Dart-linked entity boosts Flutter (FLUT) exposure with 430,612-share total return swap

Rhea-AI Filing Summary

DART KENNETH BRYAN reported open-market purchase transactions in this Form 4 filing.

LBS Limited, an entity associated with Kenneth Bryan Dart, increased its exposure to Flutter Entertainment plc through a cash-settled Total Return Swap referencing 430,612 notional common shares at a reference price of $96.7549 per share. This new swap lifts the aggregate position from previously reported swaps to 18,563,939 notional shares. The swap is scheduled to terminate on March 2, 2028, when it will be cash-settled rather than settled in shares. Under the terms, LBS Limited pays monthly interest based on SOFR and would pay the counterparty if the share price falls below the reference price at maturity, while receiving amounts if the share price rises and also receiving payments equal to any dividends on the referenced shares during the term.

Insights

Derivatives and Insider Transactions Analyst

Large shareholder adds cash-settled swap exposure to Flutter shares.

Kenneth Bryan Dart, through LBS Limited, entered into a cash-settled Total Return Swap referencing 430,612 notional Flutter Entertainment common shares at a reference price of $96.7549. This increases the aggregate notional exposure from prior swaps to 18,563,939 shares.

The swap is scheduled to mature on March 2, 2028, when it will be settled in cash, not stock. LBS Limited pays monthly interest to the counterparty based on SOFR and receives amounts equivalent to dividends on the referenced shares, creating an economic exposure similar to ownership without direct voting rights.

At maturity, LBS Limited bears losses if Flutter’s share price is below the reference price and benefits if it is higher, based on the notional 430,612 shares in this transaction. The filing notes Dart may be deemed to beneficially own these securities through his ownership of LBS Limited and Lake Michigan Limited, while disclaiming beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

Net Buyer: 430,612 shares ($41,663,821)

Net Buy 1 txn

Insider DART KENNETH BRYAN

Role null

Bought 430,612 shs ($41.66M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap	430,612	$96.7549	$41.66M

Holdings After Transaction: Total Return Swap — 18,563,939 shares (Indirect, See Footnote)

Footnotes (1)

1. The reference price for the Swap is $96.7549 per share. The Swap is scheduled to terminate on March 2, 2028, at which time the Swap will be cash-settled. Under the terms of the Swap, at maturity: (i)the Reporting Person will be obligated to pay to the counterparty any decrease in the market price of the referenced shares below the reference price, and (ii) the counterparty will be obligated to pay the Reporting Person any increase in the market price of the referenced shares above the reference price. The Swap requires the Reporting Person to pay monthly interest to the counterparty on the financing leg of the Swap at a rate based on SOFR. Additionally, the Reporting Person is entitled to receive payments from the counterparty equal to any dividends paid on the referenced shares during the term of the Swap. LBS Limited is the party to the reported transaction and the direct 'holder' of the 'notional' shares. Lake Michigan Limited and LBS Limited were parties to previously reported swap transactions that provide an aggregate position in 18,133,327 'notional' shares. As owner of LBS Limited and Lake Michigan Limited, Mr. Dart may be deemed to beneficially own the reported securities, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

Key Figures

New swap notional size: 430,612 notional shares Swap reference price: $96.7549 per share Aggregate notional exposure: 18,563,939 notional shares +3 more

6 metrics

New swap notional size 430,612 notional shares Total Return Swap on Flutter common stock

Swap reference price $96.7549 per share Price used to calculate cash settlement at maturity

Aggregate notional exposure 18,563,939 notional shares Total position after adding this swap

Maturity date March 2, 2028 Scheduled termination and cash settlement of the swap

Previously reported notional swaps 18,133,327 notional shares Existing swap exposure before this transaction

Monthly interest basis SOFR-based rate Interest LBS Limited pays on the financing leg

Key Terms

Total Return Swap, SOFR, notional shares, pecuniary interest

4 terms

Total Return Swap financial

"LBS Limited is the party to the reported transaction and the direct 'holder' of the 'notional' shares."

A total return swap is a private contract where one party pays the full economic performance of an asset (income plus price changes) to another party, while receiving a set payment such as a fixed rate or short-term interest in return. It matters to investors because it lets someone gain or shed exposure to an asset’s gains or losses without owning it, offering a way to borrow, hedge, or take leveraged positions while relying on the other party to make payments.

