DART KENNETH BRYAN 4

What Happened

• Kenneth Dart (reported as a 10% owner) entered into a derivative purchase on 2026-05-20 that creates an economic position in 279,160 notional shares of Flutter (FLUT). The transaction is reported as a purchase at $96.85 per share for a notional value of $27,036,590. This was a swap-style derivative (not the acquisition of direct ordinary shares).

Key Details

• Transaction date and price: 2026-05-20 — 279,160 notional shares at $96.85 (reference price reported as $96.8498). Total notional value ≈ $27,036,590.
• Instrument and settlement: Swap (derivative) scheduled to terminate and be cash-settled on March 2, 2028.
• Swap economics (per filing): at maturity Dart pays the counterparty any decline below the reference price and receives any increase above it; he pays monthly interest on the financing leg (SOFR-based) and is entitled to receive payments equal to dividends during the term.
• Legal holder and ownership note: LBS Limited is the direct holder/party to the reported swap. Lake Michigan Limited and LBS Limited previously held an aggregate position of 15,992,552 notional shares. As owner of those entities, Mr. Dart may be deemed to beneficially own the reported securities but disclaims beneficial ownership except for his pecuniary interest.
• Shares owned after transaction: The filing does not disclose direct ordinary shares; prior aggregated notional position reported was 15,992,552 (this swap adds 279,160 notional shares).
• Filing timeliness: No late-filing indication provided in the report.

Context

• This was a derivative swap transaction, not a direct purchase of ordinary shares. Swaps create an economic exposure to the stock’s price and dividends but do not transfer legal title to the underlying shares. As a 10% owner who uses controlled entities for swaps, Mr. Dart’s filing reflects institutional-level derivative exposure; the filing includes a disclaimer of direct beneficial ownership beyond his pecuniary interest.