Large Flutter (FLUT) holder enters cash-settled total return swap exposure

Rhea-AI Filing Summary

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

Flutter Entertainment plc large holder adds economic exposure via derivatives. An entity associated with Kenneth Bryan Dart entered into a cash-settled total return swap referencing 400,000 shares of Flutter common stock at a reference price of $108.4069 per share.

The swap, held by LBS Limited and attributed to Dart only through indirect pecuniary interest, is scheduled to terminate on March 2, 2028. Following this transaction, the reported notional exposure tied to swaps totals 7,453,418 underlying shares. The swap requires monthly interest payments based on SOFR, while passing through dividend-equivalent payments and gains or losses based on Flutter’s share price.

Insights

Equity derivatives and insider-trading specialist

Large holder increased indirect economic exposure via a sizeable cash-settled swap.

The reporting structure shows a 10% owner, through LBS Limited, entering a total return swap on 400,000 underlying Flutter shares at a reference price of $108.4069. This is an open-market derivative purchase, not a direct share acquisition, and it is cash-settled at maturity.

At termination on March 2, 2028, Dart’s entity will pay the counterparty if Flutter’s share price is below the reference level and receive value if it is higher. During the term, the entity pays SOFR-based financing costs and receives dividend-equivalent amounts, effectively mirroring economic ownership without voting rights.

After this trade, the filing shows total notional exposure of 7,453,418 underlying shares through similar instruments. The economic position is sizable, but the impact on existing shareholders depends on Flutter’s future share performance and any separate, actual share issuances or repurchases disclosed elsewhere.

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
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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

(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)
03/18/2026

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)	03/18/2026		P/K		400,000		03/02/2028	03/02/2028	Common Stock	400,000	$108.4069	7,453,418	I	See footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $108.4069 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	03/20/2026
	** 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 Kenneth Bryan Dart report for Flutter (FLUT)?

Kenneth Bryan Dart reported an indirect purchase of a total return swap referencing 400,000 Flutter common shares at a reference price of $108.4069. The swap is cash-settled, giving his affiliated entity economic exposure to share price changes and dividends without directly owning or voting the underlying shares.

How is the Flutter (FLUT) total return swap structured for Kenneth Dart’s entity?

The swap runs until March 2, 2028 and is cash-settled at maturity. Dart’s entity must pay the counterparty if Flutter’s share price falls below $108.4069 and receives value if it rises, while also paying SOFR-based financing and receiving dividend-equivalent payments during the term.

Who is the direct holder of the Flutter (FLUT) swap reported by Kenneth Dart?

LBS Limited is the direct party to the swap and the holder of the notional shares. As owner of LBS Limited, Kenneth Dart may be deemed to beneficially own the position but disclaims beneficial ownership beyond his pecuniary interest, emphasizing the indirect nature of his exposure.

What is Kenneth Dart’s total notional exposure to Flutter (FLUT) shares after this swap?

After entering the new total return swap on 400,000 underlying shares, the filing reports notional exposure tied to swaps of 7,453,418 Flutter shares. This figure reflects derivative-based economic exposure, not direct share ownership, and therefore does not convey voting power in the company’s common stock.

Does the Flutter (FLUT) swap give Kenneth Dart voting rights or direct ownership?

The swap provides economic exposure only and is scheduled to be cash-settled, so it does not grant Dart or LBS Limited voting rights over Flutter shares. Instead, it transfers price and dividend-equivalent returns while requiring SOFR-based financing payments throughout the swap’s term.