Flutter holder adds swap on 306,300 shares

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

Rhea-AI Filing Summary

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

An entity associated with Kenneth Dart, a 10% owner of Flutter Entertainment, entered into a Total Return Swap referencing 306,300 common shares at a reference price of $99.3698 per share. The cash-settled swap is scheduled to terminate on March 2, 2028, requires SOFR-based interest payments, and provides dividend-equivalent receipts. LBS Limited is the direct holder of the notional shares, and the reported indirect notional position after this transaction is 18,906,130 shares, while Mr. Dart disclaims beneficial ownership beyond his pecuniary interest.

Insider Trade Summary

Net Buyer: 306,300 shares

Net Buy 1 txn

Insider DART KENNETH BRYAN

Role 10% Owner

Bought 306,300 shs ($30.44M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap F1, F2	306,300	$99.3698	$30.44M

Holdings After Transaction: Total Return Swap — 18,906,130 contracts (Indirect, See footnote)

Footnotes (2)

1. F1. The reference price for the Swap is $99.3698 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. F2. 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 18,599,830 "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

Notional shares in new swap: 306,300 shares Reference price: $99.3698 per share Swap maturity date: March 2, 2028 +2 more

5 metrics

Notional shares in new swap 306,300 shares Total return swap referencing common stock entered on 2026-07-22

Reference price $99.3698 per share Reference price for the total return swap

Swap maturity date March 2, 2028 Scheduled termination date when the swap will be cash-settled

Indirect notional shares after transaction 18,906,130 shares Total notional shares reported following the swap transaction

Previously reported notional position 18,599,830 shares Aggregate notional shares from earlier swaps by Lake Michigan Limited and LBS Limited

Key Terms

Total Return Swap, reference price, cash-settled, SOFR, +1 more

5 terms

Total Return Swap financial

"Security titled Total Return Swap linked to common stock exposure"

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 $99.3698 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 is scheduled to terminate and will be cash-settled at maturity"

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.

SOFR financial

"The Swap requires monthly interest payments 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 disclaims beneficial ownership except to the extent of his pecuniary interest"

FAQ

What derivative position did Kenneth Dart report in Flutter Entertainment (FLUT)?

Kenneth Dart, through LBS Limited, reported a Total Return Swap referencing 306,300 Flutter common shares. This cash-settled derivative provides economic exposure to the share price without direct share ownership, with obligations and payments determined by future price movements relative to the reference price.

What are the key terms of Kenneth Dart's Flutter (FLUT) total return swap?

The swap references 306,300 Flutter shares with a $99.3698 per-share reference price and matures on March 2, 2028. It is cash-settled, so only cash flows tied to price changes, interest, and dividend equivalents are exchanged, not the underlying shares themselves.

How large is the indirect notional position reported after this Flutter (FLUT) swap?

Following this transaction, the reported indirect notional position is 18,906,130 Flutter shares. Footnotes state Lake Michigan Limited and LBS Limited were parties to earlier swaps providing an aggregate 18,599,830 notional shares, with this new swap adding to that position.

Which entities are involved in the Flutter (FLUT) swap transactions related to Kenneth Dart?

The filing notes LBS Limited as the direct party to the reported swap and holder of the notional shares. It also states that Lake Michigan Limited and LBS Limited together hold an aggregate position of 18,599,830 notional shares from previously reported swap transactions.

How do interest and dividends work under Kenneth Dart's Flutter (FLUT) total return swap?

Under the swap, the reporting person pays monthly interest on the financing leg at a rate based on SOFR. In return, the reporting person is entitled to receive payments from the counterparty equal to any dividends paid on the referenced shares during the swap term.

Does Kenneth Dart claim full beneficial ownership of the Flutter (FLUT) swap position?

The filing states Mr. Dart may be deemed to beneficially own the reported securities through ownership of LBS Limited and Lake Michigan Limited, but he disclaims beneficial ownership except to the extent of his pecuniary interest in those entities.

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Available on EDGAR 07/24/2026 - 05:44 PM Accepted by SEC EDGAR 07/24/2026 - 05:44 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
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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)
07/22/2026

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)	07/22/2026		P/K		306,300		03/02/2028	03/02/2028	Common Stock	306,300	$99.3698	18,906,130(2)	I	See footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $99.3698 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 18,599,830 "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	07/24/2026
	** 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.
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* Form 4: SEC 1474 (03-26)