Large Flutter (FLUT) stakeholder builds new Total Return Swap exposure

Rhea-AI Filing Summary

Flutter Entertainment plc insider filing shows a new derivatives position linked to its shares. An entity associated with Kenneth Bryan Dart, Lake Michigan Limited, entered into a Total Return Swap referencing 134,234 shares of Flutter common stock at a reference price of $105.6409 per share. The swap, recorded as an open-market purchase of a derivative, is scheduled to terminate on March 2, 2028 and will be cash-settled at maturity based on the change in Flutter’s share price versus the reference price. Lake Michigan Limited must pay any price decrease to the counterparty and will receive any price increase, along with payments equal to dividends on the referenced shares while paying monthly interest based on OBFR. The filing reports 13,262,204 derivative-linked shares following this transaction and notes previously reported swaps via LBS Limited covering 7,453,418 additional notional shares.

Insights

Derivatives & equity ownership analyst

Large shareholder adds cash‑settled swap exposure tied to Flutter shares.

The filing shows Lake Michigan Limited, an entity owned by Kenneth Bryan Dart, entering a Total Return Swap on 134,234 notional Flutter shares at a reference price of $105.6409. This is a derivative exposure rather than outright share ownership.

At maturity on March 2, 2028, the party will pay any share price decline below the reference price and receive any increase, plus dividend-equivalent payments, while paying monthly interest based on OBFR. The position sits alongside previously reported swaps via LBS Limited on 7,453,418 notional shares, indicating a sizable synthetic exposure.

The transaction is recorded as an open-market purchase of a derivative with total referenced shares following the transaction of 13,262,204, suggesting this is one component of a broader derivatives strategy rather than a one-off trade.

Insider Trade Summary

Net Buyer: 134,234 shares ($14,180,601)

Net Buy 1 txn

Insider DART KENNETH BRYAN

Role null

Bought 134,234 shs ($14.18M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap	134,234	$105.6409	$14.18M

Holdings After Transaction: Total Return Swap — 13,262,204 shares (Indirect, See footnote)

Footnotes (1)

1. The reference price for the Swap is $105.6409 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

Swap notional shares: 134,234 shares Swap reference price: $105.6409 per share Shares following transaction: 13,262,204 shares +2 more

5 metrics

Swap notional shares 134,234 shares Total Return Swap reference amount

Swap reference price $105.6409 per share Price level used to settle the swap

Shares following transaction 13,262,204 shares Derivative-linked shares after this swap

Additional swap exposure 7,453,418 shares Previously reported notional shares via LBS Limited

Swap maturity date March 2, 2028 Scheduled termination and cash settlement date

Key Terms

Total Return Swap, notional shares, OBFR, cash-settled, +1 more

5 terms

Total Return Swap financial

"entered into a Total Return Swap referencing 134,234 shares of Flutter common stock"

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

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

OBFR financial

"monthly interest to the counterparty on the financing leg of the Swap at a rate based on OBFR"

cash-settled financial

"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.

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)
04/23/2026

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)	04/23/2026		P/K		134,234		03/02/2028	03/02/2028	Common Stock	134,234	$105.6409	13,262,204(2)	I	See footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $105.6409 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	04/27/2026
	** 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 the Flutter (FLUT) affiliated entity do in this Form 4 filing?

An entity owned by Kenneth Bryan Dart, Lake Michigan Limited, entered a Total Return Swap referencing 134,234 Flutter shares at $105.6409 per share. The swap provides cash-settled economic exposure to Flutter’s share price and dividends without direct share ownership.

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

The swap references 134,234 notional Flutter common shares at a reference price of $105.6409 per share. This position adds to existing swap arrangements and contributes to 13,262,204 derivative-linked shares reported following the transaction in the Form 4 filing.

When does the new Flutter (FLUT) Total Return Swap mature and how is it settled?

The Total Return Swap is scheduled to terminate on March 2, 2028 and will be cash-settled at maturity. Payments depend on how Flutter’s share price compares to the $105.6409 reference price, rather than involving any physical delivery of shares.

Who is the actual party to the Flutter (FLUT) swap transaction in the Form 4?

Lake Michigan Limited is the direct party to the reported Total Return Swap and holder of the notional shares. As owner of Lake Michigan Limited, Kenneth Bryan Dart may be deemed to beneficially own the position but disclaims beneficial ownership except for his pecuniary interest.

What ongoing payments are involved in the Flutter (FLUT) Total Return Swap?

Lake Michigan Limited must pay monthly interest to the counterparty on the financing leg at a rate based on OBFR. In return, it is entitled to receive payments equal to any dividends paid on the 134,234 referenced Flutter shares during the swap’s term.

Are there other swap positions related to Flutter (FLUT) mentioned in the filing?

Yes. Footnotes state that LBS Limited is a party to previously reported swap transactions providing an aggregate position in 7,453,418 notional Flutter shares. Together with Lake Michigan Limited, these entities create a substantial synthetic economic exposure to Flutter stock.