Re-election of Directors

    Proposal 1: Election and Re-election of Directors In accordance with our Articles, all members of the Board retire at each AGM with those eligible standing for election/re-election (as appropriate) each year. The following table provides an overview of the nine current directors and two new proposed Directors nominated for election/re-election at the AGM. If elected/re-elected, each director will serve for a term expiring at the next AGM in 2027 at which point they will retire and may, if eligible, seek re-election. Mr. Hurley has notified us that he is retiring and will not stand for re-election at our 2026 AGM. The Board recommends that you vote ‘‘FOR’’ each director nominee.

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | Name | Age | Independent | Audit Committee | | Compensation and Human Resources Committee | | Nominating and Governance Committee | | Risk and Sustainability Committee | | | John Bryant Board Chair | 60 | ● | | | | ● | | ●* | | | | Peter Jackson Chief Executive Officer | 50 | | | | | | | | | | | Robert (Dob) Bennett Non-Executive Director | 68 | ● | | | | ● | | | | ● | | Stefan Bomhard Non-Executive Director | 58 | ● | | | | ● | | ● | | | | Nancy Cruickshank Non-Executive Director | 55 | ● | | ● | | | | | | ●* | | Nancy Dubuc Non-Executive Director | 57 | ● | | | | ● | | | | ● | | David Kenny Proposed Non-Executive Director | 64 | ● | | | | | | | | | | Holly Keller Koeppel Non-Executive Director | 67 | ● | | ●*† | | | | ● | | ● | | Carolan Lennon Non-Executive Director | 59 | ● | | ● | | | | ● | | | | Christine M. McCarthy Non-Executive Director | 70 | ● | | ●† | | | | | | ● | | Sally Susman Proposed Non-Executive Director | 64 | ● | | | | | | | | |

  4. Director Nominees

    * Committee Chair † Audit Committee Financial Expert

  5. Director Nominees

    | 2 | Flutter Entertainment plc 2026 Proxy Statement |

  6. Director Nominees

    | Table of Contents | Proxy Statement Summary |

  7. Process for Shareholders to Recommend Director Nominees

    Process for Shareholders to Recommend Director Nominees Our Articles address the processes by which shareholders may recommend Director nominees, and the policy of the Nominating and Governance Committee is to evaluate such recommendations on a substantially similar basis as it considers other nominees. If you would like to recommend a future nominee for Board membership, you can submit a written recommendation in accordance with our Articles and applicable law, including the name and other pertinent information for the nominee, to our Company Secretary. Please note that Article 59A of our Articles prescribes certain timing and nomination requirements with respect to any such recommendation if an eligible shareholder wishes to have their nominee included in our proxy materials for our AGM (see “Shareholder Proposals and Nominations for Our 2027 AGM”).

  8. Process for Shareholders to Recommend Director Nominees

    | Flutter Entertainment plc 2026 Proxy Statement | 13 |

  9. Process for Shareholders to Recommend Director Nominees

    | Corporate Governance | Table of Contents |

  10. Election and Re-election of Directors

    Election and Re-election of Directors In accordance with Regulation 91(a) of our Articles, all members of the Board retire at each AGM with those eligible entitled to stand for election/re-election (as appropriate) each year. Under the guidance of the Nominating and Governance Committee, the Board reviews the structure of the Board, its committees and the individual directors and, as part of that process, considers, among other things, issues of structure, leadership and oversight needs and the mix of skills necessary to guide the Company in executing its long-term strategic objectives. Having carried out this review, the Board considers that it is comprised of actively engaged individuals with diverse skills, experiences and backgrounds that contribute to the effective oversight of the Company. The Board believes these varied qualifications help to inform and oversee decisions regarding the Company’s long-term strategic growth. As previously announced, Mr. Bomhard was appointed as a Non-Executive Director with effect from October 1, 2025, and will retire and put himself forward for election by shareholders at the AGM. Additionally, Mr. Hurley will not seek re-election and will step down from our Board at the conclusion of our AGM. Accordingly, each Director retiring at the AGM is being nominated for election/re-election in accordance with our Articles, with the exception of Mr. Hurley.

  11. VOTE

    VOTE

  12. The Board recommends that you vote “FOR” the election and

    The Board recommends that you vote “FOR” the election and re-election (as appropriate) of all nominees to the Board. In addition, the Board has unanimously nominated Sally Susman and David Kenny, who are not currently serving as Directors, for election at this AGM. The election/re-election of each Director nominee will be put to the meeting as a separate resolution. Election/re-election (as appropriate) of each Director nominee requires that a simple majority of votes cast in person or by proxy at the AGM must be cast "FOR" the nominee. Abstentions and broker non-votes are not considered votes cast and will not impact the outcome of the vote on this Proposal. The text of the resolution in respect of Proposal 1 is as follows: ‘‘That, by separate resolutions, the following 11 directors be elected/re-elected (as appropriate): (a)John Bryant (b)Peter Jackson (c)Robert (Dob) Bennett (d)Stefan Bomhard (e)Nancy Cruickshank (f)Nancy Dubuc (g)David Kenny (h)Holly Keller Koeppel (i)Carolan Lennon (j)Christine M. McCarthy (k)Sally Susman

  13. The Board recommends that you vote “FOR” the election and

    | 18 | Flutter Entertainment plc 2026 Proxy Statement |

  14. The Board recommends that you vote “FOR” the election and

    | Table of Contents | Proposal 1 |

  15. Meet the Board of Directors

    Meet the Board of Directors This section of our Proxy Statement contains information about our proposed Board, each nominee who is seeking election/re-election at the AGM, as well as key elements of our corporate governance practices. The Board places great value on strong governance controls, and we have structured our corporate governance in a manner we believe closely aligns with the best interests of the Company and our shareholders as a whole. As discussed above, Mr. Hurley has notified the Board that he will retire following the conclusion of the AGM, and will therefore not stand for re-election at this AGM. The nominees have consented to being named in this Proxy Statement and to serve if elected/re-elected (as appropriate). The Board has no reason to believe that any nominee will be unavailable or unable to serve as a director, but if for any reason any nominee should not be available or able to serve prior to the date of the AGM, the votes represented by all valid proxies cast in favor of that nominee will be cast by the person or persons acting under said proxy in accordance with the recommendation of the Board.

  16. Meet the Board of Directors

    | John Bryant | | Specific Qualifications, Experience, Attributes, Skills Key strengths and experience •Extensive experience leading a global consumer goods company •Significant expertise in financial, operational and strategic leadership | | | Age: 60 Director since: April 2023 Chair since: September 2023 Board Committees: C&HR Committee Nominating and Governance Committee (Chair) | | | Career Highlights John Bryant joined Kellogg Company, a multinational food manufacturing company, in 1998 and served as chief executive officer from January 2011 to September 2017, having previously held a variety of roles, including chief financial officer; president, North America; president international; and chief operating officer. Mr. Bryant joined the board of Kellogg Company in July 2010 and served as chair of the board from July 2014 to March 2018. He also served as a trustee of the W. K. Kellogg Foundation Trust from 2015 to 2018 and was also a non-executive director of Macy's Inc. from January 2015 until May 2023. | | | | Other Public Company Directorships Current Public Company Boards: •Compass Group Plc •Ball Corporation •Coca-Cola Europacific Partners | | Educational Background Mr. Bryant holds a bachelor’s degree in business and commerce from Australian National University and earned a master’s degree in business administration from the Wharton School at the University of Pennsylvania and a graduate certificate in cybersecurity from Harvard Extension School. |

  17. Meet the Board of Directors

    | Flutter Entertainment plc 2026 Proxy Statement | 19 |

  18. Meet the Board of Directors

    | Proposal 1 | Table of Contents |

  19. Meet the Board of Directors

    | Peter Jackson | | Specific Qualifications, Experience, Attributes, Skills Key strengths and experience •Extensive experience in leading consumer businesses with international reach within a highly regulated industry •Technology and digital consumer sector expertise | | | Age: 50 Director since: February 2016 CEO since: January 2018 Board Committees: None | | | Career Highlights Peter Jackson was appointed as the chief executive officer of Flutter in January 2018. He joined as a non-executive director of Betfair Group plc in April 2013, and, following the merger of Betfair Group plc with the Group, became a non-executive director of the Group in February 2016. Previously, Mr. Jackson was the chief executive officer of Worldpay UK, an operating division of Worldpay Group plc. He was formerly the chief executive officer of Travelex Group. He then joined Banco Santander as head of global innovation and as a director of Santander UK Group Holdings plc. Mr. Jackson’s previous experience includes senior positions at Lloyds and Halifax Bank of Scotland, as well as time at McKinsey & Company. | | | | Other Public Company Directorships Current Public Company •None Previous Public Company Boards: •Deliveroo plc | | Educational Background Mr. Jackson holds a master’s degree in engineering from Cambridge University. |

  20. Meet the Board of Directors

    | 20 | Flutter Entertainment plc 2026 Proxy Statement |

  21. Meet the Board of Directors

    | Table of Contents | Proposal 1 |

  22. Meet the Board of Directors

    | Robert (Dob) Bennett | | Specific Qualifications, Experience, Attributes, Skills Key strengths and experience •Extensive experience with financial and strategic leadership responsibilities •Deep operating expertise in sports, entertainment and media | | | Age: 68 Director since: July 2024 Board Committees: C&HR Committee Risk and Sustainability Committee | | | Career Highlights Robert (Dob) Bennett is Executive Chairman of the Board of Liberty Media Corporation ("Liberty Media"), a sports media and entertainment company, and of Liberty Live Holdings, Inc. He is also the Managing Director of Hilltop Investments, LLC, a private family investment company. Previously, Mr. Bennett served as President of Discovery Holding Company, a media and entertainment company. Before that, Mr. Bennett was one of the founding executives of Liberty Media and served in a number of capacities, including as President and Chief Executive Officer. Prior to his tenure at Liberty Media, Mr. Bennett worked at Tele-Communications, Inc. and The Bank of New York. | | | | Other Public Company Directorships Current Public Company Boards: •Liberty Media - Executive Chairman •Liberty Live Holdings - Executive Chairman Previous Public Company Boards: •Warner Bros. Discovery, Inc. •Sprint Corporation •Demand Media, Inc. •Discovery Communications Inc. •Liberty Interactive Corporation •HP Inc. | | Educational Background Mr. Bennett holds a bachelor's degree in Economics from Denison University and an MBA from Columbia University. |

  23. Meet the Board of Directors

    | Flutter Entertainment plc 2026 Proxy Statement | 21 |

  24. Meet the Board of Directors

    | Proposal 1 | Table of Contents |

  25. Meet the Board of Directors

    | Stefan Bomhard | | Specific Qualifications, Experience, Attributes, Skills Key strengths and experience •Wealth of experience working in international environments, particularly in operations, sales and brand leadership in retail and consumer companies •Deep and wide-ranging career in fast-moving consumer goods and challenger businesses | | | Age: 58 Director since: October 2025 Board Committees: C&HR Committee Nominating and Governance Committee | | | Career Highlights Mr. Bomhard served as the Chief Executive Officer and member of the board of directors of Imperial Brands plc (“Imperial Brands”), a global consumer-focused company in the tobacco and nicotine industry, from July 2020 until his retirement as Chief Executive Officer on October 1, 2025 and as a director on December 31, 2025. Prior to his time at Imperial Brands, Mr. Bomhard served as the Chief Executive Officer of Inchcape plc (“Inchcape”), a global distribution and retail leader in the premium and luxury automotive sectors, from April 2015 until June 2020. Prior to Inchcape, Mr. Bomhard was president of Bacardi Limited’s European region and was also responsible for Bacardi’s Global commercial organization and Global Travel Retail. Additional previous roles held by Mr. Bomhard include Chief Commercial Officer of Cadbury plc and Chief Operating Officer of Unilever Food Solutions Europe. This followed senior management and sales and marketing positions at Diageo (Burger King) and Procter & Gamble. | | | | Other Public Company Directorships Current Public Company Boards: •The Magnum Ice Cream Company N.V. Previous Public Company Boards: •Compass Group plc •Imperial Brands plc •Inchcape plc | | Educational Background Mr. Bomhard holds a bachelor’s degree in business administration from Middlesex University, a Diplombetriebswirt (FH) from Reutlingen University Germany and a Ph.D. in marketing from the University of Bradford. |

