STOCK TITAN

Kenneth Dart lifts Flutter (NYSE: FLUT) swap exposure into 2028

(Very High)
(Positive)
Form Type
4

Rhea-AI Filing Summary

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

Flutter Entertainment plc (FLUT) reported that an entity associated with major shareholder Kenneth Bryan Dart increased its economic exposure through a derivative. Lake Michigan Limited, which Mr. Dart owns, entered into a Total Return Swap referencing 29,175 notional shares of Flutter common stock at a reference price of $96.8462 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, with dividends economically paid to Lake Michigan Limited during the term. This position adds to previously reported swaps providing exposure to 21,767,973 notional shares, bringing Dart-associated swap exposure to 21,797,148 notional shares. Mr. Dart may be deemed to beneficially own these securities through his ownership of the swap entities but disclaims beneficial ownership except to the extent of his pecuniary interest.

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Insider DART KENNETH BRYAN
Role 10% Owner
Bought 29,175 shs ($2.83M)
Type Security Shares Price Value
Purchase Total Return Swap F1, F2 29,175 $96.8462 $2.83M
Holdings After Transaction: Total Return Swap — 21,797,148 shares (Indirect, See footnote)
Footnotes (2)
  1. F1. The reference price for the Swap is $96.8462 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. F2. Lake Michigan 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 21,767,973 "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.
New swap notional shares 29,175 shares Notional Flutter common shares referenced by the newly reported Total Return Swap
Reference price $96.8462 per share Reference price used to calculate gains or losses on the Total Return Swap
Swap maturity date March 2, 2028 Scheduled termination date when the Total Return Swap will be cash-settled
Underlying notional shares 29,175 shares Underlying common stock notional exposure for the reported Total Return Swap
Aggregate prior swap position 21,767,973 notional shares Previously reported swap transactions providing notional exposure before this new swap
Total swap exposure after transaction 21,797,148 notional shares Total notional Flutter share exposure via swaps following this new position
Total Return Swap financial
"The reference price for the Swap is $96.8462 per share."
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 $96.8462 per share."
A reference price is a single benchmark price set by an exchange or market system that serves as the starting point for trading measures such as opening auctions, daily price limits, or short-term comparisons. For investors it matters because it anchors how gains, losses and allowable price movement are calculated—like a tide level that tells you how far the market can legally or normally move from that starting point—so it affects order execution and risk management.
cash-settled financial
"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
"monthly interest ... at a rate based on OBFR."
pecuniary interest financial
"disclaims such beneficial ownership except to the extent of his pecuniary interest"

FAQ

What did Kenneth Bryan Dart report in this Form 4 for FLUT?

Kenneth Bryan Dart, through Lake Michigan Limited, reported entering into a Total Return Swap referencing 29,175 notional shares of Flutter Entertainment (FLUT) common stock at a $96.8462 reference price, maturing on March 2, 2028 and settled in cash.

How large is Kenneth Bryan Dart’s swap exposure to FLUT shares after this transaction?

After this transaction, entities owned by Kenneth Bryan Dart have swap exposure to 21,797,148 notional shares of Flutter Entertainment (FLUT). This includes previously reported swaps on 21,767,973 notional shares plus the new 29,175-share swap position.

What are the key terms of the new Total Return Swap on FLUT shares?

The new Total Return Swap references 29,175 notional shares of FLUT at a $96.8462 reference price, terminates on March 2, 2028, is cash-settled, passes through dividends, and requires Lake Michigan Limited to pay monthly interest based on OBFR.

Does Kenneth Bryan Dart receive dividends on the FLUT shares under the swap?

Yes. Under the swap, Kenneth Bryan Dart’s entity is entitled to payments from the counterparty equal to any dividends paid on the 29,175 referenced shares of FLUT during the swap’s term, while also paying monthly interest based on OBFR.

How will gains or losses on the FLUT Total Return Swap be determined at maturity?

At maturity, the swap will be cash-settled: Dart’s entity pays the counterparty any decrease in FLUT’s market price below $96.8462, and receives from the counterparty any increase above that reference price on the 29,175 notional shares.

Who is the direct holder of the notional FLUT shares under the swap?

The direct party to the transaction and holder of the notional FLUT shares is Lake Michigan Limited. Kenneth Bryan Dart owns Lake Michigan Limited and may be deemed a beneficial owner, but he disclaims such ownership except for his pecuniary interest.

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SEC Form 4
FORM 4UNITED 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)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/13/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Total Return Swap(1)08/13/2026P/K29,17503/02/202803/02/2028Common Stock29,175$96.846221,797,148(2)ISee footnote(2)
Explanation of Responses:
1. The reference price for the Swap is $96.8462 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. Lake Michigan Limited and LBS Limited were parties to previously reported swap transactions that provide an aggregate position in 21,767,973 "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 Dart08/17/2026
** Signature of Reporting PersonDate
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)