Major holder Dart boosts Flutter (NYSE: FLUT) exposure with large Total Return Swap

Rhea-AI Filing Summary

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

Flutter Entertainment plc major shareholder Kenneth Bryan Dart, through Lake Michigan Limited, increased his economic exposure via a cash-settled derivative. Lake Michigan Limited entered into a Total Return Swap referencing 297,648 shares of Flutter common stock at a reference price of $100.8315 per share.

The swap is scheduled to terminate on March 2, 2028 and will be cash-settled based on changes in Flutter’s share price relative to the reference price. Dart, as owner of Lake Michigan Limited and LBS Limited, may be deemed to beneficially own an aggregate position in 7,751,066 notional shares through swap arrangements but disclaims beneficial ownership except to the extent of his pecuniary interest.

Insights

Derivatives and insider-transactions analyst

Large holder adds cash‑settled swap exposure to Flutter shares.

The filing shows Lake Michigan Limited, an entity owned by Kenneth Bryan Dart, entering a Total Return Swap on 297,648 notional Flutter shares at a reference price of $100.8315 per share. This is classified as an open-market purchase of a derivative, not of the underlying stock.

The swap is cash-settled on March 2, 2028. At maturity, Dart’s entity pays the counterparty if Flutter’s share price is below the reference price and receives payments if it is above, while also paying interest based on OBFR and receiving dividend-equivalent payments. This structure increases economic exposure without direct voting rights.

Including previously reported swaps held by LBS Limited, Dart-related entities now reference 7,751,066 notional shares. This appears as a significant economic position, but the filing does not address motives or any trading plan, so the informational signal is mainly that a large shareholder is expanding derivative exposure.

Insider Trade Summary

Net Buyer: 297,648 shares ($30,012,294)

Net Buy 1 txn

Insider DART KENNETH BRYAN

Role 10% Owner

Bought 297,648 shs ($30.01M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap	297,648	$100.8315	$30.01M

Holdings After Transaction: Total Return Swap — 7,751,066 shares (Indirect, See footnote)

Footnotes (1)

1. The reference price for the Swap is $100.8315 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

New swap notional size: 297,648 shares Reference price: $100.8315 per share Aggregate notional exposure: 7,751,066 shares +3 more

6 metrics

New swap notional size 297,648 shares Total Return Swap referencing Flutter common stock

Reference price $100.8315 per share Swap reference price for 297,648 notional shares

Aggregate notional exposure 7,751,066 shares Total notional shares via Lake Michigan Limited and LBS Limited swaps after transaction

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

Underlying security Common Stock Underlying security for the Total Return Swap

Interest benchmark OBFR-based rate Monthly interest on financing leg of the swap

Key Terms

Total Return Swap, notional shares, OBFR, beneficially own

4 terms

Total Return Swap financial

"Lake Michigan Limited entered into a Total Return Swap referencing 297,648 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.

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 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.

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)
03/27/2026

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)	03/27/2026		P/K		297,648		03/02/2028	03/02/2028	Common Stock	297,648	$100.8315	7,751,066(2)	I	See footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $100.8315 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	03/31/2026
	** 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 Bryan Dart’s entity do in this Flutter (FLUT) Form 4 filing?

An entity owned by Kenneth Dart, Lake Michigan Limited, entered a Total Return Swap referencing 297,648 Flutter shares. The swap increases economic exposure to Flutter’s stock price movements without directly buying or selling the underlying common shares.

How large is the new Total Return Swap position related to Flutter (FLUT)?

The new swap references 297,648 notional Flutter common shares at a reference price of $100.8315 per share. It adds to previously reported swaps, contributing to an aggregate 7,751,066 notional shares economically linked to Dart-controlled entities.

When does the Flutter (FLUT) Total Return Swap entered by Dart’s entity mature?

The Total Return Swap is scheduled to terminate on March 2, 2028. On that date, it will be cash-settled based on Flutter’s share price relative to the $100.8315 reference price, with payments flowing between Dart’s entity and the counterparty.

How is the Flutter (FLUT) Total Return Swap economically structured for Dart’s entity?

At maturity, Dart’s entity pays the counterparty any decline in Flutter’s price below $100.8315, and receives any increase above it. The entity also pays monthly interest based on OBFR and receives payments matching dividends on the referenced Flutter shares.

Does Kenneth Bryan Dart directly own the Flutter (FLUT) swap shares reported?

The filing states Lake Michigan Limited is the direct holder of the notional shares, and LBS Limited holds previously reported swaps. As owner of these entities, Dart may be deemed a beneficial owner but disclaims ownership beyond his pecuniary interest.

What is Dart’s total notional Flutter (FLUT) exposure through swaps after this transaction?

After including this new Total Return Swap, Dart-related entities have an aggregate position referencing 7,751,066 notional Flutter shares. This total combines Lake Michigan Limited’s reported swap and previously reported swap positions held by LBS Limited.