  26. Meet the Board of Directors

    | 22 | Flutter Entertainment plc 2026 Proxy Statement |

  27. Meet the Board of Directors

    | Table of Contents | Proposal 1 |

  28. Meet the Board of Directors

    | Nancy Cruickshank | | Specific Qualifications, Experience, Attributes, Skills Key strengths and experience •Extensive digital and entrepreneurial expertise •A wealth of Non-Executive Director experience | | | Age: 55 Director since: May 2019 Board Committees: Audit Committee Risk and Sustainability Committee (Chair) | | | Career Highlights Nancy Cruickshank is a serial entrepreneur and digital leader, and presently works as an operating partner at Exponent PE as part of a plural non-executive portfolio. Her last start-up, My Showcase, was named by the Sunday Times as one of the 15 fastest-growing start-ups in the United Kingdom in 2016, and was acquired by Miroma Group in February 2018. Prior to this Ms. Cruickshank was Chief Digital Officer at Carlsberg Group AS. Ms. Cruickshank previously worked in the digital industry for over 25 years, including launching Condé Nast online in 1996, overseeing Telegraph Media Group’s Digital business and developing the fashion and beauty market leader Handbag.com between 2001 and 2006, leading to a successful sale to Hearst Corporation in 2006. | | | | Other Public Company Directorships Current Public Company Boards: •Allegro.EU SA Previous Public Company Boards: •Telecity Group | | Educational Background Ms. Cruickshank holds a bachelor’s degree in history from Leeds University. |

  29. Meet the Board of Directors

    | Flutter Entertainment plc 2026 Proxy Statement | 23 |

  30. Meet the Board of Directors

    | Proposal 1 | Table of Contents |

  31. Meet the Board of Directors

    | Nancy Dubuc | | Specific Qualifications, Experience, Attributes, Skills Key strengths and experience •Extensive media, digital and publishing experience •Significant number of years’ experience in senior leadership | | | Age: 57 Director since: April 2021 Board Committees: C&HR Committee Risk and Sustainability Committee | | | Career Highlights Nancy Dubuc held the position of chief executive officer of VICE Media Group, a digital media and broadcasting company, from January 2018 until February 2023, where she was responsible for the definition, strategic growth and performance of the organization’s five distinct global lines of business – VICE TV, VICE News, Digital Publishing, Global Studios and Virtue, the company’s global creative agency. In 2019, she led the acquisition and integration of Refinery29 and expanded VICE News globally. VICE Media Group filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in May 2023. Before joining VICE, Ms. Dubuc spent her career at A+E Networks beginning in 1999 and rising through the ranks to chief executive officer from 2013 until 2018. During her tenure, she launched A+E Studios and A&E Indie Films and led their global expansion and digital migration. | | | | Other Public Company Directorships Current Public Company Boards: •Warner Music Group Corp. •WEBTOON Entertainment Inc. Previous Public Company Boards: •None | | Educational Background Ms. Dubuc holds a bachelor of science degree in communications from Boston University. |

  32. Meet the Board of Directors

    | 24 | Flutter Entertainment plc 2026 Proxy Statement |

  33. Meet the Board of Directors

    | Table of Contents | Proposal 1 |

  34. Meet the Board of Directors

    | David Kenny | | Specific Qualifications, Experience, Attributes, Skills Key strengths and experience •Proven track record leading complex tech/media and marketing businesses •Vast governance experience with both public and private companies | | | Age: 64 Director since: Upon election at this AGM Board Committees: None | | | Career Highlights David Kenny currently serves as the Chairman for Best Buy Co., Inc., the world’s largest specialty consumer electronics retailer. Mr. Kenny also serves as independent director of Nielsen Holdings plc, having previously held the position of Chief Executive Officer from 2018 to 2023. Before joining Nielsen, Mr. Kenny served as Chairman and Chief Executive Officer of The Weather Company, LLC from 2012 to 2016 and, following its sale to IBM, as Senior Vice President of IBM’s Watson & Cloud platform. Prior to that, Mr. Kenny served as President of Akamai Technologies, Inc., Co-Managing Partner of the Publicis Groupe S.A., Chairman and Chief Executive Officer of Digitas, Inc. and Senior Partner at Bain & Company. Currently, Mr. Kenny serves as Chairman of the Board for Teach for America. | | | | Other Public Company Directorships Current Public Company Boards: •Best Buy Co., Inc. Previous Public Company Boards: •Digitas, Inc. | | Educational Background Mr. Kenny holds a B.A. in industrial administration from the GM Institute (now Kettering University) and an MBA from Harvard Business School. |

  35. Meet the Board of Directors

    | Flutter Entertainment plc 2026 Proxy Statement | 25 |

  36. Meet the Board of Directors

    | Proposal 1 | Table of Contents |

  37. Meet the Board of Directors

    | Holly Keller Koeppel | | Specific Qualifications, Experience, Attributes, Skills Key strengths and experience •Broad international experience in consumer goods, commodities and energy •Extensive experience with operational and financial leadership responsibilities in infrastructure and energy | | | Age: 67 Director since: May 2021 Board Committees: Audit Committee (Chair) Nominating and Governance Committee Risk and Sustainability Committee | | | Career Highlights Holly Keller Koeppel was a senior adviser to Corsair Capital LLC, a specialized investment firm, up until April 2018, where she had previously served as managing partner and co-head of infrastructure from 2015 until her retirement in 2017. From 2010 to 2015, Ms. Keller Koeppel was partner and global co-head of Citi Infrastructure Investors, a division of Citigroup. Ms. Keller Koeppel served as executive vice president and chief financial officer for American Electric Power Corporation from 2006 to 2009. Prior to 2000, Ms. Keller Koeppel held a series of senior operational executive leadership positions in American Electric Power Company, Inc. and Consolidated Natural Gas Company. | | | | Other Public Company Directorships Current Public Company Boards: •AES Corporation •Core Natural Resources, Inc. (previously Arch Resources) •Shell plc Previous Public Company Boards: •British American Tobacco plc •Vesuvius plc | | Educational Background She holds both a bachelor of science degree in business administration and an MBA from Ohio State University. |

  38. Meet the Board of Directors

    | 26 | Flutter Entertainment plc 2026 Proxy Statement |

  39. Meet the Board of Directors

    | Table of Contents | Proposal 1 |

  40. Meet the Board of Directors

    | Carolan Lennon | | Specific Qualifications, Experience, Attributes, Skills Key strengths and experience •Significant experience of regulated consumer facing digital businesses •Significant senior management, operational and sustainability experience | | | Age: 59 Director since: July 2022 Board Committees: Audit Committee Nominating and Governance Committee | | | Career Highlights Carolan Lennon was the country lead for Salesforce Ireland, a cloud-based software company, from July 2022 until her retirement in January 2026. Prior to this, Ms. Lennon was the chief executive officer of eir Limited, a major Irish telecoms company, from 2018 to 2022. Before that position, she held a variety of executive roles at eir Limited, including managing director of Open eir and acting managing director consumer and chief commercial officer. Prior to joining eir, she held a number of senior roles in Vodafone Ireland, including consumer director and marketing director. From 2016 to 2022, Ms. Lennon also served as an independent director at AIB, Ireland’s largest bank, including as its senior independent director from April 2020 to June 2022. | | | | Other Public Company Directorships Current Public Company Boards: •None Previous Public Company Boards: •AIB Group plc | | Educational Background Ms. Lennon holds a bachelor's degree in information technology from University College Dublin and an MBA from Trinity College Dublin. |

  41. Meet the Board of Directors

    | Flutter Entertainment plc 2026 Proxy Statement | 27 |

  42. Meet the Board of Directors

    | Proposal 1 | Table of Contents |

  43. Meet the Board of Directors

    | Christine M. McCarthy | | Specific Qualifications, Experience, Attributes, Skills Key strengths and experience •Extensive financial experience in consumer businesses •Significant senior management and strategic experience | | | Age: 70 Director since: July 2024 Board Committees: Audit Committee Risk and Sustainability Committee | | | Career Highlights Christine M. McCarthy was formerly the Senior Executive Vice President and Chief Financial Officer of The Walt Disney Company (“Disney”), a multinational media entertainment company, from 2015 until June 2023. She most recently served as a Strategic Advisor of Disney from July 2023 until June 2024. Prior to her appointment as Chief Financial Officer, she held positions of increasing responsibility at Disney, serving as Executive Vice President, Corporate Real Estate, Alliances and Treasurer from 2005 to 2015, after joining Disney as Senior Vice President and Treasurer in January 2000. Ms. McCarthy previously served as Executive Vice President and Chief Financial Officer of Imperial Bancorp from 1997 to December 1999. | | | | Other Public Company Directorships Current Public Company Boards: •The Procter & Gamble Company •FM Global •CoStar Group Previous Public Company Boards: •None | | Educational Background Ms. McCarthy holds a bachelor's degree in Biological Sciences from Smith College and an MBA in finance and marketing from the John E. Anderson Graduate School of Management-UCLA. |

  44. Meet the Board of Directors

    | 28 | Flutter Entertainment plc 2026 Proxy Statement |

  45. Meet the Board of Directors

    | Table of Contents | Proposal 1 |

  46. Meet the Board of Directors

    | Sally Susman | | Specific Qualifications, Experience, Attributes, Skills Key strengths and experience •Significant leadership experience •Experience in communications and public affairs as well as Government relations | | | Age: 64 Director since: Upon election at this AGM Board Committees: None | | | Career Highlights Sally Susman held the position of Executive Vice President and Chief Corporate Affairs Officer for Pfizer Inc., a multinational pharmaceutical and biotechnology company from 2018 until December 2025, and, before that, she served as Pfizer’s Executive Vice President of Corporate Affairs (formerly Policy, External Affairs and Communications) from 2010 to 2018. Before joining Pfizer in 2007, Ms. Susman served as the Chief Communications Officer of the Estée Lauder Companies Inc. and as Executive Vice President of Global Communications for the American Express Company. | | | | Other Public Company Directorships Current Public Company Boards: •UL Solutions, Inc. Previous Public Company Boards: •Equity Office Properties Trust •WPP plc | | Educational Background Ms. Susman holds a bachelor's degree in Government from Connecticut College. |

  47. Experience and Skills of Our Director Nominees

    Experience and Skills of Our Director Nominees All of our director nominees are highly accomplished and experienced professionals, with fundamental attributes of senior leadership including integrity, honesty, intellectual curiosity, good judgment, strong work ethic, strategic thinking, vision, commitment to mission, excellent communication and collaboration skills, and the ability and willingness to challenge management constructively when needed. In addition to these and other core attributes, our director nominees possess a variety of other skills and experience necessary to carry out the Board’s responsibilities. The presentation below is a high-level summary of some, but not all, of the skills and experience of our director nominees: Key Skills, Experience, and Expertise Definitions

  48. Experience and Skills of Our Director Nominees

    | U.S. Board Experience Demonstrated ability to advise and guide senior leaders on the nuances associated with a U.S.-listed company. | | Large Scale CEO Recent CEO experience in known, large-scale organizations. Ability to draw upon their commercial acumen and extensive knowledge of running a large company to provide valuable advice that's respected by both the Board and senior leaders. | | Financial Expertise Experience to draw upon own financial/business insight to support and facilitate further financial strategic thinking alongside the ability to contribute more broadly. |

  49. Experience and Skills of Our Director Nominees

    | Fast Growth (Transformational Growth) Experience and capability to support and advise on the challenges associated with fast and significant organic growth. | | Technology/Data/Digital Experience with data, digital information and technological innovation with the skills to advise and challenge to ensure we create and enhance customer experience. | | Regulatory/Legal/Corporate Affairs The insight and understanding of how to operate against a complex regulatory backdrop and guide on how best to navigate through the complexity in each markets. |

  50. Experience and Skills of Our Director Nominees

    | Gaming/Gambling/Entertainment/Sports Experience in operating within the gaming, entertainment and/or sports industries — understanding how these sectors work in order to counsel and advise on the opportunities to enhance our presence and overall business strategy. | | Consumer Experience and capability to understand a consumer business and ensure all decisions are made with positive outcomes for the consumer in mind. | | Global Exposure Significant and deep expertise in each of the markets that we operate and plan to operate in. | | Mergers and Acquisitions Experience in the deal process and experience in post-merger integration. |

  51. Experience and Skills of Our Director Nominees

    | Flutter Entertainment plc 2026 Proxy Statement | 31 |

  52. Experience and Skills of Our Director Nominees

    | Proposal 1 | Table of Contents |

  53. Director Compensation for Fiscal Year 2025

    Director Compensation for Fiscal Year 2025 The compensation of our NEDs is set by the Board with account taken of the time and responsibility involved in each role, including, where applicable, the Chairship of Board Committees. The fees for the NEDs for fiscal year 2025 are set out in the table below:

