UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Credit Agreement Amendment
On October 30, 2026 Flutter Entertainment plc (the “Company”) and certain of its subsidiaries entered into a First Amendment and Restatement Agreement (the “First Amendment and Restatement Agreement”) to the Term Loan A, Term Loan B and Revolving Credit Facility Agreement dated as of November 24, 2023 (the “Credit Agreement”).
The First Amendment and Restatement Agreement, among other things:
| • | extends the maturity date of the Group’s term A facilities and the revolving credit facility to May 3, 2032; |
| • | increases the commitments under the revolving credit facility to $1.86 billion and redenominates the base currency of the revolving credit facility from Sterling to U.S. dollars; |
| • | redenominates the term A facilities solely into U.S. dollars and euros, such that, following the effective date of the First Amendment and Restatement Agreement, an aggregate principal amount of €382 million of term A2 loans and $1,374 million of term A3 loans are outstanding and no sterling-denominated term A loans remain outstanding; and |
| • | replaces the net total leverage financial covenant with a net first lien leverage financial covenant and the financial covenant level increased to 5.70:1.00. |
After giving effect to the First Amendment and Restatement Agreement, the term A loans and revolving credit facility loans will bear interest at the applicable screen rate (Term SOFR, EURIBOR or SONIA, as applicable) plus a margin ranging from 1.40% to 2.00% per annum determined by reference to the Company’s corporate ratings from Moody’s, S&P and Fitch.
The foregoing description of the First Amendment and Restatement Agreement does not purport to be complete and is qualified in its entirety by reference to the First Amendment and Restatement Agreement, which will be filed as an exhibit to Flutter’s Annual Report on Form 10-K for the year ending December 31, 2026.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in Item 1.01 of this Current Report is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Flutter Entertainment plc | ||||||
| (Registrant) | ||||||
| Date: November 4, 2026 | By: | /s/ Edward Traynor | ||||
| Name: | Edward Traynor | |||||
| Title: | Company Secretary | |||||