Dart-linked entity boosts Flutter (NYSE: FLUT) exposure with 150k-share swap

Rhea-AI Filing Summary

LBS Limited, an entity owned by Kenneth Bryan Dart, entered into a new Total Return Swap referencing 150,000 notional shares of Flutter Entertainment common stock at a reference price of $98.5340 per share. The swap was executed as an open-market purchase and is scheduled to be cash-settled at maturity on March 2, 2028.

Including this transaction, swap agreements held by LBS Limited and Lake Michigan Limited provide exposure to an aggregate of 16,463,518 notional shares. Mr. Dart, as owner of these entities, may be deemed to beneficially own the referenced securities but disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

Net Buyer: 150,000 shares ($14,780,100)

Net Buy 1 txn

Insider DART KENNETH BRYAN

Role null

Bought 150,000 shs ($14.78M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap	150,000	$98.534	$14.78M

Holdings After Transaction: Total Return Swap — 16,463,518 shares (Indirect, See footnote)

Footnotes (1)

1. The reference price for the Swap is $98.5340 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 16,313,518 "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

Notional shares in new swap: 150,000 shares Reference price per share: $98.5340/share Aggregate notional exposure after trade: 16,463,518 shares +3 more

6 metrics

Notional shares in new swap 150,000 shares Total Return Swap referencing Flutter common stock

Reference price per share $98.5340/share Swap reference price for Flutter common stock

Aggregate notional exposure after trade 16,463,518 shares Notional shares across swaps held by LBS and Lake Michigan

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

Post-transaction position in filing 16,463,518 shares Total shares following transaction as reported in Form 4

Interest benchmark SOFR-based rate Monthly interest paid on the financing leg of the swap

Key Terms

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

5 terms

Total Return Swap financial

"LBS Limited is the party to the reported transaction and 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.

reference price financial

"The reference price for the Swap is $98.5340 per share."

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

beneficially own 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."

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)
05/22/2026

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)	05/22/2026		P/K		150,000		03/02/2028	03/02/2028	Common Stock	150,000	$98.534	16,463,518(2)	I	See footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $98.5340 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 16,313,518 "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	05/27/2026
	** 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 Kenneth Dart-linked entities do in this Flutter (FLUT) Form 4?

An entity owned by Kenneth Dart entered a new Total Return Swap referencing 150,000 Flutter common shares. The swap increases derivative exposure and is treated as an open-market purchase of notional shares, cash-settled at maturity in March 2028.

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

The new Total Return Swap references 150,000 notional Flutter common shares at a reference price of $98.5340 per share. This adds to existing swap positions, contributing to an aggregate exposure of 16,463,518 notional shares held through related entities.

When does the reported Flutter (FLUT) Total Return Swap transaction mature?

The Total Return Swap is scheduled to terminate on March 2, 2028, and will be cash-settled at that time. Until maturity, the parties exchange payments tied to changes in Flutter’s share price, interest on the financing leg, and any dividends on referenced shares.

Who is the direct party to the Flutter (FLUT) swap reported on Form 4?

LBS Limited is the direct party to the swap and holder of the notional shares. It and Lake Michigan Limited hold swap positions together, while Kenneth Dart owns these entities and may be deemed a beneficial owner, subject to his pecuniary interest.

What economic terms govern the Flutter (FLUT) Total Return Swap position?

The swap uses a $98.5340 reference price per share and is cash-settled at maturity. The Dart-linked entity pays monthly interest based on SOFR and receives payments equal to any share price increases and dividends on the referenced Flutter shares.

How much total exposure do Dart-related entities have to Flutter (FLUT) via swaps?

After this transaction, swap agreements involving LBS Limited and Lake Michigan Limited provide an aggregate position in 16,463,518 notional Flutter shares. This figure reflects previously reported swaps plus the newly added 150,000-share Total Return Swap exposure.