  54. Director Compensation for Fiscal Year 2025

    | Role | Annual Cash Retainer | Annual Equity Grants | | Board Chair Fee(1) | $175,000 | $325,000 | | Non-Executive Director Base Fee | $110,000 | $205,000 | | Additional Fees: | | | | Audit Committee Chair | $30,000 | $— | | C&HR Committee Chair | $25,000 | $— | | Nominating and Governance Committee Chair(1) | $20,000 | $— | | Risk and Sustainability Committee Chair | $25,000 | $— |

  55. Director Compensation for Fiscal Year 2025

    1.The Board Chair does not receive the Non-Executive Director Base Fee. If the Board Chair holds the position of Nominating and Governance Committee Chair, no fee will be paid for the Nomination Committee role. The total 2025 compensation of the NEDs is set forth in the table below:

  56. Director Compensation for Fiscal Year 2025

    | Name | Fees earned or paid in cash(1) ($) | Stock awards(2) ($) | All other compensation(3) ($) | Total ($) | | John Bryant | 175,000 | 325,000 | — | 500,000 | | Robert (Dob) Bennett | 110,000 | 205,000 | — | 315,000 | | Stefan Bomhard(4) | 27,500 | — | — | 27,500 | | Nancy Cruickshank | 135,000 | 205,000 | — | 340,000 | | Nancy Dubuc | 110,000 | 205,000 | — | 315,000 | | Alfred Hurley, Jr. | 135,000 | 205,000 | — | 340,000 | | Holly Koeppel | 140,000 | 205,000 | — | 345,000 | | Carolan Lennon | 110,000 | 205,000 | — | 315,000 | | Christine M. McCarthy | 110,000 | 205,000 | — | 315,000 | | Atif Rafiq(3) | 47,526 | — | 1,000 | 48,526 |

  57. Director Compensation for Fiscal Year 2025

    1.Director fees are denominated in USD and paid in EUR. For such fees, the EUR equivalent is translated at the exchange rate available to the Company at the time of payment using the applicable monthly average rate FX rate as reported by XE Corporation Inc. 2.The amounts in this column reflect the aggregate awards of RSUs granted in fiscal year 2025 in accordance with Accounting Standards Codification Topic 718, Compensation–Stock Compensation (‘‘ASC Topic 718’’). A discussion of the assumptions used in calculating these values can be found in Note 19 to our 2025 audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. 3.Mr. Rafiq stepped down from the Board following our 2025 AGM. Upon his retirement from the Board, Mr. Rafiq received a retirement gift of a $1,000 gift certificate. 4.Mr. Bomhard joined the Board as a NED, effective October 1, 2025.

  58. Director Compensation for Fiscal Year 2025

    | Flutter Entertainment plc 2026 Proxy Statement | 33 |

  59. Summary of Committee Actions and Highlights in 2025

    | Key Actions | Committee Rationale and Decisions | | Reviewed compensation structure for all Executive Officers | •Harmonized the structure of Executive Officer compensation packages •Increased long-term and at-risk components to align with U.S. market practices and reinforce pay-for-performance alignment •Granted Performance Share Units ("PSUs") based on a balanced mix of absolute and relative measures, including top-line growth, profit, and relative Total Shareholder Return ("TSR") | | Appointed Don Liu as Group Chief Legal Officer ("CLO") | •Approved new-hire compensation package for Mr. Liu's appointment as Group CLO and member of the Executive Committee •A description of the Group CLO compensation arrangement approved for Mr. Liu can be found on page 73 | | Considered and adjusted for impact of Indian Gambling Ban on 2025 annual incentive outcomes | •Reviewed the financial and operational implications of India's August 2025 real-money gaming ban on business performance and across our incentive plans •Applied pre-established principles to evaluate alternative approaches to ensure fair and consistent treatment across business units and participants •To ensure incentive outcomes fairly reflected true underlying business performance without the effect of the regulatory change, approved the exclusion of Junglee's performance from both targets and results | | Sunsetted International Incentive Plan ("IIP") following business simplification | •Approved the sunsetting of the IIP in connection with the consolidation of the International Division effective January 1, 2025 •Determined performance through December 31, 2024, consistent with the IIP's enterprise value growth condition •Additional details are provided in the IIP section on page 71 | | Launched refreshed all employee global share plan offering | •Implemented our new all-employee share plans - Employee Share Purchase Plan and Sharesave Scheme - following shareholder approval at our 2025 AGM •Launched the refreshed global share plans in December 2025 to employees across 27 locations |

  60. Compensation Guiding Principles

    | Pay-for-Performance | Shareholder Alignment | Competitive Compensation | Balance of Fixed and Variable Pay |

  61. Our Compensation Governance Practices

    | What We Do | | •Align pay outcomes to performance and long-term shareholder value creation | | •Balance rewards with a mix of fixed and variable pay with a significant portion of compensation linked to performance and delivered over the long-term | | •Ongoing outreach and engagement with our shareholders on executive compensation matters | | •Maintain robust clawback provisions in the event of a restatement or detrimental conduct that covers all cash and performance and time-based equity awards | | •Include Responsible Gambling as an important element within our annual incentive | | •Maintain and utilize a relevant peer group and market data as reference for compensation matters | | •Regular reviews of our compensation program to ensure alignment with market best practice | | •Maintain robust NEO stock ownership guidelines | | •Conduct periodic pay risk assessments | | •The C&HR Committee engages its own independent compensation consultant |

  62. Our Compensation Governance Practices

    | What We Don't Do | | •No hedging, pledging or short sales of Flutter shares | | •No evergreen provisions in long-term incentive plans | | •No guaranteed or uncapped bonuses or incentive awards, except as provided in a legacy agreement with respect to a one-time promotional long-term incentive award | | •No tax gross-ups on change-in-control scenarios | | •No “single-trigger” provisions in a change-in-control scenario | | •No payments of dividend equivalents on equity awards until vesting of awards | | •No defined benefit pension plans or inclusion of incentives in pensions | | •No excessive benefits or perquisites provided to NEOs |

  63. Overview of Our Executive Compensation Program

    Overview of Our Executive Compensation Program Our executive compensation program has three primary elements: base salary, annual incentives, and long-term equity incentives. Each of these compensation elements serves a specific purpose in our compensation strategy and are calibrated to balance competitiveness, performance accountability, and long-term shareholder alignment. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs to focus on long-term sustainable shareholder value creation.

  64. Changes to NEO Compensation Structure

    Changes to NEO Compensation Structure In 2024, following the move of the Company's primary listing to the NYSE, the C&HR Committee focused extensively on designing a U.S. market aligned executive compensation program that prioritizes performance-based elements, reflects shareholders’ experience, and incorporates shareholder feedback from investor engagements. In 2024, this structure was initially fully implemented only for the CEO. In 2025, the C&HR Committee determined it was important to harmonize the compensation structure for all of our NEOs to ensure a greater degree of alignment with the goals of our most senior executives as they execute our long-term strategy. Differences in package levels reflect a number of factors, including both the market where the individual is based and the markets that their responsibilities cover. The C&HR Committee, advised by its independent compensation consultant, conducted a comprehensive exercise in determining NEO package levels taking into account external market information and market practices as appropriate. Based on the factors above, the C&HR Committee aligned all NEO compensation from and including fiscal 2025 to consist of base salary, annual cash incentive, and long-term equity based incentives consisting of PSUs and Restricted Share Units ("RSUs"). PSUs are subject to three-year cliff vesting tied to profit, growth, and relative TSR. RSUs vest ratably for three years.

  65. Role of Independent Compensation Consultants

    Role of Independent Compensation Consultants The C&HR Committee retains the services of its own independent compensation consultant and annually reviews the consultant's performance and independence in accordance with SEC and NYSE rules. During 2025, the C&HR Committee continued to engage Pearl Meyer as its independent compensation consultant to provide expertise on a wider range of executive pay topics, including review of compensation peer group; annual competitive market assessment; review, design, and recommendation of annual incentive and long-term incentive plans; updates on trends and developments in executive compensation; and other ad hoc requests related to executive compensation market practices. The C&HR Committee reviews and takes into account the other services Pearl Meyer provided to the Company when engaging their services as independent compensation consultant. During the year, outside of the advice provided to the C&HR Committee, Pearl Meyer provided the Group with advice on non-executive compensation matters. The related fees to Pearl Meyer for these services were less than $120,000. The C&HR Committee is satisfied that the services provided by Pearl Meyer did not raise any conflicts of interest and that their advice to the C&HR Committee was independent.

  66. Role of the Peer Group

    Role of the Peer Group The C&HR Committee assesses the market competitiveness of the compensation for our Group level U.S.-focused roles against the following peer group. The peer group provides a benchmark for not only the base salary and total package quantum levels but also the program structure and features. The peer group is intended to reflect companies of similar size, scope of operations, complexity and international footprint as Flutter. The C&HR Committee used the following publicly available criteria when determining the peer group for purposes of setting compensation levels for our NEOs: •Size: Companies with similar revenue and market capitalization (between 0.3x and 3x our revenue and market capitalization) •Industry: Companies focused on casinos and gaming, interactive home entertainment/media services, as well as online and/or mobile technology •Operations: Companies with similar workforce composition, business lines, and domestic and/or international operations •Growth profile: Companies with similar growth and growth expectations (e.g., market-to-revenue ratios) Based on these criteria, the peer group consists of the following 16 companies. This group used to determine fiscal 2025 compensation was unchanged from 2024.

  67. Role of the Peer Group

    | Peer group for 2025 compensation | | | | | Activision Blizzard | DraftKings | Global Payments | MGM Resorts | | Airbnb | eBay | International Game Technology | PayPal Holdings | | Aristocrat Leisure | Electronic Arts | Las Vegas Sands | Shopify | | DoorDash | Entain | MercadoLibre | Wynn Resorts |

  68. Role of the Peer Group

    While the peer group is an essential input, it is only one of several factors in the C&HR Committee’s decision-making process. Peer group data is supplemented with relevant broad index and local market data, recognizing that not all executive officer data is available within the peer group. Given the unique nature of Flutter’s profile and the scarcity of directly comparable peers, this holistic approach ensures we design a program and set compensation levels that are market competitive, aligned with shareholder expectations, and support our overall pay for performance and leadership talent retention objectives.

  69. Role of the Peer Group

    | Flutter Entertainment plc 2026 Proxy Statement | 63 |

  70. Role of the Peer Group

    | Compensation Discussion and Analysis | Table of Contents |

  71. Role of the Peer Group

    The C&HR Committee will regularly evaluate whether the compensation opportunities for our NEOs are appropriate and competitive by reviewing comparable executive positions and the compensation paid to our Executive Officers in light of their relative functional responsibilities and experience. In line with typical market practice, the peer group is reviewed annually by the C&HR Committee to ensure that it continues to keep pace with Flutter’s growth and evolution, remains relevant for comparison in relation to Flutter’s size and scope, and to ensure NEO compensation decisions reflect latest market developments.

  72. Annual (Short-Term) Incentive Compensation

    Annual (Short-Term) Incentive Compensation The NEOs are eligible for annual incentives, which are tailored for their scope of responsibilities while maintaining a meaningful element of alignment to reflect shared responsibilities to the Group. The C&HR Committee believes annual incentives are an important component of executive compensation and are highly effective in driving the achievement of short-term goals that underpin the achievement of our long-term strategy. For all NEOs, annual incentives are driven by the achievement of financial and Responsible Gambling performance goals. For NEOs who are CEOs of one of our divisions, the majority of their incentive is based on the achievement of divisional goals, with a meaningful element based on Group performance. Goal achievement is monitored throughout the year, with the final performance determined after the end of the fiscal year. Final outcomes for each Executive Officer's annual incentive are reviewed and approved by the C&HR Committee with payout generally being within three months of the end of the fiscal year. Following the completion of the move to a U.S. primary listing in 2024, the target and max opportunities were adjusted for Mr. Jackson to align his annual incentive levels with typical U.S. market practice for CEOs, effective for the 2025 performance year. In making this adjustment, the C&HR Committee also considered the scope and complexity of the Group CEO role following the U.S. listing and reaffirmed its expectation that realized pay outcomes will continue to be driven by the achievement of demanding performance measures. For all other NEOs, no change to award opportunity levels were made in 2025 from prior 2024 levels.

