Major Flutter (FLUT) holder boosts exposure via 418K-share total return swap

Rhea-AI Filing Summary

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

Flutter Entertainment plc disclosed that an entity associated with major shareholder Kenneth Bryan Dart entered into a new total return swap referencing 418,077 shares of Flutter common stock. The swap was acquired in an open-market transaction at a reference price of $94.7179 per share.

The derivative is held indirectly through LBS Limited, which is the direct party to the swap. The instrument is scheduled to terminate on March 2, 2028 and will be cash-settled based on the change in Flutter’s share price relative to the reference price.

After this transaction, Dart’s affiliated entities report economic exposure linked to 14,598,606 shares through similar swap arrangements. The terms require the Dart-affiliated entity to pay the counterparty if Flutter’s share price falls below the reference level, and receive payments if it rises, while also paying SOFR-based financing costs and receiving dividend-equivalent payments. Dart may be deemed a beneficial owner but disclaims ownership beyond his pecuniary interest.

Insights

Equity derivatives and governance analyst

Large shareholder increases economic exposure via cash-settled swap, without direct share purchases or voting rights.

A Dart-affiliated entity, LBS Limited, entered a total return swap over 418,077 Flutter shares at a reference price of $94.7179 per share, adding to an already sizable swap-based position. This is an economic bet on Flutter’s share price, not a direct share acquisition.

The swap is cash-settled at maturity on March 2, 2028. The Dart entity will pay the counterparty if Flutter’s price ends below the reference level and receive cash if it ends above, while paying SOFR-based financing and collecting dividend-equivalent cash flows. This structure provides leverage and economic exposure without altering the public share float.

LBS Limited and another Dart-affiliated entity previously held swaps over 13,480,529 notional shares, and post-transaction the filing shows exposure tied to 14,598,606 shares. Because the position is derivative and beneficial ownership is disclaimed beyond pecuniary interest, this is best viewed as a large shareholder adjusting economic exposure rather than a traditional insider stock purchase.

Insider Trade Summary

Net Buyer: 418,077 shares ($39,599,375)

Net Buy 1 txn

Insider DART KENNETH BRYAN

Role null

Bought 418,077 shs ($39.60M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap	418,077	$94.7179	$39.60M

Holdings After Transaction: Total Return Swap — 14,598,606 shares (Indirect, See footnote)

Footnotes (1)

1. The reference price for the Swap is $94.7179 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 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 13,480,529 "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

Swap reference shares: 418,077 shares Reference price: $94.7179 per share Total position following transaction: 14,598,606 shares +2 more

5 metrics

Swap reference shares 418,077 shares Total return swap notional amount

Reference price $94.7179 per share Swap reference price for Flutter common stock

Total position following transaction 14,598,606 shares Shares linked to Dart-affiliated swap exposure after trade

Swap maturity March 2, 2028 Scheduled cash-settlement date of the total return swap

Prior notional exposure 13,480,529 shares Previously reported swap notional shares for Dart entities

Key Terms

Total Return Swap, notional shares, SOFR, pecuniary interest, +1 more

5 terms

Total Return Swap financial

"The reference price for the Swap is $94.7179 per share."

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.

notional shares financial

"previously reported swap transactions that provide an aggregate position in 13,480,529 "notional" shares."

SOFR financial

"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.

pecuniary interest financial

"disclaims such beneficial ownership except to the extent of his pecuniary interest therein."

beneficially own financial

"Mr. Dart may be deemed to beneficially own the reported securities but disclaims such beneficial ownership"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Form 4 Insider Transactions: What Each Field Means →

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)
05/13/2026

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)	05/13/2026		P/K		418,077		03/02/2028	03/02/2028	Common Stock	418,077	$94.7179	14,598,606(2)	I	See footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $94.7179 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 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 13,480,529 "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	05/15/2026
	** 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 insider transaction did Flutter Entertainment (FLUT) report in this Form 4?

Flutter reported that an entity associated with major shareholder Kenneth Bryan Dart entered a total return swap referencing 418,077 Flutter shares. The swap is an open-market derivative purchase, giving cash-settled economic exposure rather than direct ownership of common stock.

Who actually holds the new total return swap reported for Flutter (FLUT)?

The swap is held by LBS Limited, which is the direct party to the transaction and the holder of the notional shares. LBS Limited and Lake Michigan Limited are Dart-affiliated entities; Dart may be deemed a beneficial owner but disclaims ownership beyond his pecuniary interest.

What are the key terms of the Dart-related total return swap on Flutter (FLUT) shares?

The swap references 418,077 shares at a $94.7179 reference price and is scheduled to terminate on March 2, 2028. It will be cash-settled, with payments based on Flutter’s share price changes, plus SOFR-based financing and dividend-equivalent payments.

How large is Kenneth Dart’s overall swap exposure to Flutter Entertainment (FLUT)?

Before this trade, Dart-affiliated entities held swaps over 13,480,529 notional shares. After adding the new 418,077-share swap, the filing reports a position tied to 14,598,606 shares through similar derivative arrangements, representing significant economic exposure to Flutter’s equity performance.

Does the Dart total return swap give voting rights in Flutter Entertainment (FLUT)?

The filing describes a cash-settled total return swap referencing Flutter shares, which typically provides only economic exposure. The document emphasizes notional shares and pecuniary interest, without indicating voting or direct investment authority over the underlying common stock.

What obligations does the Dart-affiliated entity have under the Flutter (FLUT) swap?

At maturity, if Flutter’s market price is below the $94.7179 reference level, the Dart-affiliated entity must pay the decrease to the counterparty. It must also pay monthly interest based on SOFR, while receiving any gains above the reference price and dividend-equivalent amounts.