Dart entity adds swap on 948,508 Flutter shares

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

Rhea-AI Filing Summary

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

Lake Michigan Limited, an entity owned by Kenneth Bryan Dart, entered into a new Total Return Swap referencing 948,508 Flutter Entertainment plc common shares at a reference price of $108.4698 per share. The swap is scheduled to terminate on March 2, 2028 and will be cash-settled, with no delivery of shares.

At maturity, Lake Michigan Limited must pay the counterparty any decline in the share price below the reference price, while receiving any increase above it, plus payments equal to dividends on the referenced shares. Following this transaction, Dart’s reported indirect position reflects exposure on 11,916,212 referenced shares, and a related entity, LBS Limited, is party to previously reported swaps on 7,453,418 notional shares. Dart may be deemed to beneficially own these securities through ownership of the entities, but he disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

Net Buyer: 948,508 shares

Net Buy 1 txn

Insider DART KENNETH BRYAN

Role 10% Owner

Bought 948,508 shs ($102.88M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap	948,508	$108.4698	$102.88M

Holdings After Transaction: Total Return Swap — 11,916,212 contracts (Indirect, See footnote)

Footnotes (2)

1. F1. The reference price for the Swap is $108.4698 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. F2. 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: 948,508 shares Reference price: $108.4698 per share Swap maturity date: March 2, 2028 +2 more

5 metrics

Swap notional shares 948,508 shares New Total Return Swap reference amount

Reference price $108.4698 per share Swap reference price for Flutter common stock

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

Shares following transaction 11,916,212 shares Referenced shares following this reported transaction

Previously reported swaps 7,453,418 notional shares Position via swaps where LBS Limited is counterparty

Key Terms

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

6 terms

Total Return Swap financial

"entered into a new Total Return Swap referencing 948,508 Flutter Entertainment"

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 $108.4698 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.

OBFR financial

"interest to the counterparty on the financing leg of the Swap at a rate based on OBFR."

notional shares financial

"direct "holder" of the "notional" shares."

beneficially own financial

"Mr. Dart may be deemed to beneficially own the reported securities but disclaims such beneficial ownership"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Lake Michigan Limited, owned by Kenneth Bryan Dart, entered a new Total Return Swap referencing 948,508 Flutter shares at $108.4698 per share. The swap provides cash-settled economic exposure to Flutter’s share price movements and dividends through March 2, 2028.

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

The swap references 948,508 common shares at a $108.4698 reference price and is scheduled to terminate on March 2, 2028. It is cash-settled, with Dart’s entity paying declines below the reference price and receiving gains and dividend-equivalent payments.

How large is Kenneth Bryan Dart’s reported swap exposure to Flutter (FLUT)?

After this transaction, the Form 4 shows 11,916,212 referenced shares following the transaction for Dart’s reported position. A related entity, LBS Limited, is also party to previously reported swaps covering 7,453,418 notional shares, indicating substantial derivative exposure to Flutter.

Who is the direct party to the new Flutter (FLUT) swap transaction?

Lake Michigan Limited is the direct party and holder of the notional shares under the reported Total Return Swap. Kenneth Bryan Dart owns Lake Michigan Limited and may be deemed to beneficially own the securities, but he disclaims beneficial ownership except for his pecuniary interest.

How does the Flutter (FLUT) swap affect cash flows for Kenneth Bryan Dart’s entity?

Under the swap, Lake Michigan Limited must pay monthly interest to the counterparty on the financing leg at a rate based on OBFR. In return, it is entitled to payments equal to any dividends paid on the referenced shares during the swap’s term.

Is the Flutter (FLUT) Total Return Swap physically or cash settled?

The filing states the swap is cash-settled at maturity on March 2, 2028. That means no actual Flutter shares are delivered; instead, the parties exchange cash based on the share price relative to the $108.4698 reference price.

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

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Accepted by SEC EDGAR 04/20/2026 - 04:24 PM EDT Learn about SEC filing dates

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)
04/16/2026

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)	04/16/2026		P/K		948,508		03/02/2028	03/02/2028	Common Stock	948,508	$108.4698	11,916,212(2)	I	See footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $108.4698 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	04/20/2026
	** 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)