The courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

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Total revenue for the years ended 30 June 2025, 2024 and 2023 was £666.5 million, £661.8 million and £648.4 million, respectively.

Customers

See “Item 3.D. Risk Factors — Risks Related to Our Business — We are exposed to credit related losses in the event of non-performance by counterparties to Premier League and UEFA media contracts as well as our key commercial and transfer contracts.” Our top customer was the Premier League, who represented 21.2%, 24.3% and 27.5% of our total revenue in each of the years ended 30 June 2025, 2024 and 2023, respectively. Our second largest customer was adidas, who represented 13.2%, 13.6% and 11.7% of our total revenue in each of the years ended 30 June 2025, 2024 and 2023.

Our Revenue Sectors in Detail

Commercial

Within the Commercial revenue sector, we commercialize our brand via two revenue streams: sponsorship; and retail, merchandising, apparel & product licensing. The primary source of revenue in this sector comes from sponsorship, which allows highly diverse and global companies to partner with Manchester United, regionally or internationally, in order to realize sponsorship benefits and associate themselves with our brand.

Sponsorship

Our sponsorship agreements are negotiated directly by our commercial team. Our sponsors are granted various rights, which can include:

Any use of our intellectual property rights by sponsors is under license. However, we retain the ownership rights to our intellectual property.

Sponsorship development and strategy

We pursue our sponsorship deals through an established infrastructure for commercial activities and focus on developing commercial opportunities and sourcing new sponsors by identifying potential sponsors that we believe will benefit from association with our brand and have the necessary financial resources to support an integrated marketing relationship. By cultivating strong relationships with our sponsors, we generate significant revenue and leverage our sponsors’ co-branded marketing strategies to further grow our brand. We are successful in executing a geographic and product categorized approach to selling our sponsorship rights, offering exclusivity within particular industries and geographies.

We believe that certain key sectors play an active role in sports sponsorship. We have sponsors in a number of these sectors and we believe that there is significant potential to expand this platform by selectively targeting companies within the remaining sectors and by growing revenue in existing sectors through additional sponsorship arrangements. High growth markets such as the United States of America and Asia, which we expect to be a key focus for many of our prospective sponsors, are an important element of our sponsorship efforts.

Our sponsors

The following graph shows our annual sponsorship revenue for each of the last five fiscal years:

Sponsorship Revenue

Note: Sponsorship revenue does not include revenue generated from our agreement with adidas.

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The table below highlights some of our global and regional sponsors as of 15 August 2025:

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Exhibition games and promotional tours

We conduct exhibition games and promotional tours on a global basis. Our promotional tours enable us to engage with our followers, support the marketing objectives of our sponsors and extend the reach of our brand in strategic markets. The tour matches are broadcast and/or streamed live to subscribers of MUTV. These promotional tours are in addition to our competitive matches and take place during the summer months or during gaps in the football season. Over recent years we have taken part in numerous matches across Asia, the United States of America and Scandinavia.

Commercial income from the Premier League

In addition to revenue from contracts that we negotiate ourselves, we receive revenue from commercial arrangements negotiated collectively by the Premier League on behalf of its member teams. Income from these commercial contracts negotiated by the Premier League is shared equally between the clubs that are to be in the Premier League for the season to which the income relates. Our pro rata income received from the other commercial contracts negotiated by the Premier League is not material to the Company’s results of operations.

Retail, Merchandising, Apparel & Product Licensing

Unlike American teams in the NFL, MLB and NHL, Manchester United retains full control of the use and monetization of its intellectual property rights worldwide in the areas of retail, merchandising, apparel & product licensing.

Our retail, merchandising, apparel & product licensing business includes the sale of sports apparel, training and leisure wear and other clothing featuring Manchester United brands as well as other licensed products. These products are distributed on a global basis through Manchester United branded retail stores and e-commerce platform, as well as through our partners’ wholesale distribution channels.

At the start of the 2023/24 season, we signed a 10-year extension to our agreement with adidas which began on 1 August 2015 and now terminates on 30 June 2035. The minimum guarantee payable over the term of this extended agreement is £750 million per the original term and an additional £900 million due under the extension, resulting in a total of £1,650 million, subject to certain adjustments. Payments due in a particular year may increase dependent on performance in league, domestic and continental competitions, with the maximum possible increase being £4.4 million per annum. The extended contract includes a clause stating that a £10 million deduction will be applied for each year of non-participation in the UEFA Champions League, commencing from the 2025/26 season.

The minimum guarantee from adidas does not include mono-branded licensing rights or the right to create and operate Manchester United branded soccer schools, physical retail channels and e-commerce retail channels, which rights may generate additional revenue for the club. We may also benefit from additional royalty payments upon exceeding a threshold of sales.

