Flutter Entertainment (NYSE: FLUT) holder enters 118,128-share total return swap

Rhea-AI Filing Summary

Flutter Entertainment plc ten percent owner Kenneth Bryan Dart, through his ownership of LBS Limited, reported a purchase of a Total Return Swap referencing 118,128 shares of Flutter Entertainment common stock at a reference price of $99.6819 per share. The swap is scheduled to terminate on March 2, 2028 and will be cash-settled at maturity.

Under the swap, Dart (via LBS Limited) pays monthly interest to the counterparty at a rate based on SOFR and is entitled to payments equal to any dividends on the referenced shares, plus gains or minus losses versus the reference price. Following this transaction, swap positions held by LBS Limited and Lake Michigan Limited provide exposure to 19,024,258 notional shares. Dart may be deemed to beneficially own these securities but disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider DART KENNETH BRYAN

Role 10% Owner

Bought 118,128 shs ($11.78M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap F1, F2	118,128	$99.6819	$11.78M

Holdings After Transaction: Total Return Swap — 19,024,258 shares (Indirect, See footnote)

Footnotes (2)

1. F1. The reference price for the Swap is $99.6819 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. F2. 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 18,906,130 "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

Total Return Swap notional amount: 118,128 shares Swap reference price: $99.6819 per share Swap maturity date: March 2, 2028 +2 more

5 metrics

Total Return Swap notional amount 118,128 shares Common shares of Flutter Entertainment referenced by the new Total Return Swap

Swap reference price $99.6819 per share Price per share used to determine cash settlement of the swap at maturity

Swap maturity date March 2, 2028 Scheduled termination date when the Total Return Swap will be cash-settled

Post-transaction notional exposure 19,024,258 shares Notional Flutter shares referenced in swap positions after this transaction

Previously reported notional swaps 18,906,130 shares Aggregate notional shares referenced by earlier swap transactions of LBS Limited and Lake Michigan Limited

Key Terms

Total Return Swap, reference price, SOFR, notional shares, +1 more

5 terms

Total Return Swap financial

"reported a purchase of a Total Return Swap referencing 118,128 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.

reference price financial

"The reference price for the Swap is $99.6819 per share."

A reference price is a single benchmark price set by an exchange or market system that serves as the starting point for trading measures such as opening auctions, daily price limits, or short-term comparisons. For investors it matters because it anchors how gains, losses and allowable price movement are calculated—like a tide level that tells you how far the market can legally or normally move from that starting point—so it affects order execution and risk management.

SOFR financial

"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

"provide an aggregate position in 18,906,130 "notional" shares."

pecuniary interest financial

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

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/27/2026 - 05:16 PM Accepted by SEC EDGAR 07/27/2026 - 05:16 PM Learn about SEC filing dates

FAQ

What transaction did Kenneth Dart report for Flutter Entertainment (FLUT)?

Kenneth Dart, via LBS Limited, reported acquiring a Total Return Swap referencing 118,128 shares of Flutter Entertainment common stock. The swap has a reference price of $99.6819 per share and is scheduled to be cash-settled at maturity on March 2, 2028.

How does the reported Total Return Swap affect Dart’s exposure to FLUT shares?

After this transaction, swap positions held by LBS Limited and Lake Michigan Limited reference 19,024,258 notional shares of Flutter Entertainment. The new swap adds 118,128 notional shares on top of previously reported positions, increasing Dart’s economic exposure through derivatives rather than direct share ownership.

Who is the direct holder of the notional FLUT shares in the swap?

The filing states that LBS Limited is the party to the swap and the direct holder of the notional shares. LBS Limited and Lake Michigan Limited together hold previously reported swaps. As owner of these entities, Dart may be deemed a beneficial owner but disclaims ownership beyond his pecuniary interest.

What are the key economic terms of Kenneth Dart’s Total Return Swap on FLUT?

The swap references 118,128 shares at a $99.6819 reference price and matures on March 2, 2028. Dart, through LBS Limited, pays monthly interest based on SOFR and receives payments equal to dividends and any share price appreciation, or pays any depreciation, versus the reference price.

Is the Total Return Swap on FLUT physically settled or cash-settled?

The filing specifies that the Total Return Swap will be cash-settled at maturity on March 2, 2028. This means no actual Flutter Entertainment shares are delivered; instead, the parties exchange cash based on the difference between the market price and the $99.6819 reference price.

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)
07/23/2026

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)	07/23/2026		P/K		118,128		03/02/2028	03/02/2028	Common Stock	118,128	$99.6819	19,024,258(2)	I	See footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $99.6819 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 18,906,130 "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	07/27/2026
	** 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)