Large Flutter (FLUT) holder gains swap exposure to 553K notional shares

Rhea-AI Filing Summary

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

Lake Michigan Limited, an entity owned by Kenneth Bryan Dart, entered into a Total Return Swap referencing 553,522 shares of Flutter Entertainment common stock at a reference price of $101.9655 per share. The swap is scheduled to terminate on March 2, 2028 and will be cash-settled, with Dart entitled to payments reflecting any price increases and dividends, and obligated to pay any price decreases and financing interest based on OBFR. Through ownership of Lake Michigan Limited and LBS Limited, Dart may be deemed to beneficially own these derivative positions but disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

Net Buyer: 553,522 shares ($56,440,147)

Net Buy 1 txn

Insider DART KENNETH BRYAN

Role null

Bought 553,522 shs ($56.44M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap	553,522	$101.9655	$56.44M

Holdings After Transaction: Total Return Swap — 12,469,734 shares (Indirect, See footnote)

Footnotes (1)

1. The reference price for the Swap is $101.9655 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 OBFR. 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. Lake Michigan Limited is the party to the reported transaction and direct "holder" of the "notional" shares. LBS Limited is a party to previously reported swap transactions that provide an aggregate position in 7,453,418 "notional" shares. As owner of Lake Michigan Limited and LBS 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: 553,522 shares Reference price: $101.9655 per share Swap maturity date: March 2, 2028 +2 more

5 metrics

New swap notional 553,522 shares Total Return Swap referencing Flutter common stock

Reference price $101.9655 per share Price used to determine swap gains or losses

Swap maturity date March 2, 2028 Scheduled termination, cash-settled at maturity

Post-transaction position 12,469,734 shares Total shares following transaction as reported in Form 4

Previously reported swaps 7,453,418 shares Aggregate notional shares via LBS Limited swaps

Key Terms

Total Return Swap, reference price, cash-settled, OBFR, +2 more

6 terms

Total Return Swap financial

"The reference price for the Swap is $101.9655 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.

reference price financial

"The reference price for the Swap is $101.9655 per share."

cash-settled financial

"The Swap is scheduled to terminate on March 2, 2028, at which time the Swap will be cash-settled."

Cash-settled describes a financial contract that is resolved by paying the monetary difference between agreed and actual prices, instead of delivering the underlying asset. For investors, it matters because it simplifies trades—like settling a bet with cash rather than handing over the item—and affects liquidity, tax treatment, and counterparty exposure, since you receive or pay only the value change rather than owning or transferring the actual security or commodity.

OBFR financial

"The Swap requires the Reporting Person to pay monthly interest ... at a rate based on OBFR."

notional shares financial

"direct "holder" of the "notional" shares."

pecuniary interest financial

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

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)
04/17/2026

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)	04/17/2026		P/K		553,522		03/02/2028	03/02/2028	Common Stock	553,522	$101.9655	12,469,734(2)	I	See footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $101.9655 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 OBFR. 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. Lake Michigan Limited is the party to the reported transaction and direct "holder" of the "notional" shares. LBS Limited is a party to previously reported swap transactions that provide an aggregate position in 7,453,418 "notional" shares. As owner of Lake Michigan Limited and LBS 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	04/21/2026
	** 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 affiliated entity do in this Flutter (FLUT) Form 4?

An affiliated entity of Kenneth Bryan Dart, Lake Michigan Limited, entered into a Total Return Swap referencing 553,522 Flutter Entertainment shares at a $101.9655 reference price. The position is economic exposure, not direct share ownership, and settles in cash at maturity.

How large is the new Total Return Swap position reported for Flutter (FLUT)?

The newly reported Total Return Swap references 553,522 notional Flutter Entertainment common shares at a $101.9655 per share reference price. This adds to previously reported swap positions providing exposure to 7,453,418 notional shares through another Dart-owned entity, LBS Limited.

When does the reported Total Return Swap on Flutter (FLUT) terminate and how is it settled?

The Total Return Swap is scheduled to terminate on March 2, 2028 and will be cash-settled. At maturity, Dart’s entity pays any decline below $101.9655 per share, while receiving any increase above that reference price from the counterparty, rather than receiving actual shares.

What payments are exchanged under Kenneth Dart’s Flutter (FLUT) Total Return Swap?

Under the swap, Lake Michigan Limited must pay monthly interest on the financing leg at a rate based on OBFR. In return, it is entitled to receive payments mirroring any dividends and stock price increases on the 553,522 referenced Flutter shares over the swap’s term.

How does this Form 4 describe Kenneth Bryan Dart’s beneficial ownership in Flutter (FLUT)?

The filing explains that Lake Michigan Limited and LBS Limited are the direct holders of the notional swap positions. As their owner, Kenneth Bryan Dart may be deemed to beneficially own the reported securities but disclaims beneficial ownership except to the extent of his pecuniary interest.

Is the Flutter (FLUT) swap transaction a direct purchase of common stock?

No, the transaction is a derivative in the form of a Total Return Swap on 553,522 notional shares. It provides economic exposure to Flutter’s share price and dividends, but will be settled in cash at maturity rather than through delivery of common stock.