The agreement with adidas is subject to reciprocal termination provisions in respect of material breach and insolvency. Adidas may reduce the applicable payments for a year by 50% if the men’s first team is not participating in the English Premier League during that year. In addition, adidas may terminate the agreement by giving one full-season’s notice if the men’s first team is relegated from the English Premier League or if it is otherwise determined that the men’s first team shall not be participating in the Premier League or the top English league.

The Manchester United match jersey and training wear collections are completely redesigned for each season by adidas. The annual launch of the new jerseys is always a much-anticipated day for our global community of followers. The result is a robust adidas collection apparel business.

In addition to our adidas collection, we have a number of premium brands utilizing Manchester United intellectual property for the creation of dual-branded merchandise, where we receive a royalty payment and a sponsorship fee from the partner.

Retail

We operate our flagship retail store at the Old Trafford stadium, which ordinarily trades year-round, and not just on Matchdays. In addition to the Old Trafford store, we have a Manchester United branded retail location in Macau (which is operated under franchise by a third-party licensee).

Merchandising & product licensing

We grant product licenses across a wide range of Manchester United products which are highly sought after by our followers around the world. Under our product licensing agreements, we receive royalties from the sales of specific Manchester United branded products. Under some product licensing agreements, we receive a minimum guaranteed payment from the licensee. The majority of licenses are granted on a non-exclusive rights basis for specific product categories, within a specific country or geographic region.

E-commerce

In October 2024, we launched our new in-house e-commerce platform, in partnership with SCAYLE, aimed at revamping the consumer experience and delivering a best-in-class user experience to our fans. The in-house direct-to-consumer platform provides us with greater control over our branding and merchandise and enhances our ability to further leverage the strength of our global brand.

Broadcasting

Central Media

The Premier League and UEFA negotiate their own media rights contracts independently of the participating clubs. In respect of the Premier League, media agreements are typically three or four years in duration and revenue for each season is typically shared between the clubs that are to be in the Premier League for that season and a part-share for the clubs that were relegated from the Premier League in the previous three seasons. After certain deductions approved by the Premier League (for example, donations to “grass roots” football development), the income from the sale of the domestic broadcasting rights is allocated to the current and relegated clubs according to a formula based on, among other things, finishing position in the league and the number of live television appearances. Premier League domestic broadcasting rights entered into a new cycle from the 2025/26 season for a four-year period, increasing the amounts allocated to each club, representing the largest sports media rights deal ever completed in the UK.

In the Champions League, Europa League and Conference League, media agreements are typically three years in duration and are collectively negotiated and entered into by UEFA on behalf of the participating clubs. Each club receives a fixed amount for qualifying for the league stage plus bonuses based on performance. Further fixed amounts are received for participation in the knock-out rounds; knockout play off, round of 16, quarter-final, and semi-final. The runner-up and winner of the competition also earn additional amounts.

For the current 3-year agreement (which commenced in the 2024/25 season) amounts are distributed to each club as follows:

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In August of each season, the previous season’s Champions League winner and Europa League winner will play in the UEFA Super Cup where each team can expect to receive a further €4.0 million participation fee, with the winner receiving an additional €1.0 million.

Total fixed distribution amounts are €2.437 billion for the Champions League, €565 million for the Europa League and €285 million for the Conference League. Total starting fees, split equally between each of the 36 clubs in the league stage are €670 million for the Champions League, €155 million for the Europa League and €114 million for the Conference League. Total performance fees, as outlined in the table above, are €914 million for the Champions League, €212 million for the Europa League and €114 million for the Conference League.

In addition to the starting fee and performance fee, the 2024/25 competitions saw the introduction of a new Value pillar for the first time. The amounts to be distributed through the value pillar are €853 million for the Champions League, €198 million for the Europa League and €57 million for the Conference League. The value pillar comprises two parts and is calculated as follows:

European part

The participating clubs’ countries are ranked based on their domestic broadcasters’ contribution to the overall media revenue for the whole cycle in that competition. In the individual ranking, the clubs occupy the positions guaranteed by their country ranking. For example, if the country ranked number 1 in the media market value ranking has four clubs in the competition, the clubs of that country will be ranked from 1 to 4 in the club market value ranking. The positions of these four clubs from 1 to 4 will be based on their participation in UEFA club competitions over the previous five seasons. If the country ranked number 2 in the UCL media market ranking has three clubs in the competition, that country’s clubs will be ranked from 5 to 7 in the club market value ranking, and so on. The same procedure will apply to all countries and their clubs down to position 36. A separate participating clubs ranking from 1 to 36 is drawn up on the basis of the five-year UEFA coefficient ranking applicable at the start of the season. The overall ranking of the European part is determined by the average number of ranking points totaled by each club in the two rankings (the lower the points, the higher the rank). For example, the club 4th in the club market value ranking and 6th in the club coefficient ranking would have an average of five points in the cumulative ranking and will be ranked accordingly. The total amount available for the European part of the value pillar is divided into 666 shares (1+2+3+…+35+36). The lowest-ranked team receives one share (e.g. €960k if the European part is 75%). One share is added to every rank, with the highest-ranked team receiving 36 shares.

