Flutter Entertainment plc·4

May 27, 6:24 PM ET

DART KENNETH BRYAN 4

4 · Flutter Entertainment plc · Filed May 27, 2026

Research Summary

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Flutter (FLUT) 10% Owner Kenneth Dart Buys 150,000 via Swap

What Happened
Kenneth Bryan Dart, a reported 10% owner of Flutter Entertainment plc, entered a derivative purchase on May 22, 2026: a cash‑settled total return swap covering 150,000 notional shares at $98.53 per share, representing a notional value of $14,780,100. The transaction is reported as a "P" (purchase) of derivative exposure rather than a direct share purchase.

Key Details

  • Transaction date: 2026-05-22; Form 4 filed: 2026-05-27 (filed 5 days after the trade).
  • Reported price / reference price: $98.53 per share (reference price stated as $98.5340).
  • Notional shares involved: 150,000; notional value: $14,780,100.
  • Instrument: Cash‑settled total return swap scheduled to terminate March 2, 2028 (cash settled at maturity).
  • Swap economics (per footnote): at maturity the reporting person pays declines below the reference price and receives increases above it; pays monthly interest on financing leg (SOFR-based); entitled to receive dividend equivalents.
  • Other holdings: LBS Limited is the direct holder of these notional shares. Lake Michigan Limited and LBS Limited have aggregate swap positions covering 16,313,518 notional shares (per footnote). Mr. Dart, as owner of those entities, may be deemed to beneficially own the securities but disclaims beneficial ownership except to the extent of his pecuniary interest.
  • Filing timeliness: Reported several days after the transaction (may be considered late under Form 4 two‑business‑day rule).

Context
This was a derivative acquisition (total return swap), which provides economic exposure to share price moves and dividend equivalents but does not transfer legal title to shares. Derivative trades by large owners can reflect financing or exposure management rather than a straightforward bullish purchase of stock—no inference about intent should be assumed from this filing alone.

Insider Transaction Report

Form 4
Period: 2026-05-22
Transactions
  • PurchaseSwap

    Total Return Swap

    [F1][F2]
    2026-05-22$98.53/sh+150,000$14,780,10016,463,518 total(indirect: See footnote)
    From: 2028-03-02Exp: 2028-03-02Common Stock (150,000 underlying)
Footnotes (2)
  • [F1]The reference price for the Swap is $98.5340 per share. The Swap is scheduled to terminate on March 2, 2028, at which time the Swap will be cash-settled. Under the terms of the Swap, at maturity: (i)the Reporting Person will be obligated to pay to the counterparty any decrease in the market price of the referenced shares below the reference price, and (ii) the counterparty will be obligated to pay the Reporting Person any increase in the market price of the referenced shares above the reference price. The Swap requires the Reporting Person to pay monthly interest to the counterparty on the financing leg of the Swap at a rate based on SOFR. Additionally, the Reporting Person is entitled to receive payments from the counterparty equal to any dividends paid on the referenced shares during the term of the Swap.
  • [F2]LBS Limited is the party to the reported transaction and direct "holder" of the "notional" shares. Lake Michigan Limited and LBS Limited were parties to previously reported swap transactions that provide an aggregate position in 16,313,518 "notional" shares. As owner of LBS Limited and Lake Michigan Limited, Mr. Dart may be deemed to beneficially own the reported securities but disclaims such beneficial ownership except to the extent of his pecuniary interest therein.
Signature
/s/Kenneth B Dart|2026-05-27

Documents

1 file
  • 4
    primary_doc.xmlPrimary

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