Major Flutter (FLUT) holder boosts exposure with 322,567-share Total Return Swap

Filing Impact

(Very High)

Filing Sentiment

(Very Positive)

Form Type

Rhea-AI Filing Summary

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

Flutter Entertainment plc insider reporting shows an entity associated with major shareholder Kenneth Bryan Dart entering into a new Total Return Swap tied to 322,567 shares of Flutter common stock. The swap has a reference price of $94.9972 per share and is scheduled to terminate on March 2, 2028, when it will be cash-settled.

The swap requires the reporting person to pay monthly interest based on SOFR and entitles them to payments equal to any dividends on the referenced shares. The position is held directly by LBS Limited, and together with previously reported swaps, provides an aggregate exposure to 16,786,085 notional shares, which Mr. Dart may be deemed to beneficially own, subject to a pecuniary-interest-based disclaimer.

Insider Trade Summary

Net Buyer: 322,567 shares ($30,642,962)

Net Buy 1 txn

Insider DART KENNETH BRYAN

Role null

Bought 322,567 shs ($30.64M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap	322,567	$94.9972	$30.64M

Holdings After Transaction: Total Return Swap — 16,786,085 shares (Indirect, See footnote)

Footnotes (1)

The reference price for the Swap is $94.9972 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 16,463,518 "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: 322,567 shares Reference price: $94.9972 per share Swap maturity: March 2, 2028 +2 more

5 metrics

New swap notional 322,567 shares Reference number of Flutter common shares in new Total Return Swap

Reference price $94.9972 per share Swap reference price for the 322,567 notional shares

Swap maturity March 2, 2028 Scheduled termination date when the swap will be cash-settled

Aggregate notional exposure 16,786,085 shares Total notional shares across previously reported swaps plus this transaction

Post-transaction position 16,786,085 shares Total shares following transaction as reported for swaps

Key Terms

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

6 terms

Total Return Swap financial

"entering into a new Total Return Swap tied to 322,567 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.

reference price financial

"The reference price for the Swap is $94.9972 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.

SOFR financial

"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

"direct "holder" of the "notional" shares"

pecuniary interest financial

"disclaims such beneficial ownership except to the extent of his pecuniary interest therein"

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Form 4 Insider Transactions: What Each Field Means →

05/28/2026 - 05:51 PM

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)
05/26/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Total Return Swap	⁽¹⁾	05/26/2026		P/K		322,567		03/02/2028	03/02/2028	Common Stock	322,567	$94.9972	16,786,085⁽²⁾	I	See footnote⁽²⁾

Explanation of Responses:

1. The reference price for the Swap is $94.9972 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 16,463,518 "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	05/28/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Flutter (FLUT) report for Kenneth Bryan Dart?

An entity associated with Kenneth Bryan Dart entered a new Total Return Swap on 322,567 Flutter shares. The swap increases his economic exposure through derivatives while remaining cash-settled at maturity rather than involving direct share ownership.

What are the key terms of Kenneth Dart’s Flutter Total Return Swap?

The Total Return Swap references 322,567 Flutter common shares at a $94.9972 reference price. It is cash-settled at maturity on March 2, 2028, with monthly interest payments based on SOFR and dividend-equivalent payments to the reporting person.

Who is the direct holder of the notional Flutter shares in this swap?

LBS Limited is the direct party to the swap and holder of the notional shares. As owner of LBS Limited and Lake Michigan Limited, Kenneth Dart may be deemed to beneficially own the position, while disclaiming beneficial ownership beyond his pecuniary interest.

How large is Kenneth Dart’s aggregate Flutter exposure via swaps after this trade?

After this transaction, previously reported swaps together provide exposure to 16,786,085 notional Flutter shares. This total combines earlier swaps and the new 322,567-share reference position documented in the latest Form 4 filing.

Does the Total Return Swap give Kenneth Dart voting rights in Flutter (FLUT)?

The filing describes exposure through notional shares under a cash-settled Total Return Swap. It characterizes LBS Limited as the holder of notional shares but does not state that this structure grants voting rights typically associated with direct share ownership.

How does the payoff on Kenneth Dart’s Flutter Total Return Swap work?

At maturity, the reporting person pays any decrease in Flutter’s market price below $94.9972 per share and receives any increase above that level. During the term, they also pay SOFR-based interest and receive payments equal to dividends on the referenced shares.