Major Flutter (FLUT) holder expands exposure with 308,200-share total return swap

Rhea-AI Filing Summary

Flutter Entertainment plc disclosed that an entity associated with major shareholder Kenneth Bryan Dart entered into a new total return swap referencing 308,200 shares of Flutter common stock. The swap was executed as an open-market purchase at a reference price of $109.2013 per share and is scheduled to terminate on March 2, 2028, when it will be cash-settled.

Lake Michigan Limited is the direct party to this swap and the holder of the related “notional” shares, while Mr. Dart, as owner of Lake Michigan Limited and LBS Limited, may be deemed to beneficially own these positions to the extent of his pecuniary interest. Following this trade, the reported aggregate synthetic position through swaps covers 9,460,484 notional Flutter shares, including previously reported swaps providing exposure to 7,453,418 notional shares.

Insider Trade Summary

Net Buyer: 308,200 shares ($33,655,841)

Net Buy 1 txn

Insider DART KENNETH BRYAN

Role 10% Owner

Bought 308,200 shs ($33.66M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap	308,200	$109.2013	$33.66M

Holdings After Transaction: Total Return Swap — 9,460,484 shares (Indirect, See footnote)

Footnotes (1)

1. The reference price for the Swap is $109.2013 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 size: 308,200 shares Reference price: $109.2013 per share Swap maturity date: March 2, 2028 +3 more

6 metrics

Swap notional size 308,200 shares Total return swap referencing Flutter common stock

Reference price $109.2013 per share Swap reference price for Flutter shares

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

Aggregate synthetic position 9,460,484 notional shares Total notional Flutter exposure following transaction

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

Shares following transaction 9,460,484 shares Total shares referenced by swaps after this trade

Key Terms

Total Return Swap, notional shares, cash-settled, OBFR, +1 more

5 terms

Total Return Swap financial

"The reference price for the Swap is $109.2013 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.

notional shares financial

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

cash-settled financial

"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

"at a rate based on OBFR."

pecuniary interest financial

"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)
04/08/2026

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)	04/08/2026		P/K		308,200		03/02/2028	03/02/2028	Common Stock	308,200	$109.2013	9,460,484(2)	I	See footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $109.2013 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	04/10/2026
	** 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 transaction did FLUT disclose in this Form 4?

Flutter Entertainment disclosed an open-market purchase of a total return swap referencing 308,200 common shares. The swap was entered into by Lake Michigan Limited, an entity associated with major shareholder Kenneth Bryan Dart, increasing his synthetic economic exposure to Flutter stock.

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

The swap references 308,200 Flutter common shares at a reference price of $109.2013 per share. It is scheduled to terminate on March 2, 2028, when it will be cash-settled based on the change in Flutter’s share price relative to that reference level.

Who is the direct counterparty holding the notional Flutter shares in this swap?

Lake Michigan Limited is the direct party to the reported transaction and the holder of the notional Flutter shares. It is owned by Kenneth Bryan Dart, who may be deemed to beneficially own the reported securities only to the extent of his pecuniary interest.

How does this swap affect Kenneth Dart’s overall synthetic position in Flutter (FLUT)?

After this transaction, the reported aggregate synthetic position through swaps covers 9,460,484 notional Flutter shares. This total includes swaps held by Lake Michigan Limited plus previously reported swaps through LBS Limited on 7,453,418 notional shares of Flutter common stock.

How will gains or losses be determined on the Flutter total return swap?

At maturity, Kenneth Dart’s entity must pay the counterparty any decrease in Flutter’s market price below $109.2013, while the counterparty must pay any increase above that level. The swap is cash-settled, so no actual Flutter shares are delivered at termination.

What ongoing payments are linked to the Flutter (FLUT) swap position?

The swap requires the reporting person’s entity to pay monthly interest on a financing leg at a rate based on OBFR. In return, the entity is entitled to receive payments equal to any dividends paid on the referenced Flutter shares over the life of the swap.