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 2026-03-17 that provides economic exposure to 340,864 FLUT shares at a reference price of $110.1102 per share (total value reported $37,532,603). The position is structured as a swap that will be cash-settled at termination (scheduled for March 2, 2028). This is a purchase of economic exposure (derivative), not a direct purchase of voting stock.

Key Details

• Transaction date: 2026-03-17; Form 4 filed 2026-03-19 (timely within the 2-business-day window).
• Reported amount: 340,864 notional shares at ~$110.11 per share; total reported value $37,532,603.
• Instrument: Equity total-return swap (the “Swap”) — cash-settled at maturity (3/2/2028).
• Economics of the Swap (per footnote): Reporting person pays any price decline below the reference price and receives any increase above it; pays monthly interest on the financing leg based on SOFR; entitled to receive payments equal to dividends on the referenced shares.
• Counterparty/holder: LBS Limited is the direct holder of the notional shares; Mr. Dart, as owner of LBS Limited, may be deemed to beneficially own the securities but disclaims beneficial ownership except to the extent of his pecuniary interest.
• Shares owned after transaction: not stated in the filing.
• Transaction code: P = Purchase (derivative purchase/economic exposure).

Context This filing documents a derivative (swap) that gives Mr. Dart economic exposure to Flutter’s stock price without necessarily transferring legal title, voting rights, or direct share ownership. As a reported 10% owner, his position is treated differently from routine executive stock trades; the filing notes he disclaims beneficial ownership except for his economic interest. The record is factual—no inference about motive should be drawn from the derivative purchase itself.