Flutter Entertainment plcFLUT
Flutter Entertainment plc Stock Compensation Disclosure
SHARE-BASED COMPENSATION
The Group maintains various share schemes for employees (and, where the specific rules permit, non-executive directors and/or non-employee contractors). Detail of the key schemes are summarized below.
On June 5, 2025, the Company’s shareholders approved the Company’s Amended and Restated 2024 Omnibus Equity Incentive Plan (the “Amended Omnibus Plan”), the Company’s 2025 Employee Share Purchase Plan (the “2025 ESPP”) and the Company’s Sharesave Scheme, as amended and restated (the “Amended Sharesave Scheme”):
•The Amended Omnibus Plan increases the aggregate number of ordinary shares (“Shares”) that can be issued under the Flutter Entertainment plc 2024 Omnibus Equity Incentive Plan (the “2024 Incentive Plan”) from 1,770,000 to 8,520,000.
•The 2025 Employee Share Purchase Plan (“2025 ESPP”) consists of two components: a component intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended (“the Code”), so that awards granted to U.S. taxpayers are treated as tax-qualified awards under the Code, and a component that is not intended to qualify. The maximum aggregate number of Shares that may be issued pursuant to the 2025 ESPP is equal to 3,000,000 Shares. No 2025 ESPP awards have been granted during 2025.
•The Amended Sharesave Scheme remains substantively the same as the Flutter Entertainment plc Sharesave Scheme, except for the following changes: reduction in the maximum level of discount represented by the option exercise price against the market value of shares (from twenty-five percent (25%) to twenty percent (20%)), and replacement of the U.K.- style dilution limit with a fixed number of 3,000,000 Shares being available under the plan (including any sub-plans). No Sharesave Scheme options have been granted during 2025.
Flutter Entertainment plc 2024 Omnibus Equity Incentive Plan (the ‘2024 Incentive Plan’)
The following table provides a summary of the activity under the 2024 Incentive Plan:
| Restricted Share Awards | Options | ||||||||||||||||||||||||||||
| Number of Units | Weighted- Average Fair Value | Number of Units | Weighted Average Remaining Term (Years) | Aggregate Intrinsic Value ($ in millions) | |||||||||||||||||||||||||
| Outstanding at December 31, 2023 | — | — | — | ||||||||||||||||||||||||||
| Granted | 154,460 | 254 | 13,355 | ||||||||||||||||||||||||||
| Exercised/Vested | — | — | — | ||||||||||||||||||||||||||
| Cancelled/Lapsed | — | — | — | ||||||||||||||||||||||||||
| Outstanding at December 31, 2024 | 154,460 | $ | 254 | 13,355 | |||||||||||||||||||||||||
| Granted | 953,732 | 264 | 25,351 | ||||||||||||||||||||||||||
| Exercised/Vested | (51,516) | 238 | (6,718) | 2 | |||||||||||||||||||||||||
| Cancelled/Lapsed | (72,455) | 251 | (1,154) | ||||||||||||||||||||||||||
| Outstanding as of December 31, 2025 | 984,221 | $ | 260 | 30,834 | 11 | 7 | |||||||||||||||||||||||
A total of 267,499 and 85,421 of the awards granted during the years ended December 31, 2025 and 2024, respectively, have a market condition based on the Total Shareholder Return (“TSR”) relative to the TSR performance of the S&P 500 equity index. This market condition was directly factored into the fair-value-based measure of the awards at the grant date. The Group engaged a third-party valuation specialist to determine the fair value of those awards using a Monte Carlo simulation model. The key inputs in the model were the weighted average volatility of 38.86% (December 31, 2024: 40.00%) and the weighted average share price at the date of grant of the respective awards, which was $230.84 (December 31, 2024: $220.90). The weighted average fair value of the awards at the grant date was $297.59 (December 31, 2024: $294.14). The remaining 711,584 options with a nominal exercise price and restricted awards (December 31, 2024: 82,394) had a weighted average grant date fair value of $257.04 (December 31, 2024: $213.08) based on the quoted trading price of the Group’s share price on the date of the grant.
