DART KENNETH BRYAN 4

What Happened Kenneth Bryan Dart, listed as a 10% owner of Flutter Entertainment plc (FLUT), entered into a derivative purchase (a total return swap) referencing 900,000 ordinary shares on March 9, 2026. The reference price used was $108.8669 per share (reported trade price $108.87), giving a notional value of approximately $97,980,210. This was reported on a Form 4 filed March 11, 2026 (transaction code P — Purchase).

Key Details

• Transaction date and price: March 9, 2026; 900,000 notional shares at $108.87 per share (reference price $108.8669).
• Total notional value: ~$97,980,210.
• Instrument: Total return swap (derivative), scheduled to terminate March 2, 2028 and to be cash-settled at maturity.
• Swap economics (from footnote): at maturity the Reporting Person pays any decline below the reference price and receives any increase above it; monthly interest payments on the financing leg are required (SOFR-based); the Reporting Person is entitled to receive payments equal to any dividends on the referenced shares during the swap term.
• Party to the swap: LBS Limited is the direct party/holder of the notional shares. Mr. Dart, as owner of LBS Limited, 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 filing (the report covers a derivative position, not an outright share transfer).
• Timeliness: Filing was made March 11, 2026 for a March 9, 2026 transaction — filed within the typical Form 4 reporting window.

Context This transaction is a derivative (swap) rather than a direct open-market purchase of stock. A total return swap gives economic exposure to share price moves (and dividend equivalents) without transferring legal title to the shares; settlement is cash-based at maturity. As a 10% owner, Mr. Dart’s interests are reported differently than an executive’s open-market buy/sell of shares; the filing includes a disclaimer that he does not claim direct beneficial ownership of the notional shares except for his economic stake.