Large holder Dart adds total return swap exposure in Flutter (FLUT)

Rhea-AI Filing Summary

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

Flutter Entertainment plc large shareholder activity: an entity associated with Kenneth Bryan Dart increased its economic exposure to Flutter through a new total return swap referencing 41,806 shares of common stock at a reference price of $95.9695 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.

LBS Limited is the direct party to the swap and holder of the notional shares, and together with previously reported swap transactions provides an aggregate position in 16,313,518 notional shares. Mr. Dart, as owner of LBS Limited and Lake Michigan Limited, may be deemed to beneficially own the reported securities but disclaims beneficial ownership except to the extent of his pecuniary interest. Under the swap terms, he pays SOFR-based financing and receives amounts equal to any dividends on the referenced shares.

Insider Trade Summary

Net Buyer: 41,806 shares ($4,012,101)

Net Buy 1 txn

Insider DART KENNETH BRYAN

Role null

Bought 41,806 shs ($4.01M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap	41,806	$95.9695	$4.01M

Holdings After Transaction: Total Return Swap — 16,313,518 shares (Indirect, See footnote)

Footnotes (1)

1. The reference price for the Swap is $95.9695 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. 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 16,271,712 "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: 41,806 shares Reference price: $95.9695 per share Aggregate notional position: 16,313,518 shares +3 more

6 metrics

New swap notional size 41,806 shares Total return swap referencing Flutter common stock

Reference price $95.9695 per share Swap reference price for the 41,806 notional shares

Aggregate notional position 16,313,518 shares Notional Flutter exposure via swap transactions after this filing

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

Financing rate SOFR-based interest Monthly interest paid by Dart-affiliated party on swap financing leg

Dividend equivalent Dividends on referenced shares Payments received equal to any dividends during swap term

Key Terms

Total Return Swap, SOFR, notional shares, pecuniary interest

4 terms

Total Return Swap financial

"The reference price for the Swap is $95.9695 per share. The Swap is scheduled to terminate on March 2, 2028, at which time the Swap will be cash-settled."

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.

SOFR 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 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.

notional shares financial

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

pecuniary interest 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."

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)
05/21/2026

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)	05/21/2026		P/K		41,806		03/02/2028	03/02/2028	Common Stock	41,806	$95.9695	16,313,518(2)	I	See footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $95.9695 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 16,271,712 "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	05/26/2026
	** 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 did Kenneth Bryan Dart’s affiliated entity do in this Flutter (FLUT) filing?

An entity owned by Kenneth Bryan Dart entered a new total return swap on 41,806 Flutter shares. The swap gives economic exposure at a reference price of $95.9695 per share, adding to an already large notional position in Flutter stock.

How many Flutter (FLUT) shares are referenced in the new swap position?

The new total return swap references 41,806 shares of Flutter common stock. This position is not physical ownership of shares but a derivative exposure, where cash payments will depend on future changes in Flutter’s share price versus the reference price.

What is the total notional Flutter (FLUT) exposure from Dart-related swaps after this transaction?

The filing shows an aggregate position of 16,313,518 notional Flutter shares via swap transactions. This total reflects the notional share count across the newly reported swap and previously reported swaps tied to entities owned by Kenneth Bryan Dart.

When does the new total return swap on Flutter (FLUT) shares mature?

The total return swap is scheduled to terminate on March 2, 2028. At maturity, the swap will be cash-settled based on how Flutter’s share price has moved relative to the reference price over the life of the contract.

How is the total return swap on Flutter (FLUT) shares economically structured?

At maturity, the Dart-affiliated party pays any share price decline below $95.9695 and receives any increase above it. During the term, the party pays SOFR-based interest and receives amounts equal to any dividends on the referenced Flutter shares.

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

LBS Limited is the direct party to the swap and holder of the notional shares. LBS Limited and Lake Michigan Limited together have previously reported swap positions, and Kenneth Bryan Dart owns both entities but disclaims beneficial ownership beyond his pecuniary interest.