For the years ended December 31, 2025 and 2024 the total compensation cost arising from the 2024 Incentive Plan was $123 million and $6 million, respectively. As of December 31, 2025 and 2024, there was $156 million and $20 million, respectively, of total unrecognized compensation costs, which is expected to be recognized over a weighted average period of 1.46 and 1.5 years.
Flutter Entertainment plc 2016 Restricted Share Plan (the “Restricted Share Plan”) The Group issues non-vested share (restricted share) awards and share options with a nominal exercise price under the Restricted Share Plan. Awards granted under the Restricted Share Plan in some cases vest over and four years and in other cases vest over and two years. The grant date fair value of the awards is determined based on the quoted trading price of the Group’s shares on the London Stock Exchange on the date of the grant. Restricted Share Plan awards are equity-classified awards with compensation cost recognized over the requisite service based on the fair-value-based measure of the award on the grant date.
The following table provides a summary of the activity under the Restricted Share Plan:
| Restricted Share Awards | Options | ||||||||||||||||||||||||||||
| Number of Units | Weighted- Average Fair Value | Number of Units | Weighted Average Remaining Term (Years) | Aggregate Intrinsic Value ($ in millions) | |||||||||||||||||||||||||
| Outstanding at December 31, 2022 | 972,047 | $ | 140.25 | 1,328,614 | |||||||||||||||||||||||||
| Granted | 584,479 | 160.32 | 494,805 | ||||||||||||||||||||||||||
| Exercised/Vested | (408,755) | 140.37 | (249,588) | 42 | |||||||||||||||||||||||||
| Cancelled/Lapsed | (71,560) | 152.38 | (130,901) | ||||||||||||||||||||||||||
| Outstanding at December 31, 2023 | 1,076,211 | 150.33 | 1,442,930 | ||||||||||||||||||||||||||
| Granted | 470,354 | 204.25 | 352,172 | ||||||||||||||||||||||||||
| Exercised/Vested | (574,423) | 133.51 | (421,123) | 59 | |||||||||||||||||||||||||
| Cancelled/Lapsed | (82,163) | 173.61 | (85,432) | ||||||||||||||||||||||||||
| Outstanding at December 31, 2024 | 889,979 | 171.22 | 1,288,547 | ||||||||||||||||||||||||||
| Granted | — | — | 0 | ||||||||||||||||||||||||||
| Exercised/Vested | (483,163) | 205.69 | (355,030) | 60 | |||||||||||||||||||||||||
| Cancelled/Lapsed | (41,000) | 228.19 | (36,320) | ||||||||||||||||||||||||||
| Outstanding as of December 31, 2025 | 365,816 | $ | 218.77 | 897,197 | 6 | $ | 193 | ||||||||||||||||||||||
The weighted average exercise price for share options granted under the Restricted Share Plan during all years presented and outstanding as of December 31, 2025 is a nominal price. The total fair value of restricted share awards vested during the years ended December 31, 2025, 2024 and 2023 was $239 million, $247 million and $72 million, respectively.
The following table provides additional information for share options outstanding as of December 31, 2025:
| Awards Outstanding | Weighted Average Remaining Term (Years) | Aggregate Intrinsic Value ($ in millions) | |||||||||||||||
| Share options exercisable | 427,366 | 5.47 | $ | 92 | |||||||||||||
| Share options remaining to vest | 469,831 | 6.94 | $ | 101 | |||||||||||||
For the years ended December 31, 2025, 2024 and 2023, compensation cost arising from the Restricted Share Plan was $94 million, $161 million and $153 million respectively. As of December 31, 2025, there was $43 million of total unrecognized compensation cost related to the Restricted Share Plan, which is expected to be recognized over a weighted-average period of 1.2 years.