  73. Annual (Short-Term) Incentive Compensation

    | 64 | Flutter Entertainment plc 2026 Proxy Statement |

  74. Annual (Short-Term) Incentive Compensation

    | Table of Contents | Compensation Discussion and Analysis |

  75. 2025 Annual Incentive Results

    2025 Annual Incentive Results The target and maximum opportunities for each NEO are determined at the commencement of their appointment to their respective roles and are reviewed annually by the C&HR Committee. For 2025, the target opportunities and performance measures for each NEO, as approved by the C&HR Committee, were as follows:

  76. 2025 Annual Incentive Results

    | NEO | Group performance/Divisional performance split | Target Opportunity (% of salary)(3) | Performance Measures and Weightings | | Peter Jackson | 100% Group | 200% | Group Adjusted Revenue – 40% Group EBITDAACS – 40% Responsible Gambling Measures – 20%(1) | | Rob Coldrake | 100% Group | 100% | | | Don Liu | 100% Group | 100% | | | Amy Howe | 80% Division, 20% Group | 100% | FanDuel Adjusted Revenue – 30% FanDuel EBITDAACS – 30% FanDuel Responsible Gambling – 20% Flutter Edge – 20%(2) | | Dan Taylor | 80% Division, 20% Group | 100% | Flutter International Adjusted Revenue – 30% Flutter International EBITDAACS – 30% Flutter International Responsible Gambling – 20% Flutter Edge – 20%(2) |

  77. 2025 Annual Incentive Results

    1.10% each from Divisional Responsible Gambling measure results. 2.10% each from Group Revenue and Group EBITDAACS measure results, excluding their own respective Divisional measure results. 3.Mr. Jackson, Ms. Howe, and Mr. Taylor had the opportunity to earn from 0% to 200% of their target award. Mr. Coldrake and Mr. Liu had the opportunity to earn from 0% to 150% of their target award. The Group and Divisional financial and Responsible Gambling performance targets and results that determined NEO award payouts are outlined below. For 2025, the C&HR Committee decided to use an EBITDAACS measure (as defined below) to replace the previous EBIT measure to capture an element of cashflow performance in the annual incentive. The revenue measure was retained. In line with market practice and as with previous years, the goals have been adjusted for exchange rate movements over the period ensuring that results are measured on a constant currency basis. The C&HR Committee retains the ability to make adjustments, both positive and negative, to goals or results where there is a significant unforeseen impact on performance outcomes that are outside of management's control. The purpose of such adjustments is to ensure incentive outcomes reflect management performance and decisions within management control, rather than to offset overall performance results. When considering adjustments, the C&HR Committee evaluates both the materiality of the impact on the vesting outcomes and the resulting awards. Throughout the year, the C&HR Committee monitors performance against goals and, in line with its established adjustment principles, made appropriate adjustments to award calculations. The C&HR Committee's adjustment principles include a provision allowing for adjustments for the impact of deviations in actual gross sportsbook margin from expected gross sportsbook margin based on actual stake. This provision is intended to normalize award outcomes in periods of significant performance volatility, primarily associated with large sports betting events. Under this framework, award outcomes may be reduced in cases of favorable sports result and adjusted upward in cases of unfavorable sports result, where the impact exceeds defined thresholds and is assessed to have distorted underlying performance. The tables below detail the annual incentive calculations. There is straight-line interpolation for results that fall in between threshold and target and target and maximum.

  78. 2025 Annual Incentive Results

    | Flutter Entertainment plc 2026 Proxy Statement | 65 |

  79. 2025 Annual Incentive Results

    | Compensation Discussion and Analysis | Table of Contents |

  80. 2025 Annual Incentive Results

    The C&HR Committee believes the 2025 annual incentive results appropriately balance rigor and fairness, reflecting both the Group's financial performance and the application of long-standing principles designed to measure management performance on a consistent and comparable basis. The C&HR Committee will continue to review the use, calibration, and impact of adjustments to ensure that incentive outcomes remain aligned with shareholder interests. During the year, in response to the ban of real money gaming in India, the C&HR Committee determined that Junglee’s contribution to both performance targets and results should be removed for the purpose of calculating annual incentive.

  81. Group Result – Peter Jackson

    1.Group Adjusted Revenue is defined as Group revenue excluding revenue from Junglee. 2.Group EBITDAACS is defined as net income (loss) excluding the results of Junglee; income taxes; other (expense) income net; interest expense net; depreciation and amortization; legal settlements and gaming taxes disputes; impairment of property and equipment, intangible assets, right-of-use assets and goodwill; share-based compensation charge; less additions for property and equipment, intangible assets and capitalized software. 3.Responsible Gambling measured as the percentage of average monthly players using responsible gambling tools. 4.Consistent with established adjustment principles, the C&HR Committee applied further adjustments to better align incentive outcomes with management performance and decisions within management control. Total adjustments for Group were 46.88% of target, which raised Group Adjusted Revenue and Group EBITDAACS results from below threshold to above threshold, resulting in payout between threshold and target. Adjustments applied include adjustments for the impact of adverse sports results exceeding defined thresholds; Illinois transaction fee revenue; impact of gaming tax increases in the US; Boyd market access payments including estimated savings in market access fees; prediction markets investments and an estimated adjustment for timing of acquisition of NSX. No single adjustment was determinative, and the C&HR Committee evaluated the combined impact of all adjustments in assessing overall performance. Responsible Gambling performance was not subject to adjustment.

  82. Group Result – Rob Coldrake, Don Liu

    3.Responsible Gambling measured as the percentage of average monthly players using responsible gambling tools. 4.Consistent with established adjustment principles, the C&HR Committee applied further adjustments to better align incentive outcomes with management performance and decisions within management control. Total adjustments for Group were 46.88% of target, which raised Group Adjusted Revenue and Group EBITDAACS results from below threshold to above threshold, resulting in payout between threshold and target. Adjustments applied include adjustments for the impact of adverse sports results exceeding defined thresholds; Illinois transaction fee revenue; impact of gaming tax increases in the US; Boyd market access payments including estimated savings in market access fees; prediction markets investments and an estimated adjustment for timing of acquisition of NSX. No single adjustment was determinative, and the C&HR Committee evaluated the combined impact of all adjustments in assessing overall performance. Responsible Gambling performance was not subject to adjustment.

  83. FanDuel Result – Amy Howe

    1.FanDuel Revenue is defined as U.S. segment revenue. 2.FanDuel EBITDAACS is defined as U.S. segment Adjusted EBITDA less transaction fees and associated costs; restructuring and integration costs; additions for property and equipment, intangible assets and capitalized software attributable to the U.S. segment. 3.Responsible Gambling measured as the percentage of FanDuel average monthly players using responsible gambling tools. 4.Flutter Edge Revenue for FanDuel is defined as Group Adjusted Revenue excluding FanDuel Revenue and the impact of adverse sports results exceeding defined thresholds. 5.Flutter Edge EBITDAACS for FanDuel is defined as Group EBITDAACS excluding FanDuel EBITDAACS and the impact of adverse sports results exceeding defined thresholds. 6.The C&HR Committee exercised downward discretion to align final performance achievement with that of the non-CEO broader Group. 7.Consistent with established adjustment principles, the C&HR Committee applied further adjustments to better align incentive outcomes with management performance and decisions within management control. Total adjustments for FanDuel were 38.22% of target (prior to Committee downward discretion being applied), which raised FanDuel Revenue and FanDuel EBITDAACS results from below threshold to above threshold, resulting in payout between threshold and target. Adjustments applied include adjustments for the impact of adverse sports results exceeding defined thresholds; Illinois transaction fee revenue; impact of gaming tax increases in the US; Boyd market access payments including estimated savings in market access fees and prediction markets investments No single adjustment was determinative, and the C&HR Committee evaluated the combined impact of all adjustments in assessing overall performance. Responsible Gambling performance was not subject to adjustment.

  84. Flutter International Result – Dan Taylor

    1.Flutter International Adjusted Revenue is defined as International segment revenue excluding revenue from Junglee. 2.Flutter International EBITDAACS is defined as International segment Adjusted EBITDA excluding the results of Junglee; less transaction fees, and associated costs; restructuring and integration costs; additions for property and equipment, intangible assets and capitalized software attributable to the International segment. 3.Responsible Gambling measured as the percentage of Flutter International average monthly players using responsible gambling tools. 4.Flutter Edge Revenue for Flutter International is defined as Group Adjusted Revenue excluding Flutter International Adjusted Revenue and the impact of adverse sports results exceeding defined thresholds. 5.Flutter Edge EBITDAACS for Flutter International is defined as Group EBITDAACS excluding Flutter International EBITDAACS and the impact of adverse sports results exceeding defined thresholds. 6.Consistent with established adjustment principles, the C&HR Committee applied further adjustments to better align incentive outcomes with management performance and decisions within management control. Total adjustments for Flutter International were 14.17% of target. Adjustments applied include adjustments for the impact of adverse sports results exceeding defined thresholds; an estimated adjustment for timing of acquisition of NSX, restructuring costs attributable to UKI retail shop closures and certain Group costs allocated to the International segment. No single adjustment was determinative, and the C&HR Committee evaluated the combined impact of all adjustments in assessing overall performance. Responsible Gambling performance was not subject to adjustment. The overall 2025 annual incentive results and payouts for each NEO is summarized below:

  85. Flutter International Result – Dan Taylor

    | | | 2025 Annual Incentive(1) | | | NEO | 2025 Target Incentive Payout ($) | Actual Result (% of target) | Actual Value ($) | | Peter Jackson | 2,855,745 | 86.88% | 2,481,072 | | Rob Coldrake | 925,000 | 76.88% | 711,140 | | Don Liu(2) | 558,904 | 76.88% | 429,685 | | Amy Howe | 1,059,898 | 76.88% | 814,850 | | Dan Taylor | 1,054,757 | 94.12% | 992,737 |

  86. Long-Term Equity-Based Incentives

    Long-Term Equity-Based Incentives The C&HR Committee believes that equity-based long-term incentives should form a significant portion of a NEO’s package for a given year and that the majority of a NEO’s equity-based awards should be linked to specific performance conditions. The use of equity in our executive compensation program increases the alignment of management’s interest to that of our shareholders and incentivizes the execution of our long-term strategic goals.

  87. 2025 Equity Grants

    2025 Equity Grants As part of our long-term incentive program, NEOs are eligible to receive a mix of equity awards. The Consolidated LTIP was established prior to our NYSE listing, the final tranche of which covers the period 2026-2028. The table below outlines the various types of equity awards, including those granted in 2025 and those previously granted with performance periods beginning in 2025.

  88. 2025 Equity Grants

    | Award | Description | | Performance Share Units (“PSU”) | Annual performance-based equity awards for all NEOs that are earned and vest after a three-year performance period based on the achievement of pre-determined goals. Performance conditions attached to the 2025 award for Mr. Jackson and Mr. Coldrake are weighted: 33⅓% Group Adjusted Earnings Per Share ("EPS"), 33⅓% Group Net Revenue(1) and 33⅓% relative TSR vs. S&P 500 constituent companies. Performance conditions attached to the 2025 award for Mr. Liu, Ms. Howe, and Mr. Taylor are weighted: 25% Group Adjusted EPS, 25% Group Net Revenue(1) and 50% relative TSR vs. S&P 500 constituent companies. 2025 PSUs were granted based on a target number of shares. The number of shares vesting could be between 50% (at threshold performance) to 200% (at maximum) of the target number of shares. | | Restricted Share Units (“RSU”) | Annual time-based awards for all NEOs vesting annually in three equal tranches. | | Consolidated LTIP Tranche 3 | Tranche 3 of the Consolidated LTIP commenced in 2025. This award was made as a one-time grant of performance-based awards covering four award years (four tranches) for Mr. Jackson and Mr. Coldrake. The award was granted in 2023 to Mr. Jackson and in 2024 to Mr. Coldrake. Mr. Coldrake's award was made on his appointment to Group CFO, covering three award years (three tranches). When granted, the whole of the Consolidated LTIP award carried a holding period (including on all vested awards) until April 28, 2029 (the sixth anniversary of grant for the original grant of the award to satisfy U.K. market governance requirements). An underpin also applies where the C&HR Committee must be satisfied that the formulaic outcome is appropriately reflective of the Company’s underlying performance and that it has been achieved with regard to the Company’s sustainability objectives. The C&HR Committee reviewed the holding period applicable for all tranches of the Consolidated LTIP award in October 2025 and determined that it was no longer achieving its intended purpose given the changes to Mr. Jackson and Mr. Coldrake's overall compensation packages. Considering the robust stock ownership guidelines implemented upon the Company's move to a U.S. primary listing, the C&HR Committee agreed to waive the holding period for each tranche of the Consolidated LTIP award. Following vesting, the trading of any vested shares will always be subject to Mr. Jackson and Mr. Coldrake meeting their respective stock ownership guidelines. The performance condition attached to Tranche 3 of the award is relative TSR vs. S&P 500 constituent companies. Consolidated LTIP awards were granted based on a maximum number of shares. The number of shares vesting could be between 50% (at threshold performance) to 200% (at maximum) of the target number of shares. The Consolidated LTIP is a legacy plan that will be phased out after 2026 and incorporated into other long-term incentive vehicles. |

  89. 2025 Equity Grants

    1.Group Net Revenue continues to be used as a performance metric for both annual incentives and PSUs because it is considered a key indicator of our ability to grow the business in a sustainable, value-enhancing manner. While the metric is used for both annual and long-term incentives, the nature of the performance goals, and the management decision-making to drive toward achievement of those goals, is different and complementary between the plans. For annual incentives, Group Net Revenue focuses on near-term performance and immediate execution. For PSUs, the metric drives longer-term decision-making related to market expansion and strategy realization.