SOFR financial

"The Swap requires the Reporting Person to pay monthly interest to the counterparty on the financing leg of the Swap at a rate based on SOFR."

The Secured Overnight Financing Rate (SOFR) is a market benchmark that measures the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Investors watch SOFR because it acts like a speedometer for short-term interest costs—affecting loan rates, bond yields and the pricing of interest-rate contracts—so movements change borrowing expenses, cash returns and the value of interest-sensitive investments.

notional shares financial

"LBS Limited is the party to the reported transaction and the direct 'holder' of the 'notional' shares."

pecuniary interest financial

"Mr. Dart may be deemed to beneficially own the reported securities, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/29/2026 - 04:16 PM Accepted by SEC EDGAR 06/29/2026 - 04:15 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DART KENNETH BRYAN

(Last) (First) (Middle)

P. O. BOX 31300

(Street)

GRAND CAYMAN

(City) (State) (Zip)

CAYMAN ISLANDS

(Country)

2. Issuer Name and Ticker or Trading Symbol
Flutter Entertainment plc [ FLUT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Total Return Swap	(1)	06/25/2026		P/K		430,612		03/02/2028	03/02/2028	Common Stock	430,612	$96.7549	18,563,939(2)	I	See Footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $96.7549 per share. The Swap is scheduled to terminate on March 2, 2028, at which time the Swap will be cash-settled. Under the terms of the Swap, at maturity: (i)the Reporting Person will be obligated to pay to the counterparty any decrease in the market price of the referenced shares below the reference price, and (ii) the counterparty will be obligated to pay the Reporting Person any increase in the market price of the referenced shares above the reference price. The Swap requires the Reporting Person to pay monthly interest to the counterparty on the financing leg of the Swap at a rate based on SOFR. Additionally, the Reporting Person is entitled to receive payments from the counterparty equal to any dividends paid on the referenced shares during the term of the Swap.

2. LBS Limited is the party to the reported transaction and the direct 'holder' of the 'notional' shares. Lake Michigan Limited and LBS Limited were parties to previously reported swap transactions that provide an aggregate position in 18,133,327 'notional' shares. As owner of LBS Limited and Lake Michigan Limited, Mr. Dart may be deemed to beneficially own the reported securities, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

	/s/Kenneth B Dart	06/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Kenneth Bryan Dart’s associated entity do in this Flutter (FLUT) Form 4?

An entity owned by Kenneth Bryan Dart, LBS Limited, entered into a cash-settled Total Return Swap referencing 430,612 notional Flutter common shares. This derivative increases its aggregate swap-based exposure to 18,563,939 notional shares tied to Flutter’s share price performance and dividends.

What is the size and reference price of the new Flutter (FLUT) Total Return Swap?

The new Total Return Swap references 430,612 notional Flutter common shares at a reference price of $96.7549 per share. That price is the level used at maturity to determine cash payments between LBS Limited and the swap counterparty based on Flutter’s share price performance.

When does the Dart-linked Total Return Swap on Flutter (FLUT) shares mature?

The Total Return Swap tied to Flutter common stock is scheduled to terminate on March 2, 2028. On that date, the position will be cash-settled, with one party paying the other depending on Flutter’s share price versus the $96.7549 reference price used in the contract.

Does Kenneth Bryan Dart directly hold the Flutter (FLUT) shares referenced in the swap?

No, the filing explains LBS Limited is the direct holder of the notional shares in the swap, and settlements are in cash. Dart owns LBS Limited and may be deemed a beneficial owner, but he disclaims beneficial ownership except to the extent of his pecuniary interest in the securities.

How large is the Dart-related aggregate swap exposure to Flutter (FLUT) after this transaction?

The footnotes state that previously reported swap transactions covered 18,133,327 notional shares. Adding this new 430,612-share swap brings the aggregate position to 18,563,939 notional shares, giving Dart-associated entities substantial derivative exposure to Flutter’s share price and dividends without direct share ownership.

What payments are exchanged under the Flutter (FLUT) Total Return Swap?

LBS Limited must pay monthly interest to the swap counterparty on the financing leg at a rate based on SOFR. In return, it receives payments equal to any dividends on the referenced Flutter shares and, at maturity, a cash amount reflecting share price changes versus the $96.7549 reference price.