A total of Nil, 198,199 and 249,095 of the options awarded in December 31, 2025, 2024 and 2023, respectively, have a market condition based on the TSR, namely, the TSR performance of the S&P 500 equity index for options awarded in 2024 and the TSR performance of the FTSE 100 (excluding housebuilders, real estate investment trusts and natural resources companies) for options awarded in fiscal 2023. This market condition was factored into the fair-value-based measure of the award at the grant date. The Group engaged a third-party valuation specialist to determine a fair value for those awards using a Monte Carlo simulation model. The key inputs in the model were the expected weighted-average volatility of nil, 60.00% and 34.45% for fiscal years 2025, 2024 and 2023 respectively, and the weighted-average share price of the Group at the date of grant of the award of nil, $194.40 and $172.08 for fiscal years 2025, 2024 and 2023 respectively. The weighted-average fair value of the awards at the grant date was nil, $231.29 and $144.00 for fiscal years 2025, 2024 and 2023 respectively.
International Plans
In 2021, the Group introduced plans for certain employees within the International segment that allow them to share in the future growth of their business. A portion of the awards vested in 2023, with the remainder vesting through 2025. These awards have been classified as liability awards as the settlement of the awards does not expose the holder to gains and losses in the fair value of the Group in the same way as outright ownership.
As a liability classified award, the fair-value-based measure is remeasured at the end of each reporting period until settlement. The changes in the fair-value-based measure are recognized as compensation cost (with a corresponding increase or decrease in the share-based liability) either immediately or over the employee’s remaining requisite service period or non-employee’s vesting period, depending on the vested status of the award. For unvested awards, the percentage of the fair-value-based measure that is recognized as compensation cost at the end of each period is based on the percentage of the requisite service that has been rendered.
For the years ended December 31, 2025, 2024 and 2023, compensation cost arising from these plans was $6 million, $3 million and $3 million respectively. As of December 31, 2025, there was nil total unrecognized compensation costs related to these plans.
The total fair-value-based measure of share-based liabilities paid during the years ended December 31, 2025, 2024 and 2023 was nil, nil and $12 million respectively and as of December 31, 2025, the fair-value-based measure of the liability recorded in other current liabilities for the awards was $17 million (2024: $32 million).
For the year ended December 31, 2025, liability-classified awards settled amounting to $29 million were settled by the issue of ordinary shares of equivalent value.
Other plans
In addition to the plans disclosed above, the Group maintains the Flutter Entertainment plc Sharesave Scheme; the Flutter Entertainment plc 2023 Long Term Incentive Plan; the Flutter Entertainment plc 2015 Long Term Incentive Plan; the Flutter Entertainment plc 2015 Medium Term Incentive Plan, the Flutter Entertainment plc 2015 Deferred Share Incentive Plan and the FanDuel Value Creation Award which are equity-classified awards with compensation cost recognized over the requisite service based on the fair-value-based measure of the award on the grant date.
During the year a total of 375,051 awards were granted with a weighted-average grant-date fair value of $87.03. For the years ended December 31, 2025, 2024 and 2023 compensation cost arising from these plans was $37 million, $32 million and $34 million respectively. At the year end there was a total of 1,380,620 restricted awards and options were outstanding for these plans as of December 31, 2025.
Share-based compensation is classified in the Consolidated Statements of Comprehensive Income (Loss) as follows:
| ($ in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Cost of sales | $ | 25 | $ | 20 | $ | 15 | |||||||||||
| Technology, research and development expense | 43 | 35 | 30 | ||||||||||||||
| Sales and marketing expenses | 15 | 12 | 14 | ||||||||||||||
| General and administrative expenses | 177 | 135 | 131 | ||||||||||||||
| Total share-based compensation | $ | 260 | $ | 202 | $ | 190 | |||||||||||
The income tax benefit related to the compensation expense before any valuation allowance for the years ended December 31, 2025, 2024 and 2023 was $58 million, $41 million and $41 million respectively. The income tax benefit relating to share options exercised before any valuation allowance for the years ended December 31, 2025, 2024 and 2023 was $55 million, $54 million and $37 million respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Mar 4, 2025 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.