Does this Flutter (FLUT) Form 4 involve direct share ownership changes?

The Form 4 reports a derivative transaction in the form of a total return swap, not a direct share purchase. The position is in notional shares held by Lake Michigan Limited, with cash settlement and dividend-equivalent payments rather than physical share delivery.

Kenneth Dart (NYSE: FLUT) adds 426,201-share total return swap exposure

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 Kenneth Bryan Dart, through affiliated entities, entered into a Total Return Swap referencing 426,201 notional common shares at a reference price of $103.949 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.

At maturity, Dart’s entity must pay the counterparty any decline below the reference price, while receiving any increase above it. The structure passes through dividend-equivalent payments on the referenced shares and requires monthly interest payments at a rate based on OBFR. The transaction is held indirectly by Lake Michigan Limited, and combined with previously reported swaps through LBS Limited, Dart-related entities hold an aggregate position in 9,152,284 notional shares, with beneficial ownership disclaimed except for any pecuniary interest.

Insider Trade Summary

Net Buyer: 426,201 shares ($44,303,168)

Net Buy 1 txn

Insider DART KENNETH BRYAN

Role 10% Owner

Bought 426,201 shs ($44.30M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap	426,201	$103.949	$44.30M

Holdings After Transaction: Total Return Swap — 9,152,284 shares (Indirect, See footnote)

Footnotes (1)

The reference price for the Swap is $103.9490 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 size: 426,201 notional shares Reference price: $103.949 per share Swap maturity date: March 2, 2028 +2 more

5 metrics

New swap notional size 426,201 notional shares Total Return Swap on Flutter common stock

Reference price $103.949 per share Price used to calculate swap payouts

Swap maturity date March 2, 2028 Scheduled termination and cash settlement

Aggregate notional position after trade 9,152,284 notional shares Includes previously reported swaps via Dart-related entities

Interest leg benchmark OBFR-based rate Monthly interest paid by Dart’s entity to counterparty

Key Terms

Total Return Swap, notional shares, OBFR, pecuniary interest, +1 more

5 terms

Total Return Swap financial

"entered into a Total Return Swap referencing 426,201 notional common 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

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

OBFR financial

"monthly interest to the counterparty on the financing leg of the Swap at a rate based on OBFR"

pecuniary interest financial

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

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.

Form 4 Insider Transactions: What Each Field Means →

04/09/2026 - 04:12 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)
04/07/2026

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⁾	04/07/2026		P/K		426,201		03/02/2028	03/02/2028	Common Stock	426,201	$103.949	9,152,284⁽²⁾	I	See footnote⁽²⁾

Explanation of Responses:

1. The reference price for the Swap is $103.9490 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	04/09/2026
	** 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 did Kenneth Dart-linked entities do in Flutter (FLUT) according to this Form 4?

An entity owned by Kenneth Dart entered a total return swap referencing 426,201 Flutter notional common shares at $103.949 per share. The swap is cash-settled at maturity, transferring price gains or losses between Dart’s entity and the counterparty.

How large is the total return swap position reported for Flutter (FLUT)?

The new swap references 426,201 notional Flutter common shares at a $103.949 reference price. After including previously reported swaps, Dart-related entities report an aggregate position in 9,152,284 notional shares tied to Flutter through these derivative arrangements.

When does the new Flutter (FLUT) total return swap mature and how is it settled?

The total return swap is scheduled to terminate on March 2, 2028 and will be cash-settled at that time. Cash flows depend on Flutter’s share price versus the $103.949 reference price, with one party compensating the other for the net gain or loss.

Who is the direct holder of the Flutter (FLUT) swap position in this filing?

Lake Michigan Limited is the direct party to the reported swap and holds the notional shares. LBS Limited is party to previously reported swaps. As owner of both entities, Kenneth Dart may be deemed a beneficial owner but disclaims beneficial ownership except for pecuniary interest.

What cash flows are exchanged under the Flutter (FLUT) total return swap?

Under the swap, Dart’s entity pays monthly interest on the financing leg at a rate based on OBFR. In return, it is entitled to receive payments equal to any dividends on the referenced Flutter shares, plus any share price gains above $103.949 at maturity.