Kenneth Dart-linked LBS Limited boosts Flutter (FLUT) exposure via new Total Return Swap

Rhea-AI Filing Summary

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

LBS Limited, an entity owned by Kenneth Bryan Dart, entered into a new Total Return Swap referencing 35,891 Flutter Entertainment common shares at a reference price of $97.7572 per share. The swap is scheduled to terminate on March 2, 2028 and will be cash-settled at maturity.

At maturity, LBS Limited must pay the counterparty any decline in the market price below the reference price, while receiving any increase above it, along with payments equal to any dividends on the referenced shares. LBS Limited pays monthly interest based on SOFR on the financing leg. Lake Michigan Limited and LBS Limited together now hold swap positions over an aggregate 18,563,939 notional shares, and Kenneth Bryan Dart may be deemed to beneficially own these interests through his ownership of those entities, while disclaiming beneficial ownership except to the extent of his pecuniary interest. Following this transaction, the aggregate notional position reported is 18,599,830 shares.

Insights

Derivatives and securities-law analyst

Entity linked to Kenneth Dart added a cash‑settled total return swap on Flutter shares.

The transaction is a Total Return Swap referencing 35,891 Flutter shares at a $97.7572 reference price, expiring on March 2, 2028. It is classified as an open-market purchase of a derivative, increasing the aggregate notional exposure to 18,599,830 shares via swap structures.

The swap is cash-settled, so it tracks price and dividend performance without transferring the underlying shares. LBS Limited pays monthly interest based on SOFR and receives dividend-equivalent payments and any price appreciation; it owes the counterparty for any price decline. Kenneth Bryan Dart may be deemed a beneficial owner through his ownership of LBS Limited and Lake Michigan Limited but expressly disclaims beneficial ownership beyond his pecuniary interest.

The filing presents this as one additional derivative position rather than a restructuring of existing ones. Earlier swaps already covered 18,563,939 notional shares, and this new 35,891-share swap brings the reported aggregate to 18,599,830, highlighting continued use of derivatives to maintain substantial economic exposure to Flutter Entertainment.

Insider Trade Summary

Net Buyer: 35,891 shares ($3,508,604)

Net Buy 1 txn

Insider DART KENNETH BRYAN

Role null

Bought 35,891 shs ($3.51M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap	35,891	$97.7572	$3.51M

Holdings After Transaction: Total Return Swap — 18,599,830 shares (Indirect, See Footnote)

Footnotes (1)

1. The reference price for the Swap is $97.7572 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 the 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 18,563,939 '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

New swap notional size: 35,891 shares Swap reference price: $97.7572 per share Aggregate notional exposure after trade: 18,599,830 shares +2 more

5 metrics

New swap notional size 35,891 shares Total Return Swap referencing Flutter common stock

Swap reference price $97.7572 per share Reference price for the Total Return Swap

Aggregate notional exposure after trade 18,599,830 shares Total notional shares following the reported swap

Prior aggregate notional exposure 18,563,939 shares Notional shares from previously reported swaps

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

Key Terms

Total Return Swap, SOFR, notional shares, beneficially own, +1 more

5 terms

Total Return Swap financial

"LBS Limited is the party to the reported transaction and the direct 'holder' of the '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

"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."

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.

notional shares financial

"LBS Limited is the party to the reported transaction and the 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 except to the extent of his pecuniary interest therein."

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.

pecuniary interest financial

"disclaims such beneficial ownership except to the extent of his pecuniary interest therein."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/30/2026 - 06:33 PM Accepted by SEC EDGAR 06/30/2026 - 06:33 PM 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)
06/26/2026

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)	06/26/2026		P/K		35,891		03/02/2028	03/02/2028	Common Stock	35,891	$97.7572	18,599,830(2)	I	See Footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $97.7572 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 reported transaction and the 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 18,563,939 '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.

	/s/Kenneth B Dart	06/30/2026
	** 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 did Kenneth Bryan Dart-related entities do in this Flutter (FLUT) Form 4?

An entity owned by Kenneth Bryan Dart, LBS Limited, entered into a new Total Return Swap referencing 35,891 Flutter common shares at a reference price of $97.7572 per share, increasing the reported aggregate notional swap position to 18,599,830 shares.

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

The new Total Return Swap references 35,891 Flutter common shares with a reference price of $97.7572 per share. It is scheduled to terminate on March 2, 2028, will be cash-settled at maturity, and requires LBS Limited to pay monthly interest based on SOFR.

How does the Total Return Swap affect Kenneth Bryan Dart’s economic exposure to Flutter (FLUT)?

The swap increases economic exposure by adding 35,891 notional shares, bringing the reported aggregate notional swap position to 18,599,830 shares. Through ownership of LBS Limited and Lake Michigan Limited, Mr. Dart may be deemed to beneficially own these interests, subject to his pecuniary interest disclaimer.

How is the new Flutter (FLUT) Total Return Swap settled at maturity?

At maturity on March 2, 2028, the swap is cash-settled. LBS Limited pays the counterparty any decline in market price below $97.7572 per share and receives any increase above that level, plus payments equal to dividends on the referenced shares during the term.

Who is the direct holder of the notional shares in the Flutter (FLUT) swap?

LBS Limited is the direct party to the swap and the holder of the notional shares. Lake Michigan Limited and LBS Limited together held swaps over 18,563,939 notional shares before this trade, and Mr. Dart owns both entities while disclaiming beneficial ownership beyond his pecuniary interest.

Does the Flutter (FLUT) swap give voting rights on the referenced shares?

The filing describes a cash-settled Total Return Swap that provides economic exposure and dividend-equivalent payments, but it does not state that voting or investment authority over the underlying Flutter shares is transferred to LBS Limited or Kenneth Bryan Dart.