DART KENNETH BRYAN 4

What Happened Kenneth Bryan Dart, reported as a 10% owner of Flutter Entertainment plc (FLUT), entered into a derivative purchase on 2026-03-10: a total-return swap (reported as a purchase) referencing 843,712 ordinary shares at an effective price of $106.50 per share, representing approximately $89,852,797 in economic exposure. This was not a direct open-market purchase of shares but a cash-settled swap that creates economic upside/downside tied to the share price.

Key Details

• Transaction date and filing: transaction dated 2026-03-10; Form 4 filed 2026-03-12 (timely filing).
• Instrument and size: total-return swap referencing 843,712 shares; reported purchase amount $89,852,797 (843,712 × $106.50).
• Reference price and maturity: reference price $106.4970 per share; swap scheduled to terminate and be cash-settled on March 2, 2028 (Footnote F1).
• Economic terms: at maturity Dart pays any decline below the reference price and receives any increase above it; he pays monthly financing interest based on SOFR and is entitled to receive dividend equivalents during the swap term (F1).
• Ownership nuance: LBS Limited is the direct holder of the notional shares under the swap; as owner of LBS Limited, Mr. Dart may be deemed to beneficially own the reported securities but disclaims such ownership except for his pecuniary interest (F2).
• Shares owned after transaction: not specified in the filing.

Context

• This filing reflects a derivative transaction (total-return swap), not a direct acquisition of listed shares. The swap gives Dart economic exposure to Flutter’s stock price and dividend equivalents but is cash-settled at maturity.
• As a reported 10% owner, this activity is institutional-level trading/structuring rather than an ordinary executive open-market buy. The filing is factual and does not indicate the insider’s intent.