DART KENNETH BRYAN 4

4 · Flutter Entertainment plc · Filed May 28, 2026

AI-generated summary of this filing

Updated May 28, 2026

Flutter (FLUT) 10% Owner Kenneth Dart Buys $30.6M Derivative Position

What Happened

Kenneth B. Dart, reported as a 10% owner, entered a purchase-type derivative transaction on May 26, 2026, acquiring economic exposure to 322,567 "notional" Flutter shares at a reference price of $94.9972 (reported price $95.00), representing roughly $30,642,962 of notional value. The Form 4 was filed on May 28, 2026.

Key Details

Transaction date: 2026-05-26; Form filed: 2026-05-28.
Instrument/Code: P (purchase) — a swap providing economic exposure to 322,567 notional shares. Reported price: $95.00; reference price per footnote: $94.9972. Total notional value ≈ $30.64M.
Shares owned after transaction: Not specified in the filing.
Footnotes of note:
- F1: The swap is cash-settled at maturity (Mar 2, 2028). At maturity the reporting person pays any decline below the reference price and receives any increase above it; pays monthly interest on the financing leg (SOFR-based); entitled to receive payments equal to dividends on the referenced shares during the swap term.
- F2: LBS Limited is the direct holder of the notional shares. Mr. Dart owns LBS Limited (and Lake Michigan Limited); he may be deemed to beneficially own the reported securities but disclaims beneficial ownership except to the extent of his pecuniary interest. Aggregate previously reported swap exposure across the entities is 16,463,518 notional shares.
Timeliness: Filing appears timely (transaction on May 26, filed May 28); no late-filing flag disclosed.

Context

This was a derivative (total return swap) purchase, not an outright stock purchase. The swap gives Mr. Dart economic upside or downside tied to Flutter’s share price and dividend equivalents, but does not necessarily convey direct legal ownership of shares. As a 10% owner, this is institutional-level exposure rather than an executive stock trade.

Form 4

Period: 2026-05-26

10% Owner

Transactions

PurchaseSwap
Total Return Swap
[F1][F2]
2026-05-26$95.00/sh+322,567$30,642,962→ 16,786,085 total(indirect: See footnote)
From: 2028-03-02Exp: 2028-03-02→ Common Stock (322,567 underlying)

Footnotes (2)

[F1]The reference price for the Swap is $94.9972 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 16,463,518 "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|2026-05-28

1 file