Dart entity lifts Flutter (NYSE: FLUT) swap exposure to 16.98M shares

Rhea-AI Filing Summary

LBS Limited, an entity owned by major shareholder Kenneth Bryan Dart, entered into a new total return swap referencing 190,800 shares of Flutter Entertainment common stock. The swap has a reference price of $95.5966 per share and represents an open-market purchase of derivative exposure rather than direct share ownership.

The swap is scheduled to be cash-settled on March 2, 2028. At maturity, Dart’s entity will receive or pay cash based on how Flutter’s share price compares to the reference price, and it will receive payments equal to any dividends on the referenced shares while paying monthly interest at a SOFR-based rate. Including previously reported swaps, the position now covers 16,976,885 notional shares, which Dart may be deemed to beneficially own through LBS Limited and Lake Michigan Limited, subject to his pecuniary interest.

Insider Trade Summary

Net Buyer: 190,800 shares ($18,239,831)

Net Buy 1 txn

Insider DART KENNETH BRYAN

Role null

Bought 190,800 shs ($18.24M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap	190,800	$95.5966	$18.24M

Holdings After Transaction: Total Return Swap — 16,976,885 shares (Indirect, See footnote)

Footnotes (1)

1. The reference price for the Swap is $95.5966 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 16,786,085 "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: 190,800 shares Reference price: $95.5966 per share Maturity date: March 2, 2028 +2 more

5 metrics

New swap notional 190,800 shares Total return swap reference shares

Reference price $95.5966 per share Swap reference price

Maturity date March 2, 2028 Scheduled cash settlement of swap

Total notional exposure 16,976,885 shares Aggregate notional shares across swaps after transaction

Post-transaction position 16,976,885 shares Total shares following transaction in Form 4 data

Key Terms

Total Return Swap, notional shares, SOFR, beneficially own

4 terms

Total Return Swap financial

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

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.

notional shares financial

"provide an aggregate position in 16,786,085 "notional" shares."

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.

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)
05/27/2026

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)	05/27/2026		P/K		190,800		03/02/2028	03/02/2028	Common Stock	190,800	$95.5966	16,976,885(2)	I	See footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $95.5966 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 16,786,085 "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	05/29/2026
	** 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 was reported for Flutter Entertainment (FLUT)?

An entity owned by Kenneth Bryan Dart entered a total return swap referencing 190,800 Flutter shares at a $95.5966 reference price. This increases his indirect derivative exposure rather than adding directly owned shares.

Does Kenneth Bryan Dart directly buy Flutter (FLUT) shares in this Form 4?

No, the transaction is a total return swap held by LBS Limited, an entity he owns. It creates economic exposure to Flutter’s share performance and dividends without direct share ownership or voting rights being reported.

What are the key terms of the new Flutter (FLUT) total return swap?

The swap references 190,800 Flutter shares at a $95.5966 reference price and is scheduled to terminate on March 2, 2028. It is cash-settled, passes through dividends, and requires monthly SOFR-based interest payments.

How large is Kenneth Bryan Dart’s total swap exposure to Flutter (FLUT)?

After this transaction, swap arrangements cover 16,976,885 notional Flutter shares. This reflects aggregate exposure through LBS Limited and Lake Michigan Limited, which Dart may be deemed to beneficially own subject to his pecuniary interest.

How does the swap affect Dart’s economic exposure to Flutter (FLUT)?

The swap increases his economic exposure by tying returns to Flutter’s share price and dividends on 190,800 additional notional shares. He gains if the price rises above $95.5966 and loses if it falls below that level at maturity.