UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 10, 2024

Flutter Entertainment plc

(Exact Name of Registrant as Specified in its Charter)

Registrant’s Telephone Number, Including Area Code: +353 (87) 223 2455

Not Applicable

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On April 10, 2024, Flutter Entertainment plc (the “Company”) released, via the Regulatory News Service in London, two announcements (the “RNS Announcements”) regarding the submission to the Company of notifications on Standard Form TR-1 (Standard Form for Notification of Major Holdings), which are furnished as Exhibits 99.1 and 99.2 to this Form 8-K and are incorporated herein by reference. The RNS Announcements were made in order to comply with disclosure requirements pursuant to the United Kingdom Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

Standard Form TR-1

Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the Central Bank of Ireland)ⁱ

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedⁱⁱ:

FLUTTER ENTERTAINMENT PLC

2. Reason for the notification (please tick the appropriate box or boxes):

☒ An acquisition or disposal of voting rights

☒ An acquisition or disposal of financial instruments

☐ An event changing the breakdown of voting rights

☐ Other (please specify)ⁱⁱⁱ:

3. Details of person subject to the notification obligation^iv :

4. Full name of shareholder(s) (if different from 3.)^v:

5. Date on which the threshold was crossed or reached^vi: 04/04/24

6. Date on which issuer notified: 08/04/24

7. Threshold(s) that is/are crossed or reached: 3%

8. Total positions of person(s) subject to the notification obligation:

9. Notified details of the resulting situation on the date on which the threshold was crossed or reached^viii:

A: Voting rights attached to shares

B 1: Financial Instruments according to Regulation 17(1)(a) of the Regulations

B 2: Financial Instruments with similar economic effect according to Regulation 17(1)(b) of the Regulations

10. Information in relation to the person subject to the notification obligation (please tick the applicable box):

☐ Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.^xiii

☐ Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity^xiv:

11. In case of proxy voting: [name of the proxy holder] will cease to hold [% and number] voting rights as of [date]

12. Additional information^xvi:

Done at United Kingdom on 8th April 2024.

Exhibit 99.2

Standard Form TR-1

Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the Central Bank of Ireland)ⁱ

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedⁱⁱ:

FLUTTER ENTERTAINMENT PLC

2. Reason for the notification (please tick the appropriate box or boxes):

☐ An acquisition or disposal of voting rights

☒ An acquisition or disposal of financial instruments

☐ An event changing the breakdown of voting rights

☐ Other (please specify)ⁱⁱⁱ:

3. Details of person subject to the notification obligation^iv :

4. Full name of shareholder(s) (if different from 3.)^v:

5. Date on which the threshold was crossed or reached^vi: 05/04/2024

6. Date on which issuer notified: 09/04/2024

7. Threshold(s) that is/are crossed or reached: 3%

8. Total positions of person(s) subject to the notification obligation:

9. Notified details of the resulting situation on the date on which the threshold was crossed or reached^viii:

A: Voting rights attached to shares

B 1: Financial Instruments according to Regulation 17(1)(a) of the Regulations

B 2: Financial Instruments with similar economic effect according to Regulation 17(1)(b) of the Regulations

10. Information in relation to the person subject to the notification obligation (please tick the applicable box):

☐ Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.^xiii

☒ Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity^xiv:

11. In case of proxy voting: [name of the proxy holder] will cease to hold [% and number] voting rights as of [date]

12. Additional information^xvi:

Done at United Kingdom on 9^th April 2024.