The Group maintains the following share schemes for employees (and, where the specific rules permit, non-executive directors and/or non-employee contractors): the Flutter Entertainment plc 2024 Omnibus Equity Incentive Plan; the Flutter Entertainment plc 2023 Long Term Incentive Plan; the Flutter Entertainment plc 2016 Restricted Share Plan; the FanDuel Group Value Creation Award; the Flutter Entertainment plc Sharesave Scheme; 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; the Flutter Entertainment plc 2022 Supplementary Restricted Share Plan; and the Stars Group Equity Plans.

Flutter Entertainment plc 2024 Omnibus Equity Incentive Plan (the ‘2024 Incentive Plan’) On June 26, 2024, the Board adopted the Flutter Entertainment plc 2024 Omnibus Equity Incentive Plan (the “2024 Incentive Plan”) as a vehicle to continue granting equity to the Group, the Group’s affiliates’, current and prospective employees, and officers, non-employee directors and consultants. The 2024 Incentive Plan provides for an initial share pool of 1,770,000 shares, with such reserve amount to be reduced by the number of shares (if any) covered by awards granted under the Group’s legacy equity-based incentive plans (including the Flutter Entertainment plc Sharesave Scheme).

During the year ended December 31, 2024, the Group granted 167,815 restricted awards and options under the 2024 Incentive Plan. 85,421 awards have a market condition based on the Total Shareholder Return (“TSR”) relative to the TSR performance of the S&P 500 equity index. The market condition was directly factored into the fair-value-based measure of the award at the grant date. The grants were made in August and December, respectively. The Group engaged a third-party valuation specialist to provide a fair value for the awards using a Monte Carlo simulation model. The key inputs in the model were the weighted average volatility of 40.00%. The weighted average share price of the Group at the date of grant of the award was $220.90. The weighted average fair value of the awards at the grant date was $294.14. The remaining 82,394 options with a nominal exercise price and restricted awards had a weighted average grant date fair value of $213.08 based on the quoted trading price of the Group’s share price on the date of the grant.

For the year ended December 31, 2024 the total compensation cost arising from the 2024 Incentive Plan was $6 million. As of December 31, 2024, there was $20 million of total unrecognized compensation costs, which is expected to be recognized over a weighted average period of 1.5 years.

Flutter Entertainment plc 2023 Long Term Incentive Plan (“2023 LTIP”) In April 2023, the Group adopted the Flutter Entertainment plc 2023 Long Term Incentive Plan which enables the Group to grant share awards and nil cost options with a single award vesting in tranches (if the relevant performance conditions are met) after the end of the performance period applicable to the tranche. Awards granted under the 2023 LTIP shall have a performance period of not less than three years.

The awards granted under the 2023 LTIP Tranche 2 in 2024 have a market condition based on the TSR relative to the S&P 500 constituent companies. This market condition was directly factored into the fair-value-based measure of the award.

For the year ended December 31, 2024 and 2023, 45,941 and 44,820 share options with a nominal exercise price were granted under the “2023 LTIP”, respectively. The Group engaged a third-party valuation specialist to provide a fair value for the awards using a Monte Carlo simulation model. The key inputs in the model were the expected weighted-average volatility of 60.00% and 35.91%, the share price of the Group at the date of grant of the award of $204.19 and $200.00 and the weighted-average fair value of the awards at the grant date was $89.19 and $112.03 for the year ended December 31, 2024 and 2023, respectively.

For year ended December 31, 2024 and 2023 the total compensation cost arising from the 2023 LTIP was $3 million and $1 million, respectively. As of December 31, 2024, there was $4 million of total unrecognized compensation costs, which is expected to be recognized over a weighted-average period of 1.5 years.

For the year ended December 31, 2024 and 2023, there have been no exercises/vesting, or cancellation/lapses. The weighted average remaining contractual term of the options was 2.42 years and the aggregate intrinsic value $4 million. No outstanding options were currently exercisable.

Flutter Entertainment plc 2016 Restricted Share Plan (the “Restricted Share Plan”) The Group issues nonvested 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 three and four years and in other cases vest over one and two years. The grant date fair value of the awards is determined based on the quoted trading price of the Group’s share 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.


	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, 2021	418,943	$	184.90	501,411
Granted	700,653	122.70		1,072,479
Exercised/Vested	(130,561)	189.58		(87,306)		11
Cancelled/Lapsed	(16,988)	138.52		(157,970)
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 as of December 31, 2024	889,979	$	171.22	1,288,547	8.07	$	333

The weighted average exercise price for share options granted under the Restricted Share Plan during all years presented and outstanding as of December 31, 2024 is a nominal price. The total fair value of restricted share awards vested during the years ended December 31, 2024, 2023 and 2022 was $247 million, $72 million and $16 million, respectively.

For the years ended December 31, 2024, 2023 and 2022, compensation cost arising from the Restricted Share Plan was $161 million, $153 million and $113 million respectively. As of December 31, 2024, there was $133 million of total unrecognized compensation costs related to the Restricted Share Plan, which is expected to be recognized over a weighted-average period of 1.4 years.