  90. 2025 Equity Grants

    | Flutter Entertainment plc 2026 Proxy Statement | 69 |

  91. 2025 Equity Grants

    | Compensation Discussion and Analysis | Table of Contents |

  92. 2025 Equity Grants

    The table below outlines the long-term incentive award opportunity levels for each NEO for 2025.

  93. 2025 Equity Grants

    | | Award opportunity (% of salary) | | | | NEO | PSUs | RSUs | Consolidated LTIP Tranche 3(1) | | Peter Jackson | 600% | 200% | 200% | | Rob Coldrake | 150% | 125% | 150% | | Don Liu(2) | 300% | 125% | — | | Amy Howe | 600% | 150% | — | | Dan Taylor | 250% | 125% | — |

  94. 2025 Equity Grants

    1.The Consolidated LTIP Tranche 3 award was granted based on a maximum number of shares, however for consistency, opportunities shown above represent the target number of shares (50% of maximum). Award was granted based on 2023 salary for Mr. Jackson and 2024 salary for Mr. Coldrake. 2.In addition to his annual equity grant and not included in the award levels shown for Mr. Liu, pursuant to the terms of his offer letter and in connection with his appointment as Group Chief Legal Officer, Mr. Liu also received one-time sign-on equity awards as outlined under "New Joiner Awards". Details of grants to each individual, including the number of shares granted at threshold, target and maximum, the share prices at grant, and fair values at grant are outlined in the “Grant of Plan-Based Awards” section on page 79. All equity awards granted in 2025 carry the rights to dividend equivalents that accumulate from the grant date to the vesting date of the award. Dividend equivalents will only accumulate on the number of shares vesting and not on any shares forfeited as a result of performance conditions not being met.

  95. 2025 Equity Awards Mix

    2025 Equity Awards Mix

  96. 2025 Equity Awards Mix

    | | 2025 Equity Awards Mix at Target (as % of Total Equity Incentives) | | | NEO | Performance-based equity awards | Time-based equity awards | | Peter Jackson | 80% | 20% | | Rob Coldrake | 71% | 29% | | Don Liu(1) | 71% | 29% | | Amy Howe | 80% | 20% | | Dan Taylor | 67% | 33% |

  97. 2025 Equity Awards Mix

    1.Incentive mix for Mr. Liu does not include his one-time sign-on equity awards.

  98. New Joiner Awards

    New Joiner Awards The C&HR Committee carefully considered the structure and quantum of the new joiner awards granted to Mr. Liu to ensure alignment with shareholder interests and consistency with our broader executive compensation framework. In approving these awards, the C&HR Committee sought to replace equity forfeited upon Mr. Liu’s departure from his prior employer, support retention through multi-year vesting, and avoid the creation of ongoing or recurring compensation arrangements that would be inconsistent with the Company’s pay-for-performance philosophy. The C&HR Committee structured Mr. Liu’s new joiner awards as a one-time, non-recurring arrangement and these awards are subject to the Company’s standard governance provisions, including stock ownership guidelines and clawback policies, consistent with awards granted to other NEOs. This included a grant of PSUs ("Sign-on PSUs") and a grant of RSUs ("Sign-on RSUs") pursuant to Mr. Liu's offer letter terms.

  99. New Joiner Awards

    The Sign-on PSUs follow the same performance framework and metrics as the Company's 2024 PSU awards with a performance period running from January 1, 2024 to December 31, 2026. These PSUs were granted based on a target number of shares and the number of shares vesting could be between 50% (at threshold performance) to 200% (at max) of the target number of shares. The Sign-on RSUs are a time-based award with 42.85% vesting on the one-year anniversary of the grant date, 28.57% vesting in 2027 following the announcement of fiscal 2026 results, and the remaining 28.58% vesting in 2028 following the announcement of fiscal 2027 results. A description of the compensation arrangement approved for Mr. Liu can be found on page 73.

  100. Performance-Based Equity Awards with Performance Periods ending in 2025

    Performance-Based Equity Awards with Performance Periods ending in 2025

  101. Consolidated LTIP Tranche 1 and 2023 LRSI Awards

    Consolidated LTIP Tranche 1 and 2023 LRSI Awards Mr. Jackson held Consolidated LTIP Tranche 1 shares that were granted on April 28, 2023. The vesting of these shares was dependent on the achievement of a relative TSR performance condition vs. constituents of the FTSE 100 (excluding house builders, real estate investment trusts and natural resources companies). Following an assessment of the performance condition in early 2026, it was determined that Flutter's TSR performance was between the threshold and maximum. As such, 21.3% of the maximum number of shares granted will vest, subject to Mr. Jackson's continued employment, on April 28, 2026. Mr. Coldrake and Mr. Taylor held 2023 Leadership Restricted Share Incentive ("LRSI") shares that were granted on March 7, 2023. These awards consisted of time (Core) and performance (Multiplier) based elements. The Multiplier element of the 2023 LRSI award was aligned with the performance condition of the Consolidated LTIP Tranche 1 award as outlined above and as such, additional shares equivalent to 16.3% of the Core award (32.6% of maximum) will be added to their original grant. The awards (both Core and Multiplier elements) will vest on October 1, 2026, subject to the continued employment of each Mr. Coldrake and Mr. Taylor for their respective awards.

  102. International Incentive Plan

    International Incentive Plan Mr. Taylor held International Incentive Plan shares that were granted on December 30, 2022. The vesting of these shares was dependent on the growth in the enterprise value of the International Division, which was established following the merger between Flutter and The Stars Group in 2020. The performance period end date upon which the enterprise value was to be measured was December 31, 2025. Following the simplification of our organizational structure and the consolidation of the International Division effective January 1, 2025, the C&HR Committee approved the sunsetting of the plan and determined that performance would be assessed on an expected basis through December 31, 2024. The C&HR Committee retained discretion to adjust the assessed outcome to reflect any external factors with a material impact on enterprise value prior to vesting. In August 2025, the ban on real-money gaming in India materially impacted the valuation of the Junglee business and, in turn, the enterprise value of the International Division used to determine the plan's results. Prior to this impact, the expected payout was 63% of maximum. In light of the regulatory change, the C&HR Committee exercised its discretion to adjust the final outcome to 56.7% of maximum. The award vested on March 2, 2026.

  103. Oversight Policies

    | Policy | Operation | | PDMR and Group Dealing Codes | The Company has adopted PDMR and Group Securities Dealing Codes that govern the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees, consultants and contractors of the Company that are reasonably designed to promote compliance with U.K. market abuse and insider trading laws, rules and regulations, as well as NYSE and LSE listing standards. Pursuant to these Codes, directors, officers and employees, consultants and contractors of the Company are prohibited from purchasing financial instruments (including variable forward contracts, equity swaps, collars, and exchange funds) that are designed to hedge or offset any decrease in the market value of the Company’s equity securities. In addition, these individuals may not deal in options, warrants, puts and calls or similar instruments on or over Company securities, sell such securities “short”, or engage in speculative trading (e.g., “day-trading”) intended to take advantage of short-term price fluctuations. Pledging of the Company’s securities is also prohibited. | | Clawback Policy | We maintain a comprehensive clawback mechanism governed by provisions contained in both our equity plan (and related rules) and our NYSE-compliant Executive Incentive Compensation Clawback Policy. Together, these plans and policies cover a wide range of scenarios for the recovery of compensation, including those triggered by financial restatements as well as other improper executive actions. They also extend to a wide array of compensation including, but not limited to, all incentive and time-based awards. Clawback provisions have long been a feature of our equity-based incentive rules and the Executive Incentive Compensation Clawback Policy was adopted in January 2024. These provisions are not only compliant with, but also more comprehensive than, the requirements of the Dodd-Frank Act, Rule 10D-1 of the Exchange Act and Section 303A.14 of the New York Stock Exchange Listed Company Manual. | | Stock Ownership Guidelines | Chief Executive Officer – 600% of base salary Other Executive Officers – 300% of base salary Shares that count towards executive stock ownership guidelines include: •Beneficially owned shares. •Vested share awards (including those subject to a holding period), including awards in the form of unexercised nil-cost options counted on a net of tax basis. Nil-cost options are a type of employee stock option (more frequently used in the U.K.) where the exercise price is set at zero or a nominal amount. These fully vested (non-forfeitable, but subject to clawback) unexercised nil-cost options, which are similar to time-based RSUs in form, are counted toward ownership guidelines since executives can acquire shares without having to pay for them at the time of exercise. Each Executive Officer may trade these at will provided the Company is in an open trading window and the executive is in compliance with the stock ownership guidelines. •Unvested share awards not subject to performance conditions on a net of tax basis. Each Executive Officer has five years from their date of appointment to the executive role to build their holdings to meet the stated requirement. If the Executive has not achieved their target by the end of this time period, then their future share awards must be retained in full until compliance is achieved. | | Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information | We currently do not grant stock options, SARs, or similar option-like instruments to our NEOs under our discretionary equity plans. If in the future we anticipate granting stock options, SARs, or similar option-like instruments under our discretionary equity plans we will establish a policy regarding how the Board determines when to grant such awards and how the Board or the C&HR Committee will take material nonpublic information into account when determining the timing and terms of such awards. |

  104. Employment Agreements

    Employment Agreements The terms of employment for our Executive Officers are memorialized through agreements with one of the Group companies, as appropriate, for their role. Material terms of such agreements for each of the NEOs are outlined below.

  105. Peter Jackson

    Peter Jackson Mr. Jackson’s employment agreement is dated May 8, 2023, and a supplemental side-letter with certain amendments to the terms of that agreement is dated August 19, 2024. These employment terms provide Mr. Jackson with a total salary of $1,390,000 per annum which is subject to review by the C&HR Committee from time to time. This total salary includes the value of the directorship fee Mr. Jackson is due in his capacity as a director of Flutter, currently set at $110,000, which is the same fee paid to non-employee directors. Mr. Jackson is entitled to receive cash in lieu of pension annually of 5% of his total base salary. Mr. Jackson is eligible to participate in an annual cash incentive and long-term equity incentive programs at the Company’s discretion. The award opportunity for each program is reviewed annually by the C&HR Committee. Mr. Jackson’s employment terms provide for an annual incentive target opportunity for fiscal 2025 of 200% of salary (2x target at maximum performance). Mr. Jackson is subject to post-termination restrictions for 12 months following the termination of his employment with the Group, which generally includes a non-compete, non-solicitation of customers or suppliers and non-solicitation of employees. There is no specific term in Mr. Jackson’s contract. Either Mr. Jackson or the Group must generally give 12 months’ written notice should they intend to terminate the agreement. On termination of his employment contract, prior to expiration of his 12-month notice period, Mr. Jackson is contractually entitled to total salary and pension contributions for the balance of his unworked notice period.