Non-European part

The non-European part is distributed in each competition based on the ten-year UEFA coefficient ranking of the 36 participating clubs. This ranking does not include bonus points for the titles in past UEFA club competitions (as applied in the 2021–24 cycle). The total amount available for the non-European part of the value pillar is divided into 666 shares (1+2+3+…+35+36). The lowest-ranked team receives one share (e.g. €320k if the non-European part is 25%). One share is added to every rank with the highest-ranked team receiving 36 shares.

Broadcasting revenue including, in some cases, prize money received by us in respect of various competitions, will vary from year to year as a result of variability in the amount of available prize money and the performance of our men’s first team in such competitions.

MUTV

MUTV is our wholly owned global television channel and is broadcast in numerous countries. MUTV broadcasts a wide variety of content which is compelling to our global community of followers, including live first team football from our Men’s and Women’s pre-season fixtures, club news, game highlights, and exclusive “behind the scenes” coverage of our club. Depending on the market, we may offer MUTV as a single product to television distributors for distribution to our fans on a linear television basis or directly to our fans on a D2C basis which allows them to subscribe directly to the club. MUTV is currently available in over 200 markets globally.

Matchday

Our stadium, which we fully own, is called Old Trafford.We believe Old Trafford is one of the most famous and historic stadiums in the world. Football followers travel from all over the world to attend a match at Old Trafford, which is the largest football club stadium in the United Kingdom, with a capacity of 74,233. The stadium has approximately 10,000 executive club seats, including 122 luxury boxes, 7 hospitality lounges, 24 restaurants and 4 sports bars.

We have one of the highest capacity utilizations among English clubs, with an average attendance for our home Premier League matches played in front of a crowd of over 99% for each season since the 1997/98 season. The substantial majority of our tickets are sold to both general admission and executive season ticket holders, the majority of whom pay for all their tickets in advance of the first game of the season.

Other Matchday revenue includes match day catering, event parking, program sales as well as membership, Manchester United Museum revenue and a share of the ticket revenue from away matches in domestic cup competitions. Matchday revenue also includes revenue from other events hosted at Old Trafford, including other sporting events (such as the charity event Soccer Aid and the annual Rugby Super League Grand Final) and entertainment events.

We operate a membership program for our supporters. Individuals who become official members have the opportunity to apply for tickets to all home matches. Adult Official Members pay £37.50 per season to join our Standard Membership or £70 to join the Premium membership scheme.

The Manchester United Museum is located within Old Trafford. It chronicles Manchester United’s 147-year history and houses the club’s most precious artifacts and trophies.

We aim to maximize ticket revenue by enhancing the mix of experiences available at each game and by providing a range of options from general admission tickets to multi-seat facilities and hospitality suites. In particular, we have recently increased overall Matchday revenue by restructuring the composition of our stadium, with an emphasis on developing hospitality facilities which sell at a higher price and improve our margins. As part of this effort, we have invested in new and refurbished multi-seat hospitality suites as well as improvements to our single-seat facilities. We expect our enhancements to our hospitality facilities to continue to be a key driver of our profit from Matchday revenues in future periods.

Our Footballing History

Our men’s team was founded in 1878 as Newton Heath L&YR Football Club and has operated for over 147 years. The team first entered the English First Division, then the highest league in English football, for the start of the 1892/93 season. Our club name changed to Manchester United Football Club in 1902, and we won the first of our 20 English League titles in 1908. In 1910, we moved to Old Trafford, our current stadium.

In the late 1940s, we returned to on-field success, winning the FA Cup in 1948 and finishing within the top four league positions during each of the first five seasons immediately following the Second World War. During the 1950s, we continued our on-field success under the leadership of manager Sir Matt Busby, who built a popular and famous team based on youth players known as the “Busby Babes.”

In February 1958, an airplane crash resulted in the death of eight of our men’s first team players. Global support and tributes followed this disaster as Busby galvanized the team around such popular players as George Best, Bobby Charlton and Denis Law. Rebuilding of the club culminated with a victory in the 1968 European Cup final, becoming the first English club to win this title.

This storied history preceded the highly successful modern era of Manchester United which began in earnest in 1986 when the club appointed Sir Alex Ferguson as manager, and in 1990 we won the FA Cup and began a long period of sustained success winning the Premier League title a record 13 times. In total, we have won a joint-record 20 English League titles, 13 FA Cups, 6 EFL Cups, 3 European/Champions League Cups, 1 Europa League Cup, and 1 FIFA Club World Cup, making us one of the most successful clubs in England.

