Dart-linked entity boosts Flutter (FLUT) exposure with large total return swap

Rhea-AI Filing Summary

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

Flutter Entertainment plc large shareholder Kenneth Bryan Dart, through entity LBS Limited, entered into a new cash-settled total return swap referencing 843,712 shares of Flutter common stock at a reference price of $106.4970 per share. The swap, which provides economic exposure but not direct share ownership, is scheduled to terminate on March 2, 2028. After this transaction, the filing shows Dart-related entities with swap exposure referencing a total of 4,238,110 underlying shares, with monthly interest paid over SOFR and dividend-equivalent payments received during the term.

Insights

Equity derivatives analyst

Large holder adds sizable swap exposure to Flutter shares.

A party related to Kenneth Bryan Dart entered a cash-settled total return swap on 843,712 underlying Flutter shares at a reference price of $106.4970. This is an open-market purchase of derivative exposure, not a direct share acquisition.

The swap matures on March 2, 2028 and will be cash-settled based on Flutter’s share price relative to the reference price. Dart, through LBS Limited, also becomes entitled to dividend-equivalent payments while paying monthly interest at a rate based on SOFR.

Following this trade, the filing reports total swap exposure referencing 4,238,110 underlying shares, indicating a substantial economic position in Flutter. Actual impact on the share register is limited because the instrument is cash-settled and conveys price and dividend exposure rather than voting rights.

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

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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 E9 KY1-1206

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)	03/10/2026		P/K		843,712		03/02/2028	03/02/2028	Common Stock	843,712	$106.497	4,238,110	I	See footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $106.4970 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 Swap and direct "holder" of the "notional" shares. As owner of 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	03/12/2026
	** 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).
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FAQ

What did Kenneth Bryan Dart’s affiliated entity do in this Flutter (FLUT) Form 4?

An entity owned by Kenneth Bryan Dart, LBS Limited, entered a cash-settled total return swap referencing 843,712 Flutter shares at a reference price of $106.4970 per share, gaining economic exposure without directly buying the underlying stock.

Is the Dart-related Flutter (FLUT) swap transaction a direct share purchase?

No. The transaction is a cash-settled total return swap, not a direct share purchase. It gives Dart’s entity economic exposure to Flutter’s share price and dividends without transferring voting rights or requiring delivery of the actual shares at maturity.

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

The swap references 843,712 Flutter common shares with a reference price of $106.4970 per share. It is scheduled to terminate on March 2, 2028, when it will be cash-settled based on Flutter’s market price relative to that reference level.

How does the Flutter (FLUT) swap affect Dart’s overall economic exposure?

After this transaction, Dart-related entities have swap exposure referencing 4,238,110 underlying Flutter shares. This increases their economic stake in Flutter through derivatives, while the filing notes that beneficial ownership is disclaimed except to the extent of pecuniary interest.

Who is the direct party to the Flutter (FLUT) total return swap?

The direct party is LBS Limited, which is described as the holder of the notional shares under the swap. As owner of LBS Limited, Mr. Dart may be deemed to beneficially own the position but disclaims beneficial ownership beyond his pecuniary interest.

What cash flows are involved in the reported Flutter (FLUT) swap?

Under the swap, the Dart-related entity pays monthly interest to the counterparty at a rate based on SOFR and receives payments equal to any dividends on the referenced Flutter shares. At maturity in 2028, the parties settle the net price change in cash.