  106. Don Liu

    To compensate Mr. Liu for awards forfeited at his previous employer upon joining Flutter, he is entitled to a cash buy-out award of $214,037 of which $142,466 was payable in March 2026 and $71,571 is payable in March 2027. To induce Mr. Liu to accept the offer of employment at Flutter he is entitled to a cash sign-on award of $500,000 payable in two equal installments in December 2025 and December 2026; a sign-on RSU award with a grant date value of $1,750,000; and a sign-on PSU award with a grant date value of $1,750,000 at target (2x target at maximum performance). The vesting terms of the sign-on RSU award and sign-on PSU award are described above on page 70. The portion of Mr. Liu's cash sign-on award paid in 2025 is included in his 2025 compensation as reported in the 2025 Summary Compensation Table below. Mr. Liu is subject to post-termination restrictions following the termination of his employment with the Group, which includes a non-compete period of 12 months, non-solicitation of customers or suppliers and non-solicitation of employees of 18 months. Mr. Liu’s employment agreement does not have a set term. Either Mr. Liu or the Group may terminate the employment at any time. On involuntary termination of his employment contract without cause, Mr. Liu is contractually entitled to payment of his annual base salary, a pro-rated bonus at target based on the number of days employed during the performance year, and the value of COBRA continuation for 12 months. Mr. Liu will also be eligible to retain some or all of his cash sign-on, cash buy-out, sign-on RSUs, and sign-on PSU awards depending on the timing and rationale for the termination of his employment. In the event of Mr. Liu's unilateral retirement in the first two years of his employment, any portion of his cash sign-on award not already paid will be forfeited, and any portion already paid will be required to be paid back to the Company. Mr. Liu will be entitled to retain any portion of his cash buy-out award already paid and will be entitled to on termination any portion not paid. In the event of Mr. Liu's retirement mutually agreed with the Company after the second anniversary and until the fifth anniversary of his employment, he will be entitled to retain a pro-rated portion of any equity awards that he holds provided that he does not commence employment in an executive role with another employer within 12 months of his retirement.

  107. Accounting for Stock Based Compensation

    Accounting for Stock Based Compensation We follow the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (“ASC 718”) for our equity-based compensation awards. ASC 718 requires companies to calculate the grant date “fair value” of their equity-based awards using a variety of assumptions. ASC 718 also requires companies to recognize the compensation cost of their equity-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Future grants of stock options, restricted stock, restricted stock units and other equity-based awards under our equity incentive award plans will be accounted for under ASC 718. We anticipate that the C&HR Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align the accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

  108. Summary Compensation Table

    Summary Compensation Table The following table presents summary information regarding the total compensation awarded to, earned by, or paid to each of our NEOs for the fiscal years indicated.

  109. Summary Compensation Table

    | Name and principal position | Year(1) | Salary ($)(2) | Bonus ($)(3) | Stock awards ($)(4),(5) | Non-equity incentive plan compensation ($)(6) | All other compensation ($)(7) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Peter Jackson Chief Executive Officer | 2025 | 1,427,873 | — | 15,650,555 | 2,481,072 | 136,458 | 19,695,957 | | | 2024 | 1,518,172 | — | 17,064,276 | 3,461,050 | 130,562 | 22,174,060 | | | 2023 | 1,509,738 | — | 4,133,108 | 1,993,572 | 142,612 | 7,779,031 | | Rob Coldrake Chief Financial Officer | 2025 | 925,000 | — | 4,988,371 | 711,140 | 59,333 | 6,683,844 | | | 2024 | 724,349 | — | 1,584,550 | 815,071 | 70,430 | 3,194,400 | | Don Liu Chief Legal Officer | 2025 | 558,904 | 464,037 | 7,813,103 | 429,685 | 3,077 | 9,268,806 | | Amy Howe Chief Executive Officer, FanDuel | 2025 | 1,059,898 | — | 6,967,517 | 814,850 | 137,492 | 8,979,757 | | | 2024 | 1,025,130 | — | 9,231,062 | 1,187,375 | 129,538 | 11,573,105 | | Dan Taylor Chief Executive Officer, Flutter International | 2025 | 1,054,757 | — | 3,402,776 | 992,737 | 98,064 | 5,548,335 |

  110. Summary Compensation Table

    1.The years disclosed in this table reflect the years in which the Company was required to report such compensation either as a foreign private issuer or regular filer. 2.The annual salary for Mr. Jackson is inclusive of Director fees. Salaries for Mr. Jackson and Mr. Coldrake are denominated in USD but processed in GBP each month in arrears, translated at the average exchange rate for the preceding month which is then reconciled using the actual monthly average exchange rate in the following month. Salaries for Ms. Howe and Mr. Liu are denominated and paid in USD biweekly in arrears. The salary for Mr. Taylor is denominated and paid in GBP each month in arrears. Salary and pension figures not denominated in USD have been translated on a monthly basis using the applicable monthly average rate FX rate as reported by XE Corporation Inc. 3.To induce Mr. Liu to accept the offer of employment at Flutter he is entitled to a cash sign-on award of $500,000 payable in two equal installments in December 2025 and December 2026. The portion of Mr. Liu's cash sign-on award paid in 2025 is included in column (d). Mr. Liu is also entitled to a cash buy-out award, the details of which are described above on page 73. Mr. Liu's entire cash buy-out award is included in column (d). 4.The amounts reflected in this column represent the aggregate grant date fair value of all equity awards that we granted to our NEOs, computed in accordance with ASC 718. Additional information about the assumptions that we used when valuing equity awards is set forth in Note 19 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025.

  111. Summary Compensation Table

    | Flutter Entertainment plc 2026 Proxy Statement | 77 |

  112. Summary Compensation Table

    | Compensation Tables | Table of Contents |

  113. Summary Compensation Table

    5.For time-based awards, we calculated the grant date fair value under ASC 718 based on the number of shares of common stock underlying the award multiplied by the closing price of the common stock on the date of grant. For performance-based awards, we calculated the grant date fair value of all awards that factors in the probable outcome of the applicable performance conditions, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC 718. The table below shows the total value of each performance-based award at the grant date fair value and at maximum grant value.

  114. Summary Compensation Table

    | Name | Award | Grant date | Grant date fair value of awards ($) | Grant date maximum value of award ($) | | (a) | (b) | (c) | (d) | (e) | | Peter Jackson | Consolidated LTIP Tranche 3 | 3/10/25 | 5,516,865 | 6,983,568 | | | Flutter PSU 2025 | 3/10/25 | 7,584,552 | 15,294,825 | | Rob Coldrake | Consolidated LTIP Tranche 3 | 3/10/25 | 2,739,652 | 3,468,010 | | | Flutter PSU 2025 | 3/10/25 | 1,222,012 | 2,464,280 | | Don Liu | Flutter PSU 2025 | 5/13/25 | 2,729,239 | 4,817,453 | | | Sign-on PSU 2025 | 5/13/25 | 2,323,985 | 3,512,484 | | Amy Howe | Flutter PSU 2025 | 3/10/25 | 5,560,202 | 11,258,975 | | Dan Taylor | Flutter PSU 2025 | 3/10/25 | 2,259,134 | 4,574,570 |

  115. Summary Compensation Table

    Additional information about the assumptions that we used when valuing equity awards is set forth in Note 19 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025. 6.Column (f) represents annual incentive awards earned for fiscal 2025 performance. 7.Details of the "Other Compensation" column values for each NEO can be broken down as follows:

  116. Summary Compensation Table

    | Name | Total ($) | Pension related values ($) | Value of perquisites ($)(i) | Perquisites included | | Peter Jackson | 136,458 | 71,394 | 65,064 | •Private medical cover •Annual medical check up •Tax preparation and advice •Personal security | | Rob Coldrake | 59,333 | 46,250 | 13,083 | •Private medical cover •Annual medical check up •Tax preparation and advice | | Don Liu | 3,077 | 3,077 | — | •n/a | | Amy Howe | 137,492 | 17,500 | 119,992 | •Personal security | | Dan Taylor | 98,064 | 94,928 | — | •n/a |

  117. Summary Compensation Table

    (i)The value of Mr. Jackson's annual tax preparation and advice was $47,641. The value of personal security provided to Ms. Howe was $119,992.

  118. Summary Compensation Table

    | 78 | Flutter Entertainment plc 2026 Proxy Statement |

  119. Summary Compensation Table

    | Table of Contents | Compensation Tables |

  120. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards for fiscal 2025 with respect to our NEOs.

  121. Grants of Plan-Based Awards

    | Name | Award | Grant date | Estimated future payouts under non-equity incentive plan awards(1) | | | Estimated future payouts under equity incentive plan awards(2) | | | All other stock awards: Number of shares of stock or units (#)(3) | Grant date fair value of stock and option awards ($)(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | Peter Jackson | Annual cash incentive | — | — | 2,855,745 | 5,711,491 | — | — | — | — | — | | | Consolidated LTIP Tranche 3 | 3/10/25 | — | — | — | 7,674 | 15,348 | 30,697 | — | 5,516,865 | | | Flutter PSU 2025 | 3/10/25 | — | — | — | 16,807 | 33,615 | 67,230 | — | 7,584,552 | | | Flutter RSU 2025 | 3/10/25 | — | — | — | — | — | — | 11,205 | 2,549,138 | | Rob Coldrake | Annual cash incentive | — | — | 925,000 | 1,387,500 | — | — | — | — | — | | | Consolidated LTIP Tranche 3 | 3/10/25 | — | — | — | 3,811 | 7,622 | 15,244 | — | 2,739,652 | | | Flutter PSU 2025 | 3/10/25 | — | — | — | 2,708 | 5,416 | 10,832 | — | 1,222,012 | | | Flutter RSU 2025 | 3/10/25 | — | — | — | — | — | — | 4,513 | 1,026,708 | | Don Liu | Annual cash incentive | — | — | 558,904 | 838,356 | — | — | — | — | — | | | Flutter PSU 2025 | 5/13/25 | — | — | — | 4,980 | 9,960 | 19,920 | — | 2,729,239 | | | Flutter RSU 2025 | 5/13/25 | — | — | — | — | — | — | 4,150 | 1,003,636 | | | Sign-on PSU 2025 | 5/13/25 | — | — | — | 3,631 | 7,262 | 14,524 | — | 2,323,985 | | | Sign-on RSU 2025 | 5/13/25 | — | — | — | — | — | — | 7,262 | 1,756,242 | | Amy Howe | Annual cash incentive | — | — | 1,059,898 | 2,119,796 | — | — | — | — | — | | | Flutter PSU 2025 | 3/10/25 | — | — | — | 12,372 | 24,745 | 49,490 | — | 5,560,202 | | | Flutter RSU 2025 | 3/10/25 | — | — | — | — | — | — | 6,186 | 1,407,315 | | Dan Taylor | Annual cash incentive | — | — | 1,054,757 | 2,109,514 | — | — | — | — | — | | | Flutter PSU 2025 | 3/10/25 | — | — | — | 5,027 | 10,054 | 20,108 | — | 2,259,134 | | | Flutter RSU 2025 | 3/10/25 | — | — | — | — | — | — | 5,027 | 1,143,643 |

  122. Grants of Plan-Based Awards

    1.Columns (d) to (f) represent annual incentive awards made to each NEO earned for fiscal 2025 performance. 2.Columns (g) to (i) represent equity awards granted to each NEO in the form of performance-based awards. See the CD&A and 'Outstanding Equity Awards' table on page 80 for additional details. 3.Column (j) represents equity awards granted to each NEO in the form of time-based awards. See the CD&A and 'Outstanding Equity Awards' table on page 80 for additional details. 4.Column (k) represents the aggregate grant date fair value of stock awards computed in accordance with ASC 718.

  123. Grants of Plan-Based Awards

    | Flutter Entertainment plc 2026 Proxy Statement | 79 |

  124. Grants of Plan-Based Awards

    | Compensation Tables | Table of Contents |

  125. Outstanding Equity Awards

    Outstanding Equity Awards The following table provides the number of outstanding share awards held by our NEOs as of December 31, 2025, along with the market value. For performance-based awards, the number of shares shown takes into account the latest expected result as of December 31, 2025.

