Dart-linked entity boosts Flutter (FLUT) exposure via 145,375-share Total Return Swap

Rhea-AI Filing Summary

Flutter Entertainment plc insider transactions show an entity associated with major shareholder Kenneth Bryan Dart entering into a cash-settled Total Return Swap referencing 145,375 notional common shares at a reference price of $107.1282 per share. The swap, booked as an open-market purchase of a derivative, is scheduled to terminate on March 2, 2028, when it will be cash-settled based on changes in Flutter’s share price relative to the reference price. Lake Michigan Limited is the direct party to this swap, while Dart, as owner of Lake Michigan Limited and LBS Limited, may be deemed to beneficially own the position but disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

Net Buyer: 145,375 shares ($15,573,762)

Net Buy 1 txn

Insider DART KENNETH BRYAN

Role null

Bought 145,375 shs ($15.57M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap	145,375	$107.1282	$15.57M

Holdings After Transaction: Total Return Swap — 13,480,529 shares (Indirect, See footnote)

Footnotes (1)

1. The reference price for the Swap is $107.1282 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

Notional shares in swap: 145,375 shares Reference price: $107.1282 per share Position after transaction: 13,480,529 shares +2 more

5 metrics

Notional shares in swap 145,375 shares Total Return Swap referencing Flutter common stock

Reference price $107.1282 per share Swap reference price for Flutter common stock

Position after transaction 13,480,529 shares Total shares following transaction as reported

Additional notional exposure 7,453,418 shares Previously reported swaps via LBS Limited

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

Key Terms

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

5 terms

Total Return Swap financial

"The reference price for the Swap is $107.1282 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

"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."

beneficially own regulatory

"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)
04/30/2026

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)	04/30/2026		P/K		145,375		03/02/2028	03/02/2028	Common Stock	145,375	$107.1282	13,480,529(2)	I	See footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $107.1282 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	05/01/2026
	** 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 insider transaction did Flutter (FLUT) report for Kenneth Bryan Dart?

Flutter reported an entity associated with Kenneth Bryan Dart entering a Total Return Swap referencing 145,375 notional common shares at a reference price of $107.1282 per share, treated as an open-market purchase of a derivative security.

How is the Total Return Swap on Flutter (FLUT) shares structured?

The Total Return Swap references Flutter common shares at $107.1282 per share and is cash-settled at maturity. The counterparty pays Dart’s entity any price increase above the reference price, while the entity pays the counterparty any decrease below it.

When does the Flutter (FLUT) Total Return Swap reported by Dart mature?

The Total Return Swap referencing Flutter shares is scheduled to terminate on March 2, 2028. At that time, the position will be cash-settled based on Flutter’s market price relative to the $107.1282 reference price for the 145,375 notional shares.

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

Lake Michigan Limited is the direct party to the reported Total Return Swap and holder of the 145,375 notional Flutter shares. Kenneth Bryan Dart owns Lake Michigan Limited and may be deemed to beneficially own the position, but disclaims beneficial ownership beyond his pecuniary interest.

Does Kenneth Bryan Dart receive dividends on the Flutter (FLUT) shares in the swap?

Yes. Under the Total Return Swap terms, the Dart-associated entity is entitled to receive payments from the counterparty equal to any dividends paid on the referenced Flutter shares during the swap’s term, effectively passing through the dividend economics.

What ongoing payments are required under the Flutter (FLUT) Total Return Swap?

The Dart-associated entity must pay monthly interest on the swap’s financing leg at a rate based on OBFR. In return, it receives payments equivalent to Flutter dividends and any share price gains above the $107.1282 reference price on 145,375 notional shares.

What is Dart’s broader notional position in Flutter (FLUT) via swaps?

Footnotes indicate LBS Limited, another Dart-related entity, is party to previously reported swaps referencing an aggregate 7,453,418 notional Flutter shares. Together with Lake Michigan Limited’s new swap, these positions contribute to Dart’s overall economic exposure through derivatives.