Since the inception of the Premier League in 1992, our club has enjoyed consistent success and growth with popular players such as Bryan Robson, Ryan Giggs, Eric Cantona, David Beckham, Paul Scholes, Wayne Rooney, Cristiano Ronaldo and Bruno Fernandes. The popularity of these players, our distinguished tradition and history, and the on-field success of our men’s first team have allowed us to expand the club into a global brand with an international follower base.

In 2018, the current iteration of our Women’s team formed, as the Club’s first ever professional Women’s side, and joined the FA Women’s Championship for the 2018-19 season, clinching the title in their first season and securing promotion to the Women’s Super League for the 2019/20 season. The team has contributed key players in the success of the England Lionesses, with three players in the England Women’s squads for both their Euro 2022 and Euro 2025 successes.

In 2024, our Women’s team won their first major trophy, the Women’s FA Cup, defeating Tottenham 4-0 in front of over 75,000 fans at England’s national stadium, Wembley.

Our Old Trafford stadium was originally opened on 19 February 1910 with a capacity of approximately 80,000. During the Second World War, Old Trafford was used by the military as a depot, and on 11 March 1941 was heavily damaged by a German bombing raid. The stadium was rebuilt following the war and re-opened on 24 August 1949. The addition of floodlighting, permitting evening matches, was completed in 1957 and a project to cover the stands with roofs was completed in 1959. After a series of additions during the 1960s, 1970s and early 1980s, capacity at Old Trafford reached 56,385 in 1985. The conversion of the stadium to an all-seater reduced capacity to approximately 44,000 by 1992, the lowest in its history. Thereafter, we began to expand capacity throughout the stadium, bringing capacity to approximately 58,000 by 1996, approximately 68,000 by 2000, and over 74,000 in 2006. Currently, Old Trafford seats 74,233 supporters.

The following chart shows the historical success of our men’s and women’s first team by trophies won:

Our Football Operations

Our football operations are primarily comprised of the following activities: our men’s first team, our women’s team, our youth academy, our global scouting networks and other operations such as our sport science, medical and fitness operations at Carrington.

Men’s first team

Our men’s first team plays professional football in the Premier League, domestic cup competitions in England including the FA Cup and EFL Cup and, subject to qualifying, international cup competitions, including the Champions League.

Our men’s first team is led by our Football Director Jason Wilcox and Head Coach Ruben Amorim, supported by Assistant Head Coach Carlos Fernandes. They are all supported by a team of over 150 individuals, including coaches and scouts for our men’s first team and youth academy, medical and physiotherapy staff, sports science and performance and match analysis staff.

We currently have 30 professional players in our men’s first team squad and 9 players on loan at other professional football clubs. A further 56 professionally contracted players make up part of our youth academy teams.

Domestic transfers of players between football clubs are governed by the Premier League Rules and the FA Rules, which allow a professional player to enter into a contract with and be registered to play for any club, and to receive a signing-on fee in connection with such contract. Players are permitted to move to another club during the term of their contract if both clubs agree on such transfer. In such circumstances a compensation fee may be payable by the transferee club. FIFA Regulations on the Status and Transfer of Players (the “FIFA Regulations”) govern international transfers of players between clubs and may require the transferee club to distribute 5% of any compensation fee to the clubs that trained the relevant player. In addition, a 4% levy on any such compensation fee would also be payable to the Premier League. The transferor club in an international transfer may also be entitled to receive payment of “training compensation” under the FIFA Regulations when certain conditions are met. If an out-of-contract player (i.e. a player whose contract with a club has expired or has been terminated) wishes to play for another club, the player’s former club will be entitled to a compensation fee if certain conditions are satisfied. For a domestic transfer, these include conditions regarding the player’s age and requiring the former club to offer the player a new contract on terms which are no less favorable than his current contract. For an international transfer, these include conditions regarding the player’s age only. Subject to limited exceptions, transfers of professional players may only take place during one of the “transfer windows,” which for the Premier League is ordinarily a mid-season winter transfer window during the month of January, and a post-season summer transfer window spanning a maximum of twelve weeks throughout June and August. The summer 2025 transfer window began on 16 June 2025 and ran through until 1 September 2025.

Our players enter into contracts with us that follow a prescribed model based on FA and Premier League rules. Players on our men’s first team typically also enter into an image rights agreement with us, which grants us enhanced rights and protections with respect to use of their image. Our men’s first team players generally enter into contracts of between two and five years’ duration, often including a conditional option of a sixth year.

