Swap boosts exposure to 350k Flutter (FLUT) notional shares

Rhea-AI Filing Summary

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

LBS Limited, an entity owned by Kenneth Bryan Dart, entered into a Total Return Swap referencing 350,000 Flutter Entertainment plc common shares at a reference price of $98.5771 per share. The swap is scheduled to be cash-settled at maturity on March 2, 2028, and provides economic exposure rather than direct share ownership.

Under the terms, Dart’s entity will pay the counterparty if the share price is below the reference price at maturity and receive payment if it is above, while paying monthly interest based on SOFR and receiving amounts equal to dividends on the referenced shares. Following this transaction, the aggregate reported notional position from swap transactions is 17,830,927 shares. Mr. Dart may be deemed to beneficially own these securities through ownership of LBS Limited and Lake Michigan Limited, but disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

Net Buyer: 350,000 shares ($34,501,985)

Net Buy 1 txn

Insider DART KENNETH BRYAN

Role null

Bought 350,000 shs ($34.50M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap	350,000	$98.5771	$34.50M

Holdings After Transaction: Total Return Swap — 17,830,927 shares (Indirect, See Footnote)

Footnotes (1)

1. The reference price for the Swap is $98.5771 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 17,480,927 '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: 350,000 shares Reference price: $98.5771 per share Aggregate notional position: 17,830,927 shares +3 more

6 metrics

New swap notional size 350,000 shares Total Return Swap underlying Flutter common stock

Reference price $98.5771 per share Swap reference price for the 350,000 notional shares

Aggregate notional position 17,830,927 shares Total notional Flutter exposure following this swap

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

Interest leg benchmark SOFR-based rate Monthly interest paid by reporting person on financing leg

Dividend-equivalent payments Equal to dividends on referenced shares Amounts received by reporting person during swap term

Key Terms

Total Return Swap, reference price, SOFR, notional shares, +1 more

5 terms

Total Return Swap financial

"LBS Limited is the party to the reported transaction and the direct 'holder' of the 'notional' 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 $98.5771 per share."

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.

notional shares financial

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

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 06/25/2026 - 04:49 PM Accepted by SEC EDGAR 06/25/2026 - 04:48 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)
06/23/2026

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)	06/23/2026		P/K		350,000		03/02/2028	03/02/2028	Common Stock	350,000	$98.5771	17,830,927(2)	I	See Footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $98.5771 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 17,480,927 '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	06/25/2026
	** 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 did Kenneth Dart’s affiliated entity do in this Flutter (FLUT) Form 4?

LBS Limited, owned by Kenneth Dart, entered into a new Total Return Swap on 350,000 Flutter shares. The swap references common stock at a $98.5771 price and is cash-settled at maturity, providing economic exposure rather than direct share ownership.

How large is the new Total Return Swap position reported for Flutter (FLUT)?

The new swap references 350,000 notional Flutter common shares at a $98.5771 reference price. This adds to previously reported swap positions, bringing the aggregate reported notional exposure from swap transactions to 17,830,927 Flutter-related shares after this transaction.

When does the reported Total Return Swap on Flutter (FLUT) mature and how is it settled?

The Total Return Swap is scheduled to terminate on March 2, 2028 and will be cash-settled. At maturity, the Dart-affiliated entity pays any decline below the reference price and receives any increase above it, without physical delivery of Flutter shares.

What cash flows does the Dart-affiliated entity owe or receive under the Flutter (FLUT) swap?

The entity must pay monthly interest based on SOFR and may pay or receive a price difference at maturity. It also is entitled to payments equal to any dividends on the referenced Flutter shares over the life of the swap.

How is Kenneth Dart’s beneficial ownership of the Flutter (FLUT) swap position described?

LBS Limited is the direct holder of the notional shares under the swap. As owner of LBS Limited and Lake Michigan Limited, Mr. Dart may be deemed to beneficially own the reported securities, but he disclaims beneficial ownership except for his pecuniary interest.