DART KENNETH BRYAN 4

What Happened
Kenneth Bryan Dart (reported as a 10% owner) entered into a derivative purchase on March 5, 2026 providing economic exposure to 362,003 Flutter Entertainment plc (FLUT) shares. The transaction is recorded as a purchase (P) of notional/derivative exposure at approximately $113.27 per share, a total notional value of $41,005,202. This was done via a swap rather than an outright stock purchase, so Mr. Dart obtains price and dividend economic exposure without taking direct title to the underlying shares.

Key Details

• Transaction date: 2026-03-05; filing date (Form 4): 2026-03-09 (timely filing).
• Reported price: $113.27 per share (reference price for the swap noted as $113.2731).
• Notional shares: 362,003; notional value: $41,005,202.
• Instrument: Total‑return swap scheduled to terminate March 2, 2028 and will be cash‑settled at maturity. At settlement the Reporting Person pays declines below the reference price and receives increases above it. The swap includes monthly interest payments based on SOFR and entitlement to any dividends paid on the referenced shares during the term.
• Counterparty/holder: LBS Limited is the direct holder of the notional shares; Mr. Dart owns LBS Limited and may be deemed to beneficially own the reported securities but disclaims such ownership except for his pecuniary interest.
• Shares owned after transaction: not specified in the filing.

Context: This transaction is a derivative acquisition (a swap) that gives Mr. Dart economic exposure to FLUT shares rather than direct share ownership. As a reported 10% owner (not an executive trade), the filing reflects institutional/ownership activity. The swap terms (cash settlement at maturity, interest payments, dividend entitlements) mean the economic outcome will track the share price performance and dividends over the swap term rather than transferring stock on the corporate register.