Flutter (FLUT) major holder adds swap on 279,160 notional shares

Rhea-AI Filing Summary

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

LBS Limited, an entity owned by Kenneth Bryan Dart, entered into a new Total Return Swap referencing 279,160 Flutter Entertainment plc common shares at a reference price of $96.8498 per share. This derivative is scheduled to terminate on March 2, 2028 and will be cash-settled at maturity.

Under the swap terms, LBS Limited pays monthly interest based on SOFR and receives amounts equal to any dividends on the referenced shares. A footnote states that LBS Limited and Lake Michigan Limited were already parties to swap transactions on an aggregate 15,992,552 notional shares, bringing the total notional position to 16,271,712 shares, and that Mr. Dart may be deemed a beneficial owner but disclaims such ownership except for his pecuniary interest.

Insider Trade Summary

Net Buyer: 279,160 shares ($27,036,590)

Net Buy 1 txn

Insider DART KENNETH BRYAN

Role null

Bought 279,160 shs ($27.04M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap	279,160	$96.8498	$27.04M

Holdings After Transaction: Total Return Swap — 16,271,712 shares (Indirect, See footnote)

Footnotes (1)

1. The reference price for the Swap is $96.8498 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 15,992,552 "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: 279,160 shares Reference price: $96.8498 per share Swap maturity: March 2, 2028 +3 more

6 metrics

New swap notional size 279,160 shares Total Return Swap referencing Flutter common stock

Reference price $96.8498 per share Reference price for the new Total Return Swap

Swap maturity March 2, 2028 Scheduled termination date; cash-settled at maturity

Total notional shares after trade 16,271,712 shares Aggregate notional position following the new swap

Prior aggregate notional swaps 15,992,552 shares Previously reported swap transactions before this filing

Ownership type Indirect Swap held via LBS Limited, not directly by Mr. Dart

Key Terms

Total Return Swap, SOFR, notional shares, pecuniary interest

4 terms

Total Return Swap financial

"The reference price for the Swap is $96.8498 per share."

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.

SOFR financial

"The Swap requires the Reporting Person to pay monthly interest ... 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."

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."

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)
05/20/2026

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)	05/20/2026		P/K		279,160		03/02/2028	03/02/2028	Common Stock	279,160	$96.8498	16,271,712(2)	I	See footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $96.8498 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 15,992,552 "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	05/22/2026
	** 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 derivatives transaction did Flutter Entertainment (FLUT) disclose?

Flutter Entertainment reported a new Total Return Swap referencing 279,160 common shares. The swap was entered into by LBS Limited, an entity owned by Kenneth Bryan Dart, and is treated as an indirect position with cash settlement at maturity on March 2, 2028.

Who is the reporting person in the Flutter (FLUT) Form 4 filing?

The reporting person is Kenneth Bryan Dart, identified as a greater-than-10% owner. The filing explains that LBS Limited and Lake Michigan Limited are swap counterparties, and Mr. Dart may be deemed to beneficially own the securities but disclaims ownership except for his pecuniary interest.

What are the key terms of the new Total Return Swap on Flutter (FLUT) shares?

The swap references 279,160 Flutter common shares at a reference price of $96.8498 per share. It is scheduled to terminate on March 2, 2028, is cash-settled, pays SOFR-based financing by LBS Limited, and passes through dividend-equivalent payments to LBS Limited.

How large is the total notional swap position on Flutter (FLUT) after this transaction?

After this transaction, the aggregate position from previously reported swaps and the new swap is 16,271,712 notional shares. Footnotes state that earlier swaps covered 15,992,552 notional shares, and the new 279,160-share swap increases the total referenced share count to that level.

Does Kenneth Bryan Dart directly hold the Flutter (FLUT) shares referenced in the swap?

The filing describes the position as notional, held through LBS Limited as the direct holder of the notional shares. It states Mr. Dart may be deemed a beneficial owner due to his ownership of LBS Limited and Lake Michigan Limited but disclaims beneficial ownership except for his pecuniary interest.