曼联 2025年年度报告和过渡报告

FORM20-F (MarkOne)☐REGISTRATION STATEMENT PURSUANT TO SECTION12(b) OR (g)OF THE SECURITIES EXCHANGE ACT OF1934OR☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the fiscal year ended30June 2025OR☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934OR☐SHELL COMPANY REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 Sir Matt Busby Way,Old Trafford,Manchester,England,M160RA(Address of principal executive offices)Omar BerradaChief Executive OfficerSir Matt Busby Way,Old Trafford,Manchester,England,M160RATelephone No.011 44(0)161868 8000E-mail:ir@manutd.co.uk(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)Securities registered or to be registered pursuant to Section12(b) of the Act: Name of each exchange on which registeredNew York Stock Exchange Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period coveredby the annual report.56,080,686Class A ordinary shares 116,348,173Class B ordinary sharesIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13or 15(d) of the Securities Exchange Act of 1934.Yes☐No☒ Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section13 or 15(d) of the SecuritiesExchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject tosuch filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growthcompany. See definition of “large accelerated filer”, “accelerated filer”, and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☒Non-accelerated filer☐Emerging growth company☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† providedpursuant to Section 13(a) of the Exchange Act.☐ Table of Contents † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to itsAccounting Standards Codification after April 5, 2012. Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has Item17☐Item18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ TABLE OF CONTENTS PageGENERAL INFORMATIONiiPRESENTATION OF FINANCIAL AND OTHER DATAiiiFORWARD-LOOKING STATEMENTSiiiRISK FACTOR SUMMARY1PART IITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS3ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE3ITEM 3.KEY INFORMATION3ITEM 4.INFORMATION ON THE COMPANY26ITEM 4A.UNRESOLVED STAFF COMMENTS45ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS45ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES60ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS69ITEM 8.FINANCIAL INFORMATION72ITEM 9.THE OFFER AND LISTING73ITEM 10.ADDITIONAL INFORMATION73ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK79ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES80PART IIITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES81ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS81ITEM 15.CONTROLS AND PROCEDURES81ITEM 16.[RESERVED]82ITEM16A.AUDIT COMMITTEE FINANCIAL EXPERT82ITEM16B.CODE OF ETHICS82ITEM16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES82ITEM16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES83ITEM16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS83ITEM16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT83ITEM16G.CORPORATE GOVERNANCE84ITEM16H.MINE SAFETY DISCLOSURE84ITEM 16I.DISCLOSURE REGARDING FOREIGN JUR