  126. Outstanding Equity Awards

    | Name | | | Stock awards | | | | | | Award | Grant date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(2) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | Peter Jackson | DSIP 2022(3) | 3/4/22 | 7,081 | 1,522,698 | — | — | | | DSIP 2023(3) | 3/7/23 | 4,178 | 898,437 | — | — | | | DSIP 2024(3) | 4/2/24 | 9,705 | 2,086,963 | — | — | | | Flutter RSU 2024(4) | 8/19/24 | 8,955 | 1,925,683 | — | — | | | Flutter RSU 2025(4) | 3/10/25 | 11,205 | 2,409,523 | — | — | | | Consolidated LTIP T1(5) | 4/28/23 | — | — | 6,538 | 1,405,932 | | | Consolidated LTIP T2(5) | 3/1/24 | — | — | 30,697 | 6,601,083 | | | Consolidated LTIP T3(5) | 3/10/25 | — | — | 7,674 | 1,650,217 | | | Flutter PSU 2024(6) | 8/19/24 | — | — | 40,297 | 8,665,467 | | | Flutter PSU 2025(7) | 3/10/25 | — | — | 33,615 | 7,228,570 | | Rob Coldrake | DSIP 2024(3) | 4/2/24 | 272 | 58,491 | — | — | | | Flutter LRSI 2023(8) | 3/7/23 | 1,807 | 388,577 | 294 | 63,222 | | | Flutter LRSI 2024(8) | 4/2/24 | 1,498 | 322,130 | 749 | 161,065 | | | Flutter RSU 2025(4) | 3/10/25 | 4,513 | 970,476 | — | — | | | International Incentive Plan 2022(9) | 6/3/24 | 9,779 | 2,102,876 | — | — | | | Consolidated LTIP T2(5) | 6/3/24 | — | — | 15,244 | 3,278,070 | | | Consolidated LTIP T3(5) | 3/10/25 | — | — | 3,811 | 819,517 | | | Flutter PSU 2025(7) | 3/10/25 | — | — | 5,416 | 1,164,657 | | Don Liu | Flutter RSU 2025(4) | 5/13/25 | 4,150 | 892,416 | — | — | | | Sign-on RSU 2025(4) | 5/13/25 | 7,262 | 1,561,620 | — | — | | | Flutter PSU 2025(7) | 5/13/25 | — | — | 9,960 | 2,141,798 | | | Sign-on PSU 2025(6) | 5/13/25 | — | — | 7,262 | 1,561,620 | | Amy Howe | Flutter RSP 2021(4) | 12/6/21 | 27,513 | 5,916,396 | — | — | | | Annual RSU 2023(4) | 3/7/23 | 4,179 | 898,652 | — | — | | | Annual RSU 2024(4) | 4/2/24 | 6,673 | 1,434,962 | — | — | | | DSIP 2024(3) | 4/2/24 | 1,210 | 260,198 | — | — | | | Flutter RSU 2025(4) | 3/10/25 | 6,186 | 1,330,237 | — | — | | | FanDuel CEO VCP 2021(10) | 3/1/23 | — | — | — | 12,500,000 | | | Flutter PSU 2024(6) | 8/19/24 | — | — | 29,849 | 6,418,729 | | | Flutter PSU 2025(7) | 3/10/25 | — | — | 24,745 | 5,321,165 |

  127. Outstanding Equity Awards

    | 80 | Flutter Entertainment plc 2026 Proxy Statement |

  128. Outstanding Equity Awards

    | Table of Contents | Compensation Tables |

  129. Outstanding Equity Awards

    | Name | | | Stock awards | | | | | | Award | Grant date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(2) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | Dan Taylor | DSIP 2024(3) | 4/2/24 | 904 | 194,396 | — | — | | | Flutter LRSI 2023(8) | 3/7/23 | 6,795 | 1,461,197 | 1,107 | 238,049 | | | Flutter LRSI 2024(8) | 4/2/24 | 5,639 | 1,212,611 | 2,819 | 606,198 | | | Flutter RSU 2025(4) | 3/10/25 | 5,027 | 1,081,006 | — | — | | | International Incentive Plan 2022(11) | 12/30/22 | — | — | 46,211 | 9,937,213 | | | Flutter PSU 2025(7) | 3/10/25 | — | — | 10,054 | 2,162,012 |

  130. Outstanding Equity Awards

    1.Column (e) represents the market value of time-based awards, calculated by multiplying the number of shares shown in column (d) by $215.04, which was the closing price of our common stock on the NYSE on December 31, 2025. 2.Column (g) represents the market value of performance-based awards, calculated by multiplying the number of shares shown in column (f) by $215.04, which was the closing price of our common stock on the NYSE on December 31, 2025. The number of performance-based awards shown in column (f) represents the best estimate at fiscal 2025 of performance at either threshold, target, or max, or actual outcome for awards with performance ending December 31, 2025. 3.Represents awards granted under the legacy Deferred Share Incentive Plan ("DSIP") which required the deferral of a portion of each executive's annual incentive plan value. These awards were granted on the dates specified in column (c) and generally vest in two equal installments: (a)50% each on the third and fourth anniversaries of the grant date for Mr. Jackson; and (b)50% each on the first and second anniversaries of the grant date for Mr. Coldrake, Ms. Howe and Mr. Taylor. Numbers shown for DSIP awards are the number of shares outstanding as of December 31, 2025. The number of shares shown in column (d) for Mr. Jackson's DSIP 2022 award vested in full on March 11, 2026. Half of the number of shares shown in column (d) for Mr. Jackson's DSIP 2023 award vested in full on March 11, 2026. DSIP awards are subject to the recipient's continued service with the Company through each vesting date, including vesting dates that are delayed due to regulatory compliance. 4.Represents time-based awards granted on the dates specified in column (c) and vest: (a)33⅓% each on the first, second, and third anniversaries of the grant date for Mr. Jackson’s Flutter RSU 2024 award and Ms. Howe’s Annual RSU 2023 and RSU 2024 awards. Numbers shown for Mr. Jackson's 2024 RSU award and Ms. Howe's Annual RSU 2023 and RSU 2024 awards are the number of shares currently outstanding; (b)33⅓% each on September 1 of 2026, 2027, and 2028 for all Flutter RSU 2025 awards; (c)42.85% vesting on the first anniversary of the grant date, 28.57% vesting in 2027 on the first trading day following Flutter's announcement of full-year fiscal 2026 results, and 28.58% vesting in 2028 on the first trading day following Flutter's announcement of full-year fiscal 2027 results for Mr. Liu's Sign-on RSU 2025 award; and (d)20% each on the first, second, third, fourth, and fifth anniversaries of the grant date for Ms. Howe’s RSP 2021 award. The number shown for this award is the number of shares outstanding as of December 31, 2025. 13,755 shares included in the number of shares shown in column (d) for Ms. Howe's RSP 2021 award vested in full on March 11, 2026. All time-based awards are subject to the recipient's continued service with the Company through each applicable vesting date, including vesting dates that are delayed due to regulatory compliance.

  131. Outstanding Equity Awards

    | Flutter Entertainment plc 2026 Proxy Statement | 81 |

  132. Outstanding Equity Awards

    | Compensation Tables | Table of Contents |

  133. Outstanding Equity Awards

    5.Represents Tranche 1, Tranche 2, and Tranche 3 of the award granted under the legacy Consolidated LTIP granted to Mr. Jackson and Mr. Coldrake (noting Mr. Coldrake did not receive a Tranche 1 grant as this tranche represents a period prior to his appointment to the Group CFO role). The performance period for Tranche 4 commenced on January 1, 2026. These awards were granted at the maximum level on the dates specified in column (c), with the performance period for Tranche 3 commencing on January 1, 2025. Tranche 1 vests on a straight-line basis between the threshold (12.5% of max) and the maximum (100% of max), and Tranches 2 and 3 vest on a straight-line basis between the threshold (50% of target), target (100% of target), and the maximum (200% of target), based on the table below. In the last period, the C&HR Committee approved an adjustment to the performance schedule for Tranche 2 of the award to vest on a straight-line basis between the threshold (50% of target), target (100% of target), and the maximum (200% of target). This adjustment would align the performance schedule for Tranche 2 with Tranche 3 and with U.S. market practice. For Tranche 2, the comparison group is already measured against a U.S. focused peer group.

  134. Outstanding Equity Awards

    | | Tranche 1 | Tranche 2 | Tranche 3 | | Performance Measure & Comparison Group | Flutter’s relative TSR vs. FTSE 100 Index (excluding Real Estate Investment Trusts and Closed-End Investment Trusts) | Flutter’s relative TSR vs. S&P 500 constituent companies | Flutter’s relative TSR vs. S&P 500 constituent companies | | Performance Period | 36-month performance period from January 1, 2023, to December 31, 2025 | 36-month performance period from January 1, 2024, to December 31, 2026 | 36-month performance period from January 1, 2025, to December 31, 2027 |

  135. Outstanding Equity Awards

    The actual number of shares, if any, will vest on the relevant vesting date for each tranche. During 2025, the C&HR Committee also chose to remove the post-vesting holding period on all Consolidated LTIP awards (see page 69 for further details). 6.Represents 2024 PSU awards and Mr. Liu's sign-on PSU granted at the target level on the dates specified in column (c). The number of shares vesting could range from the threshold (50% of target) to the maximum (200% of target). Performance conditions for the 2024 PSU award and Mr. Liu's sign-on PSU award are weighted as follows: 33⅓% Group Adjusted EPS, 33⅓% Group Net Revenue, and 33⅓% relative TSR vs. S&P 500. All measures have a 36-month performance period from January 1, 2024, to December 31, 2026. The actual number of PSUs, if any, will vest on the third anniversary of the grant date of Mr. Jackson and Ms. Howe's award, Mr. Liu's sign-on award will also vest on that same date. The amount outstanding in column (f) assumes target payout. 7.Represents 2025 PSU awards granted at the target level on the dates specified in column (c). The number of shares vesting could range from the threshold (50% of target) to the maximum (200% of target). Performance conditions for the 2025 award for Mr. Jackson and Mr. Coldrake are weighted as follows: 33⅓% Group Adjusted EPS, 33⅓% Group Net Revenue, and 33⅓% relative TSR vs. S&P 500. Performance conditions for the 2025 award for Mr. Liu, Ms. Howe, and Mr. Taylor are weighted as follows: 25% Group Adjusted EPS, 25% Group Net Revenue, and 50% relative TSR vs. S&P 500. All measures have a 36-month performance period from January 1, 2025, to December 31, 2027. The actual number of PSUs, if any, will vest on September 1, 2028. The amount outstanding in column (f) assumes threshold payout. 8.Represents LRSI awards granted on the dates specified in column (c) consisting of a time-based 'Core' element (shown in column (d)) and a performance-based 'Multiplier' element (shown in column (f)), which provides the opportunity to earn up to an additional 50% of the Core award at maximum, and 12.5% at threshold. The outstanding amounts in column (f) assume threshold payout for both 2023 and 2024 awards. (a)For LRSI 2023 awards, the Core award and any Multiplier, if earned, will vest in full on October 1, 2026. The number of Multiplier shares earned will be based on Flutter’s relative TSR vs. FTSE 100 Index (excluding real estate investment trusts and investment trusts), over the 36-month performance period from January 1, 2023, to December 31, 2025. (b)For LRSI 2024 awards, the Core award and any Multiplier, if earned, will vest in full on September 1, 2027. The number of Multiplier shares earned will be based on Flutter’s relative TSR vs. S&P 500 over the 36-month performance period from January 1, 2024, to December 31, 2026. 9.Represents post-modification amount of shares granted under the International Incentive Plan. This award was granted in December 2022 and modified on the date specified in column (c) in connection with Mr. Coldrake’s appointment as Group CFO. The modification consisted of a reduction in the total number of shares outstanding and the removal of the performance-based vesting requirements. This modification was made to ensure there were no future conflicts of interest in the assessment of the performance results of the International Incentive Plan. The award vested in full on March 11, 2026. 10.Represents a value creation plan ("VCP") award made to Ms. Howe in 2021 upon her appointment as FanDuel CEO, which was subsequently modified in 2023; the modification date is shown in column (c). The number shown in column (g) with respect to Ms. Howe's VCP award represents the value at threshold payout. Performance conditions are based on value creation, measured as the future growth in value of the FanDuel business above an initial start value. The incremental gain is the excess of the equity value as of the fifth anniversary of the original grant date ("Measurement Date") over the start value. The actual value of the VCP award will be determined at the Measurement Date, subject to the recipient's continued service with the Company through the Measurement Date. Ms. Howe's VCP award may be settled in cash or shares. 11.Represents an award made to Mr. Taylor to incentivize the growth of the legacy Flutter International business, granted on the date specified in column (c). The number of shares shown in column (f) represents the actual number of shares that vested on March 2, 2026. Further details on the performance assessment of Mr. Taylor's International VCP award is discussed on page 71.

  136. Outstanding Equity Awards

    | 82 | Flutter Entertainment plc 2026 Proxy Statement |

  137. Outstanding Equity Awards

    | Table of Contents | Compensation Tables |

  138. Options Exercised and Stock Vested

    Options Exercised and Stock Vested

  139. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The Company did not operate any non-qualified deferred compensation plans in fiscal 2025.

  140. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control This section generally describes the potential payments and benefits our NEOs would receive in the event of termination or a change in control. Treatment of Mr. Liu's cash and equity sign-on and buy-out awards are described above on page 73.

  141. Estimate of potential payments upon termination or Change in Control

    Estimate of potential payments upon termination or Change in Control Assuming that the termination or change in control occurred on December 31, 2025.

