Flutter Entertainment (FLUT) holder enters new total return swap positions

Rhea-AI Filing Summary

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

Flutter Entertainment plc large shareholder Kenneth Bryan Dart, through LBS Limited and Lake Michigan Limited, entered two cash-settled total return swaps on Flutter common stock on 2026-08-05. The swaps reference 885,900 and 817,815 notional shares at reference prices of $93.5779 and $91.4129 per share and mature on March 2, 2028. The swaps exchange equity performance for cash, with interest on the financing leg based on SOFR or OBFR and dividend-equivalent payments. Dart’s entities are also parties to previously reported swaps covering 19,024,258 notional shares, and he disclaims beneficial ownership beyond his pecuniary interest.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider DART KENNETH BRYAN

Role 10% Owner

Bought 1,703,715 shs ($157.66M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap F1, F2	885,900	$93.5779	$82.90M
Purchase	Total Return Swap F3, F2	817,815	$91.4129	$74.76M

Holdings After Transaction: Total Return Swap — 20,727,973 shares (Indirect, See footnote)

Footnotes (3)

1. F1. The reference price for the Swap is $93.5779 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 and Lake Michigan Limited are parties to the reported transactions and direct "holder" of the "notional" shares. These were parties to previously reported swap transactions that provide an aggregate position in 19,024,258 "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.
3. F3. The reference price for the Swap is $91.4129 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.

Key Figures

Notional shares in first swap: 885,900 shares Notional shares in second swap: 817,815 shares Reference price first swap: $93.5779 per share +3 more

6 metrics

Notional shares in first swap 885,900 shares Total return swap on Flutter common stock entered 2026-08-05

Notional shares in second swap 817,815 shares Second total return swap on Flutter common stock entered 2026-08-05

Reference price first swap $93.5779 per share Reference price governing cash settlement of first total return swap

Reference price second swap $91.4129 per share Reference price governing cash settlement of second total return swap

Swap maturity date March 2, 2028 Scheduled termination date when both swaps will be cash-settled

Previously reported swap notional position 19,024,258 notional shares Aggregate notional shares from previously reported swaps via LBS Limited and Lake Michigan Limited

Key Terms

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

6 terms

Total Return Swap financial

"LBS Limited and Lake Michigan Limited are parties to the reported transactions 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 $93.5779 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.

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.

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.

OBFR 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 OBFR."

pecuniary interest 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."

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

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Available on EDGAR 08/07/2026 - 05:27 PM Accepted by SEC EDGAR 08/07/2026 - 05:26 PM Learn about SEC filing dates

FAQ

What did Kenneth Dart report in Flutter (FLUT) on this Form 4?

Kenneth Bryan Dart reported two cash-settled total return swaps on Flutter common stock, referencing 885,900 and 817,815 notional shares with reference prices of $93.5779 and $91.4129 per share, maturing March 2, 2028.

How are the new Flutter (FLUT) swaps structured for Kenneth Dart?

Each swap is cash-settled at maturity. Dart’s entities pay any decrease below the reference price and receive any increase above it, plus payments equal to dividends on the referenced shares, while paying interest based on SOFR or OBFR.

Who legally holds the swap positions reported for Flutter (FLUT)?

The swaps are held by LBS Limited and Lake Michigan Limited, which are the direct holders of the notional shares. As owner of these entities, Dart may be deemed to beneficially own the securities but disclaims ownership beyond his pecuniary interest.

What is the maturity date of Kenneth Dart’s new Flutter (FLUT) swaps?

Both total return swaps are scheduled to terminate on March 2, 2028. At that time they will be cash-settled based on Flutter’s market price versus the reference prices, with final payments exchanged between Dart’s entities and the counterparties.

What prior swap exposure is disclosed for Flutter (FLUT) in this filing?

LBS Limited and Lake Michigan Limited are said to be parties to previously reported swap transactions that provide an aggregate position in 19,024,258 notional shares. This figure relates to earlier swaps in addition to the newly reported positions.

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)
08/05/2026

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)	08/05/2026		P/K		885,900		03/02/2028	03/02/2028	Common Stock	885,900	$93.5779	19,910,158(2)	I	See footnote(2)
Total Return Swap	(3)	08/05/2026		P/K		817,815		03/02/2028	03/02/2028	Common Stock	817,815	$91.4129	20,727,973(2)	I	See footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $93.5779 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 and Lake Michigan Limited are parties to the reported transactions and direct "holder" of the "notional" shares. These were parties to previously reported swap transactions that provide an aggregate position in 19,024,258 "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.

3. The reference price for the Swap is $91.4129 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.

	/s/Kenneth B Dart	08/07/2026
	** 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)