Dart-linked entity adds swap on 659K Flutter shares

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

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 659,049 Flutter Entertainment common shares at a reference price of $93.6257 per share. The swap is scheduled to terminate on March 2, 2028 and will be cash-settled, so no actual shares change hands.

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. LBS Limited must also pay monthly interest based on SOFR, while receiving amounts equal to any dividends on the referenced shares during the swap term. Following this transaction, entities associated with Dart have exposure to 15,257,655 notional Flutter shares through swaps, and Dart disclaims beneficial ownership except to the extent of his pecuniary interest.

Insights

Derivatives and insider activity analyst

Large cash-settled swap increases Dart‑related economic exposure to Flutter shares.

This filing shows LBS Limited, owned by Kenneth Bryan Dart, entering a new Total Return Swap on 659,049 notional Flutter shares at a reference price of $93.6257. It is classified as an open‑market purchase of a derivative, not common stock.

The swap is cash‑settled at maturity on March 2, 2028, with no voting rights or direct ownership of shares. Dart‑related entities now have exposure tied to 15,257,655 notional shares via swaps, while he formally disclaims beneficial ownership beyond his pecuniary interest. The economic effect is a sizeable, leveraged long exposure whose value will track Flutter’s share price and dividends, but the filing does not quantify its size relative to Flutter’s total equity.

Insider Trade Summary

Net Buyer: 659,049 shares

Net Buy 1 txn

Insider DART KENNETH BRYAN

Role 10% Owner

Bought 659,049 shs ($61.70M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap	659,049	$93.6257	$61.70M

Holdings After Transaction: Total Return Swap — 15,257,655 contracts (Indirect, See footnote)

Footnotes (2)

1. F1. The reference price for the Swap is $93.6257 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. F2. LBS Limited is the party to the reported transaction and 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 13,480,529 "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: 659,049 notional shares Swap reference price: $93.6257 per share Post-transaction notional exposure: 15,257,655 notional shares +1 more

4 metrics

New swap notional size 659,049 notional shares Total Return Swap referencing Flutter common stock

Swap reference price $93.6257 per share Price level used to calculate swap gains or losses

Post-transaction notional exposure 15,257,655 notional shares Total swap-linked exposure after this transaction

Swap maturity date March 2, 2028 Scheduled termination date; swap is cash-settled at maturity

Key Terms

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

5 terms

Total Return Swap financial

"LBS Limited entered a new Total Return Swap referencing 659,049 Flutter Entertainment common 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.

notional shares financial

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

SOFR financial

"The Swap requires the Reporting Person to pay monthly interest ... 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.

beneficially own financial

"Mr. Dart may be deemed to beneficially own the reported securities but disclaims such beneficial ownership"

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"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

An entity owned by Kenneth Bryan Dart, LBS Limited, entered a Total Return Swap referencing 659,049 Flutter shares at $93.6257 per share. This increases Dart‑related economic exposure to Flutter without directly acquiring or selling common stock.

How large is the new Total Return Swap position reported for Flutter (FLUT)?

The new swap references 659,049 notional Flutter common shares at a reference price of $93.6257 per share. After this transaction, Dart‑related entities have swap exposure tied to 15,257,655 notional shares, according to the reported post‑transaction figure.

When does the reported Flutter (FLUT) Total Return Swap mature and how is it settled?

The Total Return Swap is scheduled to terminate on March 2, 2028 and will be cash‑settled at maturity. The parties exchange the gain or loss versus the $93.6257 reference price, so no Flutter shares are delivered under this contract.

Who is the actual party to the Flutter (FLUT) swap and how is ownership described?

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

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

The swap gives Dart‑related entities a long economic exposure to 659,049 additional notional shares. They receive value if Flutter’s price rises above $93.6257 and dividend‑equivalent payments, while paying the counterparty if the price falls and servicing SOFR‑based financing costs.

Does the reported Flutter (FLUT) Total Return Swap provide voting rights?

The filing describes a cash‑settled Total Return Swap on notional shares, which typically does not convey voting rights. LBS Limited holds only economic exposure, with cash exchanges based on Flutter’s share price and dividends rather than direct share ownership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/15/2026 - 05:20 PM EDT 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)
05/14/2026

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)	05/14/2026		P/K		659,049		03/02/2028	03/02/2028	Common Stock	659,049	$93.6257	15,257,655(2)	I	See footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $93.6257 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 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 13,480,529 "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	05/15/2026
	** 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)