Large Flutter (FLUT) holder boosts exposure with 900,000-share total return swap

Rhea-AI Filing Summary

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

Flutter Entertainment plc major holder LBS Limited, an entity owned by Kenneth Bryan Dart, entered into a cash-settled total return swap referencing 900,000 shares of Flutter common stock. The swap has a reference price of $108.8669 per share and is scheduled to terminate on March 2, 2028.

After this transaction, the position referenced by swaps reported in this filing covers 3,394,398 shares of common stock. At maturity, LBS Limited will pay the counterparty if Flutter’s share price is below the reference price and receive payments if it is above, while also receiving amounts equal to any dividends on the referenced shares and paying monthly interest based on SOFR.

Positive

• Major holder increases economic exposure through a new total return swap on 900,000 Flutter shares, bringing swap-referenced exposure reported in this filing to 3,394,398 shares tied to the company’s performance.

Negative

• None.

Insights

Equity derivatives and insider-activity analyst

Large cash-settled swap increases a major holder’s economic exposure to Flutter.

A major Flutter Entertainment holder, LBS Limited, entered a total return swap referencing 900,000 shares at a reference price of $108.8669 per share. This derivative is cash-settled at maturity on March 2, 2028, so no actual shares change hands under the swap terms.

The filing shows total swap-referenced exposure of 3,394,398 shares after the trade, indicating a substantial economic position tied to Flutter’s share performance. Because the transaction direction is a net buy of derivative exposure, it signals increased alignment with potential upside, although the holder also takes on downside risk.

Kenneth Bryan Dart owns LBS Limited and may be deemed to beneficially own the position but disclaims beneficial ownership except to the extent of his pecuniary interest. Investor interpretation of this activity will focus on future disclosures around any additional derivatives or changes in this swap position in subsequent filings.

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)
03/09/2026

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)	03/09/2026		P/K		900,000		03/02/2028	03/02/2028	Common Stock	900,000	$108.8669	3,394,398	I	See footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $108.8669 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	03/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Flutter (FLUT) report in this Form 4?

Flutter reported a major holder entering a large total return swap. LBS Limited, owned by Kenneth Bryan Dart, entered a cash-settled swap referencing 900,000 Flutter common shares at a $108.8669 reference price, increasing its derivative-based economic exposure.

How many Flutter (FLUT) shares are covered by the new total return swap?

The new swap references 900,000 shares of Flutter common stock. This position is tied to a $108.8669 per share reference price and will be cash-settled at maturity, giving the holder upside and downside exposure without direct share ownership.

What is the total Flutter (FLUT) exposure after this swap transaction?

After the swap, the filing shows exposure on 3,394,398 shares. This figure represents the total number of Flutter common shares referenced by swaps reported in the filing, reflecting a substantial economic position linked to the company’s share price performance.

When does the new Flutter (FLUT) total return swap mature?

The total return swap is scheduled to terminate on March 2, 2028. On that date, it will be cash-settled, with payments based on the difference between Flutter’s market price and the $108.8669 reference price, plus prior dividend and interest adjustments.

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

LBS Limited is the direct party and holder of the notional shares. Kenneth Bryan Dart owns LBS Limited and may be deemed a beneficial owner but disclaims beneficial ownership except for his pecuniary interest, according to the Form 4 footnotes.

Does the Flutter (FLUT) total return swap involve actual share ownership?

The swap is cash-settled and does not itself transfer Flutter shares. Instead, LBS Limited pays or receives cash based on Flutter’s share price moves versus the $108.8669 reference price and receives amounts equal to dividends during the swap term.