DART KENNETH BRYAN 4

What Happened
Kenneth Bryan Dart, reported as a 10% owner, entered into a derivative purchase (total return swap) giving him economic exposure to 700,000 Flutter (FLUT) shares. The reported reference/transaction price was about $97.79 per share, valuing the position at approximately $68,455,520. This was a purchase of derivative exposure (a bullish economic exposure signal) rather than a direct acquisition of registered shares.

Key Details

• Transaction date: May 12, 2026; filing date: May 14, 2026 (filed two days after the trade).
• Reported price: $97.79 per share (footnote gives reference price $97.7936). Total notional value ≈ $68,455,520.
• Instrument: Total return swap scheduled to terminate and be cash-settled on March 2, 2028.
• Swap economics (footnote): at maturity the reporting person pays any decline below the reference price and receives any increase above it; pays monthly financing interest (SOFR-based); receives dividend equivalents.
• Holder details: LBS Limited is the direct party/holder of the notional shares for this transaction. Lake Michigan Limited and LBS Limited together have an aggregate position of 13,480,529 notional shares reported previously. Mr. Dart, as owner of those entities, may be deemed to beneficially own the reported securities but disclaims beneficial ownership except for his pecuniary interest.
• Shares owned after transaction: No direct registered shares added—exposure is via a derivative (notional) position.

Context
This transaction creates economic exposure to Flutter shares without transferring legal title of shares to Mr. Dart. For retail investors, derivative purchases like total return swaps give upside/downside exposure and dividend equivalents but are cash-settled and include financing costs; they are different from outright stock buys. As a 10% owner acting through related entities, this is institutional/ownership-level activity rather than a typical executive stock trade.