As of 5 September 2025, our men’s first team⁽¹⁾ was comprised of the following players:

As of 5 September 2025, our women’s first team⁽¹⁾ was comprised of the following players:

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Youth academy

The aim of our youth academy is to create a flow of talent from the youth teams up to our men’s first team and we are proud to have included a home grown player in every matchday squad for the last eighty-five years. Developing academy players is embedded as part of the history and culture of our club, and also means that we can avoid the expense of purchasing players in those positions from the transfer market. As part of their development plan for reaching our first team, our academy players may be loaned to other clubs such that they gain first team experience elsewhere. This also enables these players to enhance their standing and value within the game, and those who do not make it into our men’s first team frequently achieve places at other professional football clubs, often generating income for the club through transfer fees as a result.

Our youth academy program consists of 10 junior teams ranging from under 9s to under 23s. Each team consists of 15 to 30 players, each of whom takes part in an age specific elite player development and games program during the season.

Scouting network

Together with our youth academy, our scouting system is another source of our football talent. Through our scouting system, we recruit players for both our men’s and women’s first teams, as well as for our youth academy. Our scouting system consists of a professional network of staff who scout in general and for specific positions and age groups.

As well as being an established domestic network that allows us to identify and attract the best talent within Manchester and England, we have an enhanced scouting infrastructure, with a presence in all major footballing nations. We believe this will enhance our ability to identify and recruit the best players for our academy and first teams for many years to come.

Training facilities

We have invested significant resources into developing a performance center which contains advanced sports and science equipment. We have highly experienced training staff working at the performance center, where we provide physiotherapy, bio-mechanical analysis and nutritional guidance to our players as part of our drive to create an environment in which each player is able to achieve peak physical condition. We believe the quality of our performance center differentiates our club from many of our competitors. Ahead of the 2025/26 season, we opened a new, state-of-the-art training facility for our men’s first team at our Carrington training centre.

Industry Overview

Football is one of the most popular spectator sports on Earth and global follower interest has enabled the sport to commercialize its activities through sponsorship, retail, merchandising, apparel & product licensing, broadcasting, and Matchday.

Football’s growth and increasing popularity is primarily a product of consumer demand for and interest in live sports, whether viewed in person at the venue or through television and digital media. The sport’s revenue growth has been driven by the appetite among consumers, advertisers and media distributors for access to and association with these live sports events, in particular those featuring globally recognized teams.

The major football leagues and clubs in England, Germany, Spain, Italy and France have established themselves as the leading global entities due to their history as well as their highly developed television and advertising markets. The combination of historical success and media development in the core European markets has helped to drive revenue, which in turn enables those leagues to attract the best players in the world, further strengthening their appeal to followers.

League Structure

Manchester United is a member of the English Premier League, the top league in the United Kingdom, which has been, for a long time, and continues to be, one of the elite leagues in the world.

The Premier League is a private company wholly-owned by its 20 member clubs, with responsibility for the competition, its Rule Book, the centralized broadcasting rights and other commercial rights. The Premier League works proactively with the member clubs and other football authorities domestically and internationally including the Football Association, UEFA and FIFA. Each member club is an independent shareholder of the Premier League and works within the rules of football defined by the various governing bodies.

Governing Bodies

Manchester United operates under three different levels of governing bodies, ranging from worldwide to continental to national jurisdiction.

FIFA is the international governing body of football around the world. Headquartered in Zurich, Switzerland, FIFA is responsible for the regulation, promotion and development of football worldwide and its flagship club competition, the FIFA Club World Cup. All football played at any level must abide by the Laws of the Game, as set forth by FIFA. FIFA’s rules and regulations are decided by the International Football Association Board (“IFAB”) and reviewed on an annual basis. FIFA also sets the international fixture calendar which, along with European and domestic cup dates, takes precedence over the domestic football league.

UEFA is a competition organizer and is responsible for the organization and regulation of cross-border football in Europe. UEFA is primarily known for its European club competitions, the Champions League, the Europa League, and the Conference League. Currently, each year, as reward for league finishing position, the Premier League gets four teams into the Champions League, two into the Europa League and one into the Conference League. An additional two places are awarded to the associations with the best collective performance by their clubs in the previous season, which is based on the total number of club coefficient points obtained by each club from an association divided by the number of participating clubs from that association. For the 2025/26 season, one of these places was awarded to the English Football Association. The representative structures for UEFA are primarily national association-based with the FA representing English football on numerous committees.

The FA is the national governing body for football in England and is responsible for sanctioning competition Rule Books, including the Premier League’s, and regulating on-field matters. The FA also organizes the FA Cup competition, in which the 20 Premier League member clubs participate. The FA is a special shareholder of the Premier League that has the ability to exercise a vote on certain specific issues, but has no role in the day-to-day running of the league. Each year the Premier League submits its rules to the FA for approval and sanction. For the Premier League, the FA ensures that throughout the season the Laws of the Game are applied on the field by officials, clubs and players including on- and off-field discipline. The FA is also involved in refereeing, youth development and the United Kingdom’s largest sports charity, the Football Foundation.

