DART KENNETH BRYAN 4

What Happened

• Kenneth Dart, reported as a 10% owner of Flutter Entertainment plc (FLUT), entered into a total-return swap on 2026-03-12 that provides economic exposure to 1,214,188 ordinary shares of Flutter. The reported notional amount is 1,214,188 shares at a reference/transaction price of $109.87 per share, for a notional value of $133,404,657. The transaction is reported as a purchase (derivative acquisition), which signals increased economic exposure rather than a direct transfer of share title.

Key Details

• Transaction date: 2026-03-12; Form 4 filed: 2026-03-16 (filed within the two-business-day window).
• Reported amount: 1,214,188 notional shares at $109.87 per share; total notional value $133,404,657.
• Transaction code: P (purchase of a derivative instrument / total-return swap).
• Shares owned after transaction: Not reported in the filing.
• Notable footnotes:
  • F1: Reference price for the swap is $109.8715. The swap matures on March 2, 2028 and will be cash-settled. At maturity the Reporting Person pays the counterparty for any drop below the reference price and receives payments for any rise above it. The Reporting Person pays monthly financing interest based on SOFR and receives dividend-equivalent payments during the term.
  • F2: LBS Limited is the party to the swap and 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.

Context

• This was a derivative purchase (total-return swap), not a direct purchase of issued shares. The swap gives Mr. Dart economic exposure to price movements and dividends of the referenced shares and will be cash-settled at maturity (no immediate transfer of share title).
• As a 10% owner rather than an executive trading under a routine plan, this is large institutional-level activity and should be viewed as exposure via a structured instrument rather than a standard open-market buy.