Major Flutter (FLUT) shareholder boosts 17.1M-share synthetic swap exposure

Rhea-AI Filing Summary

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

Flutter Entertainment plc major shareholder Kenneth Bryan Dart, through affiliated entity LBS Limited, entered into a new total return swap referencing 94,616 shares of Flutter common stock. The swap has a reference price of $99.9609 per share and is scheduled to terminate on March 2, 2028, when it will be cash-settled.

Including previously reported swaps, the aggregate position now references 17,071,501 notional shares. LBS Limited is the direct party to the swap, and Mr. Dart may be deemed to beneficially own the position through his ownership of LBS Limited and Lake Michigan Limited, while disclaiming beneficial ownership except to the extent of his pecuniary interest.

Insights

Derivatives & Insider Transactions Analyst

Large shareholder adds derivative exposure via cash‑settled total return swap.

The filing shows an affiliated entity of major shareholder Kenneth Bryan Dart entering a new total return swap on 94,616 notional Flutter shares at a $99.9609 reference price. This increases an already substantial synthetic position to 17,071,501 notional shares.

The swap is cash-settled at maturity on March 2, 2028, with Dart’s entity paying any decline below the reference price and receiving gains above it, plus dividend-equivalent payments. Because the position is derivative, cash-settled, and held through entities with a beneficial-ownership disclaimer, it does not change actual share count or voting control. Overall this looks like an economic exposure adjustment rather than a traditional open-market share purchase.

Insider Trade Summary

Net Buyer: 94,616 shares ($9,457,901)

Net Buy 1 txn

Insider DART KENNETH BRYAN

Role null

Bought 94,616 shs ($9.46M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap	94,616	$99.9609	$9.46M

Holdings After Transaction: Total Return Swap — 17,071,501 shares (Indirect, See Footnote)

Footnotes (1)

1. The reference price for the Swap is $99.9609 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 the 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 16,976,885 '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

New swap notional size: 94,616 notional shares Reference price: $99.9609 per share Aggregate notional position: 17,071,501 notional shares +2 more

5 metrics

New swap notional size 94,616 notional shares Underlying Flutter common stock of new total return swap

Reference price $99.9609 per share Swap reference price for Flutter common stock

Aggregate notional position 17,071,501 notional shares Total notional shares across reported swap transactions

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

Post-transaction notional holding 17,071,501 shares Total notional shares following this transaction in Form 4

Key Terms

Total Return Swap, notional shares, SOFR, pecuniary interest, +1 more

5 terms

Total Return Swap financial

"entered into a new total return swap referencing 94,616 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

"provide an aggregate position in 16,976,885 'notional' shares"

SOFR financial

"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.

pecuniary interest financial

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

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.

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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)
06/03/2026

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)	06/03/2026		P/K		94,616		03/02/2028	03/02/2028	Common Stock	94,616	$99.9609	17,071,501(2)	I	See Footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $99.9609 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 the 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 16,976,885 '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	06/05/2026
	** 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 insider transaction did Flutter Entertainment (FLUT) report in this Form 4?

Flutter Entertainment reported that an entity associated with major shareholder Kenneth Bryan Dart entered a new total return swap referencing 94,616 notional Flutter common shares at a reference price of $99.9609 per share, adding to an existing synthetic economic position.

How large is Kenneth Bryan Dart’s synthetic position in Flutter (FLUT) after this swap?

After the new total return swap, entities associated with Kenneth Bryan Dart have swaps providing an aggregate position in 17,071,501 notional Flutter common shares. This reflects total economic exposure through cash-settled derivatives rather than direct ownership of the underlying shares.

What are the key terms of the Flutter (FLUT) total return swap reported?

The total return swap has a reference price of $99.9609 per Flutter share and is scheduled to terminate on March 2, 2028. It will be cash-settled, with Dart’s entity paying losses below the reference price and receiving gains and dividend-equivalent payments above it.

Which entity is the direct counterparty in the Flutter (FLUT) swap transaction?

LBS Limited is the party to the reported total return swap and the direct holder of the 94,616 notional shares. It is owned, along with Lake Michigan Limited, by Kenneth Bryan Dart, who may be deemed a beneficial owner but disclaims beneficial ownership beyond his pecuniary interest.

Does the reported Flutter (FLUT) swap give Kenneth Bryan Dart voting rights on the shares?

The filing describes a cash-settled total return swap on notional Flutter shares, which typically does not convey voting rights over the underlying stock. The economic exposure is synthetic, and the filing focuses on price and dividend-linked cash flows rather than control rights.

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. Dart’s entity will pay the counterparty for any price decline below $99.9609 and receive payments for any increase above that price, plus dividend-equivalent amounts.