DART KENNETH BRYAN 4

What Happened Kenneth Dart, a reported 10% owner of Flutter Entertainment plc (FLUT), entered into a total-return swap on 2026-03-04 that gives him economic exposure to 113,233 ordinary shares. The reported reference/transaction price was about $112.14 per share, for an economic value of roughly $12,697,654. The Form 4 reports this as a purchase (derivative) rather than a direct share acquisition.

Key Details

• Transaction date: 2026-03-04; Form 4 filed 2026-03-06 (no late-filing flag shown).
• Reported price: $112.14 per share (reference price disclosed as $112.1374).
• Notional shares/exposure acquired: 113,233; reported economic value: $12,697,654.
• Shares owned after transaction: Not specified in the filing.
• Footnote highlights:
  • The instrument is a total-return swap maturing March 2, 2028; it will be cash-settled at maturity. At maturity the Reporting Person pays decreases below the reference price and receives increases above it. The swap requires monthly interest payments based on SOFR and provides dividend-equivalent payments to the Reporting Person.
  • LBS Limited is the direct party/holder of the notional shares. As owner of LBS Limited, Mr. Dart may be deemed to beneficially own the reported securities but disclaims beneficial ownership except to the extent of his pecuniary interest.

Context This transaction is a derivative (total-return swap) that gives Mr. Dart economic upside and downside similar to owning the referenced shares without direct legal title to them. For a 10% owner, such arrangements can reflect institutional economic exposure rather than typical executive buy/sell trading. The filing is informational; it does not state Mr. Dart’s motives.