Large Flutter (NYSE: FLUT) holder enters swap on 425k shares

Rhea-AI Filing Summary

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

Flutter Entertainment plc disclosed that an entity associated with major shareholder Kenneth Bryan Dart entered into a cash-settled Total Return Swap referencing 425,000 notional shares of Flutter common stock at a reference price of $107.3134 per share. The swap, held directly by Lake Michigan Limited, is scheduled to terminate on March 2, 2028, when it will be cash-settled rather than settled in shares.

At maturity, Dart’s entity will pay the counterparty any decrease in the share price below the reference price and receive any increase above it, plus dividend-equivalent payments during the term, while paying monthly interest based on OBFR. The filing notes Dart may be deemed to beneficially own these and previously reported swaps, which include an aggregate position in 7,453,418 notional shares, and shows a total notional position of 13,127,970 shares following this transaction, although he disclaims beneficial ownership except to the extent of his pecuniary interest.

Insights

Equity derivatives analyst

Large holder adds cash-settled equity swap exposure on 425,000 Flutter shares.

A major holder affiliated with Kenneth Bryan Dart increased exposure to Flutter Entertainment through a cash-settled Total Return Swap on 425,000 notional shares at a $107.3134 reference price, maturing on March 2, 2028. This is an economic bet on Flutter’s share performance without taking voting control.

Under the swap, the Dart-affiliated entity pays the counterparty if Flutter’s share price falls below the reference price and receives payments if it rises above, along with amounts equal to dividends, while paying monthly interest based on OBFR. The filing also notes previously reported swaps totaling 7,453,418 notional shares, with a combined notional position of 13,127,970 shares following this trade, while Dart disclaims beneficial ownership beyond his pecuniary interest.

Insider Trade Summary

Net Buyer: 425,000 shares ($45,608,578)

Net Buy 1 txn

Insider DART KENNETH BRYAN

Role null

Bought 425,000 shs ($45.61M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap	425,000	$107.3143	$45.61M

Holdings After Transaction: Total Return Swap — 13,127,970 shares (Indirect, See footnote)

Footnotes (1)

1. The reference price for the Swap is $107.3134 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. Lake Michigan Limited is the party to the reported transaction and direct "holder" of the "notional" shares. LBS Limited is a party to previously reported swap transactions that provide an aggregate position in 7,453,418 "notional" shares. As owner of Lake Michigan Limited and LBS 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

Swap notional shares: 425,000 shares Swap reference price: $107.3134 per share Swap maturity date: March 2, 2028 +2 more

5 metrics

Swap notional shares 425,000 shares Total Return Swap reference amount

Swap reference price $107.3134 per share Price used to determine gains or losses at maturity

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

Total notional position after trade 13,127,970 shares Notional Flutter exposure following this transaction

Previously reported swaps 7,453,418 shares Aggregate notional shares via LBS Limited swaps

Key Terms

Total Return Swap, reference price, cash-settled, OBFR, +1 more

5 terms

Total Return Swap financial

"The reference price for the Swap is $107.3134 per share. The Swap is scheduled to terminate..."

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 $107.3134 per share."

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.

OBFR financial

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

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)
04/22/2026

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)	04/22/2026		P/K		425,000		03/02/2028	03/02/2028	Common Stock	425,000	$107.3143	13,127,970(2)	I	See footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $107.3134 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.

2. Lake Michigan Limited is the party to the reported transaction and direct "holder" of the "notional" shares. LBS Limited is a party to previously reported swap transactions that provide an aggregate position in 7,453,418 "notional" shares. As owner of Lake Michigan Limited and LBS 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	04/24/2026
	** 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 a major holder of Flutter (FLUT) do in this Form 4 filing?

A Dart-affiliated entity entered a cash-settled Total Return Swap on 425,000 notional Flutter shares at a $107.3134 reference price. The swap provides economic exposure to share price moves and dividends without direct share ownership or voting rights.

What are the key terms of the Flutter (FLUT) Total Return Swap reported?

The swap references 425,000 notional Flutter common shares with a $107.3134 per-share reference price and terminates March 2, 2028. It is cash-settled at maturity, with the Dart-affiliated entity paying for price declines and receiving gains and dividend-equivalent payments.

Who is the direct party to the Flutter (FLUT) swap transaction in this Form 4?

Lake Michigan Limited is the direct party to the reported Total Return Swap and the holder of the notional shares. As owner of Lake Michigan Limited and LBS Limited, Kenneth Bryan Dart may be deemed a beneficial owner but disclaims ownership beyond his pecuniary interest.

How large is Kenneth Dart’s aggregate notional Flutter (FLUT) exposure after this swap?

After this transaction, the filing shows a total notional position of 13,127,970 Flutter shares. This includes previously reported swap positions through LBS Limited totaling 7,453,418 notional shares, plus the new 425,000 notional-share swap position reported here.

How does the Flutter (FLUT) Total Return Swap affect cash flows for the Dart-affiliated entity?

At maturity, the Dart-affiliated entity pays any decline below the $107.3134 reference price and receives any increase above it. Throughout the term, it pays monthly interest based on OBFR and receives payments equal to dividends on the referenced shares.

Does the Flutter (FLUT) swap give the Dart-affiliated entity voting rights in the company?

The swap is described as a cash-settled Total Return Swap on notional shares, so it provides economic but not direct ownership. The filing characterizes Lake Michigan Limited as the holder of notional shares, implying exposure without ordinary share voting or direct ownership rights.