Large Flutter (FLUT) holder adds swap exposure on 1.21M notional 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 1,214,188 shares of common stock. The swap has a reference price of $109.8715 per share and is scheduled to terminate on March 2, 2028. At maturity, one party will pay the other based on the change in Flutter’s share price relative to the reference price. The reporting person pays monthly interest based on SOFR and is entitled to receive payments equal to any dividends on the referenced shares during the term. The notional position reported brings the total referenced shares under this arrangement to 6,254,378, held indirectly through LBS Limited, which is the direct party to the swap.

Insights

Insider derivatives and governance analyst

Large shareholder gains leveraged exposure via cash‑settled swap, without direct share ownership.

A major holder associated with Kenneth Bryan Dart, through LBS Limited, entered a cash-settled total return swap referencing 1,214,188 Flutter common shares at a reference price of $109.8715, maturing on March 2, 2028. This increases total referenced exposure to 6,254,378 shares.

The swap is derivative, not share ownership, so it does not convey voting rights but does track economic gains and losses versus the reference price. The holder pays monthly interest based on SOFR and receives payments equal to dividends on the referenced shares, aligning economics with equity while remaining cash-settled.

Because the position is indirect and cash-settled, its impact depends on future share price movements and any subsequent adjustments disclosed in later filings. The footnote states Mr. Dart may be deemed a beneficial owner through LBS Limited but expressly disclaims beneficial ownership beyond his pecuniary interest.

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)
03/12/2026

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)	03/12/2026		P/K		1,214,188		03/02/2028	03/02/2028	Common Stock	1,214,188	$109.8715	6,254,378	I	See footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $109.8715 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	03/16/2026
	** 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 Bryan Dart’s associated entity do in this Flutter (FLUT) Form 4?

An entity associated with Kenneth Bryan Dart, LBS Limited, entered a cash-settled total return swap referencing 1,214,188 Flutter common shares. The transaction increases total referenced exposure to 6,254,378 shares without directly acquiring voting stock.

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

The swap references 1,214,188 Flutter common shares at a reference price of $109.8715 per share. It is scheduled to terminate on March 2, 2028, when it will be cash-settled based on Flutter’s share price versus that reference level.

Does the total return swap give Kenneth Bryan Dart direct ownership of Flutter (FLUT) shares?

No, LBS Limited is the direct party to the swap and holds “notional” shares only. The position is cash-settled, does not represent direct share ownership, and does not itself provide voting rights in Flutter’s common stock.

How does the Flutter (FLUT) swap affect Dart’s economic exposure to the stock?

At maturity, Dart’s associated entity pays any decline below $109.8715 and receives any increase above that price. It also receives payments equal to any dividends on the referenced Flutter shares, mimicking much of the stock’s economic performance.

Who is the direct holder of the Flutter (FLUT) swap position and what is Dart’s role?

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

What ongoing payments are involved in the Flutter (FLUT) total return swap?

The reporting person must pay monthly interest on the financing leg of the swap at a rate based on SOFR. In return, the counterparty pays amounts equal to any dividends declared on the referenced Flutter common shares during the swap’s term.