DART KENNETH BRYAN 4

What Happened

• Kenneth Bryan Dart, reported as a 10% owner of Flutter Entertainment plc (FLUT), entered a derivative purchase on 2026-03-06 that provides economic exposure to 846,685 shares. The notional position is reported at an acquisition price of $112.05 per share, representing a notional value of approximately $94,867,329. The position is a swap (derivative) rather than a direct share purchase.

Key Details

• Transaction date: 2026-03-06; Report filed: 2026-03-10 (filed within the SEC two-business-day window).
• Reported transaction type/code: P = Purchase (derivative).
• Shares notional/amount: 846,685 shares at $112.05 per share (notional value ≈ $94.9M).
• Footnote summary:
  • F1: The swap reference price is $112.0456; swap matures and will be cash-settled on March 2, 2028. At maturity the parties settle any increase/decrease in market price relative to the reference price. The reporting person pays monthly interest on the financing leg (SOFR-based) and receives dividend-equivalent payments from the counterparty during the swap term.
  • F2: LBS Limited is the direct 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.
• Shares owned after transaction: Not specified in the provided filing excerpt.

Context

• This is a derivative (total return/price swap) that gives Mr. Dart economic exposure to Flutter’s share price and dividends, but it is not the same as holding ordinary shares outright—final settlement is cash-based at maturity. Because Mr. Dart is reported as a 10% owner and the position is held via LBS Limited, the filing notes a limited beneficial-ownership disclaimer (pecuniary interest only). Purchases via derivatives still indicate increased economic exposure but differ from direct stock purchases in rights and settlement.