198,199, 249,095 and 2,357,035 of the options awarded in December 31, 2024, 2023 and 2022 respectively, have a market condition based on the TSR, relative to the TSR performance of the S&P 500 equity index in the case of options awarded in 2024 and relative to the TSR performance of the FTSE 100 (excluding housebuilders, real estate investment trusts and natural resources companies) in the case of options awarded in fiscal 2023 and 2022. This market condition was directly factored into the fair-value-based measure of the award at the grant date. The Group engaged a third-party valuation specialist to provide a fair value for the awards using a Monte Carlo simulation model. The key inputs in the model were the expected weighted-average volatility of 60.00%, 34.45% and 41.30% for fiscal 2024, 2023 and 2022, respectively, and the weighted-average share price of the Group at the date of grant of the award of $194.40, $172.08 and $115.63 for fiscal 2024, 2023 and 2022, respectively. The weighted-average fair value of the awards at the grant date was $231.29, $144.00 and $147.93 for fiscal 2024, 2023 and 2022, respectively.

FanDuel Group Value Creation Plan and TSE Holdings Ltd FanDuel Group Value Creation Option Plan (together, the “VCP”) In 2018, the Group introduced a plan for the employees of FanDuel Group Parent LLC and its subsidiaries (FanDuel Group Parent LLC and its subsidiaries together “FanDuel”) that allowed them to share in the future value created within FanDuel. Employees were to be awarded an allocation of units that represented a share in value created. The value per unit of VCP units granted in 2018 was set at $318.00 per unit and the value per unit of VCP units granted in 2020 was set at $200.00 per unit. Employees had the option to exercise 50% of these units in July 2021, or roll some or all of them to July 2023. The Group had the option of settling this plan via the issuance of Flutter Entertainment plc shares or cash.

The final tranche of the award was settled in July 2023 and the total fair-value-based measure of share-based liabilities paid during the years ended December 31, 2023 and 2022 was $176 million, and nil respectively and there were no outstanding VCP units remaining outstanding as of December 31, 2024.

FanDuel Value Creation Award (the “VCA”) In March 2023, the Group modified the FanDuel Value Creation Award within the FanDuel business to provide a minimum payment to the participants. The setting of a minimum payout resulted in a change in the classification of the award from equity to liability as the VCA awards do not expose the holder to gains and losses in the fair value of the Group in the same way as outright ownership. This resulted in a total additional incremental compensation cost at the date of modification of $2 million. $1 million of compensation cost based on the fair-value-based measure of the original award was reclassified from additional paid in capital to share-based payment liability.

For the years ended December 31, 2024, 2023 and 2022, compensation cost arising from the VCA was $2 million, $4 million and $1 million respectively. As of December 31, 2024, the fair-value-based measure of the liability recorded in other non-current liabilities for the award was $7 million and there was $5 million of total unrecognized compensation costs related to the VCA, which is expected to be recognized over a weighted-average period of 2 years. There were no amounts paid during the year.

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, 2024, 2023, and 2022, compensation cost arising from these plans was $3 million, $3 million and $31 million, respectively. As of December 31, 2024, there was $1 million of total unrecognized compensation costs related to these plans, which is expected to be recognized over a weighted-average period of 1 year.

The total fair-value-based measure of share-based liabilities paid during the years ended December 31, 2024, 2023 and 2022 was nil, $12 million and nil, respectively and as of December 31, 2024, the fair-value-based measure of the liability recorded in other non-current liabilities for the awards was $32 million (2023: $29 million).

In 2021, the Group also introduced an award plan for management of the International segment comprising of internal strategic milestones and a value creation element, vesting in two tranches in July 2023 and December 2025. The awards were liability classified as the awards were based on a fixed amount and settled in a variable number of shares at the vesting date.

In December 2022, the Group modified the portion of the tranche vesting in December 2025 to be a fixed number of shares resulting in equity classification for the remaining vesting term. On the modification date, the amounts previously recorded as a share-based payment liability were reclassified as a component of equity in the form of a credit to additional paid in capital amounting to $3 million.

For the years ended December 31, 2024, 2023, and 2022, compensation cost arising from the December 2025 tranche was $1 million, $3 million and $2 million, respectively. As of December 31, 2024, there was $1 million of total unrecognized compensation costs related to the December 2025 tranche, which is expected to be recognized over a weighted-average period of 1 year.

For the years ended December 31, 2024, 2023, and 2022, compensation cost arising from the July 2023 tranche was nil, $3 million and $9 million, respectively. The share-based payment liabilities with a fair value of $20 million were settled in July 2023 and there were no remaining balances outstanding as of December 31, 2024 in respect of the July 2023 tranche.

In addition to the plans disclosed above, the Group maintains the Flutter Entertainment plc Sharesave Scheme; the Flutter Entertainment plc 2015 Long Term Incentive Plan; the Flutter Entertainment plc 2015 Medium Term Incentive Plan and the Flutter Entertainment plc 2015 Deferred Share Incentive Plan 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 295,594 awards were granted with a weighted-average grant-date fair value of $125.38. For the years ended December 31, 2024, 2023 and 2022, compensation cost arising from these plans was $27 million, $22 million and $19 million, respectively. At the year end there was a total of 1,313,959 restricted awards and options were outstanding for these plans as of December 31, 2024.


($ in millions)	2024		2023		2022
Cost of sales	$	20	$	15	$	6
Technology, research and development expense	35		30		42
Sales and marketing expenses	12		14		17
General and administrative expenses	135		131		116
Total share-based compensation	$	202	$	190	$	181

The income tax benefit related to the compensation expense before any valuation allowance for the years ended December 31, 2024, 2023, and 2022 was $41 million, $41 million and $19 million, respectively. The income tax benefit relating to share options exercised before any valuation allowance for the years ended December 31, 2024, 2023, and 2022 was $54 million, $37 million and $8 million, respectively.