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Item 2.05 Costs Associated with Exit or Disposal Activities.
On October 20, 2026, Flutter Entertainment plc (the “Company”) committed to a restructuring plan affecting the Company’s United Kingdom & Ireland (“UK&I”) business, including its operations in the UK and Ireland, and UK&I staff at Flutter hubs, including in Portugal and Romania (the “Restructuring Plan”). The Restructuring Plan is designed to mitigate the impact of increases in UK gaming taxation, in accordance with the Company’s previously announced UK gaming tax mitigation plans. The Restructuring Plan is expected to entail a reduction in headcount of up to 1,400 employees. The Company began notifying affected employees of the actions contemplated by the Restructuring Plan on October 20, 2026.
The Company currently estimates that it will incur aggregate pre-tax charges of approximately $80 to $90 million in connection with the Restructuring Plan, consisting primarily of cash expenditure related to employee severance, benefits, and related costs. The Company also expects to record certain non-cash charges in respect of stock-based compensation; however, such charges cannot be reasonably estimated at this time.
The associated costs to implement the Restructuring Plan were captured within the updated guidance issued within Flutter’s Earnings Update for the quarter ended June 30, 2026.
The Company expects to substantially complete the Restructuring Plan by the end of 2026 with associated charges to be incurred in the fourth quarter of 2026, subject to applicable legal and employee notice and consultation requirements. The charges that the Company expects to incur in connection with the Restructuring Plan are estimates and are subject to a number of assumptions. Actual results may differ materially from these estimates. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the Restructuring Plan.
Item 7.01 Regulation FD Disclosure.
On October 20, 2026, Flutter issued a press release regarding its UK&I Restructuring Plan, which is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
“As we warned a year ago, we cannot fully absorb a rise of this magnitude without reducing our fixed cost base and therefore must restructure our business so that we can best position ourselves for the future.
“We remain confident that we are well placed to benefit from share gains given our position as the largest scale operator in the UK.”
In line with previous guidance, the total adjusted EBITDA impact of changes to UK iGaming taxes in 2027 was $540m which we expect to offset with $201m of first order mitigation Effective from April 2026, iGaming increased 19 percentage points to 40 percent. Effective from April 2027, Sports betting (ex-horseracing) increases 10 percentage points to 25 percent At Q2 2026, Flutter increased guidance relating to restructuring, transaction and integration costs to $500m
Forward-Looking Statements This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect our current expectations as to future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. In some cases, you can identify these forward-looking statements by the use of words such as “outlook”, “believe(s)”, ”expect(s)”, “potential”, “continue(s)”, “may”, “will”, “should”, “could”, “would”, “seek(s)”, “predict(s)”, “intend(s)”, “trends”, “plan(s)”, “estimate(s)”, “anticipates”, “projection”, “goal”, “target”, “aspire”, “will likely result”, and or the negative version of these words or other comparable words of a future or forward-looking nature. Such forward-looking statements are subject to various risks and uncertainties and there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. The ability to predict results or actual effects of our plans and strategies is inherently uncertain. Accordingly, actual results may differ materially from those expressed in, or implied by, the forward-looking statements. In addition, we may incur additional or unexpected costs in connection with the matters discussed in this press release. The ability to predict results or actual effects of our plans and strategies is inherently uncertain. Accordingly, actual results may differ materially from those expressed in, or implied by, the forward-looking statements.
Factors that could cause Flutter’s results to differ materially from those described in the forward-looking statements can be found in Part I, “Item 1A. Risk Factors” of Flutter’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as filed with the Securities and Exchange Commission (the “SEC”)