Total return swap builds Dart exposure to Flutter (FLUT) shares
Filing Impact
Filing Sentiment
Form Type
4
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, LBS Limited, entered into a Total Return Swap referencing 350,000 notional shares of Flutter common stock. The swap has a reference price of $99.1189 per share and is scheduled to terminate on March 2, 2028, when it will be cash-settled.
At maturity, LBS Limited will pay the counterparty any decrease in the market price below the reference price, while receiving any increase above it, plus dividend-equivalent payments during the term. The transaction forms part of swap positions that provide an aggregate exposure to 17,130,927 notional shares, and Mr. Dart, as owner of LBS Limited and Lake Michigan Limited, may be deemed to beneficially own the reported securities but disclaims such ownership except to the extent of his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 350,000 shares ($34,691,615)
Net Buy
1 txn
Insider
DART KENNETH BRYAN
Role
null
Bought
350,000 shs ($34.69M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Purchase | Total Return Swap | 350,000 | $99.1189 | $34.69M |
Holdings After Transaction:
Total Return Swap — 17,480,927 shares (Indirect, See footnote)
Footnotes (1)
- The reference price for the Swap is $99.1189 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 17,130,927 "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
Swap notional shares: 350,000 shares
Reference price: $99.1189 per share
Swap maturity date: March 2, 2028
+2 more
5 metrics
Swap notional shares
350,000 shares
Total Return Swap referencing Flutter common stock
Reference price
$99.1189 per share
Swap reference price for the 350,000 notional shares
Swap maturity date
March 2, 2028
Scheduled termination and cash settlement of the swap
Aggregate notional position
17,130,927 shares
Aggregate notional shares from previously reported swap transactions
Position after transaction
17,480,927 shares
Total notional shares following this swap transaction
Key Terms
Total Return Swap, SOFR, cash-settled, notional shares, +2 more
6 terms
Total Return Swap financial
"entered into a Total Return Swap referencing 350,000 notional shares"
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
"monthly interest to the counterparty on 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.
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.
pecuniary interest financial
"disclaims such beneficial ownership except to the extent of his pecuniary interest therein"
beneficially own financial
"Mr. Dart may be deemed to beneficially own the reported securities"
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
What did Kenneth Bryan Dart’s affiliated entity do in this Flutter (FLUT) Form 4?
An entity associated with Kenneth Bryan Dart, LBS Limited, entered into a Total Return Swap referencing 350,000 notional Flutter common shares at a $99.1189 reference price. The swap is cash-settled at maturity and provides economic exposure without direct share ownership.
What are the key terms of the Total Return Swap reported for Flutter (FLUT)?
The swap references 350,000 notional Flutter shares at a $99.1189 per-share reference price and is scheduled to terminate on March 2, 2028. It will be cash-settled, with payments based on changes in Flutter’s share price and dividends during the swap term.
How does Kenneth Bryan Dart’s beneficial ownership work in this Flutter (FLUT) transaction?
Kenneth Bryan Dart owns LBS Limited and Lake Michigan Limited and may be deemed to beneficially own the swap-linked securities. However, he disclaims beneficial ownership except to the extent of his pecuniary interest, meaning only his economic stake is acknowledged.
When does the reported Flutter (FLUT) Total Return Swap expire and how is it settled?
The Total Return Swap is scheduled to terminate on March 2, 2028, and will be cash-settled at that time. At maturity, payments will reflect the change in Flutter’s share price relative to $99.1189 and include dividend-equivalent amounts during the swap term.
What ongoing payments are involved in the Flutter (FLUT) Total Return Swap?
Under the swap, the reporting party must pay monthly interest to the counterparty on the financing leg at a rate based on SOFR. In return, the reporting party is entitled to receive payments equal to any dividends paid on the referenced Flutter shares during the swap’s term.