DART KENNETH BRYAN 4

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.