  142. Estimate of potential payments upon termination or Change in Control

    | NEO | Payment type | Termination without Cause or with Good Reason outside CIC period | Termination without Cause or with Good Reason inside CIC period | Death | Disability | Termination with Cause or without Good Reason | | Peter Jackson | Cash severance(1) | 1,506,934 | 1,506,934 | — | — | — | | | Equity awards(2) | 17,827,891 | 34,638,643 | 34,638,643 | 17,827,891 | — | | | Total | 19,334,825 | 36,145,577 | 34,638,643 | 17,827,891 | — | | Rob Coldrake | Cash severance(1) | 971,250 | 971,250 | — | — | — | | | Equity awards(2) | 4,793,242 | 8,462,684 | 8,462,684 | 4,793,242 | — | | | Total | 5,764,492 | 9,433,934 | 8,462,684 | 4,793,242 | — | | Don Liu | Cash severance(1),(3) | 2,084,556 | 2,084,556 | — | — | 214,037 | | | Equity awards(2) | 1,824,399 | 6,157,455 | 6,157,455 | 1,824,399 | — | | | Total | 3,908,955 | 8,242,011 | 6,157,455 | 1,824,399 | 214,037 | | Amy Howe | Cash severance(1) | — | — | — | — | — | | | Equity awards(2) | 21,917,680 | 34,080,339 | 34,080,339 | 21,917,680 | — | | | Total | 21,917,680 | 34,080,339 | 34,080,339 | 21,917,680 | — | | Dan Taylor | Cash severance(1) | 1,175,766 | 1,175,766 | — | — | — | | | Equity awards(2) | 11,604,634 | 15,542,446 | 15,542,446 | 11,604,634 | — | | | Total | 12,780,399 | 16,718,212 | 15,542,446 | 11,604,634 | — |

  143. Estimate of potential payments upon termination or Change in Control

    1.Cash severance consists of salary and pension in lieu of any notice period not served and values shown assume a 12-month notice where applicable for illustrative purposes. These figures exclude indeterminable amounts that may be payable based on local employment legislation. 2.Equity Awards with performance conditions that have not been met at the time of termination are shown at target performance. 3.Treatment of Mr. Liu's cash and equity sign-on and buy-out awards are outlined in the Employment Agreements section on page 73. Upon termination without Cause or with Good Reason on December 31, 2025, Mr. Liu would have the right to retain all cash sign-on and buy-out awards, as well as in-flight equity awards on a pro-rated basis. Should Mr. Liu cease employment for any reason as of December 31, 2025, other than Cause or Good Reason, he will retain his cash buy-out award.

  144. Estimate of potential payments upon termination or Change in Control

    | 86 | Flutter Entertainment plc 2026 Proxy Statement |

  145. Estimate of potential payments upon termination or Change in Control

    | Table of Contents | Compensation Tables |

  146. CEO Pay Ratio

    CEO Pay Ratio

  147. Pay vs Performance

    Pay vs Performance As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between “compensation actually paid” (“CAP”) to our NEOs and certain financial performance metrics. We became a U.S. public reporting company in January 2024 and as such, only two years of data is required in this filing. Amounts included as CAP do not represent the value of compensation actually received by our NEOs but instead are amounts calculated pursuant to the SEC’s rules, which result in substantial adjustments to the amounts reported above in the Summary Compensation Table. Shareholders should refer to the discussion of our compensation philosophy and programs described above in the “Compensation Discussion and Analysis” section for a complete discussion of our compensation programs and their connection to our performance. The C&HR Committee did not rely on the following disclosure in making compensation decisions.

  148. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth additional compensation information for our principal executive officer (“PEO”) and our other non-PEO Named Executive Officers (Non-PEO NEOs) (averaged) along with total shareholder return, net income (loss), and Group Adjusted Revenue performance results for fiscal 2025 and 2024.

  149. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2) | Value of Initial Fixed $100 Investment on 1/29/2024 as of Year-End in: | | Net Income (loss) (in millions) ($)(4) | Group Adjusted Revenue (in millions) ($)(5) | | | | | | | Flutter Entertainment Total Shareholder Return ($)(3) | Peer Group Total Shareholder Return ($)(3) | | | | 2025 | 19,695,957 | 3,602,009 | 7,620,185 | 3,884,426 | 104.64 | 143.06 | (407) | 16,259 | | 2024 | 22,174,060 | 37,984,365 | 6,281,014 | 9,485,183 | 125.77 | 134.90 | 162 | 14,048 |

  150. Pay Versus Performance Table

    1.For 2025 and 2024, the PEO was Peter Jackson, and the non-PEO NEOs were as follows: a.2025: Rob Coldrake, Amy Howe, Don Liu, and Dan Taylor. b.2024: Paul Edgecliffe-Johnson, Rob Coldrake, Amy Howe, Ian Brown, and Pádraig Ó Ríordáin. 2.Compensation actually paid (“CAP”) was determined by making the following adjustments to Summary Compensation Totals for equity awards:

  151. Pay Versus Performance Table

    | 88 | Flutter Entertainment plc 2026 Proxy Statement |

  152. Pay Versus Performance Table

    | Table of Contents | Pay vs Performance |

  153. Pay Versus Performance Table

    | | PEO ($) | Average of Non-PEO NEOs ($) | PEO ($) | Average of Non-PEO NEOs ($) | | Fiscal Year | 2025 | 2025 | 2024(viii) | 2024(viii) | | Reported Summary Compensation Table (“SCT”) Total | 19,695,957 | 7,620,185 | 22,174,060 | 6,281,014 | | Adjustments: | | | | | | Deduction of Amounts Reported in “Stock Awards” Column of the SCT(i) | (15,650,555) | (5,792,942) | (17,064,276) | (3,868,718) | | Year End Fair Value of Equity Awards Granted in the Year that remain Unvested at Year End(ii) | 11,563,102 | 4,637,997 | 23,903,403 | 4,870,501 | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Remain Unvested at Year End(iii) | (11,843,300) | (2,521,399) | 8,842,187 | 2,779,472 | | Change in Fair Value Between Prior Year End and Vesting Date for Awards Granted in Prior Year that Vested in the Year(iv) | (163,195) | (59,416) | 128,991 | 768,372 | | Fair Value at Vesting of Equity Awards Granted and Vested in the Year(v) | — | — | — | — | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year(vi) | — | — | — | (1,345,459) | | Value of Dividends or Other Earnings Paid on Option and Stock Awards Not Otherwise Reflected in Total Compensation(vii) | — | — | — | — | | Compensation Actually Paid | 3,602,009 | 3,884,426 | 37,984,365 | 9,485,183 |

  154. Pay Versus Performance Table

    Summary Compensation Table amounts reflect the grant date fair values of equity awards. For CAP calculation purposes, adjustments have been made to reflect fair values as of each measurement date. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant, with the exception of the share price used in the valuations. The equity award adjustments for fiscal year 2025 and 2024 include the addition or subtraction of the following: (i)Deduction for the amounts reported in the “Stock Awards” column of the Summary Compensation Table. (ii)Fair value, calculated in accordance with ASC 718, as of the end of the reported fiscal year of equity awards granted in the reported fiscal year that were outstanding and unvested as of the end of the reported fiscal year. (iii)Change in fair value, calculated in accordance with ASC 718, as of the end of the reported fiscal year from the end of the prior fiscal year, of equity awards granted in prior years that are outstanding and unvested as of the end of the reported fiscal year. (iv)Change in fair value, calculated in accordance with ASC 718, from the end of the prior fiscal year to the vesting date for awards granted in prior years that vested in the reported year. (v)Fair value, calculated in accordance with ASC 718, as of the vesting date for awards that were granted and vested in the same reported fiscal year. (vi)For awards granted in prior years that failed to meet the applicable vesting conditions during the applicable year, a deduction equal to the fair value as of the end of the prior fiscal year. (vii)The dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for 2025. (viii)Amounts for 2024 have been restated from those previously reported to reflect a correction to the fair value of 2024 performance share unit awards as of December 31, 2024 based on corrected values provided by the Company’s outside valuation provider. This revision affects only the Pay Versus Performance disclosure and does not impact the Summary Compensation Table or the Company’s previously issued financial statements. 3.Represents the cumulative total shareholder return ("TSR") of our common stock and the cumulative TSR of the S&P 500 Consumer Discretionary Index (the “Peer Group TSR”), as reflected in our stock performance graph in our Annual Report on Form 10-K, which was filed on February 26, 2026. The table assumes $100 was invested at the market close on January 29, 2024, through the end of the fiscal year, including reinvestment of dividends. 4.The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for the applicable year. 5.See ”2025 Annual Incentive Results/Group Result – Peter Jackson” on page 66 for a definition of Group Adjusted Revenue, a non-GAAP financial measure, used for purposes of the annual incentive plan, which is our Company-Selected Measure for 2025. In 2024, the Company-Selected Measure was Group Adjusted EBIT. The change reflects updates to the Company’s incentive compensation program and the Company’s determination that Group Adjusted Revenue represents the most important financial performance measure used to link compensation actually paid to Company performance.

  155. Pay Versus Performance Table

    | Flutter Entertainment plc 2026 Proxy Statement | 89 |

  156. Pay Versus Performance Table

    | Pay vs Performance | Table of Contents |

  157. Pay Versus Performance Relationship Descriptions

    Pay Versus Performance Relationship Descriptions We believe both the Summary Compensation Table and the Pay Versus Performance Table reflect our pay-for-performance philosophy. As described in the Compensation Discussion and Analysis section, a significant portion of annual target compensation awarded to NEOs is compensation at risk and contingent on the company’s performance against pre-established performance goals. The charts below illustrate the relationship of our compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs, with (1) Company TSR, (2) Peer Group TSR, (3) Net Income (Loss), and (4) Group Adjusted Revenue, over the two years presented in the table above.

  158. Pay Versus Performance Relationship Descriptions

    | 90 | Flutter Entertainment plc 2026 Proxy Statement |

  159. Pay Versus Performance Relationship Descriptions

    | Table of Contents | Pay vs Performance |

  160. Pay Versus Performance Relationship Descriptions

    | Flutter Entertainment plc 2026 Proxy Statement | 91 |

  161. DIRECTORS

    DIRECTORS 79.Number of Directors Unless otherwise determined by the Company in general meeting by Special Resolution, the number of Directors shall not be more than fifteen nor less than four, provided that the exact number of Directors shall be fixed from time to time by the Board of Directors, at its sole discretion, by a resolution of the Directors passed in accordance with these Articles. The continuing Directors may act notwithstanding any vacancy in their body, provided that if the number of the Directors is reduced below the prescribed minimum in circumstances other than those described in Article 93(b) the remaining Director or Directors shall appoint forthwith an additional Director or additional Directors to make up such minimum or shall convene a general meeting of the Company for the purpose of making such appointment. If there be no Director or Directors able or willing to act then any two shareholders may summon a general meeting for the purpose of appointing Directors. Any additional Director so appointed shall hold office (subject to the provisions of the Acts and these Articles) only until the conclusion of the annual general meeting of the Company next following such appointment unless he is re-elected during such meeting.

  162. DIRECTORS

    | B-32 | Flutter Entertainment plc 2026 Proxy Statement |

  163. DIRECTORS

    | Table of Contents | Annex B |

  164. DIRECTORS

    80.Share qualification A Director shall not require a share qualification.

  165. 100.Pensions and insurance of Directors and Officers

    100.Pensions and insurance of Directors and Officers The Directors may provide benefits, whether by way of pensions, gratuities or otherwise, for any Director, former Director or other officer or former officer of the Company or to any person who holds or has held any employment with the Company or with any body corporate which is or has been a subsidiary or associated company of the Company or a predecessor in business of the Company or of any such subsidiary or associated company and to any member of his family or any person who is or was dependent on him and may set up, establish, support, alter, maintain and continue any scheme for providing all or any such benefits and for such purposes any Director accordingly may be, become or remain a member of, or rejoin, any scheme and receive or retain for his own benefit all benefits to which he may be or become entitled thereunder. The Directors may pay out of the funds of the Company any premiums, contributions or sums payable by the Company under the provisions of any such scheme in respect of any of the persons or class of persons above referred to who are or may be or become members thereof. Subject to the provisions of Article 140, the Directors shall have the power to purchase and maintain insurance for or for the benefit of any persons who are or were at any time, Directors, officers, or employees of the Company, or of any other company which is its holding company or in which the Company or such holding company has any interest whether direct or indirect or which is in any way allied to or associated with the Company, or of any subsidiary undertaking of the Company or any such other company, or who are or were at any time trustees of any pension fund in which employees of the Company, or any other company or such subsidiary undertaking are interested, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by such persons in respect of any act or omission in the actual or purported execution or discharge of their duties or in the exercise or purported exercise of their powers or otherwise in relation to their duties, powers or offices in relation to the Company or any such other company, subsidiary undertaking or pension fund.