Dart-affiliated entities expand Flutter (FLUT) exposure via large total return swap

Rhea-AI Filing Summary

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

Flutter Entertainment plc disclosed that entities associated with major shareholder Kenneth Bryan Dart entered into a new cash-settled Total Return Swap referencing 459,963 notional shares of Flutter common stock. The swap has a reference price of $104.814 per share and is scheduled to terminate on March 2, 2028, when it will be cash-settled based on the share price relative to that reference level.

Lake Michigan Limited is the direct party to this swap, while LBS Limited is party to previously reported swaps covering an additional 7,453,418 notional shares, for an aggregate referenced position of 9,920,447 notional shares. Mr. Dart, as owner of these entities, may be deemed to beneficially own the referenced securities but disclaims beneficial ownership except to the extent of his pecuniary interest.

Under the swap terms, the Dart-affiliated entity will pay the counterparty if Flutter’s share price falls below the reference price at maturity and receive payments if it rises above. The entity also pays monthly interest at a rate based on OBFR and is entitled to receive amounts equal to any dividends paid on the referenced shares during the swap’s term.

Insights

Derivatives and Insider Activity Analyst

Large Dart-linked swap increases economic exposure to Flutter via cash-settled derivative.

The filing shows Lake Michigan Limited, an entity owned by Kenneth Bryan Dart, entering a cash-settled Total Return Swap on 459,963 notional Flutter shares at a reference price of $104.814. This adds to previously reported swaps via LBS Limited on 7,453,418 notional shares.

Together, these positions reference 9,920,447 notional shares, indicating significant economic exposure without direct share ownership or voting rights. The swap’s maturity on March 2, 2028 and cash settlement mean the Dart-affiliated entities are exposed to Flutter’s price moves and dividends economically while paying interest based on OBFR.

Because the position is held through Lake Michigan Limited and LBS Limited, and Mr. Dart disclaims beneficial ownership beyond his pecuniary interest, the filing emphasizes economic rather than governance control. Subsequent disclosures may detail any changes to this derivative exposure over time.

Insider Trade Summary

Net Buyer: 459,963 shares ($48,210,562)

Net Buy 1 txn

Insider DART KENNETH BRYAN

Role 10% Owner

Bought 459,963 shs ($48.21M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap	459,963	$104.814	$48.21M

Holdings After Transaction: Total Return Swap — 9,920,447 shares (Indirect, See footnote)

Footnotes (1)

1. The reference price for the Swap is $104.814 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

New swap notional shares: 459,963 notional shares Reference price: $104.814 per share Aggregate notional exposure: 9,920,447 notional shares +2 more

5 metrics

New swap notional shares 459,963 notional shares Total Return Swap referencing Flutter common stock

Reference price $104.814 per share Price level used to settle the Total Return Swap

Aggregate notional exposure 9,920,447 notional shares Total notional Flutter shares across Dart-linked swaps after this trade

Previously reported swaps 7,453,418 notional shares Notional Flutter shares in earlier swaps via LBS Limited

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

Key Terms

Total Return Swap, reference price, cash-settled, OBFR, +2 more

6 terms

Total Return Swap financial

"The reference price for the Swap is $104.814 per share. The Swap is scheduled to terminate on March 2, 2028..."

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 $104.814 per share."

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 ... at a rate based on OBFR."

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

"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)
04/09/2026

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)	04/09/2026		P/K		459,963		03/02/2028	03/02/2028	Common Stock	459,963	$104.814	9,920,447(2)	I	See footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $104.814 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	04/13/2026
	** 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 entities do in this Flutter (FLUT) Form 4 filing?

Entities owned by Kenneth Bryan Dart entered a new cash-settled Total Return Swap on 459,963 notional Flutter shares at a $104.814 reference price, adding to previously reported swaps. This increases their economic exposure to Flutter without directly buying or selling common stock.

How many Flutter (FLUT) shares are referenced in the new Dart-linked Total Return Swap?

The new Total Return Swap references 459,963 notional shares of Flutter common stock. These notional shares determine the cash settlement at maturity, with payments based on the change in Flutter’s share price versus the $104.814 reference price and any dividends paid.

What is the total notional Flutter (FLUT) exposure from the Dart-affiliated swaps?

After this transaction, Dart-affiliated entities have swaps referencing an aggregate 9,920,447 notional Flutter shares. This total includes 7,453,418 notional shares from previously reported swaps via LBS Limited plus 459,963 notional shares in the new Lake Michigan Limited swap.

When does the new Dart-linked Total Return Swap on Flutter (FLUT) terminate?

The new Total Return Swap is scheduled to terminate on March 2, 2028. At that time, it will be cash-settled, with the Dart-affiliated entity paying the counterparty if Flutter’s share price is below $104.814, or receiving payment if it is above that level.

Does Kenneth Bryan Dart directly own the Flutter (FLUT) shares referenced in the swap?

The filing states Lake Michigan Limited is the direct holder of the notional shares, and LBS Limited holds previous swap positions. Mr. Dart, as owner of these entities, may be deemed a beneficial owner but disclaims such ownership except for his pecuniary interest in the securities.

How are interest and dividends treated under the Dart-affiliated Flutter (FLUT) swap?

Under the swap, the Dart-affiliated entity pays monthly interest to the counterparty on the financing leg at a rate based on OBFR. In return, it is entitled to receive payments equal to any dividends paid on the referenced Flutter shares for the duration of the swap.