UEFA Club Licensing and Financial Sustainability Regulations

UEFA oversees the Club Licensing and Financial Sustainability Regulations, which are intended to ensure the financial self-sufficiency and sustainability of football clubs by discouraging them from continually operating at a loss, introduce more discipline and rationality on club finances, ensure that clubs settle their liabilities on a timely basis and encouraging long term investment in youth development and sporting infrastructure.

UEFA implemented an updated set of regulations from 1 July 2022 ahead of the commencement of a new cycle and competition format in 2024/25. The “break-even” rule from the previous regulations remains, aimed at encouraging football clubs to operate on the basis of their own revenue with some amendments. Owner investments of equity are allowed only within the acceptable deviation thresholds, as described below. In addition, the regulations provide that football clubs who are granted a UEFA license by their national association, based largely on physical infrastructure and personnel criteria set out by UEFA, and who then qualify for a UEFA club competition based on sporting grounds, will then be required to comply with a “monitoring” process. The monitoring process involves the submission of certain financial information (a break-even test and payables analysis) to the Club Financial Control Body (“CFCB”). The CFCB is part of UEFA’s Organs for the Administration of Justice and comprises a team of independent financial and legal experts. The CFCB will review financial submissions and decide what sanctions, if any, to apply to non-compliant clubs. Any appeal must be made directly to the Court of Arbitration for Sport. Potential sanctions for non-compliance with the FFP regulations include a reprimand/warning, withholding of prize money, fines, prohibition on registering new players for UEFA club competitions and ultimately exclusion from UEFA club competitions.

With respect to the updated break-even assessment, a club must continue to demonstrate that its relevant “football” income is equal to or exceeds its “football” expenses. The newly permitted level of deficit is limited over the three-year assessment period to €5 million, although a larger deficit of up to €60 million permitted provided the deficit is reduced to the €5 million acceptable deviation by equity contributions from equity participants and/or related parties or the club has existing positive equity in excess of the loss. Any club which exceeds the €60 million limit will automatically be in breach of the break-even rule. Depreciation of tangible fixed assets, youth development, women’s team and community expenditure can be excluded from the break-even test. However, clubs must either have positive equity to the value of the expenditure to be able to exclude them from the calculation or they must be covered by equity contributions from equity participants and/or related parties (in addition to any allowable deficit contributions).

The larger deficit of up to €60 million over the three-year period can be increased to €90 million based on specific financial criteria being met, aimed at benefitting clubs that are financially sustainable.

UEFA’s Financial Sustainability Regulations also see clubs subject to a squad cost rule that restricts spending on player and coach wages, transfers, and agent fees to 70% of club revenues. The rule is a calendar year test which is tested during the season and allows UEFA to identify breaches as they occur. This was phased in gradually: 90% in calendar year 2023, 80% in calendar year 2024, and 70% from calendar year 2025 onwards. The percentage remains at 70% thereafter. This requirement provides a direct measure between squad costs and income to encourage more performance-related costs and to limit the market inflation of wages and transfer costs of players.

We support the Financial Sustainability Regulations, and do not believe it will adversely impact our ability to continue to attract some of the best players in the coming years as a result of having one of the largest revenues in European football.

Premier League Profitability and Sustainability Rules

The Premier League Profitability and Sustainability Rules were introduced during the 2015/16 season, implementing a break-even rule similar to the break-even test of the UEFA Regulations and aimed at encouraging Premier League clubs to operate within their means. Potential sanctions for non-compliance with the profitability and sustainability regulations include significant fines, player transfer restrictions and Premier League points deductions.

Our most recent break-even assessment under the Premier League Profitability and Sustainability Rules was submitted in March 2025, based on our forecast fiscal year 2025, and our 2024 and 2023 audited financial statements. Our previous assessment was based on fiscal year 2024, 2023 and 2022 audited financial statements. Our submissions demonstrated that we are in compliance with Premier League Profitability and Sustainability Rules. The break-even test is based on a club’s audited pre-tax earnings. If the break-even test results are positive, no further action is required until the next break-even test. If the initial test is negative, a club is re-tested, using the UEFA definition of “adjusted earnings before tax,” which allows credit for depreciation of tangible fixed assets and expenditure on youth development and community programs. If these second test results are negative by £15 million or less, the Premier League board will determine whether the club will be able to pay its liabilities due to other football clubs and in respect of employees. If a club’s losses exceed £15 million but are not more than £105 million, the club’s ownership must provide evidence of sufficient funding to meet its liabilities as they fall due. If these results are negative by more than £105 million, regardless of secured funding, Premier League sanctions will apply.

