Dart-linked entity boosts Flutter (FLUT) exposure via 21,706-share Total Return Swap

Rhea-AI Filing Summary

Flutter Entertainment plc insider Kenneth Bryan Dart, through affiliated entity Lake Michigan Limited, entered into a new Total Return Swap referencing 21,706 shares of Flutter common stock. The swap was purchased at a reference price of $107.9038 per share and is scheduled to terminate on March 2, 2028, when it will be cash-settled.

At maturity, Dart’s entity will pay the counterparty any decrease in the market price below the reference price, while receiving any increase above it. The structure also requires monthly interest payments based on OBFR and entitles Dart’s entity to payments equal to any dividends on the referenced shares. Following this transaction, the reported aggregate notional position is 13,335,154 shares, including previously reported swaps held through related entities, which Dart may be deemed to beneficially own only to the extent of his pecuniary interest.

Insights

Derivatives and insider transactions analyst

Insider-linked entity adds modest notional exposure via cash-settled swap.

The filing shows an entity associated with Kenneth Bryan Dart entering a Total Return Swap on 21,706 Flutter shares at a reference price of $107.9038 per share. The swap is cash-settled at maturity on March 2, 2028, so no share delivery terms appear here.

The economics are clear: the entity pays losses if the share price falls below the reference price and receives gains if it rises above, plus dividend-equivalent payments, while paying monthly interest based on OBFR. The transaction adds to previously reported swaps totaling 7,453,418 notional shares held by another related entity, within a larger reported notional position of 13,335,154 shares.

This is a derivative, not a direct stock purchase, and is reported as indirect ownership with a disclaimer that Dart may be deemed a beneficial owner only to the extent of his pecuniary interest. From a market-signal perspective, it is a specialized, leveraged exposure rather than a straightforward open-market share buy, and appears routine relative to the overall disclosed notional position.

Insider Trade Summary

Net Buyer: 21,706 shares ($2,342,160)

Net Buy 1 txn

Insider DART KENNETH BRYAN

Role null

Bought 21,706 shs ($2.34M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap	21,706	$107.9038	$2.34M

Holdings After Transaction: Total Return Swap — 13,335,154 shares (Indirect, See footnote)

Footnotes (1)

1. The reference price for the Swap is $107.9038 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. 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

Notional shares in new swap: 21,706 shares Reference price: $107.9038 per share Swap maturity date: March 2, 2028 +2 more

5 metrics

Notional shares in new swap 21,706 shares Underlying Flutter common stock referenced by swap

Reference price $107.9038 per share Swap reference price for underlying Flutter shares

Swap maturity date March 2, 2028 Scheduled cash-settlement date of Total Return Swap

Total notional position after transaction 13,335,154 shares Total notional Flutter exposure reported following this swap

Previously reported LBS Limited swaps 7,453,418 shares Aggregate notional shares from prior swaps held by LBS Limited

Key Terms

Total Return Swap, cash-settled, OBFR, notional shares, +1 more

5 terms

Total Return Swap financial

"The reference price for the Swap is $107.9038 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.

cash-settled financial

"The Swap is scheduled to terminate on March 2, 2028, at which time 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

"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."

notional shares financial

"Lake Michigan Limited is the party to the reported transaction and 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.

Form 4 Insider Transactions: What Each Field Means →

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)
04/28/2026

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)	04/28/2026		P/K		21,706		03/02/2028	03/02/2028	Common Stock	21,706	$107.9038	13,335,154(2)	I	See footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $107.9038 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	04/30/2026
	** 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 insider transaction did Flutter Entertainment (FLUT) report on this Form 4?

An entity associated with Kenneth Bryan Dart entered a Total Return Swap referencing 21,706 Flutter shares. The swap was purchased at a reference price of $107.9038 per share and is structured as a cash-settled derivative rather than a direct share purchase.

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

The swap references 21,706 Flutter common shares at a $107.9038 reference price and matures March 2, 2028. It is cash-settled, with the Dart-affiliated entity paying losses below the reference price and receiving gains plus dividend-equivalent payments while paying OBFR-based interest.

How large is Kenneth Bryan Dart’s reported notional position in Flutter (FLUT) after this swap?

The filing shows 13,335,154 notional shares following the transaction. This total includes the newly reported 21,706-share swap and previously reported swap positions, such as 7,453,418 notional shares held through LBS Limited, reflecting substantial derivative-based exposure rather than direct share ownership.

Who is the direct party to the Flutter (FLUT) swap and how is ownership reported?

Lake Michigan Limited is the direct party and holder of the notional shares under the reported swap. As owner of Lake Michigan Limited and LBS Limited, Kenneth Bryan Dart may be deemed a beneficial owner but disclaims beneficial ownership except to the extent of his pecuniary interest.

How does the Flutter (FLUT) Total Return Swap affect dividends and interest for the reporting party?

The Dart-affiliated entity receives payments equal to any dividends on the referenced shares during the swap’s term. In exchange, it pays monthly interest to the counterparty on the financing leg of the swap at a rate based on OBFR, aligning cash flows with both price moves and dividends.