Large Dart-linked swap boosts exposure to 852,853 Flutter (FLUT) shares

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 entered into a cash-settled total return swap referencing 852,853 Flutter shares. The swap has a reference price of $104.5127 per share and is scheduled to terminate on March 2, 2028.

LBS Limited, owned by Mr. Dart, is the direct party to the swap and the holder of the notional shares. At maturity, LBS Limited will pay the counterparty any decline in Flutter’s share price below the reference price and receive any increase above it. During the term, LBS Limited pays monthly interest based on SOFR and receives payments equal to any dividends on the referenced shares.

Insights

Derivatives and insider-transactions analyst

Large cash-settled swap increases Dart’s economic exposure without direct share ownership.

The transaction creates exposure on 852,853 Flutter shares via a total return swap rather than a traditional share purchase. LBS Limited, owned by Kenneth Dart, is the direct counterparty, while Dart may be deemed a beneficial owner through his pecuniary interest.

The swap, referenced at $104.5127 per share and maturing on March 2, 2028, shifts price and dividend economics without voting rights. LBS Limited pays SOFR-based interest and bears downside below the reference price while gaining on upside and dividend equivalents, so the impact depends on future share performance.

Insider Trade Summary

Net Buyer: 852,853 shares ($89,133,970)

Net Buy 1 txn

Insider DART KENNETH BRYAN

Role 10% Owner

Bought 852,853 shs ($89.13M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap	852,853	$104.5127	$89.13M

Holdings After Transaction: Total Return Swap — 852,853 shares (Indirect, See footnote)

Footnotes (1)

1. The reference price for the Swap is $104.5127 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 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.

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 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)
03/02/2026

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)	03/02/2026		P/K		852,853		03/02/2028	03/02/2028	Common Stock	852,853	$104.5127	852,853	I	See footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $104.5127 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	03/04/2026
	** 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.

FAQ

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

An entity owned by Kenneth Dart entered a cash-settled total return swap referencing 852,853 Flutter shares. The swap gives economic exposure to share price moves and dividends without direct share ownership, with cash settlement at maturity based on price changes versus a $104.5127 reference.

How many Flutter (FLUT) shares are referenced in the Dart swap position?

The total return swap references 852,853 Flutter Entertainment plc shares. This notional amount determines how much the counterparty and LBS Limited exchange in cash at maturity, based on the difference between the share price then and the $104.5127 per-share reference price.

What is the reference price and maturity of the Dart-related Flutter swap?

The total return swap has a reference price of $104.5127 per Flutter share and is scheduled to terminate on March 2, 2028. At that time, it will be cash-settled based on the share price difference from the reference level, not by delivering actual shares.

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

LBS Limited is the direct party to the total return swap and holder of the notional shares. As owner of LBS Limited, Kenneth Dart may be deemed to beneficially own the reported securities but disclaims beneficial ownership except to the extent of his pecuniary interest.

Does the Dart-linked Flutter swap involve monthly interest or dividend payments?

Yes. The swap requires the reporting party to pay monthly interest to the counterparty at a SOFR-based rate. 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.

How does the Dart Flutter swap settle and who bears price changes?

The swap is cash-settled at maturity, not through share delivery. If Flutter’s share price falls below $104.5127, the reporting party pays the counterparty the decrease; if it rises above that level, the counterparty pays the reporting party the increase in value.