Our Strategy

We aim to build a strong and talented football structure and a world-leading leadership team, to ensure that we are focused on long-term success. Fiscal year 2025 has seen significant changes to our management team with the appointment of Omar Berrada as our Chief Executive Officer, Jason Wilcox as Football Director and Ruben Amorim as our men’s first team Head Coach. These appointments, as well as a number of other changes to our executive leadership and ownership structure, are designed to enable us to enact the following key elements of our football and commercial strategy:

Fiscal year 2025 saw the launch of our new e-commerce platform, in partnership with SCAYLE. This collaboration spearheads the club’s revamped e-commerce experience and aligns with our ambition to deliver a top-tier direct-to-consumer experience for our global fanbase.

The UEFA club competitions’ latest three-year media rights agreement, which commenced in the 2024/25 season, is worth €4.4 billion per season, compared to €3.5 billion per season under the previous agreement, an increase of 26%.

We believe these contracts underline the continuing demand for, and popularity of, live sports content and football in particular. Unlike other television programming, the unpredictable outcomes of live sports mean that individuals consume sports programming in real time and in full, resulting in higher audiences and increased interest from television broadcasters and advertisers.

Our Competitive Strengths

We believe our key competitive strengths are:

Competition

From a business perspective, we compete across a wide variety of industries and within many different markets. We believe our primary sources of competition include, but are not limited to:

As a result, we do not believe there is any single market for which we have a well-defined group of competitors.

Seasonality

We experience seasonality in our revenue and cash flow, limiting the overall comparability and predictability of interim financial periods. In any given interim period, our total revenue can vary based on the number of games played in that period, which affects the amount of Matchday and Broadcasting revenue recognized. Similarly, certain of our costs derive from hosting games at Old Trafford, and these costs will also vary based on the number of games played in the period. We historically recognize the most revenue in our second and third fiscal quarters due to the scheduling of matches. However, a strong performance by our men’s first team in UEFA club competitions and domestic cups could result in significant additional Broadcasting and Matchday revenue, and consequently we may also recognize the most revenue in our fourth fiscal quarter in those years. Our cash flow may also vary among interim periods due to the timing of significant payments from major commercial agreements. As such, though we report interim results of operations for our first, second and third fiscal quarters, in managing our business, setting goals and assessing performance we focus primarily on our full-year results of operations rather than our interim results of operations.

Our Fan Engagement Strategy

Our fans are at the centre of the success of our club and brand, and we make this commitment to our fans, aligning with the Premier League’s Fan Engagement Standard:

United with you on and off the pitch; we want you to feel connected to your team, club and community, no matter where you are in the world. We’ll listen to you, improve your experience and reward your loyalty.

We engage with our global community of followers in a variety of ways:

Social Responsibility

Manchester United Foundation

We are committed to a wide-ranging corporate social responsibility program through Manchester United Foundation (the “Foundation”). The associated charity of Manchester United, the Foundation’s vision focuses on a future where all young people are empowered to achieve their goals. The ongoing commitment to young people is so that, despite uncertainty in the world around them, those with whom the Foundation works on a daily basis continue to feel supported, inspired, and positive about their future.

The Foundation’s objectives are to provide young people with access to community and educational outreach programs to help them make positive choices in their lives and develop in the following areas:

-Physical and mental wellbeing (living a happier, healthier life)

-Social wellbeing (bringing a sense of belonging to people and their communities)

-Employability (improving educational and employment outcomes)

The Foundation works with over 40,000 young people each season and operates in the areas of highest social deprivation across Greater Manchester, with the aim of ensuring the benefits of these programs are felt by those who need it most. With more than 29,000 sessions delivered in 2024/25 – culminating more than 530,000 attendances – the charity’s presence remains strong and visible across local communities.

The Foundation has partnerships with 77 primary, secondary, and special educational needs schools, as well as working alongside the Salford City College Group on a further education program in sport. Working predominantly across all ten boroughs of Greater Manchester, its work also spans to Carlisle, Derbyshire, London, Northern Ireland and most recently the Republic of Ireland. Full-time coaches are based in high schools to work with pupils, feeder primary schools and within the local community to build lasting relationships. Other initiatives, such as Street Reds evening football sessions, girls’ development provision, and a disability and inclusion program, provide free football, alternative activities, qualifications and work experience opportunities for young people across all areas of delivery.

The Foundation fulfils all charitable activity for Manchester United, including managing a partnership with the Sir Bobby Charlton Foundation, and supporting external charities by providing signed items for their own fundraising purposes.

Equality, Diversity and Inclusion

The Club is dedicated to promoting equality, diversity, and inclusion, as reflected in its All Red All Equal initiative, which has led to numerous impactful initiatives and achievements. All Red All Equal represents Manchester United’s dedication to creating a more equitable, sustainable, healthier world. We are deeply committed to embracing diversity, accepting people for who they are, valuing their differences, and promoting a safe and welcoming environment. We take decisive action to protect all participants and maintain zero tolerance for abuse and discrimination.

