Dart adds swap exposure to Flutter Entertainment

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.

Flutter Entertainment plc insider Kenneth Bryan Dart, through affiliated entity Lake Michigan Limited, entered into a new Total Return Swap referencing 147,074 shares of Flutter common stock at a reference price of $108.9466 per share.

The swap is scheduled to terminate on March 2, 2028 and will be cash-settled based on the change in Flutter’s share price relative to the reference price. After this transaction, Dart’s reported position reflects economic exposure to a total of 12,702,970 notional shares through swap arrangements and related entities.

Insider Trade Summary

Net Buyer: 147,074 shares

Net Buy 1 txn

Insider DART KENNETH BRYAN

Role 10% Owner

Bought 147,074 shs ($16.02M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap	147,074	$108.9466	$16.02M

Holdings After Transaction: Total Return Swap — 12,702,970 contracts (Indirect, See footnote)

Footnotes (2)

1. F1. The reference price for the Swap is $108.9466 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 OBFR. 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. Lake Michigan Limited is the party to the reported transaction and direct "holder" of the "notional" shares. LBS Limited is a party to previously reported swap transactions that provide an aggregate position in 7,453,418 "notional" shares. As owner of Lake Michigan Limited and 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.

Key Figures

Swap notional shares: 147,074 shares Reference price: $108.9466 per share Total notional exposure: 12,702,970 shares +2 more

5 metrics

Swap notional shares 147,074 shares Total Return Swap reference amount

Reference price $108.9466 per share Swap reference price for Flutter common stock

Total notional exposure 12,702,970 shares Shares reported following the transaction

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

Underlying security Common Stock Shares referenced by the Total Return Swap

Key Terms

Total Return Swap, reference price, cash-settled, OBFR, +1 more

5 terms

Total Return Swap financial

"The reference price for the Swap is $108.9466 per share."

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.

reference price financial

"The reference price for the Swap is $108.9466 per share."

A reference price is a single benchmark price set by an exchange or market system that serves as the starting point for trading measures such as opening auctions, daily price limits, or short-term comparisons. For investors it matters because it anchors how gains, losses and allowable price movement are calculated—like a tide level that tells you how far the market can legally or normally move from that starting point—so it affects order execution and risk management.

cash-settled financial

"the Swap will be cash-settled."

Cash-settled describes a financial contract that is resolved by paying the monetary difference between agreed and actual prices, instead of delivering the underlying asset. For investors, it matters because it simplifies trades—like settling a bet with cash rather than handing over the item—and affects liquidity, tax treatment, and counterparty exposure, since you receive or pay only the value change rather than owning or transferring the actual security or commodity.

OBFR financial

"interest to the counterparty on the financing leg of the Swap at a rate based on OBFR."

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 Dart do in this Flutter (FLUT) insider transaction?

Kenneth Bryan Dart, via Lake Michigan Limited, entered a new Total Return Swap referencing 147,074 Flutter shares at $108.9466 per share. This derivative increases his economic exposure without taking direct ownership of the underlying common stock.

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

The Total Return Swap references 147,074 shares at a reference price of $108.9466 per share and is scheduled to terminate on March 2, 2028. It will be cash-settled based on Flutter’s share price performance over the term.

How does this swap affect Kenneth Dart’s overall Flutter (FLUT) exposure?

Following the transaction, Dart’s reported position shows economic exposure to 12,702,970 notional shares of Flutter common stock. This figure reflects swap-based exposure through entities he owns, rather than additional directly held common shares.

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

The filing states Lake Michigan Limited is the direct party to the reported swap and the holder of the notional shares. Dart owns Lake Michigan Limited and may be deemed a beneficial owner, but he disclaims ownership except for his pecuniary interest.

Does Kenneth Dart receive dividends on the referenced Flutter (FLUT) shares?

Under the swap terms, Dart is entitled to payments equal to any dividends paid on the referenced Flutter shares during the swap’s term. This mimics the economic effect of receiving dividends without holding the underlying stock directly.

What cash flows are exchanged under this Flutter (FLUT) Total Return Swap?

At maturity, Dart will pay the counterparty any decrease in Flutter’s price below $108.9466, while receiving any increase above that level. He also pays monthly interest based on OBFR and receives dividend-equivalent payments during the swap.

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

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Accepted by SEC EDGAR 04/23/2026 - 03:41 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)
04/21/2026

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)	04/21/2026		P/K		147,074		03/02/2028	03/02/2028	Common Stock	147,074	$108.9466	12,702,970(2)	I	See footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $108.9466 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 OBFR. 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. Lake Michigan Limited is the party to the reported transaction and direct "holder" of the "notional" shares. LBS Limited is a party to previously reported swap transactions that provide an aggregate position in 7,453,418 "notional" shares. As owner of Lake Michigan Limited and 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	04/23/2026
	** 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)