Dart expands Flutter (FLUT) stake via 302,400-share total return swap

Rhea-AI Filing Summary

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

Flutter Entertainment plc insider reporting relates to a new derivative position established through a total return swap on its common stock. An entity owned by Kenneth Bryan Dart, LBS Limited, entered into a swap referencing 302,400 notional shares at a reference price of $98.2947 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. The reporting person’s aggregate position from similar swaps increased to 18,133,327 notional shares, and he may be deemed to beneficially own these securities through ownership of LBS Limited and Lake Michigan Limited, while disclaiming beneficial ownership beyond his pecuniary interest. Under the swap, the Dart-affiliated entity pays SOFR-based interest and receives dividend-equivalent payments during the term.

Insider Trade Summary

Net Buyer: 302,400 shares ($29,724,317)

Net Buy 1 txn

Insider DART KENNETH BRYAN

Role null

Bought 302,400 shs ($29.72M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap	302,400	$98.2947	$29.72M

Holdings After Transaction: Total Return Swap — 18,133,327 shares (Indirect, See Footnote)

Footnotes (1)

1. The reference price for the Swap is $98.2947 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 the 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 17,830,927 '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 size: 302,400 notional shares Reference price: $98.2947 per share Aggregate notional swap position: 18,133,327 notional shares +2 more

5 metrics

New swap notional size 302,400 notional shares Total Return Swap opened on 2026-06-24

Reference price $98.2947 per share Swap reference price for FLUT shares

Aggregate notional swap position 18,133,327 notional shares Total position following this swap

Previously reported notional swaps 17,830,927 notional shares Held via Lake Michigan Limited and LBS Limited

Swap maturity date March 2, 2028 Scheduled termination, cash-settled

Key Terms

Total Return Swap, notional shares, SOFR, pecuniary interest

4 terms

Total Return Swap financial

"The reference price for the Swap is $98.2947 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.

notional shares financial

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

pecuniary interest 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."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/26/2026 - 05:20 PM Accepted by SEC EDGAR 06/26/2026 - 05:19 PM Learn about SEC filing dates

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)
06/24/2026

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)	06/24/2026		P/K		302,400		03/02/2028	03/02/2028	Common Stock	302,400	$98.2947	18,133,327(2)	I	See Footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $98.2947 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 the 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 17,830,927 '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	06/26/2026
	** 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 derivative position did FLUT insider Kenneth Dart add in this Form 4?

An entity owned by Kenneth Dart entered a total return swap referencing 302,400 notional Flutter shares at a reference price of $98.2947 per share, expanding his economic exposure via cash-settled derivatives rather than direct share ownership.

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

Following this transaction, the reported aggregate position from swap arrangements covers 18,133,327 notional Flutter shares. This includes previously reported swaps held by Lake Michigan Limited and LBS Limited, reflecting substantial derivative-based economic exposure to the company’s stock.

When does the new Flutter (FLUT) total return swap reported by Dart mature?

The new total return swap is scheduled to terminate on March 2, 2028. At maturity, the position will be cash-settled based on how Flutter’s share price compares to the reference price set at $98.2947 per share.

How is the Kenneth Dart Flutter (FLUT) swap economically settled?

The swap is cash-settled at maturity. Dart’s entity pays the counterparty if Flutter’s share price is below $98.2947, and receives payment if it is above that level, creating purely economic exposure without physical share delivery.

Who is the direct holder of the notional Flutter (FLUT) shares in the swap?

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

Does Kenneth Dart receive dividend-equivalent payments on his Flutter (FLUT) swap?

Yes. Under the swap terms, the Dart-affiliated entity is entitled to receive payments equal to any dividends paid on the referenced Flutter shares, while paying monthly interest to the counterparty based on a SOFR-linked financing rate.