DART KENNETH BRYAN 4

What Happened Kenneth Bryan Dart, reported as a 10% owner, entered into a derivative purchase (swap) on May 19, 2026 that creates economic exposure to 171,649 ordinary shares of Flutter Entertainment (FLUT). The reported reference/transaction price is $97.9345 (rounded $97.93), giving a notional value of about $16,810,359. This filing reports an acquisition of a notional/derivative position (a purchase), not a direct purchase of underlying shares.

Key Details

• Transaction date and price: May 19, 2026; reference price $97.9345 per share (reported as $97.93). Total notional value ≈ $16,810,359.
• Transaction type and code: P = Purchase (derivative swap creating a notional long exposure).
• Holder listed: LBS Limited is the direct party/holder of the reported notional shares; Lake Michigan Limited and LBS Limited hold aggregate previously reported swap positions.
• Reported aggregate position: Prior swap transactions provide an aggregate position of 15,820,903 notional shares (per filing footnote).
• Shares owned after transaction: The filing does not state direct beneficial ownership of underlying shares; Mr. Dart may be deemed to beneficially own these notional positions through his ownership of the entities but disclaims ownership except to the extent of his pecuniary interest.
• Filing date/timeliness: Form 4 filed May 21, 2026 (reports the May 19 transaction); appears timely under standard Form 4 rules.
• Footnote highlights: Swap matures March 2, 2028 and will be cash-settled; at maturity the reporter pays decreases below the reference price and receives increases above it; the reporter pays monthly interest on the financing leg (SOFR-based) and is entitled to dividend-equivalent payments.

Context This was a derivative swap that gives Mr. Dart economic exposure to the share price (not direct share ownership). Derivative purchases like this are different from buying shares outright: they can be financed, cash-settled at maturity, and may include dividend equivalents and interest payments. As a reported 10% owner acting through holding entities, these transactions are institutional in nature; the filing disclaims direct beneficial ownership except for pecuniary interest. The report is factual and does not indicate the insider’s motive.