Flutter Entertainment (FLUT) insider adds 700,000-share total return swap exposure

Rhea-AI Filing Summary

Flutter Entertainment plc insider exposure increased through a cash-settled Total Return Swap tied to 700,000 notional common shares. The swap, entered as an open-market purchase, has a reference price of $97.7936 per share and is scheduled to terminate on March 2, 2028.

The swap is held directly by LBS Limited, with related entities providing an aggregate position in 13,480,529 notional shares before this trade and 14,180,529 notional shares afterward. As owner of LBS Limited and Lake Michigan Limited, Kenneth Bryan Dart may be deemed to beneficially own these positions but disclaims beneficial ownership except to the extent of his pecuniary interest.

Insights

Derivatives and insider-transactions analyst

Large cash‑settled swap increases synthetic exposure but not share count.

The filing shows an entity associated with Kenneth Bryan Dart entering a Total Return Swap on 700,000 notional Flutter Entertainment shares at a reference price of $97.7936 per share. This raises the aggregate notional position via similar swaps to 14,180,529 shares.

The swap is cash-settled at maturity on March 2, 2028. The reporting person pays monthly interest based on SOFR and receives amounts equal to dividends on the referenced shares, plus any share price appreciation above the reference price, while covering any decline below it. Because the position is synthetic and beneficial ownership is disclaimed except for pecuniary interest, the economic exposure changes without indicating direct voting control.

Insider Trade Summary

Net Buyer: 700,000 shares ($68,455,520)

Net Buy 1 txn

Insider DART KENNETH BRYAN

Role null

Bought 700,000 shs ($68.46M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap	700,000	$97.7936	$68.46M

Holdings After Transaction: Total Return Swap — 14,180,529 shares (Indirect, See footnote)

Footnotes (1)

1. The reference price for the Swap is $97.7936 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 13,480,529 "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: 700,000 shares Swap reference price: $97.7936 per share Swap maturity date: March 2, 2028 +3 more

6 metrics

New swap notional size 700,000 shares Total Return Swap on Flutter common stock

Swap reference price $97.7936 per share Reference price for Total Return Swap

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

Aggregate notional before trade 13,480,529 shares Previously reported swap transactions

Aggregate notional after trade 14,180,529 shares Total notional position via swaps including new trade

Post-trade position in filing 14,180,529 shares Total shares following transaction field

Key Terms

Total Return Swap, notional shares, SOFR, beneficially own, +1 more

5 terms

Total Return Swap financial

"The reference price for the Swap is $97.7936 per share. The Swap is scheduled to terminate..."

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

SOFR financial

"The Swap requires the Reporting Person to pay monthly interest... 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..."

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.

pecuniary interest financial

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

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)
05/12/2026

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)	05/12/2026		P/K		700,000		03/02/2028	03/02/2028	Common Stock	700,000	$97.7936	14,180,529(2)	I	See footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $97.7936 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 13,480,529 "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	05/14/2026
	** 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 Kenneth Bryan Dart report in Flutter Entertainment (FLUT)?

He reported a new Total Return Swap referencing 700,000 notional Flutter Entertainment common shares. The swap is an economic exposure, not direct share ownership, and adds to previously reported swap positions held through related entities.

What is the reference price and maturity of the new Flutter Entertainment swap?

The Total Return Swap has a reference price of $97.7936 per share and is scheduled to terminate on March 2, 2028. At maturity, it will be cash-settled based on the difference between the market price and this reference level.

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

LBS Limited is the direct party to the swap and holder of the notional shares. Lake Michigan Limited and LBS Limited together held 13,480,529 notional shares before this transaction, with ownership ultimately associated with Kenneth Bryan Dart through these entities.

How did this swap change the aggregate notional position in Flutter Entertainment shares?

Before this transaction, related swap agreements covered 13,480,529 notional shares. Adding the 700,000-share Total Return Swap increased the aggregate notional position to 14,180,529 Flutter Entertainment common shares referenced across these derivative contracts.

Does Kenneth Bryan Dart receive dividends on the Flutter Entertainment shares referenced by the swap?

Yes. Under the swap terms, he is entitled to receive payments equal to any dividends paid on the referenced Flutter Entertainment shares during the swap term, while paying monthly interest on the financing leg based on SOFR.

Does the swap give Kenneth Bryan Dart voting rights in Flutter Entertainment (FLUT)?

The filing describes the position as notional and cash-settled, with LBS Limited as direct holder. Kenneth Bryan Dart may be deemed a beneficial owner but expressly disclaims beneficial ownership except for his pecuniary interest, indicating no direct voting authority is described.