DART KENNETH BRYAN 4

What Happened
Kenneth Bryan Dart, a 10% owner of Flutter Entertainment plc (FLUT), acquired economic exposure to 418,077 notional shares via a derivative transaction (a swap) on May 13, 2026. The reported reference/transaction price was about $94.72 per share, for an aggregate notional value of approximately $39,599,375. This was recorded as a purchase (derivative), meaning he increased economic exposure rather than buying ordinary shares outright.

Key Details

• Transaction date: 2026-05-13; reported on Form 4 filed 2026-05-15 (timely filing).
• Notional shares: 418,077 at $94.72 per share; total notional value ≈ $39,599,375. Reference price per footnote: $94.7179.
• Instrument: Swap (cash-settled at maturity on March 2, 2028). At maturity the parties will exchange the difference between market price and the reference price.
• Financing & dividends: Dart pays monthly interest on the financing leg (rate based on SOFR) and is entitled to receive payments equal to dividends on the referenced shares during the swap term.
• Holder/structure note: LBS Limited is the direct holder of the notional shares. LBS Limited and Lake Michigan Limited have aggregate swap positions of 13,480,529 notional shares; Mr. Dart, as owner of those entities, may be deemed to beneficially own these securities but disclaims such ownership except for his pecuniary interest (per footnote).
• Shares owned after transaction: Not specified in this filing.

Context
This was a derivative purchase (a total-return style swap) that gives Dart economic exposure to underlying Flutter shares without taking direct legal title. For a 10% owner, these transactions often reflect structured financing or hedging arrangements rather than routine insider buying of stock. The swap is cash-settled at maturity and includes interest and dividend-equivalent mechanics—important differences versus an outright stock purchase.