[SCHEDULE 13G] Flutter Entertainment plc SEC Filing

Rhea-AI Filing Summary

Kenneth B. Dart and Candle Lake Limited report beneficial ownership of 9,797,652 ordinary shares of Flutter Entertainment plc, representing 5.6% of the class. The filing shows no sole voting or dispositive power and discloses shared voting and shared dispositive power over all reported shares. The statement is reported as of the filing date, September 26, 2025, and includes a certification that the securities were not acquired to change or influence control of the issuer.

The issuer's principal executive office is listed as One Madison Avenue, New York, NY.

Positive

• Material stake disclosed: 9,797,652 shares representing 5.6% of ordinary shares
• Transparency: Filing provides full voting and dispositive power breakdowns (sole vs shared)
• Passive intent certified: Signatory certifies shares were not acquired to influence control

Negative

• None.

Insights

Financial Analyst

TL;DR: A 5.6% passive stake disclosed by a Cayman-based investor; ownership is shared, not sole, and not intended to influence control.

The Schedule 13G shows a sizable 5.6% holding in Flutter (CUSIP IE00BWT6H894) held through Candle Lake Limited, with shared voting and dispositive power of 9,797,652 shares and zero sole power. For investors, this is a material ownership disclosure because it exceeds the 5% threshold that triggers public reporting, but the filing expressly states the position is not for influencing control. The holding is reported by a Cayman entity with Kenneth B. Dart identified as beneficial owner of Candle Lake.

Corporate Governance Expert

TL;DR: Governance impact appears limited: shared control and a certification of non-control intent reduce immediate takeover concerns.

The document records shared voting and dispositive power rather than sole control, and includes the required certification stating the securities were not acquired to change or influence control. That classification aligns with a passive investor filing under Schedule 13G rather than an active Schedule 13D disclosure. From a governance perspective, the filing signals transparency about a material stake while indicating no immediate proxy or control actions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Flutter Entertainment plc

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

IE00BWT6H894

(CUSIP Number)

09/22/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. IE00BWT6H894

1

Names of Reporting Persons

DART KENNETH BRYAN

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 9,797,652.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,797,652.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,797,652.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.6 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The number of ordinary shares beneficially owned by each reporting person is reported as of the filing date, September 26, 2025.

SCHEDULE 13G

CUSIP No. IE00BWT6H894

1

Names of Reporting Persons

Candle Lake Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 9,797,652.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,797,652.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,797,652.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.6 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: The number of ordinary shares beneficially owned by each reporting person is reported as of the filing date, September 26, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Flutter Entertainment plc
(b)	Address of issuer's principal executive offices: ONE MADISON AVENUE, NEW YORK, NEW YORK, 10010.
Item 2.
(a)	Name of person filing: (a) KENNETH B. DART Mr. Dart is the beneficial owner of all of the outstanding shares of Candle Lake Limited. (b) CANDLE LAKE LIMITED Candle Lake Limited is the company that holds the securities reported herein.
(b)	Address or principal business office or, if none, residence: (a) P. O. BOX 31300 GRAND CAYMAN KY1-1206 CAYMAN ISLANDS (b) 10 MARKET STREET, #773 CAMANA BAY, GRAND CAYMAN, KY1-9006 CAYMAN ISLANDS
(c)	Citizenship: (a) BRITISH OVERSEAS TERRITORY CITIZEN, CAYMAN ISLANDS (b) CAYMAN ISLANDS
(d)	Title of class of securities: Ordinary Shares
(e)	CUSIP No.: IE00BWT6H894
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 9,797,652
(b)	Percent of class: 5.6 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 9,797,652
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 9,797,652
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DART KENNETH BRYAN

Signature:	Kenneth B Dart
Name/Title:	Director
Date:	09/26/2025

Candle Lake Limited

Signature:	Kenneth B Dart
Name/Title:	Director
Date:	09/26/2025

FAQ

How many Flutter (FLUT) shares does Kenneth B. Dart report owning?

The filing reports 9,797,652 ordinary shares, equal to 5.6% of the class.

Does the filing indicate Kenneth B. Dart has sole voting control of FLUT shares?

No. The filing shows 0 sole voting power and 9,797,652 shared voting power.

Was this position reported as of a specific date in the Schedule 13G?

Yes. The number of ordinary shares is reported as of the filing date, September 26, 2025.

Does the Schedule 13G state the shares were acquired to influence control of Flutter?

No. The certification states the securities were not acquired and are not held to change or influence control of the issuer.

Through what entity are the shares held?

The shares are held through Candle Lake Limited, a Cayman Islands company of which Kenneth B. Dart is the beneficial owner.