Our Equality, Diversity and Inclusion (“ED&I”) strategy aims to integrate ED&I across four main areas: Leaders, People, Fans, and Partners. We have created new insights and data models to guide our decision-making. We are dedicated to meeting specific diversity goals for gender, race, disability, and LGBTQ+ representation in accordance with the UEFA sustainability goals and applicable law.

We are committed to increasing diversity in our workforce and improving our recruitment practices and executive appointments. We work with a third party firm for our overall recruitment delivery and with organizations such as UA92, the Adidas MerkyFC Project, The FA Leadership Code, the Premier League Coach Diversity Index, Women in Football, Stonewall, the Armed Forces Covenant, Disability Confident scheme, and several Inclusive Executive Search Agencies. These collaborations help us attract talented individuals from underrepresented groups and backgrounds, creating a more inclusive environment. We provide diverse opportunities for aspiring leaders through entry-level apprenticeships, internships, work placements, and work experience programs. We have developed specific development programs club-wide, including for our senior and executive leaders. We are dedicated to creating a truly diverse and inclusive workplace and intend to continue to work tirelessly to make this a reality.

The club has achieved the PLEDIS Advance Level award through the Premier League, highlighting a collective effort to embed ED&I across the organization. The club was commended for its accessibility provisions and overall approach to ED&I. Additionally, the club has signed the Football Leadership Diversity Code to diversify our leadership and coaching teams.

Sustainability

We recognize the need to move towards a more sustainable economy. We have taken steps to reduce the amount of waste we produce and divert all operational waste away from landfills. We also aim to reduce our use of non-renewable materials, improve our recycling rates and use more recycled materials. We have achieved the Carbon Trust Standard, which recognizes organizations that take a best practice approach to measuring and managing their environmental impacts, and through our Reds Go Green initiative we intend to continue to build on our carbon and renewable energy strategy to improve our performance further.

Intellectual Property

We consider intellectual property to be important to the operation of our business and critical to driving growth in our Commercial revenue, particularly with respect to sponsorship revenue. Certain of our commercial partners have rights to use our intellectual property. In order to protect our brand, we generally have contractual rights to approve uses of our intellectual property by our commercial partners.

We consider our brand to be a key business asset and therefore have a portfolio of Manchester United related registered trademarks and trademark applications. The historic emphasis has been on seeking and maintaining trademark registrations for the words “Manchester United” and the club crest, but that emphasis was then extended to cover the devil device and the words “MUTV” and “Man Utd”. We also actively procure copyright protection and copyright ownership of materials such as literary works, logos, photographic images and audio-visual footage.

Enforcement of our trademark rights is important in maintaining the value of the Manchester United brand. There are numerous instances of third parties infringing our trademarks, for example, through the manufacture and sale of counterfeit products. While it would be cost-prohibitive to take action in all instances, our aim is to consistently reduce the number of Manchester United related trademark infringements by carrying out coordinated, cost-effective enforcement action on a global basis following investigation of suspected trademark infringements. Enforcement action takes a variety of forms. In the United Kingdom, we work with enforcement authorities such as trading standards and customs authorities to seize counterfeit goods and to stop the activities of unauthorized sellers. Overseas enforcement action is taken by approved lawyers and investigators. Those lawyers and investigators are instructed to work with, where feasible, representatives of other football clubs and brands that are experiencing similar issues within the relevant country in order that our enforcement action costs can be minimized as far as possible. We also work with the Premier League in respect of infringements that affect multiple Premier League clubs, in particular in Asia. We also take direct legal action against infringers, for example, by issuing cease and desist letters or seeking compensation when we consider that it is appropriate to do so.

In relation to materials for which copyright protection is available (such as literary works, logos, photographic images and audio-visual footage), our current practice is generally to secure copyright ownership where possible and appropriate. For example, where we are working with third parties and copyright protected materials are being created, we generally try to secure an assignment of the relevant copyright as part of the commercial contract. However, it is not always possible to secure copyright ownership. For example, in the case of audio-visual footage relating to football competitions, copyright will generally vest in the competition organizer and any exploitation by Manchester United Football Club of such footage will be the subject of a license from the competition organizer.

As part of our ongoing investment in intellectual property, we have implemented a program to detect intellectual property infringement in a digital environment and which facilitates taking action against infringers.

Real Property

We own or lease property dedicated to our football and other operations. The most significant of our real properties is Old Trafford. The following table sets out our key owned and leased properties. In connection with our revolving facilities, our secured term loan facility and the senior secured notes, several of our owned properties, including Old Trafford are encumbered with land charges as security for all obligations under those agreements, although the Manchester International Freight Terminal and the Carrington training ground are not encumbered.

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The above properties are owned or leased by Manchester United Football Club Limited, apart from Castlemore Retail Park and Manchester International Freight Terminal which are owned or leased by Alderley Urban Investments Limited.