[Form 4] Flutter Entertainment plc Insider Trading Activity

Rhea-AI Filing Summary

Bishop James Philip, identified as an officer and titled Chief Operating Officer, reported multiple equity transactions in Flutter Entertainment plc. On 08/11/2025 he was recorded as acquiring nil-cost options to purchase 1,133 and 771 ordinary shares (exercisable 11/14/2032 and 04/02/2034, respectively). Footnotes state the 1,133 options are fully vested and the 771 options vest in two equal annual installments beginning April 2, 2025.

Also on 08/11/2025 he sold 990 and 914 ordinary shares at weighted-average U.S. dollar prices of $281.09 and $282.24 (GBP amounts converted at GBP 1.00 = US $1.34330; GBP price ranges disclosed). Following these transactions his reported direct beneficial ownership of ordinary shares is 4,712 shares.

Positive

• Nil-cost option awards granted for 1,133 and 771 shares, aligning executive incentives with shareholder value.
• Complete price disclosure including GBP-to-USD conversion (GBP 1.00 = US $1.34330) and weighted average sale price ranges improves transparency.

Negative

• Insider sales of 990 and 914 shares (total 1,904 shares) reduced direct ownership to 4,712 ordinary shares.
• Partial vesting delay for the 771-option grant, which vests in two annual installments beginning April 2, 2025, deferring full alignment until vesting completes.

Insights

Securities Analyst

TL;DR: Routine officer option awards and modest share sales; disclosed conversion rates and weighted prices enhance transparency.

The Form 4 shows concurrent equity grants (nil-cost options for 1,133 and 771 shares) and open-market sales (990 and 914 shares) by an officer. The filing discloses weighted-average USD sale prices and the GBP-to-USD conversion rate, which aids verification. Transaction sizes (total sold: 1,904 shares) and resulting direct ownership (4,712 shares) appear small relative to institutional holdings typically associated with a public company, suggesting limited direct market impact based on the information provided. Vesting details for the options are explicitly stated and help clarify future dilution timing.

Corporate Governance Expert

TL;DR: Officer received retention-style nil-cost options while executing share sales; disclosure is complete for governance review.

The report identifies the reporting person as Chief Operating Officer and documents both option awards and share dispositions on the same date. Footnotes clarify vesting for each option grant (one grant fully vested; the other vests in two annual installments beginning April 2, 2025). The combination of grants and sales is consistent with routine compensation and liquidity activities; the form includes conversion methodology and weighted price ranges, supporting auditability and governance oversight. No material compliance issues or unusual terms are disclosed in this filing.

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

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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^*

Bishop James Philip

(Last) (First) (Middle)

C/O FLUTTER ENTERTAINMENT PLC

ONE MADISON AVENUE

(Street)

NEW YORK NY 10010

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

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
Ordinary Shares	08/11/2025		M		1,133	A	$0	5,845	D
Ordinary Shares	08/11/2025		M		771	A	$0	6,616	D
Ordinary Shares	08/11/2025		S		990	D	$281.09(1)(2)	5,626	D
Ordinary Shares	08/11/2025		S		914	D	$282.24(1)(3)	4,712	D

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
Nil Cost Options (Right to Buy)	$0	08/11/2025		M			1,133	(4)	11/14/2032	Ordinary Shares	1,133	$0	0	D
Nil Cost Options (Right to Buy)	$0	08/11/2025		M			771	(5)	04/02/2034	Ordinary Shares	771	$0	771	D

Explanation of Responses:

1. The sales prices reported herein were converted from British sterling pounds to United States dollars at a conversion price of GBP 1.00 to U.S. $1.34330.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from GBP 208.70 to GBP 209.65 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from GBP 209.70 to GBP 210.60 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. These options are fully vested.

5. These options vest in two equal annual installments beginning on April 2, 2025.

Remarks:

Title: Chief Operating Officer Exhibit 24 - Power of Attorney

	/s/ Gary Curran, Attorney-in-Fact	08/13/2025
	** 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 transactions did Bishop James Philip report on Form 4 for FLUT?

On 08/11/2025 he acquired nil-cost options for 1,133 and 771 ordinary shares and sold 990 and 914 ordinary shares; resulting direct ownership is 4,712 shares.

How many shares does Bishop James Philip own after the reported transactions (FLUT)?

The Form 4 reports direct beneficial ownership of 4,712 ordinary shares following the transactions.

At what prices were the shares sold and how were GBP prices converted?

Sales had weighted-average U.S. dollar prices of $281.09 and $282.24, using a conversion rate of GBP 1.00 = US $1.34330; GBP price ranges are disclosed in footnotes.

What are the terms and vesting schedules of the option awards reported?

Two nil-cost option grants: 1,133 options (fully vested) exercisable with expiration 11/14/2032; 771 options vest in two equal annual installments beginning April 2, 2025 and expire 04/02/2034.

What role does the reporting person hold at Flutter (FLUT)?

The reporting person is listed as an Officer and titled Chief Operating Officer in the filing.